/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230629.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, June 29, 2023, Vol. 27, No. 179 Headlines 1716 R STREET: Claims Will be Paid from Property Sale & Refinance 220 LEBANON: Taps Meghan Aalrued as Real Estate Attorney 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to December 18 A&V HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ACORN REAL PROPERTY: Lender Seeks Chapter 11 Trustee Appointment ADAM LLC: Court Confirms Amended Plan AIR CANADA: Egan-Jones Retains CCC- Senior Unsecured Ratings ALACRITY HOLDINGS 6: Seeks to Extend Plan Exclusivity to Oct. 5 ALASKA AIR: Egan-Jones Retains B+ Senior Unsecured Ratings ALECTO HEALTHCARE: Jami Nimeroff Named Subchapter V Trustee ALPINE 4 HOLDINGS: Incurs $5.8 Million Net Loss in First Quarter ALPINE 4 HOLDINGS: Regains Compliance With Nasdaq Listing Rule AMERITRANS EXPRESS: Case Summary & 20 Largest Unsecured Creditors ARS SPECIALTY: Files Emergency Bid to Use Cash Collateral ASP UNIFRAX: S&P Downgrades ICR to 'CCC+' on High Leverage ASURION LLC: MetWest FRI Marks $250,000 Loan at 17% Off ATHENEX INC: Court Okays Claim Transfer Procedures ATI PHYSICAL: Davis Polk Advises Lenders on $100M Offering AVENIR MEMORY: PCO Submits First Report AVIS BUDGET: Egan-Jones Retains BB Senior Unsecured Ratings BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings BED BATH & BEYOND: Overstock Closes on Purchase of IP Assets BED BATH: Whitefort, Riva Ridge Lead Unsecured Bondholders Group BETTER TRANSPORT: Brendon Singh Named Subchapter V Trustee BEVERLY COMMUNITY: Committee Taps Dentons US as Counsel BEVERLY COMMUNITY: Committee Taps Sills Cummis & Gross as Counsel BIONIK LABORATORIES: Incurs $4.95M Net Loss in FY Ended March 31 BLACK DIAMOND: Seeks to Extend Plan Exclusivity to September 19 BLACKBERRY LIMITED: Egan-Jones Retains CCC Sr. Unsecured Ratings BLUE DOLPHIN: All Three Proposals Passed at Annual Meeting BOSTON SCIENTIFIC: Egan-Jones Retains BB+ Senior Unsecured Ratings BOYD GAMING: Egan-Jones Retains BB- Senior Unsecured Ratings CALAMP CORP: Egan-Jones Cuts Senior Unsecured Ratings to CCC- CALPLANT I: Unsecured Creditors to Get 0% in Joint Plan CAMBER ENERGY: NYSE Accepts Business Plan to Regain Compliance CARMAX INC: Egan-Jones Retains BB+ Senior Unsecured Ratings CARNIVAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings CARPENTER TECHNOLOGY: Egan-Jones Retains BB- Sr. Unsecured Ratings CATALENT PHARMA: Moody's Confirms B1 CFR & Alters Outlook to Stable CCS-CMGC HOLDINGS: MetWest FRI Marks $478,750 Loan at 32% Off CELSIUS NETWORK: Says Wintermute Trading Aided Mashinsky in Fraud CINEWORLD FINANCE: 84% Markdown for $2.2M MetWest Flex Loan CINEWORLD FINANCE: MetWest OHIC Marks $15,802 Loan at 84% Off CINEWORLD FINANCE: MetWest TRB Marks $6.7M Loan at 84% Off CINEWORLD GROUP: EPR Enters Into Plan Deal for 41 Properties CITY BREWING: MetWest FRI Marks $1.1M Loan at 58% Off CLEANSPARK INC: To Acquire Bitcoin Mining Facilities for $9.3M Cash CLUBHOUSE MEDIA: Yusufali & Associates Replaces Fruci as Auditor COHERENT INC: Egan-Jones Retains BB Senior Unsecured Ratings COMMUNITY HOME: UST Has Objection to Trustee's Plan & Disclosures COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings CONTEMPORARY MANAGEMENT: U.S. Trustee Seeks PCO Appointment CROWN COMMERCIAL: Court Confirms Plan, $21.75M Sale CSR WORLDWIDE: Seeks to Hire D. R. Payne & Associates as CRO CUENTAS INC: Yochanon Bruk Quits as Director CUSTOM ALLOY: SSG Acted as Investment Banker in Trident Asset Sale DA LUGO: Seeks to Hire Erik Johanson PLLC as Bankruptcy Counsel DAWG'S SPORTS: Lessor Has Plan Objection, Wants Rent Payments DELCATH SYSTEMS: BVF Partners, et al. Report 9.9% Equity Stake DELCATH SYSTEMS: Reports Inducement Grants Under Nasdaq Rule DELCATH SYSTEMS: Vivo Opportunity Reports 9.9% Equity Stake DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings DIFFUSION PHARMACEUTICALS: Appoints Principal Financial Officer DIJ GROUP: Plan Filing Deadline Extended to July 10 DODGE DATA: MetWest FRI Marks $992,500 Loan at 15% Off DYNAMIC TECHNOLOGIES: Alberta Court OKs PEL Transaction EARTHSTONE ENERGY: S&P Places 'B' ICR on CreditWatch Positive ENERPAC TOOL: Egan-Jones Retains BB+ Senior Unsecured Ratings ENVISION HEALTHCARE: In Talks to Settle Lenders' Make-Whole Claim ESCALON LIVESTOCK: Voluntary Chapter 11 Case Summary FEILITECH US: Seeks to Extend Plan Exclusivity to September 29 FIRSTLIGHT HOLDCO: Moody's Affirms B3 CFR, Outlook Remains Stable FIVE RIVERS: U.S. Trustee Appoints Scott Sackett as Examiner FORD MOTOR: Egan-Jones Retains B+ Senior Unsecured Ratings FREEDOM MORTGAGE: S&P Rates New Senior Unsecured Notes 'B' FTX TRADING: Alameda Sues Ex-General Counsel Dan Friedberg FTX TRADING: Court Sets Sept. 29, 2023 Customer Bar Date FTX TRADING: Wants to Get Back $700M From Hollywood Agent's Firm GAMESTOP CORP: All Four Proposals Passed at Annual Meeting GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings GBT JERSEYCO: S&P Alters Outlook to Positive, Affirms 'B-' ICR GENESIS CARE: Gets OK to Hire Kroll as Claims and Noticing Agent GLOBAL AVIATION: Seeks to Extend Plan Exclusivity to July 28 GLOBAL FERTILITY: U.S. Trustee Seeks PCO Appointment GOODLIFE PHYSICAL: No Change in Patient Care, 2nd PCO Report Says GREENBRIER COMPANIES: Egan-Jones Retains BB- Sr. Unsecured Ratings HARRIS ENERGY: Debtors Seek to File Joint Plan HCA INC: Egan-Jones Retains BB+ Senior Unsecured Ratings HEARTBRAND HOLDINGS: Plan Disclosures Inadequate, Twinwood Says HERMANOS GONZALES: Taps Pagewood Real Estate Services as Broker HOMER CITY: MetWest TRB Marks $6.5M Loan at 33% Off HOVNANIAN ENTERPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings HOWMET AEROSPACE: Egan-Jones Retains BB Senior Unsecured Ratings INNOVATIVE CONCEPTS: Affiliate Taps J.S. Held LLC as Accountant INSTANT BRANDS: Receives Court Okay for $267.5M DIP Financing INT ASSOC: Seeks to Tap Gellert Scali Busenkell & Brown as Counsel IRONNET INC: Gets Nasdaq Delisting Notice on Delayed 10-Q Filing JND ENTERPRISES: Seeks to Hire Calaiaro Valencik as Legal Counsel JNJ HOME: U.S. Trustee Appoints Joseph Tomaino as PCO KB HOME: Egan-Jones Retains BB Senior Unsecured Ratings KW INTERNATIONAL: Seeks to Hire Forshey & Prostok as Legal Counsel KW INTERNATIONAL: Seeks to Tap SSG Advisors as Investment Banker KW INTERNATIONAL: Taps Harris & Dickey as Financial Advisor LINCOLN POWER: Unsecureds to Recover 0.10% to 0.12% in Plan LOGMEIN INC: MetWest FRI Marks $1.1M Loan at 42% Off LTL MANAGEMENT: J&J Unit Has $750-Mil. Settlement With Insurers LUCIRA HEALTH: Seeks to Extend Plan Exclusivity to September 20 MASTERS III LLC: Seeks to Tap Julianne Frank as Bankruptcy Counsel MCCLATCHY COMPANY: Moody's Affirms B3 CFR, Outlook Remains Stable MEDICAL ACQUISITION: Files Amendment to Disclosure Statement MEP INFRASTRUCTURE: Case Summary & 20 Largest Unsecured Creditors METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings MILLER'S QUALITY MEATS: Ordered to File Plan by Sept. 13 MINERVA RESOURCES: Seeks Conditional Approval of Disc. Statement MINERVA RESOURCES: Unsecureds to Get 3% to 6% in Plan MLCJR LLC: Gets Court OK to Conduct Sale Process MMJS ENGINEERING: Unsecureds Owed $576K to Recover 27% in Plan MOXI ENTERPRISES: Taps Johnson Pope Bokor Ruppel & Burns as Counsel NAKED JUICE: MetWest Flex Marks $2.2M Loan at 23% Off NAKED JUICE: MetWest IB Marks $11,129 Loan at 23% Off NAKED JUICE: MetWest LDB Marks $38,558 Loan at 23% Off NAKED JUICE: MetWest TRB Marks $1.2M Loan at 23% Off NATIONAL CINEMEDIA: Bankruptcy Court Confirms Reorganization Plan NATIONAL CINEMEDIA: Blantyre, Ad Hoc Group Disclose Holdings NCL CORP: Moody's Alters Outlook on 'B2' CFR to Stable NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings NEP NCP HOLDCO: MetWest FRI Marks $875,000 Loan at 19% Off NEW TROJAN: MetWest OHIC Marks $6,484 Loan at 32% Off NOBLE HEALTH: Seeks to Hire CFGI as Chief Restructuring Officer NXT ENERGY: Appoints Bruce Wilcox as Interim CEO O'CONNOR CONSTRUCTION: Unsecureds Get Share of Unsecured Fund OFFICE INTERIORS: Asset or Equity Sale Proceeds to Fund Plan OMNIQ CORP: Q-SHIELD Wins New Project in South America OPENLANE INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable P&P CONSTRUCTION: Seeks to Hire 'Ordinary Course' Professionals PARKCHESTER ORAL: Case Summary & Six Unsecured Creditors PEER STREET: Files Chapter 11 to Facilitate Asset Sale PETE'S FINE MEATS: Unsecureds to Split $126K over 3 Years PHOENIX SERVICES: Unsecureds to Get Nothing in Plan PHOENIX TELECOM: Court OKs Cash Collateral Access Thru Aug 11 PLUTO AQUISITION: MetWest FRI Marks $484,900 Loan at 29% Off POWERTEAM SERVICES: MetWest FRI Marks $146,561 Loan at 15% Off POWERTEAM SERVICES: MetWest TRB Marks $2.4M Loan at 15% Off PROFESSIONAL DIVERSITY: All Four Proposals Passed at Annual Meeting QUEST SOFTWARE: S&P Downgrades ICR to 'CCC+', Outlook Stable R & D CARPENTER: U.S. Trustee Questions Feasibility of Plan R L BURNS: Seeks to Hire BransonLaw PLLC as Bankruptcy Counsel RANGE RESOURCES: S&P Affirms 'BB' ICR on Price Deck Revision RIALTO BIOENERGY: May Use $1.3MM of Cash Collateral RIGHT CHOICE: Trustee Taps Yip Associates as Financial Advisor ROBINSON & ROBINSON: Taps Giddens, Mitchell & Assoc. as Counsel ROCKPORT CO: Authentic Brands Submits $45-Mil. Bid for Assets ROCKPORT CO: U.S. Trustee Appoints Creditors' Committee ROLPA TRUCKING: Seeks to Hire Ryan Legal Services as Counsel RUTHERFORD ENTERPRISES: Jodi Dubose Named Subchapter V Trustee SHUTTERFLY LLC: Davis Polk Advises Lenders on $200M Financing SONOMA PHARMACEUTICALS: Incurs $5.2M Net Loss in FY Ended March 31 SPIN HOLDCO: MetWest Flex Marks $2.6M Loan at 16% Off SPIN HOLDCO: MetWest IB Marks $228,235 Loan at 16% Off SPIN HOLDCO: MetWest LDB Marks $168,092 Loan at 16% Off SPRING MOUNTAIN: Taps Grobstein Teeple as Accountant STARRY GROUP: Seeks to Extend Plan Exclusivity to October 20 STEWART BOUNCE: Seeks to Hire Steidl & Steinberg as Legal Counsel SUN PACIFIC: Signs 2-Year Distribution Deal With GEP New Energy T. JONES TRUCKING: Seeks to Hire BransonLaw as Bankruptcy Counsel TANNER CONSTRUCTION: Jodi Daniel Dubose Named Subchapter V Trustee THOMAS M. COOLEY LAW SCHOOL: S&P Lowers ICR/Debt Rating to 'B-' TOPPOP LLC: Voluntary Chapter 11 Case Summary TORRID LLC: Moody's Lowers CFR to 'B2', Outlook Stable TRIMED HEALTHCARE: Wins Cash Collateral Access Thru July 19 TRINITY INDUSTRIES: Moody's Rates New Senior Unsecured Notes 'Ba2' TRINITY INDUSTRIES: S&P Rates New $400MM Sr. Unsecured Notes 'BB+' TROIKA MEDIA: Regains Compliance With Nasdaq Bid Price Requirement U.S. TELEPACIFIC: S&P Upgrades ICR to 'CCC', Outlook Negative UNITED NATURAL: S&P Downgrades ICR to 'B', Outlook Negative VALCAL INC: Seeks to Hire BransonLaw PLLC as Bankruptcy Counsel VENUS IN PERPETUUM: Voluntary Chapter 11 Case Summary VIKING CRUISES: S&P Rates New $720MM Senior Unsecured Notes 'B-' VITAL PHARMACEUTICALS: Judge Orders Device 'Lockdown' in Case WATERBRIDGE MIDSTREAM: Moody's Hikes CFR & Secured Term Loan to B2 WESCO AIRCRAFT: JPM, 2024/2026 Noteholders Disclose Holdings WHO DAT: Submits Immaterial Modifications to Plan WW INTERNATIONAL: MetWest FRI Marks $945,000 Loan at 42% Off ZAYO GROUP: MetWest FRI Marks $1.8M Loan at 18% Off ZAYO GROUP: MetWest IB Marks $400,395 Loan at 18% Off ZAYO GROUP: MetWest LDB Marks $1.4M Loan at 18% Off ZAYO GROUP: MetWest TRB Marks $4.2M Loan at 20% Off ZAYO GROUP: MetWest TRB Marks $42M Loan at 18% Off [*] 59 Greenberg Traurig Attorneys Named 2023 Florida Super Lawyers [*] Two Sklar Kirsh Attorneys Named Legal Visionaries by LA Times [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1716 R STREET: Claims Will be Paid from Property Sale & Refinance ----------------------------------------------------------------- 1609 17th Place Flats LLC and The Lauravin Luxury Apartment Homes III L.L.C., affiliates of 1716 R Street Flats LLC, filed with the U.S. Bankruptcy Court for the District of Columbia a Disclosure Statement with respect to Amended Joint Plan of Reorganization dated June 26, 2023. 1609 17th Place Flats LLC and The Lauravin Luxury Apartment Homes III L.L.C. are single asset real estate limited liability companies organized under the laws of the District of Columbia with a principal place of business located in the District of Columbia. The 1609 Property is pledged to WCP Fund I LLC ("WCP Fund") in the asserted amount of $367,903.03 plus attorneys fees as of May 2, 2023, plus a second lien in favor of WCP Fund I LLC in its capacity as servicer for Pacific RBLF Funding Trust of approximately $1,049,756.03. The Lauravin Property is pledged to Federal National Mortgage Association, which has an asserted balance owed as of the Petition Date of $1,560,027. WCP Fund I LLC in its capacity as servicer for Pacific RBLF Funding Trust also asserts the WCP Second Lien against the 537 Property. The events precipitating the Chapter 11 filing are the foreclosure filings scheduled by WCP on the Debtors' properties. Since the Petition Date, the Debtors have continued to operate as a debtor in possession subject to the supervision of the Bankruptcy Court and the United States Trustee's Office in accordance with the Bankruptcy Code. In addition, the Bankruptcy Court has supervised the Debtors' employment of attorneys and other professionals as required by the Bankruptcy Code. The Plan proposes the refinance of the Lauravin Property within 120 days of the entry of the Confirmation Order. The Plan proposes to sell the 1609 Property to WCP in exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees (the "1609 WCP Reserve "). Class 1C consists of Unsecured Claims against The Lauravin Luxury Apartment Homes III L.L.C. On the Distribution Date, The Lauravin Luxury Apartment Homes III L.L.C. shall pay any amounts left over from the Lauravin Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 1C Claim is impaired. Holders of Allowed Class 1C Claims are entitled to vote to accept or reject the Plan. Class 2C consists of Unsecured Claims against 1609 17th Place Flats LLC. On the Distribution Date, 1609 17th Place Flats LLC shall pay any amounts left over from the 1909 Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 2C Claim is impaired. Holders of Allowed Class 2C Claims are entitled to vote to accept or reject the Plan. Holders of Class 3 Interests shall retain their interests under the Plan. Holders of Class 3 Interests will not receive any payments unless and until all Holders of Allowed Class 1 and Class 2 Claims are paid in full. Class 3 Interests are unimpaired under the Plan. The Holders of Class 3 Interests are not entitled to vote to accept or reject the Plan. To generate sufficient funds to assist in consummating this Plan, The Lauravin Luxury Apartment Homes III L.L.C. will refinance its debt to Federal National Mortgage Association within 120 days of entry of the Confirmation Order (the "Lauravin Refinance"). At any time of WCP Fund I's choosing, 1609 17th Place Flats LLC shall convey the 1609 Property to WCP Fund I LLC or any other entity to which WCP Fund I directs that 1609 17th Place Flats LLC makes such transfer. WCP Fund I LLC shall be responsible for all costs of effectuating such transfer, including payment of all required taxes and any required US Trustee fees. A full-text copy of the Disclosure Statement dated June 26, 2023 is available at https://urlcurt.com/u?l=z8e5oN from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 220 LEBANON: Taps Meghan Aalrued as Real Estate Attorney -------------------------------------------------------- 220 Lebanon Street, LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Meghan Aalrued, Esq. as real estate attorney. Ms. Aalrued will supervise the sale transaction of the Debtor's condominium unit located at 220 Lebanon St., prepare the RESPA disclosure, and draft and file related deeds. As disclosed in court filings, Ms. Aalrued is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Meghan Aalrued, Esq. 599 Floor, Door 7 Wakefield, MA 01880 Tel: (781) 587-1368 About 220 Lebanon Street 220 Lebanon Street, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 22-11362) on Sept. 23, 2022, with up to $1 million in both assets and liabilities. Michael Walsh, Esq., at Walsh & Walsh, LLP and Meghan Aalrued, Esq., a practicing attorney in Wakefield, Mass., serve as the Debtor's bankruptcy counsel and real estate counsel, respectively. 9300 WILSHIRE: Seeks to Extend Plan Exclusivity to December 18 -------------------------------------------------------------- 9300 Wilshire LLC asks the U.S. Bankruptcy Court for the Central District of California to extend its deadlines to file and confirm a chapter 11 plan to December 18, 2023 and February 20, 2024, respectively. The Debtor's current exclusivity period to file its chapter 11 plan expires on June 21, 2023, and the exclusivity period for Debtor to confirm its chapter 11 plan expires on August 21, 2023. The Debtor recently filed a complaint against AES Redondo Beach, LLC ("AES"), the largest secured creditor of the Debtor's bankruptcy estate. The Debtor alleged that AES overstates its $38 million claim in the bankruptcy case by at least $15 million. The Debtor explained that the resolution of AES' secured claim will materially affect the treatment of their claim under the Plan of Reorganization that the Debtor shall be filing. The Debtor also stated that it holds direct, partial ownership interests in multiple commercial real properties and it is exploring potential liquidation options to fund its chapter 11 plan. 9300 Wilshire LLC is represented by: Victor A. Sahn, Esq. Steve Burnell, Esq. GREENSPOON MARDER LLP 1875 Century Park East, Suite 1900 Los Angeles, CA 90067 Tel: (213) 626-2311 Email: victor.sahn@gmlaw.com steve.burnell@gmlaw.com About 9300 Wilshire 9300 Wilshire, LLC is a Beverly Hills-based company engaged in activities related to real estate. 9300 Wilshire filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10918) on Feb. 21, 2023, with $100 million to $500 million in assets and $50 million to $100 million in liabilities. Leonid Pustilnikov, 9300 Wilshire's manager, signed the petition. Judge Ernest M. Robles presides over the case. Victor Sahn, Esq., and Steve Burnell, Esq., at Greenspoon Marder, LLP are the Debtor's bankruptcy attorneys. A&V HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook to stable and affirmed its 'B' issuer credit rating on Florida-based audio visual (AV), video conferencing (VC) and Unified Communications (UC) solutions provider A&V Holdings Holdco LLC's (AVI-SPL) because leverage compares favorably with its peers, and S&P expects the company will generate good free operating cash flow (FOCF) in 2023. S&P also affirmed its 'B+' issue-level rating on AVI-SPL's first-lien term loan. The recovery rating remains '2'. The stable outlook reflects S&P's expectation for improving leverage and cash flow generation despite ongoing supply chain constraints over the next 12 months. S&P expects the company's leverage will be under 5x while generating over $40 million of free cash flow. Despite ongoing supply chain challenges, AVI-SPL continues to experience strong revenue and EBITDA growth. In the first quarter of 2023, revenue grew 19% due to growth in all the company's reporting segments from higher equipment receipts and higher number of working days. Solution revenue, which represents about 70% of the company's revenue, grew at 20% year-over-year to fuel the highest revenue quarter in the company's history. While S&P expects revenue growth for the remainder of the year and 2024, supported by the company's strong backlog of about $485 million, it expects the pace of revenue growth will moderate. The company's backlog declined slightly from its peak in November 2022 as order completions are outpacing new orders. Slower bookings and improving flow rate are leading to declining backlogs. While the pipeline remains strong for hybrid workplace solutions, protracted sales cycles are delaying bookings as customers are increasingly worried about a potential recession or reluctant to commit to new projects while existing projects remain unfinished due to supply issues. Bookings declined 6% in the first quarter of 2023. The backlog declined to $485 million at March 31, 2023, from its peak of over $520 million in the fourth quarter of 2022 because component availability has improved and the company is completing jobs quicker. In some cases, the company has been able to swap to components with lower lead times to complete jobs, but this can lower EBITDA margin because of higher expenses associated with these configurations and less robust rebate programs from smaller vendors. S&P said, "We expect improved cash flow from strong working capital management in 2023. While customers are increasingly looking for extended payments terms and vendors are less flexible on terms negotiations, strong operating discipline is partially offsetting these factors. Some of these activities include consistent reviews of account-receivables balances, revising payable terms with vendors when possible, lowering deposits or prepayments, and modifying project designs to focus on materials from venders with lower lead times. We expect AVI-SPL will generate between $40 million to $50 million of FOCF in 2023 and 2024 primarily due to improvement in working capital from 2022. "The stable outlook reflects our expectation for improving leverage and cash flow generation despite ongoing supply chain constraints over the next 12 months. We expect the company's leverage will be under 5x while generating over $40 million of free cash flow." ESG credit indicators: E-2, S-2, G-3 Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes AVI-SPL's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. ACORN REAL PROPERTY: Lender Seeks Chapter 11 Trustee Appointment ---------------------------------------------------------------- Legacy Lending, LLC asked the U.S. Bankruptcy Court for the Eastern District of New York to appoint a Chapter 11 trustee for Acorn Real Property Acquisition, Inc. Attorney for Legacy Lending, Lawrence Kotler, Esq., at Duan Morris, LLP, argued a "neutral third party" in the form of an independent fiduciary is needed in order for Acorn's bankruptcy case to have any prospect of a successful resolution. "This single asset real estate case has been pending for nearly eight months and, until recently, seemed to be poised to have a successful conclusion -- namely, a sale of [Acorn's] property with a carve out to be given to the estate," Mr. Kotler said in court papers. "However, at the eleventh hour, [Acorn] decided to terminate its counsel allegedly due to highly suspect irreconcilable differences as to how to proceed with the prosecution of this Chapter 11 case going forward," the attorney said, adding that the sale of the property has been delayed by the company's conduct. Mr. Kotler also pointed out that the actions of the company's officers and affiliates also evidence a strong need to appoint a Chapter 11 trustee. Since 2014, the company's property (located at 3751 Martin Luther King, Jr. Blvd SW, in Atlanta, Ga.) has been transferred back and forth between a series of similar or related entities. These transfers exhibit a pattern: the property is transferred to a related entity and that entity is then promptly placed into bankruptcy. "That pattern is aimed at nothing other than thwarting creditors', including lender's, efforts to protect and enforce their interests," Mr. Kotler said. "Even during the pendency of this case, [Acorn] appears to be laying the framework to continue this pattern of behavior by allegedly agreeing to either transfer a 50% ownership interest in the property to 2 Big Legacy LLC or validate 2 Big's illegal and erroneous transfer of a 50% ownership interest in the property after the property was fully transferred to [Acorn]." Meanwhile, 2 Big, which is not a creditor of the company, has inserted itself into this case and has become increasingly active, according to the attorney. "It clearly has strong intentions to weigh in on the disposition of both the property and the case itself without clearly setting forth its true motivations underlying its intentions. As the record reflects, 2 Big has had a prior relationship with [Acorn] and was involved in pre-bankruptcy transfers of the property," Mr. Kotler said, adding that the appointment of a Chapter 11 trustee would be beneficial in sorting out this relationship and 2 Big's motivations in this case. Legacy Lending can be reached through: Lawrence J. Kotler, Esq. Drew S. McGehrin, Esq. Duane Morris, LLP 30 S. 17th Street Philadelphia, PA 19103 Telephone: (215) 979-1000 Fax: (215) 979-1020 Email: LJKotler@duanemorris.com DSMcGehrin@duanemorris.com About Acorn Real Property Acquisition Acorn Real Property Acquisition, Inc. is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). Acorn is the current owner in fee of a 100-unit apartment complex located at 3751 Martin Luther King Jr. Drive SW, Atlanta Georgia. Acorn Real Property Acquisition filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42718) on Oct. 31, 2022, with $10 million to $50 million in both assets and liabilities. Olakunle Apampa, president of Acorn Real Property Acquisition, signed the petition. Judge Jil Mazer-Marino oversees the case. Richard S. Feinsilver, Esq., a practicing attorney in Carle Place, N.Y., is the Debtor's bankruptcy counsel. ADAM LLC: Court Confirms Amended Plan ------------------------------------- Judge Jerry Oldshue has entered an order confirming Adams, LLC's Amended Plan dated April 6, 2023. The Debtor must file with the court an initial post-confirmation report (BA-4) within 60 days from the date of this order, and quarterly thereafter until further order of the court. The initial report shall describe the progress made in consummating the plan during the period covered by the report. The reports shall include (1) a statement of distribution by class, name of creditor, date of distribution, and amount paid; (2) a statement of transfer of property; and (3) a statement of affirmation that the provisions of the confirmed plan are being substantially complied with. Until the case is closed, the Debtor must file with the court on a quarterly basis a report of disbursements (BA-2) for that quarter. About Adam LLC Adam, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 22-11979) on September 26, 2022, disclosing under $1 million in both assets and liabilities. Judge Jerry Oldshue oversees the case. The Debtor is represented Frances Hot Hollinger, LLC. AIR CANADA: Egan-Jones Retains CCC- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on June 14, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Air Canada. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Montreal, Canada, Air Canada provides domestic and international carrier service. ALACRITY HOLDINGS 6: Seeks to Extend Plan Exclusivity to Oct. 5 --------------------------------------------------------------- Alacrity Holdings 6, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend the exclusive periods during which it may file and solicit acceptances of a chapter 11 plan to October 5, 2023 and December 5, 2023, respectively. The Debtor stated that it is currently litigating an adversary proceeding in connection with a commercial property it owns located at 4331 Pio Nono Avenue, Macon, Georgia. The Debtor has also filed an Objection to Claim of Madam Popli. The Debtor explained that the parties are currently in the post-trial briefing stage of the litigation and the Court will likely require additional time to issue its order upon completion of briefing. The Debtor pointed out that resolution of these disputes is important to the its reorganization as it involves a dispute regarding the extent and validity of the claims of one of its larger creditors and clear title to the property. This is the Debtor's fourth request for an extension. Unless extended, the Debtor's Plan Period and Solicitation Period will expire on July 29, 2023 and September 28, 2023, respectively. Alacrity Holdings 6, LLC is represented by: William A. Rountree, Esq. Caitlyn Powers, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 Email: wrountree@rlkglaw.com cpowers@rlkglaw.com About Alacrity Holdings 6 Alacrity Holdings 6, LLC is registered as a domestic liability company located at 7530 Saint Marlo Country Club Parkway, Duluth, Ga. Alacrity Holdings 6 filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20284) on April 5, 2022, with as much as $10 million in both assets and liabilities. On April 12, 2022, the Debtor amended its petition to remove its Subchapter V election. The court issued a notice that the case would no longer proceed under Subchapter V on April 19, 2022. Judge James R Sacca oversees the case. Rountree Leitman, Klein & Geer, LLC and Perry A. Phillips, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. ALASKA AIR: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on June 13, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Alaska Air Group, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an airline holding company. ALECTO HEALTHCARE: Jami Nimeroff Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC as Subchapter V trustee for Alecto Healthcare Services, LLC. Mr. Nimeroff will be paid an hourly fee of $400 for his services as Subchapter V trustee, as well as for one or more paralegals to assist him at an hourly rate of $185, and will be reimbursed for work-related expenses incurred. Mr. Nimeroff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jami Nimeroff, Esq. Brown McGarry Nimeroff, LLC 919 N. Market Street, Suite 420 Wilmington, DE 19801 Telephone: (302) 428-8142 Fax: (302) 351-2744 Email: jnimeroff@bmnlawyers.com About Alecto Healthcare Alecto Healthcare Services, LLC is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Laxman Reddy, president and chief executive officer, signed the petition. Judge Kate Stickles oversees the case. Scott J. Leonhardt, Esq., at The Rosner Law Group, LLC is the Debtor's legal counsel. ALPINE 4 HOLDINGS: Incurs $5.8 Million Net Loss in First Quarter ---------------------------------------------------------------- Alpine 4 Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $5.77 million on $24.36 million of net revenues for the three months ended March 31, 2023, compared to a net loss of $4 million on $25.59 million of net revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $141.94 million in total assets, $77.54 million in total liabilities, and $64.40 million in total stockholders' equity. Alpine 4 said, "While the working capital deficiency of prior years has improved, and working capital of the Company is currently positive, continued operating losses causes doubt as to the ability of the Company to continue. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's plan of operations, and its ultimate transition to profitable operations are necessary for the Company to continue. The uncertainty that exists with these factors raises substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001606698/000162828023022830/alpp-20230331.htm About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. ALPINE 4 HOLDINGS: Regains Compliance With Nasdaq Listing Rule -------------------------------------------------------------- Alpine 4 Holdings, Inc. announced that it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC, notifying the Company that it regained compliance by meeting the Nasdaq Stock Market under Listing Rule 5250(c)(1). The Notice stated that "On May 24, 2023, Staff notified the Company that it no longer met the periodic filing requirement for The Nasdaq Stock Market under Listing Rule 5250(c)(1). Based on the June 21, 2023, filing of the Company's Form 10-Q for the period ended March 31, 2023, Staff has determined that the Company complies with the Rule. Accordingly, this matter is now closed." About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $145.63 million in total assets, $75.64 million in total liabilities, and $69.99 million in total stockholders' equity. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. AMERITRANS EXPRESS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Ameritrans Express, LLC 5524 Hempstead Way, Suite C Springfield, VA 22151 Business Description: Ameritrans is part of the general freight trucking industry. Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-11055 Debtor's Counsel: Jonathan B. Vivona, Esq. VIVONA PANDURANGI, PLC 211 Park Avenue Falls Church, VA 22046 Tel: 703-739-1353 Fax: 703-337-0490 Email: jvivona@vpbklaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frederick Amankwaa as owner. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LH2YW4Q/Ameritrans_Express_LLC__vaebke-23-11055__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. AJ Equity Group LLC Receivables $341,959 10 W 37th Street, Rm 602 New York, NY 10018 2. American Express $231,285 Three World Financial Center 200 Vesey Street New York, NY 10285 3. Canon Advance LLC Receivables $563,000 c/o Mathew C. Sorokin, Esq. 9 Grand Street Hartford, CT 06106 4. David Bursey SCA and FLSA $96,623 81 Foxchase Rd Claim Bradford, NH 03221 5. Deborah Morse SCA and FLSA $62,938 213 Bradley Lake Road Claim Andover, NH 03216 6. Dolores Villa SCA and FLSA $52,239 1000 E Chapman Rd Claim Carlsbad, NM 88220 7. EBF Holdings, LLC Receivables $209,746 dba Everest c/o Ariel Bouskila, Esq. 80 Broad St, Suite 3303 New York, NY 10004 8. Epic Advance LLC Receivables $216,750 c/o Cain & Daniels, Inc. 4902 Eisenhower Blvd Tampa, FL 33634 9. Fiji Funding, LLC Receivables $513,351 c/o The Klein Law Firm LLC PO Box 714 Lakewood, NJ 08701 10. Fora Financial Accounts $187,295 Business Loans Receivables 1385 Broadway, Proceeds 15th Floor New York, NY 10018 11. I Fund Experts LLC Receivables $249,833 12067 NW 76th Place Pompano Beach, FL 33076 12. Internal Revenue Service $192,876 PO Box 7346 Philadelphia, PA 19101 13. Kammi William SCA and FLSA $71,558 13 Langdon St Claim Plymouth, NH 03264 14. Krista Macy SCA and FLSA $91,579 1614 Rd 161 Claim Pine Bluffs, WY 82082 15. Marcie Whitehouse SCA and FLSA $60,783 32 Cates Hill Road Claim Alton, NH 03809 16. Masada Funding Receivables $120,833 c/o Isaac H. Greenfield, PLLC 2 Executive Blvd, Ste 305 New York, NY 10101 17. Quick Bridge Accounts $215,238 Funding, LLC Receivables 410 Exchange, Suite 150 Irvine, CA 92602 18. Richard M. Sack SCA and FLSA $91,554 PO Box 341 Claim Pine Bluffs, WY 82082 19. Union Funding Receivables $286,607 Source 1835 Hallandale Beach Blvd #278 Hallandale, FL 33009 20. Vernon Capital Group Receivables $286,607 383 Kingston Ave. Brooklyn, NY 11213 ARS SPECIALTY: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- ARS Specialty Contractors LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral and provide adequate protection. The Debtor has an immediate need to use the cash collateral of Frost Bank, Great American Insurance Group, and Advance Service Group LLC, the Debtor's secured creditors claiming liens on the Debtor's personal property including cash and accounts. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with postpetition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. A copy of the motion is available at https://urlcurt.com/u?l=iku2qv from PacerMonitor.com. About ARS Specialty Contractors LLC ARS Specialty Contractors LLC is a foundation, structure, and building exterior contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 23-50751) on June 15, 2023. In the petition signed by Elizabeth Yetman Chavez, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Craig A. Gargotta oversees the case. Joyce W. Lindauer, Esq., at JOYCE W. LINDAUER ATTORNEY, PLLC, represents the Debtor as legal counsel. Frost Bank, as creditor, is represented by: Leslie M. Luttrell, Esq. Luttrell + Carmody Law Group One International Centre 100 N.E. Loop 410, Suite 615 San Antonio, TX 78216 Email: luttrell@lclawgroup.net Creditor Great American Insurance Company, as creditor, is represented by: Mike F. Pipkin, Esq. Weinstein Radcliff Pipkin LLP 8350 N. Central Expressway, Suite 1550 Dallas, TX 75206 Email: mpipkin@weinrad.com ASP UNIFRAX: S&P Downgrades ICR to 'CCC+' on High Leverage ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on ASP Unifrax Holdings Inc. (Alkegen) to 'CCC+' from 'B-'. At the same time, S&P lowered its ratings on the company's first-lien debt to 'CCC+' from 'B-' and on its unsecured notes to 'CCC' from 'CCC+'. S&P's recovery ratings are unchanged. The negative outlook indicates S&P could lower its rating on the company over the next 12 months if it believes it likely will face a liquidity crunch or could pursue a restructuring that we view as distressed. S&P said, "We believe Alkegen's weak credit metrics indicate its capital structure is unsustainable. While we expect S&P Global Ratings-adjusted leverage will fall moderately in 2023 and 2024, we nevertheless forecast it will be about 10x in 2024, a level we anticipate could challenge the refinancing of its revolving credit facility due in September 2025 and term loan due in December 2025. Previously, we expected leverage to fall below 10x by the end of 2023 and improve further in 2024. However, we now forecast a soft economic and industrial environment will likely prevent such deleveraging. Our adjusted leverage incorporates Alkegen's preferred equity as debt because we anticipate it could be ultimately refinanced with debt instruments. Additionally, although the rate on about half of the company's debt is fixed, elevated cash interest will pressure free operating cash flow (FOCF) through 2024, which we believe increases the likelihood of a transaction that we view as a selective default. S&P said, "S&P Global Ratings-adjusted revenue will likely soften in 2023. Alkegen's U.S. and European industrial customers are in the process of depleting their stocks of its insulation and filtration products. We believe reduced industrial production, particularly within energy-intensive processes, which was soft in the U.S. and even weaker in Europe during the fourth quarter of 2022 and first quarter of 2023, is the main cause of this destocking. We anticipate these inventory channel reductions will ease significantly only by the end of the third quarter. However, strong electric vehicle battery insulation sales, which could reach $30 million in 2023, will partially offset industrial weakness. Additionally, we expect industrial activity in China to accelerate solidly this year, causing Luyang to increase revenue in the mid- to high-single-digit percentage area. S&P Global Ratings-adjusted revenue excludes 47% of Luyang Energy Saving Materials that the company does not own. It also excludes revenue from Thermal Acoustical Solutions (TAS), after the divestiture date of March 31, 2023. TAS contributed about 20% of S&P Global Ratings-adjusted revenue in 2022. "Though we anticipate Alkegen's industrial insulation and filtration sales will improve in 2024, uncertainty is elevated by a potential continued weak economic environment and the short-cycle pattern of demand. Most of Alkegen's insulation and air filtration products are consumable and must be replaced regularly. This should prevent destocking from extending into 2024. However, lead times for these products are short, so we have limited visibility into how quickly and significantly demand will rebound. We believe real U.S. and eurozone GDP growth of only about 1% in 2024 could limit the improvement in industrial activity in these geographies and correspondingly higher demand for industrial insulation and filtration products. Still, we anticipate sales will rebound by a mid- to high-single-digit percentage area next year, assuming inventories normalize. Meanwhile, China real GDP growth will likely remain about 5%, driving Luyang revenue growth, including price increases, in the high-single- to low-double-digit percentage area. "The negative outlook on Alkegen indicates we could lower our rating on the company over the next 12 months if we believe a liquidity crunch over the subsequent 12 months is likely or that it could pursue a restructuring we view as distressed." S&P could lower its rating on Alkegen if it believes: -- The company's first-lien credit facilities are likely to remain outstanding 12 months prior to their maturities; -- Its demand or operating performance will be weaker than we expect and could lead to a liquidity crunch; or -- There is an increased likelihood that it will undertake a distressed restructuring. S&P could raise its ratings on Alkegen if it believes the company's capital structure is no longer unsustainable. This could occur if the company: -- Successfully refinances its 2025 maturities without entering into a distressed exchange; or -- Significantly reduces leverage; and -- Generates neutral to positive S&P Global Ratings-adjusted FOCF. ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Alkegen, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owner, Clearlake Capital Group L.P., which has owned it since 2018. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns. Environmental factors are an overall neutral consideration in our credit rating analysis. Although the company derives 15%-20% of its EBITDA from the sale of products used in internal combustion engines, we believe it is well-positioned to manage the long-term transition to products used in lithium-ion batteries. Furthermore, hybrid electric vehicles will continue to require catalytic converters." ASURION LLC: MetWest FRI Marks $250,000 Loan at 17% Off ------------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $250,000 loan extended to Asurion, LLC to market at $207,625 or 83% 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. Floating Rate Income Fund is a participant in a Second Lien Term Loan B4 (LIBOR plus 5.25%) to Asurion, LLC. The loan accrues interest at a rate of 10% per annum. The loan matures on January 20, 2029. 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. Asurion, LLC is a privately held company based in Nashville, Tennessee, that provides insurance for smartphones, tablets, consumer electronics, appliances, satellite receivers and jewelry. ATHENEX INC: Court Okays Claim Transfer Procedures -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the procedures with respect to transfers in the beneficial ownership of claims against Athenex Inc. and its debtor-affiliates. The procedures are available on the website of the Debtors' claims agent Epiq Corporate Restructuring LLC at https://dm.epiq11.com/athenex, and also on docket of the Chapter 11 cases, Docket No. 23-90295 (DRJ), which can be accessed via PACER at https://www.pacer.gov/. The claims procedures set forth certain circumstances under which any person, group of persons, or entity that has acquired or, as a result of a proposed transaction would acquire, beneficial ownership of a substantial amount of claims against the Debtors can be required (i) to file notice of their holdings of such claims and of such proposed transaction, which transaction may be restricted, and (ii) upon a subsequent order of the Bankruptcy Court, after notice and hearing, to sell, by a specified date following the confirmation of a Chapter 11 plan of the Debtors, all or a portion of such claims. Any acquisition or transfer of claims against the Debtors in violation of the procedures will be null and void ab initio and any action in violation of the procedures may lead to sanctions being imposed by the Bankruptcy Court. About Athenex Inc. Founded in 2003, Athenex, Inc. (NASDAQ: ATNX) -- http://www.athenex.com/-- is a clinical-stage biopharmaceutical company dedicated to becoming a leader in the discovery, development, and commercialization of next-generation cell therapy products for the treatment of cancer. The Company's mission is to become a leader in bringing innovative cancer treatments to the market and to improve patient health outcomes. In pursuit of the mission, Athenex leverages years of experience in research and development, clinical trials, regulatory standards, and manufacturing. The Company is focused on its innovative Cell Therapy platform, based on natural killer T ("NKT") cells. On May 14, 2023, Athenex, Inc. and five affiliated companies initiated voluntary Chapter 11 proceedings (Bankr. S.D. Tex. Lead Case No. 23-90295). The Company's cases have been assigned to the Honorable David R. Jones. Athenex commenced these proceedings after conducting a strategic review and reaching an agreement with its lenders to conduct an expedited, orderly sales process of the Company's assets across its primary businesses: Athenex Pharmaceutical Division, Orascovery, and Cell Therapy. In the petition filed by Nicholas K. Campbell, as chief restructuring officer, the Debtor reported assets and liabilities between $100 million and $500 million. Pachulski Stang Ziehl & Jones LLP is acting as Athenex's legal counsel. MERU is serving as its financial advisor, and Cassel Salpeter & Co., LLC as its investment banker. Epiq is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Athenex, Inc. and its affiliates. ATI PHYSICAL: Davis Polk Advises Lenders on $100M Offering ---------------------------------------------------------- Davis Polk advised an ad hoc group of term lenders to ATI Physical Therapy Inc. in connection with an exchange of ATI’s existing term loans for an issuance of $100 million of new 8.0% convertible senior secured second-lien PIK notes due 2028 and a $25 million delayed draw commitment for additional convertible PIK notes. Holders of the convertible PIK notes also received shares of a new series of preferred stock, which provides the holders with voting rights on corporate matters on an as-converted basis. ATI is an outpatient physical therapy provider that specializes in outpatient rehabilitation and adjacent healthcare services. ATI is headquartered in Bolingbrook, Illinois. It has over 900 locations across the United States with over 6,000 employees and services over 400,000 patients annually. The Davis Polk restructuring team included partners Brian M. Resnick, counsel Christian Fischer and associates Alexander K.B. Shimamura and Amber Leary. The corporate team included partner Leonard Kreynin and associate Alex S. Burger. The capital markets team included partner Dan Gibbons and associate Michael Jiang. Partner Patrick E. Sigmon provided tax advice. Partner Derek Walters provided equity derivatives advice. All members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. AVENIR MEMORY: PCO Submits First Report --------------------------------------- Teresa Teeple, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Arizona a first report regarding the quality of patient care provided at Avenir Memory Care @ Knoxville, LP's assisted care living facility. The PCO directed a representative of her office, District Ombudsman Thomas Kahler, and his staff, Rachel Crider, to make frequent visits to this facility. The facility is approximately 10 years old and has carpet throughout that felt sticky and needed professional cleaning or replacement. The ombudsmen raised this issue with Ms. Shreve, the facility executive director, and she said replacing the carpet was on the list of improvements scheduled for the facility before the financial issues arose. The ombudsmen found no issues with supplies or food. Other than ongoing issues with the cleanliness of the carpets, there were no environmental concerns noted. No issues with supplies or food were noted. During her visit on June 12, Ms. Crider spoke to seven residents, seven staff, and two family members, and observed a total of 15 staff including hospice and private caregivers. The activities coordinator was leading an exercise and music activity with the residents during the visit. In addition, the ombudsmen observed that staffing was good and there were no supply issues reported. Residents appeared well cared for during the visit. The facility now has two small dogs as facility pets. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=3mw0aH from PacerMonitor.com. About Avenir Memory Care @ Knoxville Avenir Memory Care @ Knoxville, LP operates a nursing care facility in Scottsdale, Ariz. Avenir Memory Care @ Knoxville filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02047) on March 31, 2023, with $10 million to $50 million in both assets and liabilities. David L. Craik, president and director of the General and Limited Partners, signed the petition. Judge Brenda Moody Whinery oversees the case. Philip R. Rudd, Esq., at Sacks Tierney, P.A. represents the Debtor as counsel. AVIS BUDGET: Egan-Jones Retains BB Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on June 14, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Avis Budget Group, Inc. Headquartered in Parsippany-Troy Hills, New Jersey, Avis Budget Group, Inc. operates as a vehicle rental and mobility solution service provider. BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on June 6, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Bath & Body Works LLC. Headquartered in Reynoldsburg, Ohio, Bath & Body Works LLC retails personal care products. BED BATH & BEYOND: Overstock Closes on Purchase of IP Assets ------------------------------------------------------------ Overstock.com, Inc. (NASDAQ: OSTK), a leading online furniture and home furnishings retailer, on June 28 announced the consummation of its acquisition of certain intellectual property assets of the Bed Bath & Beyond banner from Bed Bath & Beyond, Inc. under a Bankruptcy Court supervised process. Overstock is hosting a conference call tomorrow, June 29, 2023 at 8.30 a.m. ET, to discuss the transaction. "This acquisition is a significant and transformative step for us," said Overstock CEO, Jonathan Johnson. "Bed Bath & Beyond is an iconic consumer brand, well-known in the home retail marketplace. The combination of our winning asset-light business model and the high awareness and loyalty of the Bed Bath & Beyond brand will improve the customer experience and position the Company for accelerated market share growth." Overstock is a leading on-line retailer of indoor and outdoor furniture, home décor, and area rugs, among other home furnishings products. Customers of Bed Bath & Beyond will be able to access the vast and growing assortment Overstock offers, along with the kitchen, bedding, and bath-related products for which Bed Bath & Beyond has been a destination for over 30 years. Brand Integration Within the next week, Overstock plans to re-launch the Bed Bath & Beyond domain in Canada, followed weeks later by the re-launch of a refreshed website, mobile app, and loyalty program in the United States. New and existing customers of both Overstock and Bed Bath & Beyond will experience a single online shopping destination -- bedbathandbeyond.ca in Canada and bedbathandbeyond.com in the U.S. -- for millions of quality furniture and home furnishings products available at affordable price points for every budget. Overstock is re-branding its Club O loyalty program as Welcome Rewards. The newly branded Welcome Rewards program will continue to offer 5% reward dollars for all purchases that can be fully redeemed in subsequent transactions. "Combining the strengths of the Overstock operational model and the Bed Bath & Beyond brand will create a powerful synergy," Johnson said. "I'm excited for consumers to experience the new Bed Bath and an even bigger and better Beyond." Transaction Details The Bed Bath & Beyond assets acquired include website and domain names, trademarks, tradenames, patents, customer database, loyalty program data and other brand assets related to the Bed Bath & Beyond banner. The U.S. Bankruptcy Court for the District of New Jersey approved Overstock's winning bid at a sale hearing on June 27, 2023. The transaction excludes any asset associated with the brick & mortar business of Bed Bath & Beyond, Inc. including store leases, inventory, warehousing, and logistics infrastructure. The buybuy Baby and Harmon banners and their assets formerly operated by Bed Bath & Beyond, Inc. are also excluded from the transaction. Pursuant to Overstock's winning bid and asset purchase agreement, the Company purchased the assets for $21.5 million, funded entirely with cash on hand. As previously disclosed, the Company had $374.7 million in cash and cash equivalents at the end of March 31, 2023. Legal advisors to Overstock on the transaction were Wachtell, Lipton, Rosen & Katz, and financial advisors were Guggenheim Securities, LLC. Overstock has engaged Bain & Co. and Redscout to provide brand integration management services. Webcast and Replay Information Overstock will hold a conference call to discuss the transaction on Thursday June 29, 2023 at 8.30 a.m. ET. Interested parties can register and access the webcast here. To participate in the conference call via telephone, please pre-register at this link here. Registrants will receive dial-in information and a unique PIN to access the live call. A replay of the conference call will be available at http://investors.overstock.comtwo hours after the live call has ended. Second Quarter 2023 Performance Preliminary Update Overstock is providing select preliminary second quarter 2023 financial information. 2Q 2023 quarter to date, revenue is estimated to have declined in the low-20% range compared to 2Q 2022. The promotional and marketing environment has remained highly competitive due to the weak consumer sentiment within a challenging economic backdrop and changes in consumer spending preferences. While this has put pressure on profitability, we continue to expect to deliver positive adjusted EBITDA for 2Q 2023. Overstock will not be providing any additional details or taking any questions related to the second quarter 2023 preliminary performance update on the conference call. 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. BED BATH: Whitefort, Riva Ridge Lead Unsecured Bondholders Group ---------------------------------------------------------------- In the Chapter 11 cases of Bed Bath & Beyond Inc., et al., Glenn Agre Bergman & Fuentes LLP, counsel to the Unsecured Noteholders Group, filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Unsecured Noteholders Group is comprised of certain holders of these notes issued by Bed Bath & Beyond, Inc.: -- 3.479% Senior Notes due 2024; -- 4.915% Senior Notes due 2034; and -- 5.165% Senior Notes due 2044 On April 24, 2023, the Unsecured Noteholders Group retained Glenn Agre to represent certain bondholders in connection with the Chapter 11 Cases. From time to time thereafter, certain additional members have joined the Unsecured Noteholders Group. The names, addresses, nature, and amount of all disclosable economic interests of each present member of the Unsecured Noteholders Group in relation to the Debtors as of June 12, 2023 are: 1. Alexandre Zyngier IRA c/o Glenn Agre Bergman & Fuentes LLP 1185 Avenue of the Americas New York, NY 10036 * $4,000,000 of 2044 5.165% Notes 2. B. Riley Financial 11100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 * $5,150,000 of 2044 5.165% Notes 3. Diamond Family Investments LLC 9553 Harding Ave #307, Surfside, FL 33154 * $3,199,000 of 2034 4.915% Notes * $6,500,000 of 2044 5.165% Notes 4. KORE Capital 1501 Corporate Drive, Suite 120, Boynton Beach, FL 33426 * $350,000 of 2024 3.749% Notes * $21,008,000 of 2044 5.165% Notes 5. Riva Ridge Capital Management LP 55 5th Avenue, Suite 1810 New York, NY 10003 * $4,210,000 of 2024 3.749% Notes * $39,448,000 of 2044 5.165% Notes 6. Whitebox Advisors LLC 3033 Excelsior Blvd, Suite 500 Minneapolis, MN 55416 * $1,762,000 of 2034 4.915% Notes * $30,776,000 of 2044 5.165% Notes 7. Whitefort Capital Management, LP 12 East 49th Street, 40th Floor New York, NY 10017 * $18,408,000 of 2024 3.749% Notes * $8,534,000 of 2034 4.915% Notes * $23,385,000 of 2044 5.165% Notes Counsel to the Unsecured Noteholders Group: Daniel M. Stolz, Esq. Gregory S. Kinoian, Esq. GENOVA BURNS 110 Allen Rd., Suite 304 Basking Ridge, NJ 07920 Tel: (973) 533-0777 Fax: (973) 533-1112 E-mail: DStolz@genovaburns.com - and - Andrew K. Glenn Kurt A. Mayr Shai Schmidt Naznen Rahman GLENN AGRE BERGMAN & FUENTES LLP 1185 Avenue of the Americas, 22nd Floor New York, NY 10036 Telephone: (212) 970-1600 E-mail: aglenn@glennagre.com kmayr@glennagre.com sschmidt@glennagre.com aberro@glennagre.com nrahman@glennagre.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 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. BETTER TRANSPORT: Brendon Singh Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 7 appointed Brendon Singh, Esq., at Tran Singh, LLP, as Subchapter V trustee for Better Transport Services, LLC. Mr. Singh will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Singh declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brendon Singh, Esq. Tran Singh, LLP 2502 LA Branch Street Houston, TX 77004 Phone: 832-975-7300 Fax: 832-975-7301 Email: bsingh@ts-llp.com About Better Transport Services Better Transport Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32218) on June 15, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Hana Almomani, president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. BEVERLY COMMUNITY: Committee Taps Dentons US as Counsel ------------------------------------------------------- The official committee of unsecured creditors of Beverly Community Hospital Association and its affiliates seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Dentons US, LLP. The committee requires legal counsel to: a. participate in in-person and telephonic meetings of the committee and otherwise advise the committee with respect to its rights, powers, and duties in the Debtors' Chapter 11 cases; b. assist and advise the committee in its consultations with the Debtors relating to the administration of the cases and the sale of the Debtors' assets; c. assist the committee in analyzing the claims of the Debtors' creditors and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the committee's investigation of the acts, conducts, assets, liabilities, and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' business; e. assist and advise the committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions, and the terms of a plan of reorganization or liquidation for the Debtors; f. assist and advise the committee as to its communications, if any, to the general creditor body regarding significant matters in the cases; g. represent the committee at hearings and other proceedings; h. review and analyze, as well as advise the committee with respect to applications, orders, statements of financial affairs, and schedules filed with the court; i. assist the committee in preparing pleadings; and j. perform other necessary legal services. The firm will be paid at these rates: Partners $594 to $800 per hour Senior Counsels $800 per hour Associates $563 to $670 per hour Paraprofessionals $333 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, Dentons disclosed the following: a. The firm has agreed to variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. No Dentons professionals included in this engagement will vary their rate based on the geographic location of the bankruptcy case. c. Dentons did not represent the committee prior to the petition date. d. Dentons is developing a prospective budget and staffing plan for the committee's review and approval. Furthermore, Dentons understands that the committee, along with the Debtors and the U.S. Trustee, will maintain active oversight of the firm's billing practices. Samuel Maizel, Esq., a partner at Dentons, 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: Tania M. Moyron, Esq. Samuel R. Maizel, Esq. Rebecca Wicks, Esq. Dentons US, LLP 601 South Figueroa Street, Suite 2500 Los Angeles, CA 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 Email: tania.moyron@dentons.com samuel.maizel@dentons.com rebecca.wicks@dentons.com About Beverly Community Hospital Association Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by its chief executive officer, Alice Cheng, Beverly Community disclosed $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Sandra R. Klein oversees the cases. The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special and conflicts counsel; and Triple P RTS, LLC, a wholly owned subsidiary of Portage Point Partners, LLC, as restructuring advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Beverly Community Hospital Association. The committee is represented by Dentons US, LLP and Sills Cummis & Gross, P.C. as legal counsels. BEVERLY COMMUNITY: Committee Taps Sills Cummis & Gross as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Beverly Community Hospital Association and its affiliates received approval from the U.S. Bankruptcy Court for the Central District of California to employ Sills Cummis & Gross, P.C. as co-counsel with Dentons US, LLP. The committee requires the services of the firm to: a. provide legal advice regarding the committee's rights, powers, and duties in these cases; b. prepare legal papers; c. represent the committee in matters arising in the Debtors' Chapter 11 cases, including any dispute or issue with the Debtors or third parties; d. appear at hearings and other proceedings; e. assist the committee in its investigation and analysis of the Debtors, their capital structure, and issues arising in or related to the cases; f. represent the committee in all aspects of any sale and bankruptcy plan confirmation proceedings; g. perform other legal services. The firm will be paid at these rates: Andrew H. Sherman, Member $995 per hour Boris I. Mankovetskiy, Member $875 per hour Daniel J. Harris, Of Counsel $775 per hour Gregory Kopacz, Of Counsel $725 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, Sills Cummis & Gross 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. The firm agreed that for each month in the bankruptcy case, the firm's fees will be limited to the lesser of the amount of its fees at its professionals' standard rates, and the amount of its fees at a blended rate of $675. 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 committee has approved the terms of retention of Sills Cummis & Gross, including the proposed rates and primary responsible personnel. Andrew Sherman, Esq., a partner at Sills Cummis & Gross, 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: Andrew H. Sherman, Esq. Boris I. Mankovetskiy, Esq. Sills Cummis & Gross P.C. One Riverfront Plaza, Newark, NJ 07102 Tel: (973) 643-7000 Fax: (973) 643-6500 Email: asherman@sillscummis.com bmankovetskiy@sillscummis.com About Beverly Community Hospital Association Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by its chief executive officer, Alice Cheng, Beverly Community disclosed $1 million to $10 million in assets and $100 million to $500 million in liabilities. Judge Sandra R. Klein oversees the cases. The Debtors tapped Sheppard, Mullin, Richter and Hampton, LLP as bankruptcy counsel; Orrick, Herrington & Sutcliffe, LLP as special and conflicts counsel; and Triple P RTS, LLC, a wholly owned subsidiary of Portage Point Partners, LLC, as restructuring advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Beverly Community Hospital Association. The committee is represented by Dentons US, LLP and Sills Cummis & Gross, P.C. as legal counsels. BIONIK LABORATORIES: Incurs $4.95M Net Loss in FY Ended March 31 ---------------------------------------------------------------- Bionik Laboratories Corp. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $4.95 million on $1.81 million of net revenues for the year ended March 31, 2023, compared to a net loss of $10.41 million on $1.27 million of net revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $3.36 million in total assets, $5 million in total liabilities, and a total stockholders' deficit of $1.64 million. Toronto, Canada-based MNP LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 20, 2023, citing that the Company has experienced losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Bionik said, "We have funded operations through the issuance of capital stock, loans, grants, and investment tax credits received from the Government of Canada. We require cash to pay our operating expenses, including research and development activities, fund working capital needs, acquire additional physical therapy practices to grow our new business model, and make capital expenditures. At March 31, 2023, our cash and cash equivalents were $0.4 million. Our cash and cash equivalents are predominantly cash in operating accounts. "Based on our current burn rate, we need to raise additional capital in the short term to fund operations, and meet expected future liquidity requirements, or we will be required to curtail or terminate some or all of our product lines or our operations. We are continuously in discussions to raise additional capital, which may include or be a combination of convertible or term loans and equity which, if successful, will enable us to continue operations in the short or medium term; however, we cannot give any assurance at this time that we will successfully raise all or some of such capital or any other capital. "There can be no assurance that necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which case we may be unable to meet our obligations or fully implement our business plan, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. "Additionally, we will need additional funds to respond to business opportunities including potential acquisitions of complementary technologies, protect our intellectual property, develop new lines of business, and enhance our operating infrastructure. While we may need to seek additional funding for any such purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive to, or otherwise adversely affect, holders of our common stock. We will also seek additional funds through arrangements with collaborators or other third parties. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001508381/000141057823001453/bnkl-20230331x10k.htm About BIONIK Laboratories Bionik Laboratories Corp. -- http://www.BIONIKlabs.com-- is a robotics company focused on providing rehabilitation and mobility solutions to individuals with neurological and mobility challenges from hospital to home. The Company has a portfolio of products focused on upper and lower extremity rehabilitation for stroke and other mobility-impaired patients, including three products on the market and three products in varying stages of development. BLACK DIAMOND: Seeks to Extend Plan Exclusivity to September 19 --------------------------------------------------------------- Black Diamond Energy of Delaware, Inc. asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend its exclusive periods to file and solicit acceptances of a chapter 11 plan to September 19, 2023 and December 12, 2023, respectively. Unless extended, the Debtor's filing exclusivity period and solicitation exclusivity period ends on June 21, 2023 and September 13, 2023, respectively. In addition to the extension of the exclusivity periods, the Debtor requests a general extension of time to file a chapter 11 plan from June 21, 2023, up to and including September 19, 2023. The Debtor stated that it has initiated two adversary proceedings: (a) Black Diamond Energy of Delaware, Inc. v. Sublette County Treasurer, Adv. Case No. 23-02043-GLT; Complaint filed on May 5, 2023 (b) Black Diamond Energy of Delaware, Inc. v. Powder River Energy Corporation, Adv. Case No. 23-02044-GLT; Complaint filed on May 12, 2023. The Debtor explained that the outcome of these adversary proceedings will dictate aspects of the Debtor's plan. These adversary actions are in the pleading stage and discovery has just commenced. Black Diamond Energy of Delaware, Inc. is represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Email: dcalaiaro@c-vlaw.com Tel: (412) 232-0930 About Black Diamond Energy of Delaware Black Diamond Energy of Delaware, Inc. -- https://www.blackdiamondenergy.com/ -- is a company based in Greensburg, Pa., which provides natural gas drilling programs for investor partners. It specializes in coalbed methane play in the Powder River Basin. Black Diamond sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-21448) on July 26, 2022, with up to $50,000 in assets and $10 million to $50 million in liabilities. Eric Koval, president of Black Diamond, signed the petition. Donald R. Calaiaro, Esq., at Calaiaro Valencik and Eric Rossi CPA, LLC serve as the Debtor's legal counsel and accountant, respectively. BLACKBERRY LIMITED: Egan-Jones Retains CCC Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 9, 2023, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. EJR also maintained its 'C' rating on commercial paper issued by the Company. Headquartered in Waterloo, Canada, BlackBerry Limited provides intelligent security software solutions. BLUE DOLPHIN: All Three Proposals Passed at Annual Meeting ---------------------------------------------------------- Blue Dolphin Energy Company held its Annual Meeting of Stockholders at which the stockholders: (i) elected Jonathan P. Carroll, Amitav Misra, Christopher T. Morris, Ryan A. Bailey, and Herbert N. Whitney as directors, all of whom shall serve until the next annual meeting of stockholders, or in each case until their successors are duly elected and qualified, or until their earlier resignation or removal; (ii) approved, on an advisory basis, a non-binding vote on executive compensation; and (iii) ratified the selection of UHY LLP as Blue Dolphin's independent public accounting firm for the fiscal year ending Dec. 31, 2023. About Blue Dolphin Headquartered in Houston, Texas, Blue Dolphin Energy Company -- http://www.blue-dolphin-energy.com-- is an independent downstream energy company operating in the Gulf Coast region of the United States. The Company's subsidiaries operate a light sweet-crude, 15,000-bpd crude distillation tower with approximately 1.2 million bbls of petroleum storage tank capacity in Nixon, Texas. Blue Dolphin was formed in 1986 as a Delaware corporation and is traded on the OTCQX under the ticker symbol "BDCO." Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated April 3, 2023, citing that the Company is in default under secured and related party loan agreements and has a net working capital deficiency. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BOSTON SCIENTIFIC: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 7, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Boston Scientific Corporation. Headquartered in Marlborough, Massachusetts, Boston Scientific Corporation develops, manufactures, and markets minimally invasive medical devices. BOYD GAMING: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on June 5, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Boyd Gaming Corporation. Headquartered in Las Vegas, Nevada, Boyd Gaming Corporation is an American gaming and hospitality company based in Paradise, Nevada. CALAMP CORP: Egan-Jones Cuts Senior Unsecured Ratings to CCC- ------------------------------------------------------------- Egan-Jones Ratings Company, on May 30, 2023 downgraded the foreign currency and local currency senior unsecured ratings on debt issued by CalAmp Corp. to CCC- from CCC. EJR also withdrew its 'C' rating on commercial paper issued by the Company. Headquartered in Irvine, California, CalAmp Corp. delivers wireless access and computer technologies. CALPLANT I: Unsecured Creditors to Get 0% in Joint Plan ------------------------------------------------------- CalPlant I Holdco, LLC, and CalPlant I, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan dated June 26, 2023. Holdco, a Delaware limited liability company, has no material assets other than its membership interests in CalPlant. CalPlant, a California limited liability company, holds substantially all of the Debtors' assets, including the Plant and the real estate where the Plant is located, and was responsible for the Debtors' operations. The Debtors constructed the world's first plant capable of manufacturing MDF from rice straw. Located in Willows, California, approximately 85 miles north of Sacramento, the Debtors' plant (the "Plant") was intended to convert rice straw—a waste product of rice farming—into high quality, environmentally friendly, and competitively priced MDF. At the outset of these Chapter 11 Cases, the Debtors' objective was to commence a sale process once the Plant was operating as a going-concern and able to garner the highest value. At that time, the Debtors, with Siempelkamp's encouragement, were optimistic that the engineering and design challenges the Plant had faced would be resolved by Siempelkamp, the Debtors' primary engineer and equipment manufacturer, shortly after the Petition Date. Thereafter, after careful consideration, and in consultation with the LIFO DIP Majority Bondholders, the Debtors made the decision to liquidate their Assets. To facilitate an orderly liquidation process, holders of the LIFO DIP Claims agreed to increase the LIFO DIP Facility yet again by $4.43 million in May 2023 and $5.0 million in June 2023. On May 15, 2023, the Debtors notified their employees and other key stakeholders of their decision to liquidate, and certain employees were given WARN notices. Concurrently, the Debtors initiated a comprehensive search to find a capable external firm to handle the liquidation process and ultimately selected the Plant Liquidator. The liquidation of the Debtors' equipment is expected to take approximately 11 months, and the Net Proceeds of such liquidation will ultimately be distributed to holders of Liquidating Trust Beneficial Interests, as provided for in this Plan. For the avoidance of doubt, the Plant Liquidator will not, however, be responsible for liquidating certain of the Debtors' Assets, including, but not limited to, the Debtors' real estate and the Retained Causes of Action, the most notable of which are the Debtors' claims against Siempelkamp (the "Siempelkamp Claims"). This Plan provides for the Debtors' emergence from the Chapter 11 Cases. Namely, upon the occurrence of the Effective Date: (a) all of the Debtors' Assets will vest in the Liquidating Trust, and the Liquidating Director will liquidate those Assets pursuant to the Liquidating Trust Agreement; and (b) the proceeds of the Exit Facility Bonds will also vest in the Liquidating Trust. The Net Proceeds will be used by the Liquidating Director to satisfy the costs and expenses of the Liquidating Director, to repay the Exit Facility Bonds, and to make distributions to holders of Allowed Claims in accordance with and subject to the terms of this Plan. Class 7 consists of General Unsecured Claims. On the Effective Date, all General Unsecured Claims shall be eliminated and extinguished, and no payment on account of General Unsecured Claims shall be made. The allowed unsecured claims total $21,838,000. This Class will receive a distribution of 0% of their allowed claims. Class 10 consists of Intercompany Interests. On the Effective Date, all Intercompany Interests shall be reinstated, distributed, contributed, set off, settled, canceled, and released, or otherwise addressed at the option of the Debtors or the Liquidating Debtors, as applicable; provided, for the avoidance of doubt, that no distributions shall be made on account of any Intercompany Interest. Class 11 consists of Parent Equity Interests. On the Effective Date, all Parent Equity Interests shall be canceled, released, eliminated, and extinguished and be of no further force of effect, and no payments on account of Parent Equity Interests shall be made. The Debtors shall fund distributions under the Plan with (a) the proceeds of the Exit Facility Bonds; (b) Net Proceeds; and (c) Cash on hand. Each distribution referred to in Article VII of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution, which terms and conditions shall bind each entity receiving such distribution. A full-text copy of the Second Amended Combined Disclosure Statement and Plan dated June 26, 2023 is available at https://urlcurt.com/u?l=1qxQQx from PacerMonitor.com at no charge. Counsel to the Debtors: Eric J. Monzo, Esq. Brya M. Keilson, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 Facsimile: (302) 571-1750 E-mail: emonzo@morrisjames.com bkeilson@morrisjames.com - and - Jennifer L. Marines, Esq. Benjamin Butterfield, Esq. Martha E. Martir, Esq. Miranda Russell, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019-9601 Telephone: (212) 468-8000 Facsimile: (212) 468-7900 E-mail: jmarines@mofo.com bbutterfield@mofo.com mmartir@mofo.com mrussell@mofo.com About CalPlant CalPlant I, LLC -- http://www.eurekamdf.com/-- is a Northern California-based company focused on manufacturing sustainably sourced building products, including the creation of the world's first no-added-formaldehyde, rice straw-based medium density fiberboard, Eureka MDF. CalPlant and its predecessor company, CalAg, LLC, have spent many years researching, developing, and patenting a process to make high-quality MDF using annually renewable rice straw as the feedstock, the disposal of which has posed environmental issues in California for decades. CalPlant I and CalPlant I Holdco, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11302) on Oct. 5, 2021. The cases are handled by Honorable Judge John T. Dorsey. CalPlant I Holdco listed up to $100 million in assets and up to $50,000 in liabilities as of the bankruptcy filing while CalPlant I listed as much as $500 million in both assets and liabilities. The Debtors tapped Morrison & Foerster, LLP as bankruptcy counsel; Morris James, LLP as local bankruptcy counsel; Paladin Management Group as financial advisor; and KCoe Isom, LLP as auditor and tax services provider. Kroll's Restructuring Administration practice, formerly known as Prime Clerk, is the claims, noticing and administrative agent. CAMBER ENERGY: NYSE Accepts Business Plan to Regain Compliance -------------------------------------------------------------- Camber Energy, Inc. announced that the NYSE American LLC has accepted the Company's business plan to regain compliance with the Exchange's continued listing standards regarding stockholders' equity, as set forth in Sections 1003(a)(i), (ii) and (iii) of the NYSE American Company Guide. The Company's plan of compliance, submitted by Camber on May 9, 2023 and accepted by the Exchange on June 14, 2023, includes, among other things, consummating the previously-disclosed merger with Viking Energy Group, Inc., the commercialization of certain of Viking's existing intellectual property and licenses, and further reducing the number of outstanding shares of Camber's Series C Redeemable Convertible Preferred Stock. The Exchange will continue to review the Company on a quarterly basis for compliance with the Plan, and the Company must regain compliance with the Exchange's continued listed standards on or before April 12, 2024. The notice from the Exchange has no immediate impact on the listing of the Company's shares of common stock, par value $0.001 per share, which will continue to be listed and traded on the Exchange during the period mentioned below, subject to the Company's compliance with the other listing requirements of the Exchange. The Common Stock will continue to trade under the symbol "CEI", but will have an added designation of ".BC" to indicate the status of the Common Stock as "below compliance". The notice does not affect the Company's ongoing business operations or its reporting requirements with the Securities and Exchange Commission. About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy-- is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system, and has a majority interest in: (i) an entity with intellectual property rights to a fully developed, patent pending, ready-for-market proprietary Medical & Bio-Hazard Waste Treatment system using Ozone Technology; and (ii) entities with the intellectual property rights to fully developed, patent pending, ready-for-market proprietary Electric Transmission and Distribution Open Conductor Detection Systems. Camber Energy reported a net loss attributable to the company of $107.74 million for the year ended Dec. 31, 2022, a net loss attributable to the company of $169.68 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $52.01 million for the nine months ended Dec. 31, 2020. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 17, 2023, citing that the Company has suffered recurring losses from operations, has a stockholder deficit and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CARMAX INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company, on June 5, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by CarMax, Inc. Headquartered in Richmond, Virginia, CarMax, Inc. retails automobiles. CARNIVAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on June 5, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Carnival Corporation. EJR also maintained its 'B' rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Carnival Corporation owns and operates cruise ships offering cruises to all major vacation destinations including North America, United Kingdom, Germany, Southern Europe, South America, and Asia Pacific. CARPENTER TECHNOLOGY: Egan-Jones Retains BB- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 14, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Carpenter Technology Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, Carpenter Technology Corporation manufactures, fabricates, and distributes stainless steels, titanium, and specialty metal alloys. CATALENT PHARMA: Moody's Confirms B1 CFR & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service confirmed the ratings of Catalent Pharma Solutions, Inc., including its B1 Corporate Family Rating and its B1-PD Probability of Default Rating. Moody's also confirmed the Ba2 senior secured rating and the B3 senior unsecured rating. Concurrently, Moody's revised the Speculative Grade Liquidity to SGL-2 from SGL-4. The ratings outlook was revised to stable from rating under review. This concludes the review first initiated on April 17, 2023 following the company's announcement of material reduction in earnings in the current fiscal year due to productivity issues at several facilities, higher operating costs, and weaker consumer demand. The confirmation of the ratings reflects Moody's expectations that Catalent is tackling the productivity and internal control issues that are at the root of the profit decline. The rating action also reflects an improvement in liquidity following Catalent's filing of its 3Q 2023 financial statements, which reduced the risk of a default on its debt covenant. The B1 rating is supported by the fact that Catalent has identified the issues and corrective action is underway, which should support future earnings. Furthermore, earnings growth will be supported by new client business that Catalent recently booked with major pharmaceutical companies. Despite the expected growth in its core business, the sharp contraction in COVID-19 revenue will adversely impact Catalent's EBITDA and lead to an increase in leverage to above 6x until June 2024. However, Moody's expects leverage to improve towards 5.5x afterwards. The SGL-2 reflects a reduction in liquidity risk following the filing of its 3Q 2023 financial statements on June 12, 2023, which reduced the risk of a default on its debt covenant and limit access to its revolver. Liquidity is supported by Moody's expectation that cash flow from operations will adequately cover capex over the next 12 to 18 months, and that the company has sizeable availability ($550 million) on its $1.1 billion revolver that expires in 2027. Liquidity is supported by a cash balance of $253 million as of March 31, 2023. Confirmations: Issuer: Catalent Pharma Solutions, Inc. Corporate Family Rating, Confirmed at B1 Probability of Default Rating, Confirmed at B1-PD Senior Secured Revolving Credit Facility, Confirmed at Ba2 Senior Secured Term Loan B3, Confirmed at Ba2 Senior Unsecured Notes, Confirmed at B3 Upgrades: Issuer: Catalent Pharma Solutions, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-4 Outlook Actions: Issuer: Catalent Pharma Solutions, Inc. Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The B1 rating reflects Catalent's high financial leverage and modest free cash flow relative to debt. The B1 rating is also constrained by the volatility inherent in the pharmaceutical contract manufacturing industry, and high fixed costs that can create volatility in net profit and cash flows. The rating also reflects Catalent's acquisitive strategy and willingness to increase leverage to fulfill its expansion strategy. Catalent's credit profile is supported by its good size and scale, breadth of services and strong reputation as one of the largest contract development management organizations (CDMOs) globally. The company also maintains a diversified customer base and commands a large library of patents, know-how, and other intellectual property that raise barriers to entry and enhance margins. While managing expansion has proved challenging as COVID-related revenue sharply declines in 2023, recent investment in capacity will support future earnings growth. The stable outlook reflects Moody's expectation that leverage will improve over the next 12 to 18 months, and that adjusted debt/EBITDA will be approaching 5.5x. The Speculative Grade Liquidity Rating of SGL-2 reflects Moody's expectation that Catalent's liquidity will remain good over the next 12-18 months. Liquidity is supported by a cash balance of $253 million as of March 31, 2023. However, Catalent relies on its $1.1 billion revolving credit facility (due 2027), which was $550 million drown as of March 31, 2023. The contraction in earnings and operating cash flow has reduced the headroom under the revolver 6.5x leverage covenant, but Moody's expects Catalent to remain in compliance with its leverage covenant. ESG CONSIDERATIONS Catalent's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. Catalent's exposure to governance risk considerations (G-4) is a constraining factor for the rating. This reflects a material increase in governance risk following the April 2023 profit warning, internal control issues and delays in financial reporting (now resolved). Catalent has also significant exposure to social risk considerations (S-4) which is another factor constraining the rating. Social risk considerations resolve around responsible production, and specifically product quality and supply chain reliability. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Catalent reduces financial leverage such that Moody's expects debt to EBITDA to reach below 4.5 times. Organic growth that results in increased scale and improved business line diversity, would also support an upgrade. The ratings could be downgraded if Moody's expects Catalent's financial leverage will not improve and approach 5.5 times. The ratings could also be downgraded if Catalent's earnings further deteriorate, if Catalent encounters further internal control issues, or if the recent capex strategy fails to generate robust organic revenue growth. The ratings could be downgraded if the company adopts a more aggressive financial strategies such as large acquisitions or dividend payments. Catalent Pharma Solutions, Inc. is a leading contract development and manufacturing organization (CDMO) company and a global provider of advanced delivery technologies and development and manufacturing solutions for drugs; protein, cell, and gene therapy biologics; and consumer health products. These include the company's formulation, development and manufacturing of softgels and other products for the prescription drug and consumer health industries. The company reported revenue of approximately $4.5 billion for the LTM period ended March 31, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CCS-CMGC HOLDINGS: MetWest FRI Marks $478,750 Loan at 32% Off ------------------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $478,750 loan extended to CCS-CMGC Holdings, Incto market at $352,292 or 68% 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. Floating Rate Income Fund is a participant in a First Lien Term Loan (LIBOR plus 5.50%) to CCS-CMGC Holdings, Inc. The loan accrues interest at a rate of 10.32% per annum. The loan matures on October 1, 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. CCS-CMGC Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides health care services. CELSIUS NETWORK: Says Wintermute Trading Aided Mashinsky in Fraud ----------------------------------------------------------------- COINCU, via Binance Feed, reports that Wintermute Trading Ltd, one of the largest cryptocurrency market makers, has been accused of aiding in a fraudulent scheme alongside former Celsius Network Ltd. CEO Alex Mashinsky. The accusations stem from a proposed class-action lawsuit, where plaintiffs sued Mashinsky and other Celsius executives in July 2022. Last week, the plaintiffs amended their federal lawsuit in New Jersey to include Wintermute as a defendant, further entangling another significant industry player in the fallout from Celsius's collapse. The lawsuit alleges that starting in March 2021, Wintermute engaged in "wash trading" and other improper activities, artificially inflating the value of Celsius's native CEL token and loan products. The investors also claim that Wintermute played a critical role in Mashinsky's failed attempt to prop up CEL in May 2022 after the Terra and Luna tokens collapsed. Celsius froze all accounts on June 13, 2022, and filed for bankruptcy the following month amid a market crash that caused significant losses to investors. The lawsuit alleges that Wintermute's "wash trading" activities corrupted the CEL token prices and reported trading volumes, which deceived investors. Defendants' statements about compliance and trading volumes were material to investors trading in the CEL Tokens and on the Celsius platform. When deciding whether to trade in CEL Tokens, a reasonable investor would consider it important to know that the Executive Defendants and Wintermute were engaging in manipulative trading with respect to the CEL Tokens, and ensuring that the reported trading volumes reflected real market demand based on arm's length transactions operating under legitimate market principles. Wintermute has denied any wrongdoing in relation to the allegations. A company spokesperson stated in an email, "Wintermute strongly denies it has ever engaged in any improper trading." Benjamin Allee, one of Mashinsky's lawyers in the case, declined to comment on the amended lawsuit. Mashinsky has previously denied any wrongdoing regarding the collapse of Celsius. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CINEWORLD FINANCE: 84% Markdown for $2.2M MetWest Flex Loan ----------------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $2,261,537 loan extended to Cineworld Finance U.S. Inc to market at $356,904 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 Term Loan B, 1st Lien 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 PLC 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 US. 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%). Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. The London-listed Cineworld has run up debt of more than $4.8 billion after losses soared during the pandemic. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. CINEWORLD FINANCE: MetWest OHIC Marks $15,802 Loan at 84% Off ------------------------------------------------------------- Metropolitan West Fund's Opportunistic High Income Credit Fund has marked its $15,802 loan extended to CenturyLink, Inc to market at $2,532 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. Opportunistic High Income Credit Fund is a participant in a First Lien Term Loan B (LIBOR plus 1.50%) to CenturyLink, Inc. The loan accrues interest at a rate of 9.50% per annum. The loan matures on February 28, 2025. Flexible Income Fund is a participant in a Term Loan B, 1st Lien Loan (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 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 FINANCE: MetWest TRB Marks $6.7M Loan at 84% Off ---------------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $6,702,692 loan extended to Cineworld Finance U.S. Inc to market at $1,057,7852 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. Total Return Bond Fund is a participant in a First Lien Term Loan B (LIBOR plus 1.50%) to Cineworld 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 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: EPR Enters Into Plan Deal for 41 Properties ------------------------------------------------------------ EPR Properties (NYSE:EPR) on June 28, 2023, disclosed that it has entered into a comprehensive restructuring agreement with Regal Cinemas and certain of its subsidiaries (collectively, "Regal") anchored by a new master lease ("Master Lease") for 41 of the 57 properties currently leased to Regal ("Master Lease Properties"). The Master Lease is a triple-net lease with $65 million in total annual fixed rent ("Annual Base Rent") escalating by 10% every five years. The Master Lease has three tranches of properties. The initial terms of the tranches are staggered, expiring on the 11th, 13th and 15th anniversaries of the Effective Date (as defined herein), respectively, and each tranche has three five-year renewal options. The weighted average lease term was increased by four years to 13 years. Regal will also pay percentage rent for each lease year ("Annual Percentage Rent") on gross sales exceeding $220 million, with threshold amounts increasing every five years commensurate with escalations in Annual Base Rent. Regal revenues on the 41 Master Lease Properties exceeded $220 million in 2022 as North American Box Office Gross ("NABOG") totaled $7.4 billion. The Company will also reduce its footprint with Regal by taking back 16 theatres previously operated by Regal (the "Surrendered Properties"). -- Pursuant to management agreements, Cinemark (NYSE:CNK) will operate four of the Surrendered Properties and Phoenix Theatres will operate one. -- As part of the Company's strategy to reduce its overall theatre footprint, the remaining 11 theatres will be marketed for sale. Percentage rent under the Master Lease was designed to allow the Company to participate in expected continued improvements in box office performance, and to provide for income to return to pre-pandemic levels as performance recovers. For the initial lease year ending in 2024, assuming NABOG approximates $9.4 billion, the combined 41 Master Lease Properties and five operating properties are expected to achieve 96% of the aggregate pre-bankruptcy Regal rent for the 57 properties. The median industry analyst estimate of NABOG for 2023 is $9.0 billion and is $9.8 billion for 2024. As previously disclosed, on September 7, 2022, Cineworld Group, plc and Regal, and certain of their subsidiaries (collectively, "Debtor") filed for protection under Chapter 11 of the U.S. Bankruptcy Code. On June 28, 2023, a hearing was held in the case regarding the confirmation of the Debtor's Plan of Reorganization (the "Plan"). Debtor has recently stated that it is seeking confirmation of the Plan on an expeditious basis and reiterated its expectation that it will emerge from the Chapter 11 cases in July 2023. As a result of the reorganization, it is expected that Debtor's total debt would be reduced from $5.0 billion owed prior to the bankruptcy, to only $1.5 billion upon effectiveness of the Plan. The lease restructuring agreement between the Company and Regal is memorialized in an Omnibus Lease Amendment Agreement (the "Omnibus Agreement"), which will be assumed pursuant to the Plan when the Plan becomes effective (the "Effective Date"). Upon confirmation by the court, the Plan will become effective, and Debtor will emerge from the Chapter 11 cases, when its conditions, including the negotiation of Debtor's loan documents and closing of the transactions contemplated thereby, have been completed (the "Effective Date"). Under the Omnibus Agreement, the Master Lease and related agreements will become effective at the Effective Date. On the Effective Date, Regal will surrender the Surrendered Properties. Regal expects that, assuming all conditions are satisfied, the Effective Date of the Plan will occur during the third quarter of 2023. CEO Commentary "The resolution of the Regal bankruptcy will provide us with a much stronger tenant that has a recapitalized and improved balance sheet with significantly lower leverage," stated Greg Silvers, Chairman and CEO of EPR Properties. "The transition of the portfolio to a single Master Lease will provide us with a more secure long-term structure. The innovative percentage rent component allows us to more fully participate in the recovery of theatrical exhibition, with significant upside potential. The Management Agreement with Cinemark further solidifies our deep relationship with one of the nation's leading exhibitors, and the planned disposition of 11 theatres will reduce our overall theatre footprint and provide additional investment capital. We are pleased with the resolution of the restructuring and believe it has enhanced our overall company profile." Other Terms of the Master Lease and Related Agreements -- A parent entity of Regal will provide a guaranty of Regal's obligations under the Master Lease. -- As of June 28, 2023, Regal owes the Company approximately $51.8 million of deferred rent (the "Deferred Rent Balance") related to the 41 theatres under the Master Lease. The Company will not require any payments toward the Deferred Rent Balance and if Regal has no uncured events of default prior to the 15th anniversary of the Effective Date, the Company will forgive the Deferred Rent Balance. If at any time prior to 15th anniversary of the Effective Date, Regal has an uncured event of default, the entire Deferred Rent Balance will become due and payable. The remaining balance of the deferred rent related to the Surrendered Properties will be an unsecured claim under the bankruptcy proceeding. -- Upon the fulfillment of certain conditions, the Company will reimburse Regal 50% up to a maximum of $32.5 million for revenue enhancing improvements to individual Master Lease Properties undertaken by Regal at its option and approved by the Company. The material terms of the agreements with Regal described above will be more fully described in the Company's next Quarterly Report on Form 10-Q. Operating Properties In taking back the Surrendered Properties, the Company is reducing its footprint with Regal while expanding and strengthening its long-standing relationship with Cinemark, one of the nation's leading exhibitors, and adding to its existing managed portfolio with Phoenix Theatres. Cinemark will manage four high performing theatres located in top 20 MSAs. Three of the theatres have recliners and two have premium large format screens. Phoenix will manage one productive smaller-market theatre. Properties To Be Marketed for Sale To reduce its overall theatre footprint, the Company plans to sell the remaining 11 Surrendered Properties and deploy the proceeds to acquire non-theatre experiential properties. Pending Write-Down In conjunction with taking back the Surrendered Properties, the Company expects to record a non-cash impairment charge in the second quarter of approximately $50 million based on recently appraised values. About EPR Properties EPR Properties (NYSE:EPR) -- http://www.eprkc.com--- is a diversified experiential net lease real estate investment trust (REIT), specializing in select enduring experiential properties in the real estate industry. It has a total assets of approximately $5.8 billion (after accumulated depreciation of approximately $1.3 billion) across 44 states. 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. CITY BREWING: MetWest FRI Marks $1.1M Loan at 58% Off ----------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $1,189,481 loan extended to City Brewing Co. LLC to market at $502,984 or 42% 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 on June 2, 2023. Floating Rate Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 3.50%) to City Brewing Co. LLC. The loan accrues interest at a rate of 8.32% per annum. The loan matures on April 5, 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. City Brewing Company, LLC operates as a brewery company. The Company produces beverages by contract, including beer, malts, teas, and energy drinks. CLEANSPARK INC: To Acquire Bitcoin Mining Facilities for $9.3M Cash ------------------------------------------------------------------- CleanSpark Inc. announced it has entered into definitive agreements to acquire two turnkey bitcoin mining campuses located in Dalton, Georgia, for a cash payment of $9.3 million. The facilities are expected to add just under 1 exahash per second (EH/s) to CleanSpark's hashrate shortly after the deal is scheduled to close later this week. The two facilities will host a total of over 6,000 Antminer S19 XPs and S19J Pro+s, the latest and most power-efficient generation of bitcoin mining machines, from orders placed and fully paid for by CleanSpark earlier this year. "This acquisition ensures that we have more than enough infrastructure to reach our year-end target of 16 EH/s. It also continues to position us as one of the most power-efficient miners on an energy-per-hashrate basis," said Zach Bradford, CEO of CleanSpark. "These two additional sites are testament to our deepening ties with rural communities in Georgia and the regional expertise we are developing there as a large, flexible load. Importantly, our efforts are generating economic growth for the suburban and rural areas where our operations are located." This is the latest in a series of machine purchases and other acquisitions made by the Company since the crypto bear market began. Earlier this month, CleanSpark purchased 12,500 brand-new Antminer S19 XP machines at a discounted price. The Company also purchased 20,000 brand-new Antminer S19j Pro+ units in February, all of which have been fully paid for, and 45,000 brand-new Antminer S19 XP units in April. "We continue to make use of opportunities created by current market conditions to prepare for next year's bitcoin halving," said Gary A. Vecchiarelli, CFO at CleanSpark. "Importantly, this acquisition is fully paid for from our existing cash reserves and we expect it to almost immediately start driving revenue to our bottom line." CleanSpark mines bitcoin with predominantly low-carbon energy sources, which account for over 90% of its energy mix, and continues to follow a balanced capital management strategy by selling a portion of its mined bitcoins to reinvest in growth. This strategy, coupled with the Company's proprietary mining model, allowed CleanSpark to exceed its year-end guidance in 2022, tripling its hashrate during that period and achieving one of the highest hashrate realization rates among its peers during the crypto bear market. About CleanSpark Headquartered in Bountiful, Utah, CleanSpark, Inc. -- www.cleanspark.com -- is a bitcoin mining company incorporated in Nevada, whose common stock is listed on the Nasdaq Capital Market. The Company, through itself and its wholly owned subsidiaries, has operated in the bitcoin mining sector since December 2020. The only cryptocurrency the Company mine is bitcoin. From March 2014 to June 30, 2022, the Company provided advanced energy technology solutions to commercial and residential customers to solve modern energy challenges in the alternative energy sector. CleanSpark reported a net loss of $57.33 million for the year ended Sept. 30, 2022, a net loss of $21.81 million on $39.29 million for the year ended Sept. 30, 2021, a net loss of $23.35 million for the year ended Sept. 30, 2020, and a net loss of $26.12 million for the year ended Sept. 30, 2019. As of March 31, 2023, the Company had $531.55 million in total assets, $57.67 million in total liabilities, and $473.88 million in total stockholders' equity. CLUBHOUSE MEDIA: Yusufali & Associates Replaces Fruci as Auditor ---------------------------------------------------------------- The Board of Directors of Clubhouse Media Group, Inc., by unanimous written consent, approved the dismissal of Fruci & Associates II, PLLC, Auditors, as the independent registered accounting firm of the Company, according to the Company's Form 8-K filed with the Securities and Exchange Commission. Clubhouse Media said Fruci's reports on the Company's financial statements for the fiscal years ended Dec. 31, 2022 and Dec. 31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports expressed substantial doubt regarding the Company's ability to continue as a going concern. Furthermore, during the Company's two most recent fiscal years and through June 19, 2023, there have been no disagreements with Fruci on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Fruci's satisfaction, would have caused L&L to make reference to the subject matter of the disagreement in connection with its reports on the Company's financial statements for such periods. On June 19, 2023, the Company's Board of Directors appointed Yusufali & Associates, LLC, Auditors as the Company's new independent registered public accounting firm. The initial term of Yusifali shall be for the fiscal year end period, ended Dec. 31, 2023. About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. Clubhouse Media reported a net loss of $7.53 million for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.24 million in total assets, $8.92 million in total liabilities, and a total stockholders' deficit of $7.68 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COHERENT INC: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on May 31, 2023 maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Coherent, Inc. Headquartered in Saxonburg, Pennsylvania, Coherent, Inc. is a global company that manufactures and sells a variety of laser-based photonic products. COMMUNITY HOME: UST Has Objection to Trustee's Plan & Disclosures ----------------------------------------------------------------- David W. Asbach, Acting United States Trustee for Region 5, filed an objection to the Third Amended Disclosure Statement and Joint Third Amended Chapter 11 Plan of Liquidation of Community Home Financial Services, Inc. Trustee Kristina M. Johnson filed a Third Modified Chapter 11 Plan and a corresponding Disclosure Statement for the Debtor on May 15, 2023. According to UST, it is unclear from the Joint DS and Plan who will be responsible for filing the Debtor's remaining pre-confirmation monthly operating reports ("MORs") and the post-confirmation reports ("PCRs") for the Debtor after the Effective Date. If the Court confirms the Joint DS and Plan, the UST requests that language be included in any confirmation order that states who shall timely file with the Court any and all remaining monthly operating reports ("MORs") and all post-confirmation reports ("PCRs") in accordance with the UST's Chapter 11 Operating Guidelines and Reporting Requirements ("OGRR-11") up to and including the date of conversion, dismissal, or closing of the case. The UST points out that Section 3.1(b) of the Joint Plan states that UST fees payable under 28 U.S.C. Sec. 1930(a)(6) "will be paid by the Trustee in Cash." The UST requests clarification on who will be responsible for the payment of UST fees for each calendar quarter up to the Effective Date, and then who will be responsible for the payment of UST fees after the Effective Date for each calendar quarter up to and including the calendar quarter containing the date of conversion, dismissal, or closing of the case. The UST further points out that in Section 1.31 of the Joint Plan, the "Effective Date" is defined as "the first Business Day after which conditions specified in Section 8.1 of the Plan have been satisfied or waived in Section 8.2." Section 8.1 states that "[t]he Plan shall not be consummated, and the Effective Date shall not occur," until the following conditions are met: (a) The first Business Day after a Confirmation Order has been entered by the Bankruptcy Court in form and substance that is satisfactory to the Bankruptcy Court and the Trustee, so that such Confirmation Order shall be in full force and effect and shall be a Final Order; (b) no Material Adverse Change will have occurred from and after the Confirmation Date; and, (c) all consents, actions, documents, certificates, and agreements necessary to implement the Plan shall have been effected or executed and delivered to the required parties, and, to the extent required, filed with the applicable governmental units in accordance with the applicable laws. Section 8.2 of the Plan states that one or more of the Section 8.1 conditions may be waived, in whole or in part, by all Plan Sponsors in their discretion at any time and without any Order of the Bankruptcy Court. The UST objects to the Injunction language in Section 9.1 of the Joint Plan to the extent the language provides an improper discharge to the Debtor. Since the Joint Plan is a liquidating plan, the Debtor is not entitled to a discharge under 11 U.S.C. section 1141(d)(3)(A). A portion of Section 9.1 that enjoins parties from taking action against the Estate's Professionals, including the Servicer, appears to improperly release and exculpate those entities. The UST also objects to the "No Successor Liability" language in Section 9.3 of the Joint Plan to the extent it attempts to release and exculpate the Estate's Professionals, including the Servicer. The UST objects to Section 9.4 of the Joint Plan to the extent it improperly releases non-debtor third parties. About Community Home Financial Services Community Home Financial Services, Inc., is a specialty finance company providing contractors with financing for their customers. It operated from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. On December 23, 2013, Community Home Financial changed its principal place of business to Panama. Community Home Financial filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012, with $44.9 million in total assets and $30.3 million in total liabilities. William D. Dickson, president of Community Home Financial, signed the petition. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor later engaged Derek A. Henderson, Esq., in Jackson, Mississippi. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Jan. 9, 2014, Kristina M. Johnson was appointed as Chapter 11 trustee for the Debtor. Jones Walker LLP served as counsel to the trustee, while Stephen Smith, C.P.A., acted as accountant. COMTECH TELECOM: Egan-Jones Retains B- Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company, on May 31, 2023 maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Comtech Telecommunications Corp. EJR also withdrew its 'B' rating on commercial paper issued by the Company. Headquartered in Huntington, New York, Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. CONTEMPORARY MANAGEMENT: U.S. Trustee Seeks PCO Appointment ----------------------------------------------------------- The U.S. Trustee for Region 2 filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for the appointment of a patient care ombudsman for Contemporary Management Services, LLC and affiliates. In his motion, the U.S. Trustee argued Contemporary Management operates a health care business and that a patient care ombudsman must be appointed in its Chapter 11 case. "The Debtors operate a business which provide dental implants and related surgeries to patients. Because the Debtors in these cases operate dental implant practices, and dental practices have been determined to be a health care business in this district, the appointment of a patient care ombudsman is required," the U.S. Trustee said. Section 333 directs that a patient care ombudsman be appointed if a debtor is a health care business unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients. The ombudsman monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. About Contemporary Management Services 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. CROWN COMMERCIAL: Court Confirms Plan, $21.75M Sale --------------------------------------------------- Judge Janet S. Baer has entered an order approving Crown Commercial Real Estate and Development, LLC's Disclosure Statement and confirming the First Amended Chapter 11 Plan of Reorganization dated May 3, 2023. The Plan of Reorganization proposes and is contingent upon the sale of substantially all of the Debtor's assets. Pursuant to a Real Estate Purchase Agreement dated April 5, 2023, Chatham 87 Of Illinois LLC, has agreed to purchase the Debtor's real property commonly known as 8510-8658 South Cottage Grove Avenue, Chicago, Illinois 60619, on which there are presently located approximately 64,259 square foot buildings, for a purchase price of $21,750,000. Under the Plan, the allowed secured claim of the Lender will be paid $20,500,000 at closing. Unsecured claims totaling $160,396 will be paid in full. According to the Confirmation Order, the sale of the Debtor's assets pursuant to the Real Estate Purchase Agreement is approved as made pursuant to the Plan under Section 1123 of the Bankruptcy Code and made free and clear of all liens, encumbrances, charges or claims of any creditor, lender, or equity interest holder of the Debtor. The Effective Date of the Plan will be (i) the Closing Date of the Sales Transaction contemplated by the Plan and (ii) the date the Confirmation Order becomes a Final Order. The releases provided for under the Plan are approved upon the finding that such releases are based upon the receipt of good and valuable consideration without which this plan could not have been proposed or confirmed, and such release provisions shall become effective in accordance with the terms of the Plan. This matter is set for post-confirmation status on August 25, 2023 at 10:00 a.m. About Crown Commercial Crown Commercial Real Estate and Development, LLC, operates a shopping center located at 87th Street and Cottage Grove Avenue, Chicago, IL 60619. The Property consists of a shopping center owned and operated for 25 years by Crown Commercial. Crown Commercial sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-05113) on May 3, 2022. In the petition signed by Musa P. Tadro, manager, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Janet S. Baer oversees the case. The Law Offices of Konstantine Sparagis is the Debtor's counsel. CSR WORLDWIDE: Seeks to Hire D. R. Payne & Associates as CRO ------------------------------------------------------------ CSR Worldwide OK, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to employ D. R. Payne & Associates, Inc. as its chief restructuring officer (CRO). The firm will render these services: (a) evaluation, confirmation and/or development of timeline and milestones for implementation and consummation of the plan of reorganization and/or other acceptable transaction; (b) with access to data and with assistance of the Debtor representatives, development of a 13-week budget; (c) review, approval, and submission of weekly reports for the immediately preceding week's revenues and expenses to stakeholders; (d) review, approval, and submission on the 15th day and last day of each calendar month during the term of the bankruptcy proceeding, a written report detailing the Debtor's progress and performance to meet and achieve the milestones and objectives to achieve a transaction to the stakeholders; (e) preparation of the business financial and operating data and information necessary for filing motions and amended motions; (f) conduct ongoing, routine communications with the Debtor's lenders and other creditors; (g) provide such other similar services as may be necessary to maximize enterprise value and comply with the financial and business requirements of 11 U.S.C. Title 11; and (h) provide such other services as requested or directed by the board and agreed to by the CRO. The hourly rates of the firm's professionals are as follows: David R. Payne, CRO $495 Assistant to CRO - Manager $350 Assistant to CRO – Consultant Staff $175 - $215 The Debtor will pay the firm a $10,000 deposit to be held as a retainer for the fees and expenses incurred. Mr. Payne disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Payne D. R. Payne & Associates, Inc. 119 North Robinson Avenue Oklahoma City, OK 73102 Telephone: (405) 272-0511 Email: info@drpayne.com About CSR Worldwide OK CSR Worldwide OK, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Okla. Case No. 23-80391) on June 6, 2023, with $7,099,094 in assets and $7,130,915 in liabilities. CSR CEO Troy Don Burgess signed the petition. The Debtor tapped Brown Law Firm, PC as counsel and D. R. Payne & Associates, Inc. as its chief restructuring officer. CUENTAS INC: Yochanon Bruk Quits as Director -------------------------------------------- Yochanon Bruk tendered his resignations as member of the board of directors of Cuentas Inc. on June 15, 2023. Mr. Bruk's resignation was not in connection with any disagreements with the Company, according to the Company's Form 8-K filed with the Securities and Exchange Commission. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- currently focuses on the business of using proprietary fintech technology to provide e-banking ande-commerce services for delivering mobile banking, prepaid debit and digital content services to the unbanked, underbanked and underserved Latino, Hispanic and immigrant communities. The Company's proprietary software platform enables Cuentas to offer comprehensive financial services and robust functionality that is absent from other Mobile Apps through the use of its Prepaid Debit Mastercard/General-Purpose Reloadable cards. Cuentas reported a net loss attributable to the company of $14.53 million in 2022, a net loss attributable to the company of $10.73 million in 2021, a net loss attributable to the company of $8.10 million in 2020, a net loss attributable to the company of $1.32 million in 2019, and a net loss of $3.56 million in 2018. As of March 31, 2023, the Company had $5.19 million in total assets, $2.31 million in total liabilities, and $2.88 million in total stockholders' equity. Tel-Aviv, Israel-based Yarel + Partners, Certified Public Accountants (Isr.), the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred net losses since its inception, and has not yet generated sufficient revenues to support its operations. As of Dec. 31, 2022, there is an accumulated deficit of $52,750,000. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. CUSTOM ALLOY: SSG Acted as Investment Banker in Trident Asset Sale ------------------------------------------------------------------ SSG Capital Advisors, LLC (SSG) acted as the investment banker to Custom Alloy Corporation and certain affiliates (together, Custom Alloy or the Company), in the sale of substantially all of its assets to an affiliate of Trident Maritime Systems, LLC (Trident), a portfolio company of J.F. Lehman & Company. The transaction closed in June 2023 pursuant to a Section 363 sale process in the U.S. Bankruptcy Court for the District of New Jersey. Founded in 1968 and headquartered in High Bridge, New Jersey, Custom Alloy is a leading manufacturer of seamless and welded fittings, forgings and pipe. Custom Alloy's products are utilized in demanding conditions such as high-pressure lines, corrosive environments, heat severity and nuclear applications. With over 190 employees and approximately 450,000 square feet of manufacturing space across four facilities, the Company has the unique ability to produce customized products in an expedited timeframe and meaningfully reduce costly downtime caused by emergencies, project delays and planned maintenance. These attributes, coupled with the Company's extensive engineering expertise, have contributed to Custom Alloy being a mission-critical supplier to the U.S. Nuclear Submarine program. Custom Alloy primarily served the energy markets for over five decades. To offset the cyclical nature of the oil & gas sector, the Company chose to expand beyond this segment in early 2017 and diversify its customer base to include military / defense, shipbuilding, mining, and foreign defense markets. The Company successfully generated demand from its new end market customers, but was unable to fully capitalize on all available opportunities due to liquidity constraints. Shipping and supply chain issues further exacerbated the Company's challenges. In order to preserve operations, the Company filed for protection under Chapter 11 in October 2022. SSG was retained in January 2023 as Custom Alloy's exclusive investment banker to conduct a comprehensive, dual-track marketing process and solicit interest from lending institutions and investors to support a plan of reorganization or effectuate an outright sale of the business to a strategic or financial buyer. Prior to SSG's engagement, the Company ran an unsuccessful sale process that yielded depressed valuations from prospective purchasers. SSG's process garnered substantial interest, and multiple offers were received for both a plan of reorganization and stalking horse bids for a Section 363 sale transaction. After extensive negotiations and considering all available alternatives, Trident was selected as the stalking horse with a bid value of $27.5 million (the Stalking Horse Bid). Following an expedited remarketing of the Stalking Horse Bid and the receipt of two additional qualified bids, an auction was held in early May 2023. SSG's strategy at the auction resulted in all three bidders substantially increasing their bids to in excess of $37.0 million of total consideration. Ultimately it was determined that Trident's offer at the conclusion of the auction provided the highest and best offer for substantially all of the Company's assets. The sale to Trident was approved by the Bankruptcy Court in late May 2023 and closed in mid-June 2023. SSG's special situations expertise, significant experience in the manufacturing sector and ability to navigate complex stakeholder relationships generated a robust process, a competitive auction environment, and a successful outcome. The sale resulted in payment in full of the senior secured debt, all priority claims and all administrative claims and, most importantly, preserved the business as a going concern to continue providing domestic manufacturing resources to the United States Armed Forces. Trident Maritime Systems is a renowned provider of engineered maritime solutions, specializing in cryogenic insulation, marine outfitting, system integration, automation, hybrid propulsion, energy management, scrubber installation and environmental solutions for shipbuilders and owners in the cruise, military, offshore oil & gas and commercial ship markets with turnkey execution from drawings through delivery. J.F. Lehman & Company is a leading middle-market private equity firm focused exclusively on investing in the aerospace, defense, maritime, government and environmental industries. Since its founding in 1992, J.F. Lehman & Company has committed approximately $3.8 billion across 12 funds. Other professionals who worked on the transaction include: * Jonathan I. Rabinowitz, Jay L. Lubetkin, Barry J. Roy, John J. Harmon and Henry M. Karwowski of Rabinowitz, Lubetkin & Tully, LLC, counsel to Custom Alloy Corporation; * Roger M. Iorio of Cole Schotz P.C., counsel to Custom Alloy Corporation; * Lawrence Perkins, Curt Kroll and Michael Grant of SierraConstellation Partners, financial advisor to Custom Alloy Corporation; * Hon. Kevin Gross (Ret.) of Richards, Layton & Finger, P.A., Independent Director to Custom Alloy Corporation; * Dimitri G. Karcazes, Zachary J. Garrett, Yasamin N. Kaye and Rachel Gena Chiss of Goldberg Kohn Ltd., counsel to the Senior Secured Lender; * Derek J. Baker of Reed Smith, LLP, counsel to the Senior Secured Lender; * Joseph J. DiPasquale, Martha B. Chovanes, Michael R. Herz and Joseph A. Caneco of Fox Rothschild LLP, counsel to the Official Committee of Unsecured Creditors; * Jacen Dinoff, Michael Goldman and Frank Turner of KCP Advisory Group, LLC, financial advisor to the Official Committee of Unsecured Creditors; * Tobias S. Keller and Jane Kim of Keller Benvenutti Kim LLP, counsel to Trident; * Peter Schnur, Thomas A. Cournoyer, Josef W. Mintz, Anthony Rapa, Justin A. Chiarodo, Naomi M. Gallimore, Adam R. Seiden and Samarth Barot of Blank Rome LLP, counsel to Trident; and * Chris E. Piasecki of Piasecki & Whitelaw, LLC, counsel to Affiliate Landlord. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation, and strategic advisory. SSG has a proven track record of closing over 400 transactions in North America and Europe and is a leader in the industry. Securities are offered through SSG Capital Advisors, LLC (Member SIPC, Member FINRA). All other transactions are effectuated through SSG Advisors, LLC, both of which are wholly owned by SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC and SSG Advisors, LLC. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, its CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. DA LUGO: Seeks to Hire Erik Johanson PLLC as Bankruptcy Counsel --------------------------------------------------------------- DA Lugo Investment LLC, doing business as Oasis Sports Lounge, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Erik Johanson PLLC to handle this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Attorneys $225 - $325 Paraprofessional Staff $100 - $150 The firm received a post-petition retainer in the amount of $10,000 from a third-party payor on June 16, 2023. Erik Johanson, Esq. disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Erik Johanson, Esq. Joseph R. Boyd, Esq. Erik Johanson PLLC 4532 West Beachway Drive Tampa, FL 33609 Telephone: (813) 210-9442 Email: erik@johanson.law jr@johanson.law About Da Lugo Investment Da Lugo Investment LLC, doing business as Oasis Sports Lounge, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 22-03542), listing as much as $500,000 in both assets and liabilities. Judge Roberta A. Colton oversees the case. Erik Johanson PLLC serves as the Debtor's legal counsel. DAWG'S SPORTS: Lessor Has Plan Objection, Wants Rent Payments ------------------------------------------------------------- Gustine BV Associates, LTD (the "Lessor") filed a limited objection and reservation of rights to confirmation of the Small Business Debtor's Amended Chapter 11 Plan of Reorganization Dated May 1, 2023 filed by Dawg's Sports Bar and Grill, LLC. The hearing to consider confirmation of the Amended Chapter 11 Sub V Plan Dated May 1, 2023, is scheduled for July 7, 2023, at 11:30 AM on 7/7/2023 via p01 Courtroom A, 54th Floor, U.S. Steel Tower, Pittsburgh. According to the objection, the Debtor is using the commercial real estate leased by the Lessor to operate its restaurant and bar, which is the only source of income for the Debtor. As such, continued use of the commercial real estate is vital for the Debtor's successful reorganization. Prior to commencing this chapter 11 case, however, the Debtor had not made a rent payment to the Lessor since March 1, 2022, resulting in outstanding pre-petition rent of over $82,049. The Debtor desires to assume the lease through its Plan, but is unable to cure all defaults in the absence of lease modifications to spread payment of the arrears over time. Despite the Debtor's material prepetition defaults, the Lessor has agreed to amend the lease in order to permit the cure payments for defaults between March 2022 and February 2023 to be made over time (among other things), provided that (i) the amendment is approved by the Court and (ii) the Debtor is current on rent payments coming due between March 1, 2023, and confirmation of the Plan. The parties filed, and the court approved, a stipulation memorializing their agreement. The Lessor filed the limited objection out of an abundance of caution, to reserve its rights to object to assumption of the lease and confirmation of the Plan if the Debtor is not able to bring itself current on all post-petition rent between March 1, 2023, and confirmation of the Plan. Consistent with the parties' Stipulation, if the Debtor is current on all post-petition rent coming due between March 1, 2023, and confirmation of the Plan, the Lessor does not object to confirmation of the Plan. This limited objection and reservation of rights is filed in an abundance of caution and applies only to the extent that the Debtor is not current on all postpetition rent coming due between March 1, 2023, and confirmation of the Plan. As of the date of this filing, the Debtor currently is in arrears on post-petition rent coming due between March 1, 2023, and confirmation of the Plan in the aggregate amount of $11,375. If the Debtor is unable to cure those arrears prior to confirmation, the Lessor objects to assumption of the Lease and confirmation of the Plan on the basis that the Debtor will have failed to cure all defaults under the Lease or to provide adequate assurance that such defaults will be cured promptly. As of the date hereof, the Debtor is in default of its Lease obligations in the aggregate amount of not less than $124,322.55. Of that amount, $11,375 is due and owing after March 1, 2023. The amounts due prior to March 1, 2023, are being cured as part of the Third Amendment. The parties' stipulation and the Third Amendment were conditioned upon the Debtor remaining current on its rental obligations between March 1, 2023, and confirmation of the Plan. The Debtor has failed to do so, and, under section 365 of the Bankruptcy Code, those defaults must be cured, too. In the absence of a cure or adequate assurance of a prompt cure, assumption of the Lease through the Plan would be in violation of section 365 of the Bankruptcy Code and, by extension, the Plan would not satisfy the requirements of section 1129(a)(1) of the Bankruptcy Code. Attorneys for the Gustine BV Associates, LTD: Luke A. Sizemore, Esq. Victoria A. Russell, Esq. REED SMITH LLP 225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 288-3131 Facsimile: (412) 288-3063 E-mail: lsizemore@reedsmith.com vrussell@reedsmith.com About Dawg's Sports Bar and Grill Dawg's Sports Bar and Grill, LLC, is a Pennsylvania Limited Liability Company and operates a bar and restaurant to generate income. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 22-22322) on Nov. 22, 2022, with as much as $1 million in both assets and liabilities. The Debtor is represented by Corey J. Sacca, Esq., at Bononi & Company, P.C. DELCATH SYSTEMS: BVF Partners, et al. Report 9.9% Equity Stake -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, these entities reported beneficial ownership of shares of common stock of Delcath Systems, Inc. as of June 12, 2023: Shares Percent Beneficially of Reporting Person Owned Class Biotechnology Value Fund, L.P. 1,012,121 6.5% BVF I GP LLC 1,012,121 6.5% Biotechnology Value Fund II, L.P. 482,424 3.2% BVF II GP LLC 482,424 3.2% Biotechnology Value Trading Fund OS LP 51,515 Less Than 1% BVF Partners OS Ltd. 51,515 Less Than 1% BVF GP Holdings LLC 1,494,545 9.6% BVF Partners L.P. 1,561,514 9.99% BVF Inc. 1,561,514 9.99% Mark N. Lampert 1,561,514 9.99% The percentages are based upon a denominator that is the sum of (i) 15,250,469 Shares outstanding, as disclosed by the Issuer to the Reporting Persons, and (ii) certain or all of the 382,727 Shares currently issuable upon the conversion of certain Series F-2 Preferred Stock, as applicable. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/872912/000092189523001564/sc13g07422dcth_06222023.htm About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $30.60 million in total assets, $25.31 million in total liabilities, $18.37 million in mezzanine equity, and a total stockholders' deficit of $13.07 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Reports Inducement Grants Under Nasdaq Rule ------------------------------------------------------------ Delcath Systems, Inc. announced that the Company granted equity awards, previously approved by the Company's Compensation Committee and the Board of Directors, as a material inducement to employment for two individuals, the Chief Medical Officer, Vojislav Vukovic, and the Principal Accounting Officer and Principal Financial Officer, Sandra Pennell. Mr. Vukovic received a total of 150,000 shares of the Company's common stock, outside of the Company's Omnibus 2020 Equity Incentive Plan, as amended. The options were issued upon the employee's grant date, and all stock options included within the equity inducement award have an exercise price equal to the closing price of Delcath common stock on the grant date with ten-year terms. One-third of the options will vest on the first anniversary of the grant date with the remaining two-thirds of the options vesting in equal monthly installments over the following twenty-four months. Ms. Pennell received a total of 100,000 shares of the Company's common stock, outside of the Plan. The options were issued upon the employee's grant date, and all stock options included within the equity inducement award have an exercise price equal to the closing price of Delcath common stock on the grant date with ten-year terms. One-third of the options will vest on the first anniversary of the grant date with the remaining two-thirds of the options vesting in equal monthly installments over the following twenty-four months. The above-described awards were each granted in accordance with NASDAQ Listing Rule 5635(c)(4), and were granted pursuant to the terms of the Plan. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $30.60 million in total assets, $25.31 million in total liabilities, $18.37 million in mezzanine equity, and a total stockholders' deficit of $13.07 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Vivo Opportunity Reports 9.9% Equity Stake ----------------------------------------------------------- Vivo Opportunity Fund Holdings, L.P., and Vivo Opportunity, LLC, disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 12, 2023, they beneficially own 4,880,741 shares of common stock of Delcath Systems, Inc., representing 9.99 percent of the Shares outstanding. The percent of class was based on 10,620,813 shares of Common Stock of the Issuer outstanding as of May 22, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on May 22, 2023 plus the shares of Common Stock underlying Series F-2 Preferred Stock, Series F-3 Preferred Stock and Series F-4 Preferred Stock held by Vivo Opportunity Fund Holdings, L.P., after giving effect to the blocking provisions described above, which prevent the Reporting Persons from converting Series F-2 Preferred Stock, Series F-3 Preferred Stock and Series F-4 Preferred Stock in excess of 9.99% of the Issuer's voting securities. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/872912/000121390023050995/ea180815-13gvivo_delcath.htm About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath reported a net loss of $36.51 million for the year ended Dec. 31, 2022, compared to a net loss of $25.65 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $30.60 million in total assets, $25.31 million in total liabilities, $18.37 million in mezzanine equity, and a total stockholders' deficit of $13.07 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on June 13, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Delta Air Lines, Inc. Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides scheduled air transportation for passengers, freight, and mail over a network of routes. DIFFUSION PHARMACEUTICALS: Appoints Principal Financial Officer --------------------------------------------------------------- Following the previously reported departure of the former chief financial officer of Diffusion Pharmaceuticals Inc., the Company's board of directors appointed William Elder, Diffusion's general counsel and corporate secretary, as the Company's principal financial officer. In connection with such appointment, Mr. Elder did not receive any consideration nor were any modifications made to his existing employment agreement or outstanding equity awards, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is a biopharmaceutical company developing novel therapies that enhance the body's ability to deliver oxygen to the areas where it is needed most. The Company's lead product candidate, TSC, is being developed to enhance the diffusion of oxygen to tissues with low oxygen levels, also known as hypoxia, a serious complication of many of medicine's most intractable and difficult-to-treat conditions. Diffusion reported a net loss of $15.59 million in 2022, a net loss of $24.10 million in 2021, a net loss of $14.18 million in 2020, and a net loss of $11.80 million in 2019. DIJ GROUP: Plan Filing Deadline Extended to July 10 --------------------------------------------------- Judge Janet S. Baer entered an order that the deadline for DIJ Group, Inc. to file a Plan of Reorganization in the case pursuant to section 1189 of the Bankruptcy Code is extended to and including July 10, 2023. About DIJ Group DIJ Group Inc. is a trucking company. DIJ Group filed a Chapter 11 case to reorganize its debts and obligations in order to prevent the liquidation and closure of its business. DIJ Group filed a Chapter 11 petition (Bankr N.D. Ill. Case No. 23-03257) on March 10, 2023. The Debtor has chosen to proceed under Subchapter V of Chapter 11 of the Bankruptcy Code. Attorney for the Debtor: Saulius Modestas, Esq. MODESTAS LAW OFFICES, P.C. 401 S. Frontage Road, Suite C Burr Ridge, IL 60527 Tel: (312) 251-4460 DODGE DATA: MetWest FRI Marks $992,500 Loan at 15% Off ------------------------------------------------------ Metropolitan West Fund's Floating Rate Income Fund has marked its $992,500 loan extended to Dodge Data & Analytics, LLC to market at $840,315 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. Floating Rate Income Fund is a participant in a First Lien Term Loan (SOFR plus 4.75%) to Dodge Data & Analytics, LLC. The loan accrues interest at a rate of 9.79% per annum. The loan matures on February 23, 2029. 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. Dodge Data & Analytics LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. DYNAMIC TECHNOLOGIES: Alberta Court OKs PEL Transaction ------------------------------------------------------- Dynamic Technologies Group Inc. disclosed that on June 23, 2023 the Company obtained, from the Court of King's Bench of Alberta (the "Court") under the Companies' Creditors Arrangement Act (Canada) (the "CCAA"), an order for an approval and reverse vesting order and a sale approval and vesting order (collectively, the "Court Order") to implement the previously announced transaction involving Dynamic and its subsidiaries, Dynamic Attractions Ltd., Dynamic Entertainment Group Ltd., Dynamic Structures Ltd. and Dynamic Attractions Inc. ("Subsidiaries"). The Court Order is the sole authorization required by Dynamic and its Subsidiaries to proceed with the Transaction. The Transaction Dynamic and its Subsidiaries intend to complete a transaction (the "Transaction") as soon as practicable, pursuant to which, among other things: (i) a Canadian subsidiary of Promising Expert Limited (the "Purchaser") will acquire: (i) one (1) new Class "A" Common Share in the capital of Dynamic (the "DTGI Share") for a subscription price of $1.00, and all other issued and outstanding equity securities in the capital of Dynamic other than the DTGI Share will be cancelled, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of Dynamic upon completion of the Transaction; (ii) all of the issued and outstanding equity securities in the capital of Dynamic Structures Ltd. ("DSL"), other than the equity securities of DSL held by persons other than Dynamic will be cancelled for no consideration, resulting in the Purchaser owning 100% of the issued and outstanding equity securities of DSL upon completion of the Transaction; (iii) all of the issued and outstanding equity securities in the capital of Dynamic Attractions Ltd.; and (iv) all of the issued and outstanding equity securities in the capital of Dynamic Entertainment Group Ltd. Pursuant to the Court Order, excluded liabilities and excluded assets of Dynamic and its Subsidiaries will be vested out of Dynamic and its Subsidiaries and will be assumed and taken up by another entity referred to as a residual company ("ResidualCo"). All claims against Dynamic and its Subsidiaries that are not satisfied through the Transaction will be claims against ResidualCo and will have the same priority against any of the excluded assets that are transferred into ResidualCo. No action is required for the existing holders of the equity securities of Dynamic or DSL for the completion of the Transaction. As described above, all of the issued and outstanding equity securities in the capital of Dynamic, other than the DTGI Share, and all of the issued and outstanding equity securities in the capital of DSL held by persons other than Dynamic will be disposed of by the holders and cancelled for no consideration, which may result in tax filing obligations for certain holders that are non-residents of Canada. Holders of Dynamic or DSL equity securities who are non-residents of Canada should consult with their tax advisors. The Court Order also releases (i) the present and former directors, officers, employees, legal counsel and advisors of Dynamic and its Subsidiaries; (ii) FTI Consulting Canada Inc., the court-appointed monitor ("Monitor") and its legal counsel; and (iii) the Purchaser and its legal counsel, in respect of any claims relating to any act, omission, transaction, dealing or other occurrence in connection with the CCAA proceedings, the Transaction or completed pursuant to the Court Order, other than those claims that are not permitted to be released pursuant to section 5.1(2) of the CCAA. The consummation of the Transaction remains subject to satisfaction or waiver of a number of conditions precedent set forth in the Transaction agreement. Update on U.S. Proceedings On June 14, 2023, the United States Bankruptcy Court, Northern District of Texas, (i) approved the recognition of the Canadian CCAA proceedings as a foreign main proceeding pursuant to section 1517 of the Bankruptcy Code, and (ii) the granted the previous stay extension order comity in the United States. MLT Aikins LLP is acting as legal counsel to Dynamic and its Subsidiaries in connection with the CCAA proceedings and the proposed Transaction. Dynamic Technologies Inc. (NEX: DTG.H, OTC:ERILF) -- https://dynamictechgroup.com/ -- provides innovative ride systems, attractions and dynamic structures. EARTHSTONE ENERGY: S&P Places 'B' ICR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit rating of U.S.-based oil and gas exploration and production (E&P) company Earthstone Energy Inc. on CreditWatch with positive implications. S&P said, "At the same time, we placed our 'B+' issue-level rating on the company's existing unsecured notes on CreditWatch with positive implications. We assigned a 'B+' issue-level rating to the proposed notes and placed the rating on CreditWatch with positive implications. We assigned a '2' recovery rating, indicating our expectation of a substantial recovery in the event of default. "The CreditWatch placement reflects our expectation that Earthstone will maintain production of more than 120,000 barrels of oil equivalent per day (boe/d) over the next 12 months while generating free cash flow, which we expect the company to use to reduce borrowings on its credit facility, while maintaining funds from operations (FFO) to debt above 60%. "We expect Earthstone to close on its acquisition of Novo in the third quarter." Pro forma for the acquisition, Earthstone's production and reserves will be more in line with 'B+' category peers, and it will hold about 234,400 net acres in the Permian Basin. Earthstone expects production to exceed 110,000 boe/d in 2023, increasing to over 130,000 boe/d in 2024 (approximately 41% oil and 69% liquids). Pro forma proved reserves are about 460 million (mm) boe, of which 76% are classified as proved developed producing. Earthstone expects to operate five rigs in 2023, one in the Midland Basin and four in the Delaware Basin, including one rig on the newly acquired Novo acreage. The acquisition increases Earthstone's gross locations by 24% to 1,020, and increases its inventory life to 13 years under a continuous five-rig program. Earthstone has successfully integrated numerous acquisitions over the past two years. The company has completed numerous acquisitions since the beginning of 2021, significantly increasing its proved reserves and production levels in the Permian Basin. S&P expects Earthstone will be able to successfully integrate the Novo assets into its portfolio given their proximity to and similar geology of its existing operations. S&P assesses Earthstone's financial risk as aggressive based on its private equity ownership. Pro forma for the Novo acquisition, EnCap Investments L.P., Warburg Pincus LLC (not rated), and Post Oak Energy Capital L.P. (not rated) will continue to own a combined 60% of the company. However, S&P views the 10-member board of directors as mostly independent, and the company is public. Additionally, the company has historically maintained low leverage and it does not expect leverage to exceed 1.5x in the near term despite the cash-funded acquisition. S&P said, "The positive CreditWatch listing reflects the likelihood that we will raise the issuer credit rating and senior unsecured issue-level ratings by one notch to 'B+' and 'BB-,' respectively, upon the close of the acquisition, if there are no material changes to our operating or financing assumptions. We expect to resolve the CreditWatch placement around the close of the transaction, which is expected in the third quarter 2023." ENERPAC TOOL: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on June 5, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Enerpac Tool Group Corp. Headquartered in Menomonee Falls, Wisconsin, Enerpac Tool Group Corp. operates as an industrial tools and services company. ENVISION HEALTHCARE: In Talks to Settle Lenders' Make-Whole Claim ----------------------------------------------------------------- Reshmi Basu of Bloomberg News reports that bankrupt Envision Healthcare Corp. and its creditors are negotiating a deal to avoid a potential legal skirmish tied to a payment on one of its term loans, according to people familiar with the situation. The discussions are related to a $300 million term loan the company received last year as part of a series of maneuvers to get new financing from investors. That loan contained a "make-whole" clause that promised to pay investors the debt's full face value, plus a premium, if the loan is repaid before maturity. About Envision Healthcare Corporation Envision Healthcare Corporation -- http://www.EnvisionHealth.com/ -- is a national medical group that delivers physician and advanced practice provider services, primarily in the areas of emergency and hospitalist medicine, anesthesiology, radiology/ teleradiology and neonatology. As a leader in ambulatory surgical care, AMSURG holds ownership in more than 250 surgery centers in 41 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the medical group offers a differentiated suite of clinical solutions on a national scale with a local understanding of our communities, creating value for health systems, payers, providers and patients. On May 15, 2023, Envision Healthcare Corporation and 216 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90342). The cases are pending before the Honorable Christopher M. Lopez. Envision has estimated assets and liabilities in the range of $1 billion to $10 billion each. Judge Christopher M. Lopez oversees the cases. The Debtors' investment banker is PJT Partners LP, its financial advisor is Alvarez & Marsal LLC, and its legal advisor is Kirkland & Ellis LLP. Jackson Walker LLP is the local bankruptcy counsel. KPMG LLC is the tax advisor. Kroll is the claims agent, maintaining the pages EnvisionHealthFuture.com or https://restructuring.ra.kroll.com/Envision The U.S. Trustee for Region 7 has appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP is the Committee's proposed counsel. ESCALON LIVESTOCK: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Escalon Livestock Market, Inc. 25525 E. Lone Tree Road Escalon, CA 95320 Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-22125 Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Email: david@johnstonbusinesslaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Adeline Machado as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K4Z5XLA/Escalon_Livestock_Market_Inc__caebke-23-22125__0001.0.pdf?mcid=tGE4TAMA FEILITECH US: Seeks to Extend Plan Exclusivity to September 29 -------------------------------------------------------------- Feilitech US LLC asks the U.S. Bankruptcy Court for the Northern District of Mississippi to extend its time to file a plan to September 29, 2023. Currently, the deadline for filing the Debtor's plan and disclosure statement is June 28, 2023. The Debtor stated that the deadline for creditors to file proofs of claim in its case is June 28, 2023 and the deadline for governmental units to file proofs of claim is August 28, 2023. The Debtor explained that, given the lack of accurate financial records maintained by its former management, and the unknown amount of priority claims to be filed by US Customs and Border Protection, it is unable to determine whether it will be feasible to confirm a plan until after the governmental bar date has passed on August 28, 2023. Feilitech US LLC is represented by: Kristina M. Johnson, Esq. JONES WALKER LLP 190 East Capitol Street, Suite 800 Jackson, MS 39205-0427 Tel: (601) 949-4785 Email: kjohnson@joneswalker.com - and - Allen J. Guon, Esq. Christina M. Sanfelippo, Esq. COZEN O’CONNOR 123 North Wacker Drive, Suite 1800 Chicago, IL 60606 Tel: (312) 382-3100 Email: aguon@cozen.com csanfelippo@cozen.com About Feilitech US Feilitech US, LLC is a manufacturer of spring and wire products in Belden, Miss. Feilitech US filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-10599) on Feb. 28, 2023, with $1 million to $10 million in both assets and liabilities. Judge Selene D. Maddox oversees the case. Judge Selene D. Maddox oversees the case. Cozen O'Connor and Jones Walker, LLP are the Debtor's legal counsels. FIRSTLIGHT HOLDCO: Moody's Affirms B3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed FirstLight Holdco Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 on the First Lien Senior Secured Credit Facility and Caa2 on the Senior Secured Second Lien Credit Facility. The outlook remains stable. Affirmations: Issuer: FirstLight Holdco Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Bank Credit Facility, Affirmed B2 Senior Secured Second Lien Bank Credit Facility, Affirmed Caa2 Outlook Actions: Issuer: FirstLight Holdco Inc. Outlook, Remains Stable RATINGS RATIONALE FirstLight's B3 CFR reflects its small scale as measured by revenue, regional footprint, high capex needs to support growth and governance risks with highly concentrated private equity ownership. The company's financial leverage is high, at 7.3x (Moody's adjusted, as of LTM Q1 2023). Moody's expects that FirstLight will continue generating solid cash flows from operations over the next 12-18 months; nevertheless, its free cash flow will be negative because of high growth capex. This credit risk is largely mitigated by the sponsors' track record of injecting sufficient equity capital to fund cash flow deficits. Supporting the credit profile is a robust fiber network of over 25,000 route mile metro and long haul fiber that is 90% owned. These assets produce a profitable business model with EBITDA margins (Moody's adjusted) near 40%, and position FirstLight to satisfy growing high-speed data-driven demand in its markets. Within its second and third tier target markets FirstLight has carved out a defensible niche with fiber-based communication services to mainly large enterprise and carrier customers. The recurring, contractual based nature of the revenue model also provides a relatively high degree of predictability and visibility. FirstLight has adequate liquidity which reflects positive and growing operating cash flow, high growth capex that is expected to result in negative free cash flow over the next 12-18 months and substantial reliance on revolving credit facility. FirstLight's debt instrument ratings reflect the probability of default of the company, as reflected in the B3-PD probability of default rating and an average expected family recovery rate of 50% at default given the mix of first and second lien secured debt in the capital structure. FirstLight's first lien senior secured revolver due April 2025 and term loan due July 2025 are rated B2, one notch above the B3 CFR. The instrument rating reflects the loss absorption expected (in a distress scenario) by the second lien term loan due July 2026. The second lien term loan is rated Caa2, two notches below the CFR given the significant subordination to the first lien senior secured credit facility. The stable outlook reflects Moody's expectation that FirstLight will maintain adequate liquidity and its free cash flow will turn positive over the next 12-18 months as capex moderates to around 30% of revenue. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could consider an upgrade if leverage improves to under 6x in conjunction with solid revenue growth, growing free cash flow before growth capex, and good liquidity. The corporate family rating could be downgraded if free cash flows remain negative in conjunction with a slowdown in EBITDA growth or less than expected success in new bookings or recurring revenue growth. Moody's would also consider a negative rating action if leverage rises further, liquidity deteriorates, or operating trends worsen. Headquartered in Albany, NY, FirstLight Holdco Inc. is a fiber bandwidth infrastructure provider in the Northeast U.S. serving mobile wireless, wholesale carrier and enterprise customers. FirstLight provides high capacity data services including internet solutions, private connectivity, colocation in data centers, and traditional voice and data products. The company's 25,000 mile fiber network extends to six U.S. states and Montreal, including 25 metro markets with network connections to nearly 13,000 locations. LTM Q1 2023 revenue was about $263 million. FirstLight is owned and controlled by investment funds affiliated with Antin Infrastructure Partners (Antin). The principal methodology used in these ratings was Communications Infrastructure published in February 2022. FIVE RIVERS: U.S. Trustee Appoints Scott Sackett as Examiner ------------------------------------------------------------ Peter Anderson, the U.S. Trustee for Region 16, asked the U.S. Bankruptcy Court for the Central District of California to approve the appointment of Scott Sackett as examiner for Five Rivers Land Company, LLC. The U.S. Trustee's counsel has consulted the respective attorneys for the company and certain members of the Brar family before appointing Mr. Sackett. Mr. Sackett disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. About Five Rivers Five Rivers Land Company, LLC is engaged in fruit and tree nut farming in Newport Beach, Calif. Five Rivers Land Company filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11167) on June 6, 2023, with $10 million to $50 million in both assets and liabilities. Judge Theodor Albert oversees the case. Garrick A. Hollander, Esq., at Winthrop Golubow Hollander, LLP is the Debtor's legal counsel. FORD MOTOR: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company, on June 8, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Ford Motor Company Limited. Headquartered in Dearborn, Michigan, Ford Motor Company Limited manufactures and sells automobiles. FREEDOM MORTGAGE: S&P Rates New Senior Unsecured Notes 'B' ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating to Freedom Mortgage Corp.'s (B/Negative/--) proposed new senior unsecured notes due 2026 and 2027, in conjunction with the company announcing its consent solicitation to the holders of its outstanding $1.05 billion senior unsecured notes due 2026 and 2027. The recovery rating is '4' (45%), reflecting its expectation of an average recovery in a simulated default scenario. S&P expects the transaction to be leverage neutral and result in a minor cash outflow for the company because of a 2% additional cash payment to consenting bondholders. The new senior notes will initially be issued by Freedom Mortgage Corp., and eventually its issuer will transition to the newly established Freedom Mortgage Holdings LLC, after the repayment or refinancing of the company's senior unsecured notes due 2024 and 2025. The negative outlook on the company indicates the expectation that over the next 12 months, the challenging origination conditions will continue to pressure Freedom's performance, which could result in debt to tangible equity exceeding 1.5x. S&P also expects debt to EBITDA to remain over 5.0x before stabilizing in the second half of this year, at the earliest, and Freedom to maintain sufficient liquidity to meet operational needs. FTX TRADING: Alameda Sues Ex-General Counsel Dan Friedberg ---------------------------------------------------------- FTX's Alameda Research LLC has commenced a lawsuit against former general counsel Daniel Friedberg to recover damages caused by breaches of fiduciary duties, legal malpractice, and other wrongdoing, and to recover fraudulent transfers. Daniel Friedberg is an attorney licensed in the State of Washington. Prior to joining the FTX Group, Friedberg advised Alameda while in private practice, starting in 2017. In January 2020, Friedberg left private practice and formally joined the FTX Group. At the FTX Group, Friedberg held many titles, including General Counsel of Alameda and FTX, and Chief Compliance/Regulatory Officer of FTX, FTX US, and WRS. According to the complaint filed in Bankruptcy Court, Samuel Bankman-Fried and a group of insiders, including Friedberg, Zixiao "Gary" Wang, Nishad Singh and Caroline Ellison -- FTX Insiders -- orchestrated a vast fraudulent scheme to profit at the expense of the Debtors in the Chapter 11 cases and their creditors. From 2017 through FTX's implosion in November 2022, Friedberg advised Bankman-Fried, his trusted inner circle, and the FTX Group on legal and compliance matters and significant transactions, ignored the FTX Group's glaring lack of internal controls, and served as a "fixer" tasked with, among other things, paying off whistleblowers who threatened to expose the true fraudulent nature of the FTX Group enterprise. Friedberg had long advised Bankman-Fried and the FTX Group, including while he was a partner at the FTX Group's principal outside law firm. Friedberg formally joined the FTX Group in January 2020 -- simultaneously serving as both the Chief Compliance Officer of the FTX US exchange and the General Counsel of Bankman-Fried's so-called crypto hedge fund, Alameda. Existing records document that Friedberg himself was rewarded for his 22 months of "service" to Alameda and the FTX US exchange with cryptocurrency worth tens of millions of dollars, as well as handsome monetary compensation and a bonus in excess of $3 million -- fraudulent transfers that Plaintiffs now seek to recover, along with any additional undocumented transfers Friedberg received. Friedberg had a duty to place the interests of Alameda, FTX, WRS, and FTX US above the interests of himself and the other FTX Insiders who were indiscriminately siphoning funds from those entities. Friedberg breached that duty by enabling the raiding of these entities of billions of dollars for his own benefit and the benefit of Bankman-Fried and the other FTX Insiders. As General Counsel of Alameda and FTX and Chief Compliance/ Regulatory Officer of FTX, FTX US, and WRS, Friedberg also had a duty to these entities to ensure appropriate internal controls, risk mitigation, and compliance. Friedberg breached those duties by knowingly failing to implement -- and in fact obstructing the implementation -- of virtually any of the systems or internal controls that would be necessary to properly run the FTX Group's business and by directly contributing to the FTX Group's lack of internal controls. Plaintiffs seek to recover damages caused by breaches of Friedberg's fiduciary duties, legal malpractice, and other wrongdoing, and to recover all amounts fraudulently transferred to Friedberg, including any cryptocurrency, bonuses, and any other things of value. The case is Alameda Research LLC, FTX Trading LTD., West Realm Shires, Inc., and West Realm Shires Services Inc. (d/b/a FTX.US), Plaintiffs, v. Daniel Friedberg, Defendant, Adv. Pro. No. 23-50419 (Bankr. D. Del.). About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: Court Sets Sept. 29, 2023 Customer Bar Date -------------------------------------------------------- FTX Trading Ltd. (d.b.a. FTX.com), and its affiliated debtors (together, the "FTX Debtors"), on June 28 disclosed that the U.S. Bankruptcy Court has set the "Customer Bar Date" for September 29, 2023 at 4:00 p.m. Eastern Time. John J. Ray III, Chief Executive Officer and Chief Restructuring Officer of the FTX Debtors, said: "The establishment of the Customer Bar Date is an important milestone in the Chapter 11 cases. We look forward to launching our customer claims portal and continuing our efforts to maximize recovery for our creditors." To streamline the claims process for customers, the FTX Debtors are finalizing an online claims portal at https://claims.ftx.com. The portal is not live yet and will launch in the coming days. When the portal is finalized and launched, the FTX Debtors will be noticing all known customers over the coming weeks via email and, for those for whom the FTX Debtors only have a physical mailing address, via mail. Notices will include instructions for how customers can submit proofs of claims. U.S. Bankruptcy Court filings and other documents related to the court proceedings, including information on how to submit a claim, are available at https://cases.ra.kroll.com/FTX/. Advisors The FTX Debtors are represented by Sullivan & Cromwell LLP as legal counsel and are assisted by Alvarez & Marsal North America, LLC as financial advisor, Perella Weinberg Partners LP as investment banker, Quinn Emanuel Urquhart & Sullivan, LLP as special counsel and Landis Rath & Cobb LLP as Delaware counsel. The UCC is represented by Paul Hastings LLP as legal counsel, FTI Consulting as financial advisor, Jefferies LLC as investment banker and Young Conaway Stargatt & Taylor LLP as Delaware counsel. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: Wants to Get Back $700M From Hollywood Agent's Firm ---------------------------------------------------------------- FTX unit Alameda Research sued an investment firm co-founded by a former Hollywood agent and aide to the Clintons, seeking to recoup the $700 million in FTX funds that it claims fallen crypto boss Sam Bankman-Fried improperly handed over to talent agent Michael Kives and firms he controls. Plaintiffs Alameda Research Ltd. and Clifton Bay Investments LLC f/k/a Alameda Research Ventures LLC filed a complaint against Michael Kives, Bryan Baum, K5 Global Holdings LLC, K5 Global Technology LLC, MBK Capital LP Series T, K5 Global Growth Co-Invest I GP LLC, K5 Global Growth Fund I GP LLC, K5 Global Ventures LLC, Mount Olympus Capital LP, Mount Olympus Capital LLC, K5 Global Growth Fund II LP, K5 Global Growth Fund II GP LLC, K5X Fund I LP, K5X Fund I LLC, and SGN Albany LLC (collectively, "Defendants") to seek a ruling that the Defendants aided and abetted FTX founder Sam Bankman-Fried's breach of his fiduciary duties to Alameda Ventures and to recover $700 million in transfers made to Baum and Kives and their firms. Lawsuit Details According to the lawsuit, on Feb. 11, 2022, Samuel Bankman-Fried attended a dinner party at the house of Defendant Michael Kives, a celebrity talent agent and co-owner, with Defendant Bryan Baum, of K5 Global and affiliated entities. True to Kives's reputation as a high-profile "super-networker," the attendees at the dinner party included a former Presidential candidate, top actors and musicians, reality TV stars and multiple billionaires. That same weekend, Bankman-Fried joined Kives and several A-list celebrities as guests at the 2022 Super Bowl. In an internal note that Bankman-Fried drafted just two days later, he gushed about Kives's access to celebrities and politicians, describing him as "probably, the most connected person I've ever met." Bankman-Fried stated that Kives and Baum were "something of a one-stop shop for relationships that we should utilize," and that they could provide "infinite connections," "[p]otential unpaid partnerships with celebrities" and "[p]olitical relationships," and that they and FTX entities could "work[] together on electoral politics." Bankman-Fried noted that, in exchange, Kives and Baum wanted "us to consider endorsements with their friends," "us to work with them on Democratic politics," and, perhaps most importantly: "Maybe us to invest in them or some stuff, idk." Bankman-Fried was correct about what Kives and Baum wanted -- in less than three weeks, Bankman-Fried, Kives and Baum signed a bare-bones term sheet ("Term Sheet") providing that "Sam Bankman-Fried or a related entity" would give each of Kives and Baum $125 million personally and would invest billions of dollars in K5 Global and affiliated entities over the next three years. The Term Sheet was little more than a cursory list of investment ideas, and repeatedly stated that the actual "mechanics" of these very substantial investments would be later worked out "in the long form documents." Though the parties had not agreed on any final terms, much less executed a governing agreement, the Term Sheet provided that "[m]oney will be wired the day after signing the [T]erm [S]heet," and it was—Bankman-Fried executed the Term Sheet and the next day caused Plaintiffs to wire $300 million to Defendant K5 Global's bank account. No meaningful due diligence was conducted prior to signing the Term Sheet, wiring $300 million to K5 Global, or executing the later "long form documents." Even minimal due diligence would have revealed, for example, that K5 Global's registered address was the personal residence of Baum's parents in Florida (as was the case for a number of other K5-related entities). And no financial analysis supported the valuations implied by the terms of the investments, which in many cases were obviously grossly inflated. For example, the transactions contemplated by the Term Sheet resulted in a payment of $214.5 million for an approximately 38% stake in Defendant MBK Capital LP Series T. The only asset held by that entity was a 42% ownership stake in a company that owned certain trademarks for and distributed a celebrity-backed brand of tequila, and that, according to SEC filings, had a gross asset value of just $2.94 million as of March 2022. Having received the initial $300 million in March 2022 with little effort, Kives and Baum worked to cultivate a close relationship with their new profligate patron. Kives and Baum regularly advised Bankman-Fried on other investment strategies and were included in internal FTX Slack Channels. The luxury apartments that Bankman-Fried purchased in the Bahamas even included a room reserved for Baum. Kives's and Baum's efforts paid off handsomely. On May 26, 2022, when the "long form documents" were executed and the K5 Global investment deal formally closed, Bankman-Fried caused Plaintiff Alameda Research Ltd. to transfer another $200 million (in addition to the initial $300 million) to other K5 entities, for a total of half a billion dollars transferred to Kives and Baum and entities under their control in just under three months. Fully half of this amount was split between Kives and Baum, as they each personally walked away with $125 million in their pockets at closing. By the end of September 2022, Plaintiff Alameda Research Ltd. had transferred another $200 million to K5 entities, bringing Plaintiffs' total pre-petition transfers to Kives, Baum and entities under their control to $700 million. Although Bankman-Fried caused Plaintiffs to fund these $700 million in transfers, Bankman-Fried, Kives and Baum constructed the transactions so that these investments were recorded not in the names of Plaintiffs, but in the names of two newly-created shell corporations: Defendants SGN Albany LLC and Mount Olympus Capital LP. Plaintiff Alameda Ventures LLC had no ownership stake in either of these entities, and Plaintiff Alameda Research Ltd. owned only approximately 8% of SGN Albany LLC. Bankman-Fried, Kives and Baum knew that these transactions were anything but typical arm's-length investments, and that Bankman-Fried treated the legal entities that he controlled as a slush fund operated with a near-total disregard for corporate formalities. As just one example, Bankman-Fried described the highly unorthodox, deeply intertwined relationship between K5 and FTX entities in an August 2022 internal document, writing that "Bryan [Baum] is ~100% aligned with FTX," that "FTX is aligned with Bryan too," and that "if there are significant artificial up-downs between FTX and K5 as entities, I'm happy to just true it up with cash estimates." Referring to himself in the third person as "SBF," Bankman-Fried confirmed that "SBF is aligned with Bryan and K5, and treats $1 to it as $1 to FTX even though we only own 33%, because whatever, we can always true up cash if needed, but also, who cares" (emphasis added). Bankman-Fried added that "[t]here are logistical, PR, regulatory, etc reasons to not just merge K5 100% into FTX but I and Bryan will both act how we would if they were merged" (emphasis added). Bankman-Fried concluded by pronouncing that each of these statements "are true, always have been true, and even if not, will be true going forward," and asked Baum to confirm whether he agreed. Baum responded: "Agree with all. FTX FTW!"4 Plaintiffs bring this adversary proceeding pursuant to Sections 105, 544, 547, 548 and 550 of Title 11 of the United States Code, 11 U.S.C. Secs. 101 et seq. (the "Bankruptcy Code"), and Sections 1304 and 1305 of Title 6 of the Delaware Code, Del. Code Ann. tit. 6, Secs. 1304(a)(1)-(2), 1305, to (a) avoid and recover from Defendants, or anyone else for whose benefit the transfers were made, all transfers of Plaintiffs' property from on or around March 2022 through September 2022, and (b) avoid any obligations that Plaintiffs incurred to Defendants, from on or around March 2022 through September 2022, prior to commencement of the FTX bankruptcy cases. Plaintiffs further bring claims against Defendants Kives and Baum for aiding and abetting breach of fiduciary duty and dishonest assistance, and against Defendant SGN Albany LLC for property recovery under Section 550 of the Bankruptcy Code and for unjust enrichment. Plaintiffs also seek to disallow pursuant to Section 502(d) of the Bankruptcy Code any and all claims filed or held by the Defendants in the Chapter 11 Cases unless and until the Court has ruled on the avoidance of Plaintiffs' transfers and obligations, and Defendants have relinquished to Plaintiffs all property that Defendants received in transfers determined by the Court to be avoidable and/or recoverable. The case is Alameda Research Ltd. and Clifton Bay Investments LLC f/k/a Alameda Research Ventures LLC, Plaintiffs, vs. Michael Kives, Bryan Baum, K5 Global Holdings LLC, K5 Global Technology LLC, MBK Capital LP Series T, K5 Growth Co-Invest I GP LLC, K5 Global Growth Fund I GP LLC, K5 Global Ventures LLC, Mount Olympus Capital LP, Mount Olympus Capital LLC, K5 Global Growth Fund II LP, K5 Global Growth Fund II GP LLC, K5X Fund I LP, K5X Fund I LLC, and SGN Albany LLC, Defendants, Adv. Pro. 23-50411, In re FTX Trading Ltd., et al. (Bankr. D. Del. Lead Case No. No. 22-11068). About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAMESTOP CORP: All Four Proposals Passed at Annual Meeting ---------------------------------------------------------- GameStop Corp. held its Annual Meeting of Stockholders at which the stockholders: (1) elected Alain (Alan) Attal, Lawrence (Larry) Cheng, Ryan Cohen, James (Jim) Grube, and Yang Xu as directors for a term of one year and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal; (2) approved, on an advisory, non-binding basis, the compensation of the named executive officers of the Company; (3) approved, on an advisory, non-binding basis, to continue to hold the advisory vote on executive compensation every year; and (4) approved the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending Feb. 3, 2024. In light of the voting results, the Company's Board of Directors has determined that an advisory vote to approve the compensation of the Company's named executive officers will be conducted every year, until the Company holds the next required stockholder advisory vote on the frequency of conducting the advisory vote on executive compensation. About GameStop Grapevine, Texas-based GameStop Corp. is a specialty retailer offering games and entertainment products through its E-Commerce platforms and thousands of stores. GameStop reported a net loss of $313.1 million for the fiscal year ended Jan. 28, 2023, a net loss of $381.3 million for the fiscal year ended Jan. 29, 2022, a net loss of $215.3 million in 2020, a net loss of $470.9 million in 2019, and a net loss of $673 million in 2018. As of April 29, 2023, the Company had $3.07 billion in total assets, $1.79 billion in total liabilities, and $1.27 billion in total stockholders' equity. GAMESTOP CORP: Egan-Jones Retains CC Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on May 30, 2023 maintained its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by GameStop Corporation. EJR also withdrew its 'C' rating on commercial paper issued by the Company. Headquartered in Grapevine, Texas, GameStop Corporation operates specialty electronic game and PC entertainment software stores. GBT JERSEYCO: S&P Alters Outlook to Positive, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on GBT JerseyCo (doing business as American Express Global Business Travel or Amex GBT, to positive from stable and affirmed all ratings, including the 'B-' issuer credit rating. The positive outlook reflects the likelihood that Amex GBT is able to manage working capital efficiently such that it generates free operating cash flow (FOCF) to debt approaching 5% and improves its leverage well below our upgrade threshold of 6x over the next 12 months. S&P said, "Our outlook revision to positive reflects an improving level of business travel bookings such that leverage approaches the 4x area in 2023.Various factors contributed to Amex GBT's recovery, including continued recovery in the travel segment, strong growth out of Europe, the Middle East, and Asia (EMEA) as well as Asia-Pacific, strong momentum within the SME segment (specifically from the unmanaged category), continued industry share gains, and growth of the product and professional services segment. As such, the company improved its S&P Global Ratings-adjusted leverage to 8.2x as of March 31, 2023, from 23.3x as of Dec. 31, 2022, as it also laps the negative impact from Omicron variant in the first quarter of 2022. We expect the company's total transaction value to recover to about 80% of 2019 levels pro forma for Egencia ownership by year-end 2023, up from 73% as of March 31, 2023, as business travel further recovers in international markets, the company benefits from higher demand for meetings and events, and Amex GBT capitalizes on an ongoing shift of SME business travel to managed from unmanaged. As a result, we forecast revenue to grow about 19% and exceed 2019 levels (about 78% pro forma for Egencia ownership) and leverage to further improve to the 4x area in 2023." Working capital outflows offset cash flow generation as the business continues to ramp up from the pandemic. While Amex GBT's revenue and EBITDA substantially improved alongside the recovery in business travel, the company experienced substantial working capital outflows as both account receivable and account payable balances are correlated with the total transaction value (TTV) recovery. These working capital dynamics, along with the company's TTV seasonality whereby its TTV is at its lowest levels at year end and its payment of annual incentives is completed in the first quarter, had a drag on the company's cash flow in the first quarter of 2023. For the three months ending March 31, 2023, the company burned through roughly $100 million of cash, though it ended the quarter with over $300 million of cash on the balance sheet. S&P expects a stabilized recovery to travel volumes to improve the company's working capital dynamics such that it generates about $25 million of FOCF in 2023. Risks to a recovery in business travel and air traffic volumes remain because of tightening financial conditions, inflationary pressures, and the negative effects of escalating geopolitical tensions. Although global air passenger traffic has been relatively resilient in recessions preceding the COVID-19 pandemic, we believe demand for air travel could modestly decline because companies would likely scale back on nonessential business travel in a tightened financial environment to cut costs. While our base-case forecast incorporates good revenue and EBITDA growth this year, performance will still be well below pre-pandemic levels, and we believe our expectation of a shallow and attenuated slowdown in 2023 could create risk to the company's deleveraging path and cash generation. Although our baseline U.S. forecast no longer contains a recession, S&P expects real GDP growth in the second half of the year will slow to 1% or half the rate in the second quarter amid a material and broad-based decline in domestic demand growth. Furthermore, geopolitical risk from the ongoing Russia-Ukraine conflict could dampen the demand for international travel due to higher fuel prices and higher expenses for air travel. So far, we view these risks as manageable, and the pent-up demand for travel should be enough to absorb the higher cost of travel and broader inflationary trends. The company's successful integration of Egencia and cost mitigation during the pandemic could improve its profitability over the long term. In May 2021, Amex GBT announced it had entered into an agreement to acquire competitor Egencia from Expedia Inc. in an all-stock transaction estimated to be worth $750 million. Thus far, the company has indicated that they are on track to exceed the $60 million of synergies it targeted in 2023. In total, Amex GBT expects to realize $109 million of total synergies from the acquisition. Concurrently, over the course of the pandemic, management executed $235 million of permanent cost savings representing approximately 13% of its pre-COVID cost base. Therefore, we expect the company to improve its EBITDA margin over the long term. The positive outlook reflects the likelihood that Amex GBT is able to manage working capital efficiently such that it generates free operating cash flow (FOCF) to debt approaching 5% and improves its leverage well below S&P's upgrade threshold of 6x over the next 12 months. S&P said, "We could raise the rating if the company generates positive cash flow on a sustained basis, despite working capital fluctuations and tougher macroeconomic conditions. We would expect business travel bookings to continue improving and the company to maintain S&P Global Ratings-adjusted leverage below 6x and generate FOCF to debt approaching 5%. "We could revise the outlook to stable if we believe Amex GBT will generate negligible cash flow in the next 12 months due to unfavorable working capital dynamics and worsening business travel conditions. We could lower the rating if the company's liquidity deteriorates such that we believe it is unable to cover its fixed charges, and we believe the company's capital structure is unsustainable over the long term." ESG credit indicators: To E-2, S-3, G-2; From E-2, S-4, G-2 S&P said, "We believe health and safety factors have moderated to revise our social credit indicator to S-3 from S-4. The shape of business recovery and Amex GBT's improving business travel bookings suggest the COVID-related restrictions and consumer fears around business travel have alleviated, albeit total transaction volume and value will likely remain lower than pre-COVID levels. The company also faces travel disruptions related to geopolitical tensions that could hinder business travel recovery. Although we expect a recovery in business travel, as well as in the company's revenue and EBITDA, we believe cash flow will remain limited through 2023 due to its substantial working capital requirements as it ramps up its business." GENESIS CARE: Gets OK to Hire Kroll as Claims and Noticing Agent ---------------------------------------------------------------- Genesis Care Pty Limited and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kroll Restructuring Administration, LLC as claims, noticing and solicitation agent. The firm will provide the Debtor with consulting services regarding legal noticing, claims management and reconciliation, plan solicitation and balloting, preparation of schedules of assets and liabilities and statements of financial affairs, and communications. The firm will be paid at these rates: Analyst $30 to $60 per hour Technology Consultant $35 to $110 per hour Consultant/Senior Consultant $65 to $195 per hour Director $175 to $245 per hour Solicitation Consultant $220 per hour Director of Solicitation $245 per hour Kroll received from the Debtors an advance payment of $100,000. Benjamin Steele, a partner at Kroll, 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: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor, New York, NY 10055 Phone: +1 212 593 1000 About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, the Debtor disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsels; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; and Teneo as communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. GLOBAL AVIATION: Seeks to Extend Plan Exclusivity to July 28 ------------------------------------------------------------ Global Aviation Technologies LLC asks the U.S. Bankruptcy Court for the District of Kansas to extend its exclusive periods to file a plan and to obtain confirmation of that plan to July 28, 2023 and September 28, 2023, respectively. Unless those exclusive periods are extended, GAT has the exclusive right to file a plan until June 20, 2023, and the exclusive right to confirm a plan until August 21, 2023. The Debtor asserted that their case is a complex bankruptcy case. Its scheduled debt exceeds $10,000,000.00 with a majority of that debt being listed as secured. The Debtor explained that because of the amount owed secured creditors, it has sought to obtain valuations from third-parties which it intends to rely on in proposing its plan. In addition, the Debtor stated that there are multiple secured creditors to which its debt is owed, each of which will likely require separate treatment in any plan the Debtor proposes. The Debtor anticipates its reorganization plan will include: (a) a request for approval of third-party financing to allow the Debtor to exit bankruptcy in a better cash-flow position, (b) the purchase by a non-insider third party of a substantial equity interest in a reorganized Debtor, or (c) the sale of all of the Debtor's assets to a new company for sufficient cash to pay the administrative expenses of the bankruptcy case and allow for a distribution to the Debtor's general unsecured claims, along with the assumption of reorganized debt obligations the new company intends to pay over time. The Debtor explained that these are complex bankruptcy- reorganization concepts which require extension negotiations with the third-parties interested in providing the funding for each option and with creditors who are most directly impacted by each of these different courses of action. Global Aviation Technologies LLC is represented by: Nicholas R. Grillot, Esq. Lora J. Smith, Esq. 1617 N. Waterfront Parkway, Ste. 400 Wichita, KS 67206-6639 HINKLE LAW FIRM LLC Tel: (316) 660-6211 / Fax: (316) 660-6523 Email: ngrillot@hinklaw.com lsmith@hinklaw.com About Global Aviation Technologies LLC Global Aviation Technologies LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10111) on February 20, 2023. In the petition signed by Candace Cottner, managing member and director of finance, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. GLOBAL FERTILITY: U.S. Trustee Seeks PCO Appointment ---------------------------------------------------- The U.S. Trustee for Region 2 filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for the appointment of a patient care ombudsman for Global Fertility & Genetics, New York, LLC. In his motion, the U.S. Trustee argued Global Fertility operates a health care business and that a patient care ombudsman must be appointed in its Chapter 11 case. "According to the Local Rule 1007-2 affidavit of Annie Liu, the Debtor owns and operates a fertility clinic and a large portion of the Debtor's business caters to patients from China," the U.S. Trustee said. Global Fertility & Genetics is a state-of-the-art fertility clinic complete with equipment and facilities for egg retrieval, artificial insemination, and in vitro fertilization. It stores eggs, sperm and embryos onsite. Section 333 directs that a patient care ombudsman be appointed if a debtor is a health care business unless the court finds that the appointment of such ombudsman is not necessary for the protection of patients. The ombudsman monitors the quality of patient care and represents the interest of the patients of the healthcare debtor. About Global Fertility Global Fertility & Genetics, New York, LLC is a reproductive endocrinology and fertility center in New York. The Debtor filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10905) on June 6, 2023, with $289,407 in assets and $1,123,740 in liabilities. Jun Jing Liu, also known as Annie Liu, director, signed the petition. Judge Philip Bentley oversees the case. Michael J. Kasen, Esq., at Kasen & Kasen, P.C. is the Debtor's legal counsel. GOODLIFE PHYSICAL: No Change in Patient Care, 2nd PCO Report Says ----------------------------------------------------------------- Tamar Terzian, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California a second interim report regarding the health care facility operated by Goodlife Physical Medicine Corporation. In the report which covers the period April 17 to June 17, 2023, the PCO noted that each patient's personal information and medical records are well maintained and accessible to staff. The PCO observed that the Seal Beach site was clean and open and that the staff was friendly and attentive to the patients. The PCO recommended having a log of all medication stored onsite and regularly discarding any expired medications. There are no changes to report currently in terms of the quality of care. The PCO did not observe operational concerns as contemplated by Section 333(b)(3) with potential patient safety implications. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=GVBVKI from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Terzian Law Group 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tterzian@terzlaw.com About Goodlife Physical Medicine Corp Goodlife Physical Medicine Corp, a company in Redondo Beach, Calif., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10340) on Jan. 23, 2023. In the petition filed by its owner, David Carry, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtor is represented by Leslie A. Cohen, Esq., at Leslie Cohen Law, PC. Tamar Terzian, Esq., at Terzian Law Group is the patient care ombudsman appointed in the Debtor's Chapter 11 case. GREENBRIER COMPANIES: Egan-Jones Retains BB- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on June 13, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Greenbrier Companies, Inc. Headquartered in Lake Oswego, Oregon, Greenbrier Companies, Inc. supplies transportation equipment and services to the railroad and related industries. HARRIS ENERGY: Debtors Seek to File Joint Plan ---------------------------------------------- Harris Energy Group, Inc., et al., move the Bankruptcy Court for entry of an order authorizing them to file a Joint Disclosure Statement and Joint Plan of Reorganization. The issues facing the Debtors are communal in nature and, given the relationship between the Debtors, proposing a single disclosure statement and chapter 11 plan is both sensible and appropriate. The activities of the Debtors are intertwined, they utilize an integrated cash management system, and their debts are related to the common business enterprise. Here, the Debtors submit a joint disclosure statement and joint plan of reorganization will allow them to: (1) comprehensively address their joint debts; (2) eliminate the expense associated with proposing nine separate disclosure statements and plans; and (3) better reflect the form and nature of their operations as a single business enterprise. For instance, the Debtors share the financial liabilities which they seek to reorganize through this proceeding. Zero6 Energy, Inc., the Debtors' largest secured creditor, has filed substantially similar claims against five of the Debtors. See Case No. 23-21118-kmp, Claim No. 14-1; Case No. 23-21121- kmp, Claim No. 3-1; Case No. 23-21123-kmp, Claim No. 2-1; Case No. 23-21124-kmp, Claim No. 1-1; Case No. 23-21127-kmp, Claim No. 3-1. The Stephenson National Bank and Trust has also filed substantially similar claims against five of the Debtors. See Case No. 23-21117-kmp, Claim No. 7-1; Case No. 23-21118-kmp, Claim No. 13-1; Case No. 23-21121-kmp, Claim No. 2-1; Case No. 23-21127-kmp, Claim No. 2-1; Case No. 23-21128-kmp, Claim No. 1-1. The Debtors believe that the interests of all creditors will be enhanced by the reduction in costs resulting from a joint disclosure statement and chapter 11 plan. This relief will eliminate the need for duplicative filings, negotiations, and hearings. Further, the Debtors believe that the rights of their creditors will not be adversely affected by the proposed joint filings. To the extent there are separate creditors among the Debtors, they will be treated in the joint chapter 11 plan as they would have been treated in individual plans. Counsel for the Debtors: Paul G. Swanson, Esq. Peter T. Nowak, Esq. STEINHILBER SWANSON LLP 107 Church Avenue Oshkosh, WI 54901 Tel: (920) 235-6690 Fax: (920) 426-5530 E-mail: pswanson@steinhilberswanson.com pnowak@steinhilberswanson.com About Harris Energy Group Harris Energy Group, Inc. and affiliates own, operate, and develop hydroelectric power plants in Wisconsin, Michigan, Iowa, and Illinois, generating power for sale to public utilities, governmental agencies, and private power producers. The plants generate power when water from rivers or lakes flows through the blades of a turbine. The turbines are connected to a generator that makes electricity, which is then sold to either the Midcontinent Independent System Operation or other public entities or private companies through power purchase agreements. Harris Energy and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-21117) on March 16, 2023. In the petition signed by its chairman, William D. Harris, Harris Energy disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Katherine Maloney Perhach oversees the cases. The Debtors tapped Paul G. Swanson, Esq., at Steinhilber Swanson, LLP as legal counsel and MS Financial Services as financial advisor. HCA INC: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company, on June 13, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by HCA Inc. Headquartered in Nashville, Tennessee, HCA Inc. of Delaware owns, manages, and operates hospitals. HEARTBRAND HOLDINGS: Plan Disclosures Inadequate, Twinwood Says --------------------------------------------------------------- Twinwood Cattle Company, Inc., filed a limited objection to the Emergency Motion of Heartbrand Holdings, Inc., et al. for entry of an order conditionally approving the disclosure statement and granting related relief. The limited objection is without prejudice to its position that the Debtors' Plan is in bad faith, not feasible, and not in the best interests of bona fide creditors, and subject to its adversary complaint against the Debtors' insiders. On November 25, 2022, the Debtors moved to extend the exclusivity period to file their plan and disclosure statement. In response, Twinwood moved to dismiss their cases. Ultimately, Twinwood withdrew its dismissal motion without prejudice after the Court established a May 30, 2023 deadline for the Debtors to file a confirmable plan and sua sponte set a motion to convert the cases to chapter 7. On May 30, 2023, the Debtors filed the Disclosure Statement Motion seeking approval of a Joint (but separate) Plan of Reorganization and a Disclosure Statement. Generally, the Plan creates seven classes of claims or interests for HBI and six classes of claims or interests for AAA. Twinwood is classified as holding an impaired, voting claim against each Debtor. ISL is classified as holding an impaired, voting claim against each Debtor, but in a separate class from Twinwood. Arch is also classified as holding an impaired, voting claim against each Debtor and is also in its own class. And the Beeman Family is classified as holding an unimpaired, nonvoting, secured claim which enjoys priority even though the Beeman Note has been ruled to be equity rather than debt by two Texas courts. On June 2, 2023, Twinwood filed an adversary complaint to recharacterize, subordinate, or disallow the putative Beeman Note. Twinwood points out that this is a disclosure statement objection, not a plan objection. Because the Debtors did not collaborate with Twinwood, the Debtors' Disclosure Statement misses certain practical, logistical, and legal failures of the Plan itself. Twinwood intends to work with the Debtors, notwithstanding the Plan deficiencies, to come to a solution that pays Twinwood's claim in full without needless risk. However, the current Disclosure Statement falls short of the required level of transparency and omits key information. Twinwood's ultimate support requires fair and equitable treatment of its claims. The Debtors, as fiduciaries of their estates, should make accurate and fulsome disclosures, as set forth herein, of: a. The events that led to these bankruptcies, including efforts to avoid bankruptcy, alternatives to bankruptcy, and the impact of fraud and alter ego findings against the Debtors and their insiders; b. Financial forecasts and projections covering the entire Plan period, with enough detail to be usable to creditors and not just some of their attorneys; c. The effects of the Beeman Note4 on the Plan, including: i. An independent, disinterested investigation and analysis of the note for defenses, counterclaims, or offsets; ii. What formal agreements exist for an extension, including the terms and with whom it was negotiated; iii. An analysis of how the existence of the note affects the Debtors' ability to secure funding for the Plan and how it will affect the possible liquidation; and iv. An analysis of how Twinwood's adversary proceeding will affect the note and the Plan; d. The basis of classification of unsecured claims, including: i. Why and how multiple unsecured classes are appropriate; ii. Why the International Sureties Ltd. ("ISL") administrative expense is classified as an unsecured claim; iii. How Arch Insurance Company ("Arch") can vote a contingent claim; and iv. Why there is duplicative voting by allowing Arch (surety/codebtor) to vote before paying Twinwood's claim and before being subrogated to Twinwood's claim; e. The risks of allowing the current management to remain in place; f. The amount of administrative expenses and how they will be paid on the Effective Date; g. The value realizable from potential avoidance actions; h. The true risks of the state court litigation and the effects of the Plan on them; i. The true risks of the Debtors "wait-for-payment" Plan; j. An analysis of the non-Debtor releases of the Beeman Family and other insiders, including: i. The Debtors' justifications for granting insider non-debtor releases; ii. How the releases would be consensual (or not); iii. How the releases are integral to the Plan; iv. How the releases are a condition of settlement; v. Consideration for the releases; vi. Investigation into their value of the releases to the estate; and vii. Whether and how the Plan can lawfully grant these releases in light of the state court action, the solvent HBI debtor, and the lack of consideration; k. The Debtors' right to a discharge (or a de facto discharge) considering the Plan's contemplation of liquidation and the risks of a serial chapter 11; l. The nature of the sale process contemplated under the Plan if Debtors choose to liquidate; and m. Given the liquidation analysis, potential benefits of conversion or liquidation instead of the Plan. Twinwood further points out that the Disclosure Statement Motion also contains failures that the Court can correct now. For instance, the Ballots attached to the Disclosure Statement conflict with the Plan. The Debtors have proposed "separate" plans in a single document. But the Ballots do not account for creditors who hold claims in different amounts against different Debtors. Nor do the Ballots provide for creditors who wish to vote against one Debtor's plan but in favor of the other Debtor's plan. Two sets of ballots should be issued – one for each Debtor. In addition, the Debtors propose to send Ballots to creditors who either do not hold claims (ISL) or whose vote is unauthorized by Code or improperly double counted (Arch). Twinwood asserts that the Debtors should not be allowed to proceed with solicitation, voting, or confirmation until they have shown adequate transparency on the issues raised herein. Debtors should supplement their disclosure statement with the requested information. Ultimately, the Debtors must make fundamental changes to the Plan and make supplemental disclosures when the Plan issues are remedied by amendment. Counsel for Twinwood Cattle Co., Inc.: William D. Wood, Esq. Hugh M. Ray, III, Esq. L. James Dickinson, Esq. Reed C. Trechter, Esq. PILLSBURY WINTHROP SHAW PITTMAN LLP 909 Fannin, Suite 2000 Houston, TX 77010-1028 Telephone: (713) 276-7600 Facsimile: (713) 276-7673 E-mail: william.wood@pillsburylaw.com hugh.ray@pillsburylaw.com james.dickinson@pillsburylaw.com reed.trechter@pillsburylaw.com - and - Justin P. Tschoepe, Esq. YETTER COLEMAN LLP 811 Main Street, Suite 4100 Houston, TX 77002-6125 Telephone: (713) 632-8000 Facsimile: (713) 632-8002 E-mail: jtschoepe@yettercoleman.com - and - William J. Boyce, Esq. ALEXANDER DUBOSE & JEFFERSON LLP 1844 Harvard Street Houston, TX 77008-4342 Telephone: (713) 523-2358 Facsimile: (713) 522-4553 E-mail: bboyce@adjtlaw.com About HeartBrand and American Akaushi Assoc. HeartBrand Holdings Inc. -- https://www.heartbrandbeef.com -- is a beef company in Texas. It is a leading producer of Akaushi beef, a type of red Wagyu Japanese cattle known for its high-quality meat. HeartBrand Holdings and American Akaushi Association, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90127) on Aug. 2, 2022. In the petition filed by Ronald Beeman as chairman of the Board of Directors, HeartBrand reported assets between $50 million and $100 million and liabilities between $10 million and $50 million while American Akaushi Association reported assets between $100,001 and $500,000 and liabilities between $10 million and $50 million. Judge David R. Jones oversees the cases. The Debtors tapped Vinson & Elkins as counsel and ADKF, PC as tax and accounting services provider. Omni Agent Solutions is the claims agent. HERMANOS GONZALES: Taps Pagewood Real Estate Services as Broker --------------------------------------------------------------- Hermanos Gonzales Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pagewood Real Estate Services, LLC as real estate broker. The Debtors need a broker for the listing, marketing and sale of their real property located at 2520 Farrell Road, Houston Texas. The broker will be paid a commission of 6 percent of the property's sales price. Nick Spearman, vice president of Pagewood, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nick Spearman Pagewood Real Estate Services 1410 Brittmoore Road, Suite 175 Houston, TX 7704 About Hermanos Gonzales Holdings Hermanos Gonzales Holdings, LLC is a single asset real estate as defined in 11 U.S.C. Section 101 (51B). The company is based in Montgomery, Texas. Hermanos Gonzales Holdings sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30405) on Feb. 6, 2023. In the petition filed by its managing member, Robert Gonzales, the Debtor reported $1 million to $10 million in both assets and liabilities. Judge Marvin Isgur oversees the case. Marcellous S. McZeal, Esq., at Grealish & McZeal, PC is the Debtor's legal counsel. HOMER CITY: MetWest TRB Marks $6.5M Loan at 33% Off --------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $6,509,147 loan extended to Homer City Generation LP, to market at $4,371,966 or 67% 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. Total Return Bond Fund is a participant in a First Lien Term Loan (SOFR plus 11%) to Homer City Generation LP,. The loan accrues interest at a rate of 15% 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. Homer City Generation L.P. is a special purpose company that owns a 1,884 MW coal-fired plant in Homer City, Pa. HOVNANIAN ENTERPRISES: Egan-Jones Retains B- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 30, 2023 maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Hovnanian Enterprises, Inc. EJR also withdrew its 'B' rating on commercial paper issued by the Company. Headquartered in Matawan, New Jersey, Hovnanian Enterprises, Inc. provides homebuilding services. HOWMET AEROSPACE: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on June 14, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Howmet Aerospace Inc. Headquartered in Pittsburgh, Pennsylvania, Howmet Aerospace Inc. provides engineered metal products. INNOVATIVE CONCEPTS: Affiliate Taps J.S. Held LLC as Accountant --------------------------------------------------------------- Central Hospitality Group, Inc., a member in the Chapter 11 cases of Innovative Concepts Empire, LLC, and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ J.S. Held LLC as accountant. The Debtor needs an accountant to prepare monthly operating reports and general accounting of revenue and expenses. The firm's hourly rates are as follows: Executive Vice President $450 Senior Vice President $360 Assistant Vice President $290 Senior Consultant $250 Consultant $225 Lynton Kotzin, executive vice president of J.S. Held, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lynton Kotzin, CPA J.S. Held LLC 2700 N. Central Avenue, Suite 1275 Phoenix, AZ 85004 Telephone: (602) 544-3552 Email: lkotzin@jsheld.com About Innovative Concepts Innovative Concepts Empire, LLC and its affiliates, Central Hospitality Group, Inc. and Squared Up Hospitality, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 23-03538) on May 27, 2023. At the time of the filing, Innovative Concepts Empire and Central Hospitality Group reported as much as $50,000 in assets and $100,001 to $500,000 in liabilities while Squared Up Hospitality reported as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Brenda Moody Whinery oversees the cases. The Debtors are represented by Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. Lynton Kotzin, CPA, at J.S. Held LLC is tapped as Central Hospitality Group, Inc.'s accountant. INSTANT BRANDS: Receives Court Okay for $267.5M DIP Financing ------------------------------------------------------------- Rick Archer of Law360 reports that a Texas bankruptcy judge on Tuesday, June 13, 2023, gave Instant Pot maker Instant Brands permission to take out $257.5 million in Chapter 11 financing that the company said it needs to stay in operation as it heads for a possible sale in August 2023. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Acquisition Holdings Inc. and its affiliates, including Instant Brands LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. Judge David R. Jones oversees the case. In addition, the Company commenced ancillary proceedings in Canada under the Companies' Creditors Arrangement Act (CCAA) seeking recognition of the U.S. Chapter 11 proceedings in Canada. In the Chapter 11 petition signed by Adam Hollerbach, chief restructuring officer, Instant Brands disclosed up to $1 billion in both assets and liabilities. In the Chapter 11 cases, Davis Polk & Wardwell LLP is serving as Instant Brands' legal counsel and AlixPartners is serving as restructuring advisor. Guggenheim Securities LLC is the investment banker. Haynes and Boone, LLP, is the Debtors' Texas counsel and Stikeman Elliott LLP is the Canadian counsel. Epiq Corporate Restructuring, LLC, is the claims, noticing, agent, solicitation and administrative advisor. INT ASSOC: Seeks to Tap Gellert Scali Busenkell & Brown as Counsel ------------------------------------------------------------------ Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div., Local 1594 seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Gellert Scali Busenkell & Brown, LLC as its counsel. The firm will render these services: (a) advise the Debtor and prepare all necessary legal documents; (b) take all necessary actions to protect and preserve the Debtor's estate during the pendency of the Chapter 11 case; (c) prepare legal papers; (d) counsel the Debtor with regard to its rights and obligations; (e) appear in court and protect the interests of the Debtor before the court; and (f) perform all other legal services for the Debtor which may be necessary in this proceeding. The hourly rates of the firm's counsel and staff are below: Holly S. Miller $400 Michael A. Cataldo $350 Paraprofessionals $120 - $225 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $25,000. Holly Miller, Esq., a member at Gellert Scali Busenkell & Brown, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Blvd., Suite 1901 Philadelphia, PA 19103 Telephone: (215) 238-0012 Email: hsmiller@gsbblaw.com About Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div. Local 1594 Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div., Local 1594 filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-11777) on June 16, 2023. In the petition filed by Bruce Cheatham, Jr., the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Magdeline D. Coleman oversees the case. Holly S. Miller, Esq., at Gellert Scali Busenkell & Brown, LLC serves as the Debtor's counsel. IRONNET INC: Gets Nasdaq Delisting Notice on Delayed 10-Q Filing ---------------------------------------------------------------- IronNet, Inc. (NYSE: IRNT) on June 28, 2023, disclosed that it received a notice from the New York Stock Exchange (the "NYSE") indicating that IronNet is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended April 30, 2023 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC"). As previously reported by IronNet in its Notification of Late Filing on Form 12b-25, filed with the SEC on June 15, 2023, IronNet was unable to file the Form 10-Q within the prescribed period due to diversion of company resources related in part to ongoing efforts by management to raise additional capital and negotiate a potential strategic transaction for the Company. The notice has no immediate effect on the listing of IronNet's securities on the NYSE. The NYSE informed IronNet that, under NYSE rules, IronNet will have six months from June 21, 2023, or until December 20, 2023, to file the Form 10-Q with the SEC. IronNet can regain compliance with the NYSE listing standards at any time prior to that date by filing Form 10-Q. If IronNet fails to file the Form 10-Q before the NYSE's compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for IronNet to regain compliance, depending on the specific circumstances. About IronNet Founded in 2014 by GEN (Ret.) Keith Alexander, IronNet, Inc. (NYSE: "IRNT") -- http://www.ironnet.com-- is a global cybersecurity leader that is transforming how organizations secure their networks by delivering the first-ever Collective Defense platform operating at scale. Employing a number of former NSA cybersecurity operators with offensive and defensive cyber experience, IronNet integrates deep tradecraft knowledge into its industry-leading products to solve the most challenging cyber problems facing the world today. JND ENTERPRISES: Seeks to Hire Calaiaro Valencik as Legal Counsel ----------------------------------------------------------------- JND Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as its legal counsel. The firm will render these legal services: (a) prepare the bankruptcy petition and attend at the meeting of creditors; (b) represent the Debtor in relation to acceptance or rejection of executory contracts; (c) advise the Debtor with regard to its rights and obligations during the Chapter 11 case; (d) represent the Debtor in relation to any motions to convert or dismiss this Chapter 11; (e) represent the Debtor in relation to any motions for relief from stay filed by any creditors; (f) prepare the plan; (g) prepare any objection to claims in the Chapter 11; and (h) otherwise, represent the Debtor in general. The hourly rates of the firm's counsel and staff are as follows: Donald R. Calaiaro $395 David Z. Valencik $350 Andrew K. Pratt $300 Monica L. Locke $250 Emily M. Balla $250 Paralegal $100 The Debtor and Calaiaro Valencik agreed to an initial retainer of $25,000. Donald Calaiaro, Esq., an attorney at Calaiaro Valencik, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David Z. Valencik, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222 Telephone: (412) 232-0930 Facsimile: (412) 232-3858 Email: dvalencik@c-vlaw.com About JND Enterprises JND Enterprises, LLC, a developer of multi-family homes, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21298) on June 15, 2023. In the petition signed by Joseph DeNardo, member, the Debtor disclosed $1 million to $10 million in both assets and liabilities. David Z. Valencik, Esq., at Calaiaro Valencik serves as the Debtor's counsel. JNJ HOME: U.S. Trustee Appoints Joseph Tomaino as PCO ----------------------------------------------------- William Harrington, U.S. Trustee for Region 2, appointed Joseph Tomaino as patient care ombudsman for JNJ Home Health Care, Inc. The appointment was made pursuant to the order from the U.S. Bankruptcy Court for the Eastern District of New York on June 16. The PCO may seek to retain counsel to assist him in the performance of his duties and responsibilities except for his reporting obligations as set forth in Section 333(b)(2) of the Bankruptcy Code. Mr. Tomaino of Grassi Healthcare Advisors, LLC disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The ombudsman may be reached at: Joseph Tomaino Grassi Healthcare Advisors, LLC 750 Third Avenue, 28th Floor New York, NY 10017 Tel: (212) 223-5020 Email: jtomaino@grassihealthcareadvisors.com About JNJ Home Health Care JNJ Home Health Care, Inc. is a provider of home healthcare services in Brooklyn, N.Y. JNJ Home Health Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41382) on April 24, 2023. In the petition signed by its chief executive officer, Caren D. Serieux-Bazelais, the Debtor disclosed $1,616,300 in assets and $3,550,540 in liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped the Law Office of James J. Rufo as bankruptcy counsel; the Law Office of Charles A. Higgs as special litigation counsel; and Hickey & Hickey Accounting Consultants as accountant. KB HOME: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company, on June 14, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by KB Home. Headquartered in Los Angeles, California, KB Home builds single-family homes in the United States, primarily targeting first-time and first move-up homebuyers. KW INTERNATIONAL: Seeks to Hire Forshey & Prostok as Legal Counsel ------------------------------------------------------------------ KW International, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Forshey & Prostok, LLP as its legal counsel. The firm will provide these services: (a) advise the Debtor of its rights, powers and duties in the continued operation and management of its business and assets; (b) advise the Debtor concerning, and assist in the negotiation and documentation of, agreements, debt restructurings, and related transactions; (c) review the nature and validity of liens asserted against the property of the Debtor and advise concerning the enforceability of such liens; (d) advise the Debtor concerning the actions that they might take to collect and to recover property for the benefit of the Debtor's estate; (e) prepare legal documents; (f) advise the Debtor concerning, and prepare responses to, applications, motions, pleadings, notices and other papers that may be filed and served in this Chapter 11 case; (g) counsel the Debtor in connection with the formulation, negotiation, and promulgation of one or more plans of reorganization and related documents; and (h) perform all other necessary legal services for and on behalf of the Debtor. The hourly rates of the firm's counsel and staff are as follows: J. Robert Forshey $695 Suzanne K. Rosen $600 Other Firm Attorneys $395 - $575 Paralegals/Legal Assistants $175 - $255 In addition, the firm will seek reimbursement for expenses incurred. The Debtor paid the firm a retainer in the amount of $125,000. J. Robert Forshey, Esq., an attorney at Forshey & Prostok, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Robert Forshey, Esq. Forshey & Prostok LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 Email: bforshey@forsheyprostok.com About KW International KW International provides production equipment and measurement services. It offers oil and gas production equipment, gas processing and treatment packages, measurement & automation systems, parts and field service, and startup and troubleshooting. KW International sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90708) on June 6, 2023. In the petition signed by Jeff Wagner, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel; SSG Advisors, LLC as investment banker; and Harris & Dickey, LLC as financial advisor. KW INTERNATIONAL: Seeks to Tap SSG Advisors as Investment Banker ---------------------------------------------------------------- KW International, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ SSG Advisors, LLC as investment banker. SSG will provide these services: (I) Sale. (a) prepare an information memorandum describing SanoTech, its historical performance and prospects; (b) assist the Debtor in compiling a data room of any necessary and appropriate documents related to the sale; (c) assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtor; (d) coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; (e) assist the Debtor in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential buyers; (g) advise and assist the Debtor in structuring the sale and negotiating the transaction agreements; and (h) otherwise assist the Debtor and its other professionals, as necessary, through closing on a best-efforts basis. (II) Financing. (a) prepare an information memorandum describing the Debtor, its historical performance, and prospects; (b) assist the Debtor in compiling a data room of any necessary and appropriate documents related to the financing; (c) assist the Debtor in developing a list of suitable potential lenders and investors who will be contacted on a discreet and confidential basis after approval by the Debtor; (d) coordinate the execution of confidentiality agreements for potential lenders and investors wishing to review the information memorandum; (e) assist the Debtor in coordinating site visits for interested lenders and investors and working with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential lenders and investors; (g) advise and assist the Debtor in structuring a financing and negotiating the lending agreements; and (h) otherwise assist the Debtor, its attorneys, and accountants, as necessary, through closing on a best-efforts basis. (III) Restructuring. (a) assist the Debtor in the negotiation with various stakeholders. SSG will be compensated as follows: (a) an initial fee of $30,000; (b) a monthly fee of $30,000; (c) a sale fee equal to the greater of (i) 6 percent (6%) of the total consideration, or (ii) $600,000; (d) a financing fee equal to the greater of (i) 6 percent (6%) of the committed financing, or (ii) $600,000; (e) a restructuring fee equal to $600,000; and (f) reimbursement for all reasonable out-of-pocket expenses. Mark Chesen, a managing director at SSG Advisors, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Chesen SSG Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Telephone: (610) 940-5801 Email: mchesen@ssgca.com About KW International KW International provides production equipment and measurement services. It offers oil and gas production equipment, gas processing and treatment packages, measurement & automation systems, parts and field service, and startup and troubleshooting. KW International sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90708) on June 6, 2023. In the petition signed by Jeff Wagner, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel; SSG Advisors, LLC as investment banker; and Harris & Dickey, LLC as financial advisor. KW INTERNATIONAL: Taps Harris & Dickey as Financial Advisor ----------------------------------------------------------- KW International, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Harris & Dickey, LLC as financial advisors. The firm will provide these services: (a) review and analyze the financial and operational position of the Debtor, and advise the Debtor in connection with same; (b) evaluate and investigate potential strategies for the restructuring and refinancing of the Debtor, and provide advice in connection with same; (c) prepare data and analyses to meet the requests of the Debtor's financial constituents; (d) provide oversight and support to the Debtor's other professionals in connection with execution of its business plan, any sales process, and the overall administration of activities within the Chapter 11 proceeding; (e) provide oversight and assistance in connection with the preparation of financial-related disclosures required by the bankruptcy court; (f) provide oversight and assistance in connection with the preparation of financial information for distribution to creditors and others, approval is sought; (g) participate in meetings and assist any official committee(s) appointed in the case, the U.S. Trustee, other parties in interest; (h) evaluate, make recommendations, and implement strategic alternatives as needed to maximize the value of the Debtor's assets; (i) evaluate, analyze, and make recommendations relating to the assets of the Debtor; (j) provide oversight and assistance in connection with the preparation of analysis of creditor claims; (k) provide oversight and assistance in connection with the evaluation and analysis of avoidance actions; (l) provide testimony in litigation/bankruptcy matters as required; (m) evaluate the cash flow generation capabilities of the Debtor for valuation maximization opportunities; (n) provide oversight and assistance in connection with communications and negotiations with constituents; (o) assist in development of a plan of reorganization or liquidation and in the preparation of information and analysis necessary for the confirmation of a plan in the Chapter 11 proceedings; and (p) perform other tasks as directed by the Debtor and agreed to by the firm. The firm received a retainer of $50,000 from the Debtor. The hourly rates of the firm's professionals are as follows: Managing Director $375 All Other Consultants $175 - $305 In addition, the firm will seek reimbursement for expenses incurred. John Tittle, Harris & Dickey, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Tittle, Jr., CPA Harris & Dickey, LLC 4127 Wycliff Ave. Dallas, TX 75219 Telephone: (972) 672-7597 About KW International KW International provides production equipment and measurement services. It offers oil and gas production equipment, gas processing and treatment packages, measurement & automation systems, parts and field service, and startup and troubleshooting. KW International sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90708) on June 6, 2023. In the petition signed by Jeff Wagner, president, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped J. Robert Forshey, Esq., at Forshey & Prostok, LLP as legal counsel; SSG Advisors, LLC as investment banker; and Harris & Dickey, LLC as financial advisor. LINCOLN POWER: Unsecureds to Recover 0.10% to 0.12% in Plan ----------------------------------------------------------- Lincoln Power, L.L.C., et al., submitted a Joint Plan of Reorganization and a Disclosure Statement. After engaging in months of extensive good-faith and arm's-length negotiations with Holders of Credit Agreement Claims, shortly before the commencement of the Chapter 11 Cases, the Debtors, the Consenting Sponsor, and certain holders of First Lien Claims -- which hold more than 90% of outstanding Credit Agreement Claims -- agreed on the terms of the Restructuring as set forth in the Restructuring Support Agreement. The RSA contemplates, in the first instance, that the Debtors will pursue a largely-consensual restructuring that would (if confirmed): (i) facilitate a comprehensive restructuring centered around a debt-to-equity swap for secured creditors and (ii) fund the Chapter 11 Cases via the consensual use of cash collateral. The RSA, however, also contemplates that the Debtors will in the first 45 days of the Chapter 11 Cases commence a marketing process to assess whether there are potential purchasers interested in acquiring some or all of the Debtors' assets and preserves the Debtors' ability to pursue such a sale in the event it is in the best interests of the Debtors' estates and stakeholders. Under the RSA, the Debtors have agreed to, among other things, support and take all commercially reasonable actions necessary to consummate the restructuring transactions (including the sale transaction) in accordance with the Restructuring Support Agreement, including meeting the following milestones: * by 11:59 p.m. (prevailing Eastern Time) on March 31, 2023, the Petition Date must have occurred; * on the Petition Date, the Company must have filed the First Day Pleadings; * no later than 2 calendar days after the Petition Date, the Bankruptcy Court must have entered the interim Cash Collateral Order; * no later than 35 calendar days after the Petition Date, the Bankruptcy Court must have entered the final Cash Collateral Order; * no later than May 1, 2023, the Debtors must have filed a motion seeking approval of procedures for the marketing and sale of some or all of the Debtors' business enterprise; * no later than May 8, 2023, the Debtors must have filed the Plan and Disclosure Statement; * no later than 21 calendar days after the Bid Procedures Motion is filed, the Court must have entered an order approving the Bid Procedures Motion; * no later than 35 calendar days after the Approved Plan and Disclosure Statement are filed, the Bankruptcy Court shall have entered an order approving the Disclosure Statement; * no later than 50 calendar days after the Bid Procedures Motion is filed, qualified bids for the Debtors' business enterprise must be due; * no later than 55 calendar days after the Bid Procedures Motion is filed, any auction to select the winning bidder for the Debtors' business enterprise must occur; * no later than 70 calendar days after the Approved Plan and Disclosure Statement are filed, the Bankruptcy Court must have entered the Confirmation Order; and * no later than 85 calendar days after the Approved Plan and Disclosure Statement are filed, the Approved Plan must become effective. Notably, Section 7.03(b) of the RSA makes clear that the Debtors have a fiduciary-out in the event a superior proposal arises and that the Debtors' boards of directors can at all times act consistent with their fiduciary duties. Under the Plan, Class 4A General Unsecured Claims against the Non-Obligor Debtor total $12,213. Class 4A is unimpaired. Class 4B General Unsecured Claims against the Obligor Debtors total $41,094,496 to $50,125,668. Class 4B consists of all General Unsecured Claims (including, for the avoidance of doubt, Credit Agreement Deficiency Claims) against the Obligor Debtors, including, if applicable, any Macquarie Unsecured Claims. Holders of Allowed General Unsecured Claims against the Obligor Debtors will receive their Pro Rata share of the Obligor Debtors GUC Cash Pool. Creditors will recover 0.10% to 0.12% of their claims. Class 4B is impaired. The deadline for potential bidders to submit qualified bids in accordance with the Bidding Procedures was June 20, 2023. If necessary, qualified bidders will attend an auction for the Debtors' assets which will be held on June 26, 2023, at 10:00 a.m. (prevailing Eastern Time). The deadline for the filing and serving of motions pursuant to Bankruptcy Rule 3018(a) will be on June 28, 2023, at 5:00 p.m. (prevailing Eastern Time). The date on which the Court will consider confirmation of the Plan is on July 26, 2023, at 10:00 a.m. (prevailing Eastern Time). The deadline by which objections to the Plan, including the Sale Transaction, must be filed with the Court and served so as to be actually received by July 21, 2023, at 12:00 p.m. (prevailing Eastern Time). The voting deadline to accept or reject the Plan is 12:00 p.m. (prevailing Eastern Time), on July 21, 2023, unless extended by the Debtors. The deadline by which replies to objections, if any, must be filed with the Court on July 24, 2023, at 10:00 a.m. (prevailing Eastern Time). Counsel for the Debtors: George A. Davis, Esq. Andrew D. Sorkin, Esq. Brett M. Neve, Esq. Randall Carl Weber-Levine, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: george.davis@lw.com andrew.sorkin@lw.com brett.neve@lw.com randall.weber-levine@lw.com - and - Caroline Reckler, Esq. 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: caroline.reckler@lw.com - and - Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Heather P. Smillie, Esq. Kristin L. McElroy, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: mnestor@ycst.com kcoyle@ycst.com hsmillie@ycst.com kmcelroy@ycst.com A copy of the Disclosure Statement dated June 16, 2023, is available at https://tinyurl.ph/hPLGX from Omniagentsolutions, the claims agent. About Lincoln Power Headquartered in Charlotte, N.C., Lincoln Power, L.L.C. is a power company that owns two gas-fired power-generation facilities one of which is located in Elgin, Illinois, and the other of which is located in East Dundee, Illinois. Lincoln Power, LLC and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10382) on March 31, 2023. In the petition signed by Justin D. Pugh, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. The Hon. Laurie Selber Silverstein oversees the cases. Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, represents the Debtor. Lawyers at Latham & Watkins LLP and Young Conaway Stargatt & Taylor, LLP serve as the Debtors' bankruptcy counsel. Guggenheim Securities, LLC, is the Debtors' financial advisor and investment banker. Omni Agent Solutions serves as the Debtors' claims and noticing agent. LOGMEIN INC: MetWest FRI Marks $1.1M Loan at 42% Off ---------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $1,189,957 loan extended to LogMeIn, Inc to market at $685,873 or 58% 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. Floating Rate Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 4.75%) to LogMeIn, Inc. The loan accrues interest at a rate of 9.38% per annum. The loan matures on August 31, 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. LogMeIn Inc is a flexible-work provider of software as a service and cloud-based remote work tools for collaboration and IT management. LTL MANAGEMENT: J&J Unit Has $750-Mil. Settlement With Insurers --------------------------------------------------------------- Steven Church of Bloomberg News reports that the bankrupt unit that Johnson & Johnson set up to end more than 40,000 cancer lawsuits will collect about $750 million for a trust fund to pay people who claim they were hurt by tainted baby powder, a lawyer told a judge Thursday, June 22, 2023. Insurers and others will contribute the money to help pay medical liens related to the baby powder allegations, attorney Kris Hansen said at a bankruptcy court hearing. LTL Management, the unit formed by Johnson & Johnson (NYSE:JNJ) specifically to handle claims from individuals who say the company's talc products harmed them will set up the $750 million trust fund with insurers to pay for medical liens. The deal was achieved through mediation. It was brokered, Bloomberg reported, with Kris Hansen, a lawyer representing many plaintiffs' law firms that agrees with LTL's present offer to settle all outstanding and future talc litigation for $8.9 billion. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing the Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. LUCIRA HEALTH: Seeks to Extend Plan Exclusivity to September 20 --------------------------------------------------------------- Lucira Health, Inc. asks the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which only the Debtor may file a chapter 11 plan and solicit accepatances thereof to September 20, 2023 and November 20, 2023, respectively. The initial exclusive filing period in the Chapter 11 Case expires on June 22, 2023, while the initial exclusive solicitation period ends on August 21, 2023. The Debtor explained that, together with its advisors, it has devoted considerable time and effort to preserve and maximize the value of its estate for the benefit of all stakeholders through the sale of all or substantially all of its assets, along with preparing and filing motions, applications, and other pleadings to ensure a smooth transition into chapter 11. The Debtor further explained that extensive resources have been required of it and its professionals to achieve the measures reached in the chapter 11 case. Lucira Health, Inc. is represented by: Sean M. Beach, Esq. Ashley E. Jacobs, Esq. Joshua B. Brooks, Esq. Timothy R. Powell, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Emails: sbeach@ycst.com ajacobs@ycst.com jbrooks@ycst.com tpowell@ycst.com - and - Robert L. Eisenbach III, Esq. COOLEY LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111-4004 Tel: (415) 693-2000 Email: reisenbach@cooley.com - and - Cullen Drescher Speckhart, Esq. Olya Antle, Esq. 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Tel: (202) 842-7800 Email: cspeckhart@cooley.com oantle@cooley.com About Lucira Health Founded in 2013, Lucira is a medical technology company focused on the development and commercialization of transformative and innovative infectious disease test kits. Lucira Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets of $145,897,301 and total debt of $84,720,814. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as legal counsels; Armanino, LLP as financial advisor; and Donlin, Recano & Company, Inc. 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 Debtor's Chapter 11 case. The committee is represented by Brya Michele Keilson, Esq. MASTERS III LLC: Seeks to Tap Julianne Frank as Bankruptcy Counsel ------------------------------------------------------------------ Masters III LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Julianne Frank, PA to handle its Chapter 11 case. Julianne Frank received a retainer in the amount of $8,840 from the Debtor. The hourly rates of the firm's counsel and staff are as follows: Attorneys $400 Paralegals $100 Ms. Frank disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julianne Frank, Esq. Julianne Frank, PA 4495 Military Trail, Suite 107 Jupiter, FL 33458 Telephone: (561) 389-8660 Email: julianne@jrfesq.com About Masters III LLC Masters III LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14750) on June 19, 2023. In the petition filed by Stanley Olszewski, managing member, the Debtor disclosed $118,372 in total assets and $1,072,897 in total liabilities. Julianne Frank, Esq., serves as the Debtor's counsel. MCCLATCHY COMPANY: Moody's Affirms B3 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed The McClatchy Company, LLC's existing ratings, including its B3 corporate family rating, following the company's announcement on June 23 [1] that it plans to upsize its existing toggle notes. The outlook remains stable. Proceeds from the proposed $40 million fungible add-on notes issuance will be used to fund a roughly $30 million dividend, add about $8 million cash to balance sheet and pay transaction related fees and expenses. The ratings affirmation reflects Moody's view that despite the initial leverage and cash interest increase pro forma for the refinancing, McClatchy will maintain a moderate long-term leverage target and will be able to de-lever to a pre-refinancing level over the next 18 months. Moody's expects that McClatchy will generate free cash flow of at least $35 million over the coming year, which will comfortably cover basic cash needs, despite continued earnings contraction stemming from the secular decline in demand for print and print-based advertising. Moody's took the following rating actions: Affirmations: Issuer: McClatchy Company, LLC (The) Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Backed Senior Secured Regular Bond/Debenture, Affirmed B3 Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE The transaction is credit negative because proceeds from the proposed add-on issuance will primarily be used to fund dividends to equity holders, initially increasing leverage and cash interest expense. Pro forma for the refinancing, Moody's adjusted Debt/EBITDA will increase to about 2.8x at the end of FY2023 from 2.1x for the LTM period ended March 2023. McClatchy's B3 CFR reflects the ongoing secular decline in the company's core print business and execution risks associated with converting print circulation to a sustainable and profitable digital platform. With the rapid rise of generative artificial intelligence (AI), the company is facing heightened risks related to protection of its intellectual property and to monetize content. McClatchy is continually assessing its ability to monetize content and the need to adapt quickly to take advantage of AI in the newsroom, operations and content management. McClatchy's credit profile benefits from one of the largest portfolios of media assets in the U.S. The company's print and online operations deliver locally oriented content and advertising to a broad audience. McClatchy has good geographic diversification with 30 newspaper and affiliated media companies located in 14 states across the United States. Since its emergence from bankruptcy in 2020, the company has so far been successful in mitigating the revenue impact from the decline in print circulation by growing digital consumer revenue through migration of current print subscribers to digital, raising prices, diversifying advertising revenue and moving into ecommerce and content partnerships. The B3 rating on the upsized PIK Toggle notes due 2027 reflects the probability of default of the company, as reflected in the B3-PD probability of default rating, an average expected family recovery rate of 50% at default and the notes' preponderance in the capital structure. Moody's expects that the company will maintain good liquidity over the next year, driven by positive cash flow generation of at least $35 million over the next four quarters despite continued EBITDA and revenue contraction, minimal capex requirement (less than 1% of revenue) and $20 million cash at close that is expected to continue to accumulate over the next 18 months. Moody's expects that excess cash will continue to be prioritized for debt reduction. The company's liquidity is constrained by lack of access to a revolving credit line. McClatchy's PIK Toggle notes do not have financial covenants. There is some seasonality in the business, with accounts receivable and inventory peaking at the end of Q4. McClatchy's CIS-5 credit impact score indicates that the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects the company's exposure to social and demographic as well as governance risks. Ongoing demographic and societal shifts have led to secular declines in its print and advertising focused activities and these trends are expected to continue. Consumer preferences continue to gravitate towards digital media and advertisers shift to more efficient, high-return ad channels to reach their customers. McClatchy's share of digital revenue is growing but the print share remains substantial. As of Q1 2023 the company generated roughly 34% from digital-only products and 56% from digital including digital/print bundles. Furthermore, the rapid rise of generative AI heightens the risks related to protection of the company's intellectual property, its ability to protect and monetize content and the need to adapt quickly to take advantage of the transformation. Governance risks reflect aggressive financial policies and concentrated ownership, which raises the potential for levering transactions or debt-funded shareholder dividends in the future, as demonstrated by the October 2022 and the proposed refinancing transaction that funds a dividend to equity holders. This is counterbalanced by the company's financial strategy that is focused on moderate leverage, a prudent strategy considering the secular business risks facing the company. The stable outlook reflects Moody's expectations that McClatchy's pace of revenue decline will moderate over time as the share of digital business grows. Despite an expectation for declining EBITDA, Moody's expects adjusted Debt to EBITDA to decline to around 2x over the next 12 -18 months as the company prioritizes free cash flows for debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if McClatchy demonstrates meaningful progress in growing its digital revenue that offsets print revenue declines leading to overall organic revenue and EBITDA growth. Maintaining good liquidity, generating sustained positive free cash flow, maintaining Moody's adjusted leverage under 2x with a clearly articulated financial policy supporting operating with low leverage would also be important considerations. Ratings could be downgraded if liquidity deteriorates, Moody's adjusted leverage rises above 3x, the pace of revenue decline fails to slow down, or operating performance weakens such that Moody's believes that the company will not be able to generate positive free cash flow. Headquartered in Sacramento, California, The McClatchy Company, LLC, is one of the largest media companies in the U.S., with 30 daily newspapers, community newspapers, websites, mobile news and advertising. It is a publisher of brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee and The Charlotte Observer. McClatchy reported revenue of $421 million for LTM March 2023. The company is majority owned by Chatham Asset Management, LLC. The principal methodology used in these ratings was Media published in June 2021. MEDICAL ACQUISITION: Files Amendment to Disclosure Statement ------------------------------------------------------------ Medical Acquisition Company, Inc., submitted a First Amended Disclosure Statement describing First Amended Plan of Reorganization dated June 26, 2023. The Debtor's primary assets consist of the DIP bank accounts, and the Debtor's interest in the Ground Lease with Tri-City. In January 2021, the Debtor surrendered the Ground Lease, and turned over possession of the Medical Office Building to Tri-City, subject to an express reservation of rights. TriCity took possession of the Medical Office Building. The Bankruptcy Court entered an order approving the parties' Stipulation Regarding Treatment of Ground Lease in Bankruptcy Case. Notwithstanding any provision of this Plan, Debtor reserves all rights under the Leases and any legal or equitable interest it may have in the Medical Office Building, and does not waive, and hereby expressly reserves, its legal or equitable claims against Tri-City for monetary damages, real property claims, claims for breach of contract or inverse condemnation raised in MAC-1 and MAC-2, its defenses, or any resulting remedies, other than for recovery of possession of the Medical Office Building. Class 1 consists of the partially secured Claim No. 4 of Tri-City Healthcare District ("Tri-City") and the unsecured Claim No. 5 of Tri-City (collectively, the "Tri-City Claims"). The Debtor shall make a single lump sum payment to the Class 1 Claimant of $1,849,533.15 within ten days after the Effective Date, which payment shall be applied first to the Prejudgment Award and post judgment interest on the Judgment at 10% accrued since July 2, 2021. The Debtor shall pay the Judgment in full, including interest at 10% accruing since July 2, 2021, beginning on the first business day of the month immediately following the month of the Effective Date of the Plan, which month shall be considered month 1 of Debtor's Plan. To the extent the Bankruptcy Court grants the Claim Objection, Debtor shall make payments, and as follows: (a) $75,000.00 per month on the first of each month, for months 1- 48; (b) $80,000 per month on the first of each month, for months 49-59; and (c) $86,846.84 for month 60, for a total payout to Class 1 Claimant of $6,416,379.99. To the extent the Bankruptcy Court denies the Claim Objection, Debtor shall make the payments, and as follows: (a) $75,000 per month on the first of each month, for months 1-12; (b) $80,000 per month on the first of each month, for months 13-48; (c) $90,000 per month on the first of each month, for months 49-59; and (d) $53,201.92 on the first of month 60, for a total payout to Class 1 Claimant of $6,672,735.07. Class 2 consists of CP Business Enterprises' claim of $180,000.00 for post-petition unpaid rents, pursuant to the commercial lease between CP Business Enterprises and the Debtor. The Debtor shall pay the Allowed Class 2 Claim in full. The Debtor shall make monthly payments in the amount of $10,000.00 per month during months 1-18. Class 5 consists of all Allowed General Unsecured Insider Claims. Debtor shall pay the CPBE Claim the full amount of the Allowed Claim, by way of monthly payments as follows: (a) $5,000.00 per month for months 25-36; (b) $10,000.00 per month for months 37-48, and one payment of $20,000.00 in month 60, for a total payout of $310,000.00. Debtor shall pay the Surgitech Claim the full amount of the Allowed Claim, by way of monthly payments as follows: (a) $6,000.00 per month for months 25-36; (b), $10,000.00 per month for months 37-48; (c) $15,000.00 per month for months 49-58; and (d), one payment of $68,000.00 in month 59, for a total payout of $410,000.00. The Debtor's Plan proposes to pay all Allowed claims within a 60-month period. Debtor's income relies on the settlement of personal injury cases and the proceeds provided therefrom to the payment of existing medical liens. The Debtor's General Counsel has provided that Debtor's rate of recovery on outstanding medical liens is approximately 30.44%. Based on this average rate of recovery, Debtor anticipates to collect approximately $5,327,000.00 within the 60-month plan period. Debtor's 60-month projected income exceeds the aggregate of all Claim Classes. Because the Debtor's projected income exceeds the Debtor's total liabilities and ordinary business expenses, the Debtor believes that payment of all claims with allowed interest is a feasible option. A full-text copy of the First Amended Disclosure Statement dated June 26, 2023 is available at https://urlcurt.com/u?l=Ki45Sp from PacerMonitor.com at no charge. Attorneys for the Debtor: Maggie E. Schroedter, Esq. Christine M. Fitzgerald, Esq. Robberson Schroedter, LLP 501 West Broadway, Suite 1250 San Diego, CA 92101 Tel: (619) 353-5691 Email: info@thersfirm.com About Medical Acquisition Company Medical Acquisition Company, Inc., a provider of lien-based medical financial services in Carlsbad, Calif., filed a petition for Chapter 11 protection (Bankr. S.D. Cal. Case No. 22-00058) on Jan. 13, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Charles Perez, chief executive officer and chief operations officer, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Robberson Schroedter, LLP, as bankruptcy counsel; David A. Kay, Attorney at Law as appellate counsel; Sullivan, Workman & Dee, LLP, Robberson Schroedter, LLP, and Steinbrecher & Span, LLP as special counsels; Julie Stencil as bookkeeper; and Julie Cardin, Esq., CPA of Cardin & Company, APC as accountant. MEP INFRASTRUCTURE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: MEP Infrastructure Solutions, Inc. 36 S. Wabash Avenue Suite 310 Chicago IL 60603 Business Description: MEP provides architectural, engineering and related services. Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-08505 Debtor's Counsel: Paul M. Bauch, Esq. BAUCH & MICHAELS, LLC 53 West Jackson Boulevard Suite 1115 Chicago IL 60604 Tel: 312-588-5000 Email: pbauch@bmlawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Santos A. Torres as president. 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/7ZZM4YY/MEP_Infrastructure_Solutions_Inc__ilnbke-23-08505__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7KVHNDQ/MEP_Infrastructure_Solutions_Inc__ilnbke-23-08505__0001.0.pdf?mcid=tGE4TAMA METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company, on June 1, 2023 maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Methanex Corporation. Headquartered in Vancouver, Canada, Methanex Corporation produces and markets methanol. MILLER'S QUALITY MEATS: Ordered to File Plan by Sept. 13 -------------------------------------------------------- Judge Jeffery A. Deller has entered an order that Miller's Quality Meats, LLC must file its Chapter 11 Plan of Reorganization and Disclosure Statement on or before Sept. 13, 2023. About Miller's Quality Meats Miller's Quality Meats, LLC produces and sells dried, spiced and smoked meat products to both retail and individual customers. Miller's Quality Meats sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22280) on Nov. 17, 2022. In the petition signed by its managing member, James Perko, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. The Debtor tapped Ryan J. Cooney, Esq., at Cooney Law Offices as bankruptcy counsel and Bonus Accounting, LLC as accountant. MINERVA RESOURCES: Seeks Conditional Approval of Disc. Statement ---------------------------------------------------------------- Minerva Resources, LLC, and Cronus Mineral Holdings, LLC, move the Court for entry of an order conditionally approving the Combined Disclosure Statement and Joint Plan of Liquidation of the Debtors and setting a confirmation hearing on the Plan. A hearing on the Motion is scheduled for July 5, 2023. The Debtors propose this schedule for the Combined Hearing, including the Debtors' proposed dates for the mailing of the notice of the deadline to object to final approval of the Disclosure Statement or confirmation of the Plan and the Combined Hearing: * The Voting Record Date will be on July 7, 2023. * The Commencement of Plan Solicitation and Mailing of Combined Notice will be on July 14, 2023. * The Plan Supplement Filing Deadline will be on August 4, 2023. * The Debtors seek by this Motion to have the Court set August 14, 2023 at 5:00 p.m. (prevailing Central Time) as the Objection Deadline. * The Combined Hearing on Final Approval of the Disclosure Statement and Confirmation of Plan Subject to the Court's availability, between August 23-25, 2023. Counsel to the Debtors: Joshua W. Wolfshohl, Esq. Aaron J. Power, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6600 Facsimile: (713) 226-6628 E-mail: jwolfshohl@porterhedges.com apower@porterhedges.com About Minerva Resources Minerva Resources LLC was formed for the purpose of owning non-operated working interests in various oil and gas assets. Cronus Mineral Holdings, LLC was formed for the purpose of holding certain overriding royalty interests in oil and gas properties. Cronus is also one of the owners of the company that manages Minerva. Minerva Resources and affiliate Cronus Mineral Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-32291) on Aug. 11, 2022. At the time of the filing, Minerva Resources listed as much as $50 million in both assets and liabilities while Cronus Mineral Holdings listed up to $1 million in assets and up to $50,000 in liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Porter Hedges, LLP as bankruptcy counsel, Ahmad Zavitsanos & Mensing, PC as special counsel, and MACCO Restructuring Group, LLC as financial advisor. Drew McManigle, managing director at MACCO, serves as the Debtors' chief restructuring officer. EnergyNet.com, LLC has been tapped to preform sales brokerage and consulting services for the disposition of the Debtors' assets. MINERVA RESOURCES: Unsecureds to Get 3% to 6% in Plan ----------------------------------------------------- Minerva Resources, LLC, and Cronus Mineral Holdings, LLC, submitted a Combined Disclosure Statement and Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code. Following the Effective Date, the Debtors will become the Liquidating Debtors, and the Liquidating Debtors will be managed by Drew McManigle, the current Chief Restructuring Officer of the Debtors, as the Plan Agent. The Plan Agent will be responsible for taking the necessary and appropriate actions to liquidate the remaining assets of the Debtors' Estates, make distributions to holders of Allowed Claims, and to proceed with an orderly, expeditious, and efficient wind-down of the Debtors' Estates in accordance with the terms of the Plan. The Debtors believe that the Distributions under the Plan will provide all Holders of Claims against and Interests in the Debtors a greater recovery on account of Allowed Claims and Interests than would a liquidation of the Debtors' assets conducted under chapter 7 of the Bankruptcy Code. Furthermore, Distributions under the Plan to Holders of Claims would be made more quickly than Distributions by a chapter 7 trustee and a chapter 7 trustee would charge a substantial fee, reducing the amount available for Distribution on account of Allowed Claims. Thus, the Debtors believe that confirmation and consummation of the Plan, is in the best interests of all Holders of Claims and Interests. Under the Plan, holders of Class 2 General Unsecured Claims will receive a pro rata Distribution of Liquidating Debtor Cash available on a Distribution Date. Creditors will recover 3-6% of their claims. Class 2 is impaired. "Liquidating Debtor Cash" means (i) any remaining funds in the Professional Fee Account after the payment of Allowed Professional Fee Claims, (ii) any amounts remaining in the Claims Reserve after the payment of Allowed Administrative Claims (other than Professional Fee Claims), statutory fees in accordance with Article VIII.D hereof, or Allowed Tax Claims, (iii) any amounts remaining in the Disputed General Unsecured Claims Reserve following the payment of amounts reserved therein on account of Disputed General Unsecured Claims; (iv) any amounts remaining in the Indemnity Reserve following payment of indemnity obligations or, if no Holders of Class 2 Claims opt out of the release, then all of the Indemnity Reserve shall be Liquidating Debtor Case, and (v) any other Cash held by the Debtors or the Plan Agent, net of the Operating Reserve, including the proceeds of any post-confirmation sales of assets. Counsel to the Debtors: Joshua W. Wolfshohl, Esq. Aaron J. Power, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6600 Facsimile: (713) 226-6628 E-mail: jwolfshohl@porterhedges.com apower@porterhedges.com A copy of the Disclosure Statement and Plan of Liquidation dated June 16, 2023, is available at https://tinyurl.ph/TWooB from PacerMonitor.com. About Minerva Resources Minerva Resources LLC was formed for the purpose of owning non-operated working interests in various oil and gas assets. Cronus Mineral Holdings, LLC was formed for the purpose of holding certain overriding royalty interests in oil and gas properties. Cronus is also one of the owners of the company that manages Minerva. Minerva Resources and affiliate Cronus Mineral Holdings sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-32291) on Aug. 11, 2022. At the time of the filing, Minerva Resources listed as much as $50 million in both assets and liabilities while Cronus Mineral Holdings listed up to $1 million in assets and up to $50,000 in liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Porter Hedges, LLP as bankruptcy counsel, Ahmad Zavitsanos & Mensing, PC as special counsel, and MACCO Restructuring Group, LLC as financial advisor. Drew McManigle, managing director at MACCO, serves as the Debtors' chief restructuring officer. EnergyNet.com, LLC has been tapped to preform sales brokerage and consulting services for the disposition of the Debtors' assets. MLCJR LLC: Gets Court OK to Conduct Sale Process ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas approved certain bidding procedures in connection with the sale of substantially all of the assets of MLCJR LLC and its debtor-affiliates. Pursuant to the bid procedures order, any party interested in submitting a bid for an asset sale or other potential transaction must deliver written copies of their bid both portable document format (pdf) and Microsoft Word (doc/docx) to Bassam J. Latif (bassam.latif@moelis.com) and Kevin Voelte (kevin.voelte@moelis.com) by no later than 4:00 p.m. (Central Time) on July 26, 2023. The bid must be accompanied by a) a deposit in the form of a certified check or wire transfer, payable to the order of the Debtors, in the amount of i) in the event of an Asset Sale, 10% of the cash consideration of the Bid and ii) in the event of another form of Potential Transaction, 10% of the cash proceeds to be distributed to the Debtors, which funds will be deposited into an escrow account to be identified and established by the Debtors ("Good Faith Deposit"), and b) written evidence, documented to the Debtors' satisfaction, that demonstrates the Potential Bidder has available cash and a commitment for financing if selected as the Successful Bidder, and such other evidence of ability to consummate the transaction(s) as the Debtors may request, including proof that such funding commitments or other financing are not subject to any internal approvals, syndication requirements, diligence or credit committee approvals. The Debtors reserve the right to increase the Good Faith Deposit for one or more Qualified Bidders in their sole discretion after consulting with the Consultation Parties. An auction will take place on Aug. 7, 2023, followed by a sale hearing scheduled between Aug. 14, 2023, and Aug. 17, 2023. Objections, if any, must be filed on July 19, 2023, at 4:00 p.m. (Central Time). According to the Debtors, at this time, they have not identified any stalking horse bidder. The Debtors reserve the right to select one or more stalking horse bidders and enter into agreements with such stalking horse bidders at any time prior to the Bid Deadline. In the event a stalking horse bidder is selected, the Debtors will provide prompt notice thereof by filing a notice with the Court. The Debtors also seek authorization to offer break-up fees and expense reimbursement to such bidders without the need for further authorization from the Court; provided, that such break-up fees shall not equal more than 3.0% of the cash component of any such bid. About MLCJR LLC, Cox Operating et al. Cox Operating L.L.C. -- https://coxoperating.com/ -- and several affiliated entities including Cox Oil Offshore, L.L.C., Energy XXI GOM, LLC, Energy XXI Gulf Coast, LLC, EPL Oil & Gas, LLC, M21K, LLC, and MLCJR, LLC, a group of affiliated companies whose business involves the extraction of offshore oil and gas in the Gulf of Mexico. They are privately held entities indirectly owned by Cox Investment Partners, LP, through Phoenix Petro Services LLC. On May 12, 2023, certain trade creditors filed an involuntary petition under Chapter 7 of the Bankruptcy Code against Cox Operating (Bankr. E.D. La. Case No. 23-10734). The petitioning creditors -- Keystone Chemical, LLC, et al. -- are represented by the Slyvester Law Firm. Cox Operating and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90328) on May 14, 2023. The cases are jointly administered under In re MLCJR LLC (Bankr. S.D. Tex. Lead Case No. 23-90324). In the petitions signed by Craig Sanders, authorized person, the Debtors disclosed up to $500 million in estimated assets and in liabilities. Judge Christopher Lopez oversees the Debtors' cases. Lawyers at Latham & Watkins LLP and Jackson Walker LLP represent the Debtor as legal counsel. Moelis & Company LLC, led by Bassam J. Latif, its Managing Director, serves as the Debtors' investment banker. Alvarez & Marsal North America, LLC, serves as financial advisor, providing a chief restructuring officer to the Debtors. Kroll Restructuring serves as claims and noticing agent. Kelly Hart & Pitre LLP and Underwood Law Firm, P.C., serve as counsel to Amarillo National Bank as Prepetition Lender and Prepetition Collateral Agent. Haynes and Boone LLP serves as counsel to BP Energy Company as Prepetition Swap Party, and Houlihan Lokey, Inc. as its financial advisor, and Looper Goodwine P.C. as its regulatory counsel. MMJS ENGINEERING: Unsecureds Owed $576K to Recover 27% in Plan -------------------------------------------------------------- MMJS Engineering submitted a Second Amended Chapter 11 Plan of Reorganization and declaration of Mark Martini in support thereof. The Debtor had approximately $576,850 on the books for work in progress ("WIP") for the first quarter pursuant to the purchase orders, as of January 17, 2023. The Debtor appears to have a steady stream of work through the second quarter of 2023 that supports the projected revenue. The Debtor believes that the WIP is a solid indicator that the projected monthly revenue is realistic. The Debtor believes that an important consideration for feasibility is that it gets repeat business from its customers. The Debtor does not have long-term contracts with any entity or individuals. The Debtor's customers submit a purchase order for specific services to be performed by the Debtor over a relatively short period of time. Once the Debtor completes the work, it moves on to the next purchase order. The ability to get repeat work shows that these loyal customers value the Debtor's services and want to do business with the Debtor, i.e., the Debtor's services are in demand and will continue to be in demand as it grows. The Debtor has obtained several new projects that should increase the stream of work and revenue from the third quarter of 2023 and beyond. The Debtor is also taking affirmative steps to right the ship on the management level. The Debtor has retained a highly experienced qualifier to act as an officer for the business. The Debtor is also hiring a bookkeeper to prepare the books and records. The bookkeeper will focus on recording, organizing financial data, and preparing financial reports. Further, the Debtor is reliant on credit for equipment rentals because it does not have sufficient cash flow and working capital to pay for them on a timely basis. Currently, the Debtor has been using insiders and employees' credit to pay for the rentals and then reimbursing them when the receivables are received. However, the Debtor is working to build and sustain adequate working capital to drastically reduce its reliance on credit. This will also allow the Debtor to have enough funds to supplement its gross revenue to pay its monthly COGS and operating expenses when revenue is down. As such, the Debtor believes it 1) can generate enough revenue to sustain the proposed plan; and 2) has started to put into place a solid foundation for operating a functional business. Under the Plan, Class 13 General Unsecured Claims total 576,295 and are impaired. Class 12 will be paid $144,500; this is estimated to pay approximately 26.66% of each claim. The Debtor will pay as follows: - $500 per month from months 1-11; - $1,500 per month from months 12-29; - $2,500 per month from months 30-32; - $3,500 per month from months 33-47; and - $4,000 per month from months 48-60. The Debtor will make quarterly payments based on the proposed distribution set forth above. General unsecured creditors will additionally receive annual lump sum payments of a percentage of the Debtor's net annual income, for the prior year paid on February 15th of the following year. This proposed equitable treatment ensures that the unsecured creditors share in any increases in the Debtor's profits. The net annual income means net profits minus working capital of no less than $25,000. Class 13 will receive the following: - Less than $25,000: 0% - Between $25,001 and $50,000: 25% - More than $50,001: 50% This class includes the claim of Reliant Funding, which are all rendered unsecured due to the value of the Debtor's assets and the amounts owed to senior lienholders. This class also includes the unsecured portion of the claim of Rapid Finance (Class 11) - rendered partially unsecured due to the value of the Debtor's assets and the amounts owed to senior lienholders. The unsecured portion of these liens will be permanently stripped down/off of the Debtor's assets (as set forth above) at the time the discharge is entered. No specific reference to this is required in the order confirming the Plan, or in any discharge order/notice; this strip-off of the liens is effective immediately upon entry of the discharge by the Court Clerk, which will be on the Effective Date if the Plan is confirmed consensually (see §1191(a) and §1141(d)(1)), or will be "as soon as practicable after completion by the debtor of the plan payments" if the Plan is confirmed nonconsensually. Upon entry of the discharge, the remainder of the Debtor's unsecured debts will be discharged. Class 14 Insider Unsecured Claims. In the present case, the Debtor estimates that insider unsecured debts total approximately $34,291 consisting of loans incurred by Mark Martini for the Debtor. This insider claim will be subordinated to the claims held by Class 13 in that the insider claim will be paid only in the event that all other Class 3 unsecured claims have first been satisfied. If that condition is not met within the 5-year Plan, this claim will be discharged. If that condition is met within the 5-year Plan, this claimant will be paid a total of $10,243, 29.87% of the claim as determined by the Debtor. Class 14 is impaired. 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 Mark Martini in support. Attorneys for the Debtor/Plan Proponent MMJS Engineering: 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 Second Amended Chapter 11 Plan of Reorganization dated June 16, 2023, is available at https://tinyurl.ph/XYtDu from PacerMonitor.com. About MMJS Engineering MMJS Engineering sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 22-02691) on October 19, 2022. In the petition signed by Mark Anthony Martini, chief executive officer, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Margaret M. Mann oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, is the Debtor's legal counsel. MOXI ENTERPRISES: Taps Johnson Pope Bokor Ruppel & Burns as Counsel ------------------------------------------------------------------- Moxi Enterprises LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Johnson Pope Bokor Ruppel & Burns, LLP as its counsel. The firm will render these services: (a) advise the Debtor with respect to its duties and obligations; (b) take necessary steps to analyze and pursue any avoidance actions, if in the best interest of the estate; (c) prepare on behalf of the Debtor all necessary legal papers required in this Chapter 11 case; (d) assist the Debtor in taking all legally appropriate steps to effectuate compliance with the Bankruptcy Code; and (e) perform all other legal services for the Debtor which may be necessary herein. Alberto Gomez, Jr., Esq., the primary attorney in this representation, will be paid at his hourly rate of $450. The firm also received a pre-petition retainer of $22,500, plus filing fee of $1,738. Mr. Gomez disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alberto ("Al") F. Gomez, Jr., Esq. Johnson, Pope, Bokor, Ruppel & Burns, LLP 401 East Jackson Street #3100 Tampa, FL 33602 Telephone: (813) 225-2500 Facsimile: (813) 223-7118 Email: Al@jpfirm.com About Moxi Enterprises Moxi Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02420) on June 12, 2023. In the petition signed by Kevin P. Farrell, CEO, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Caryl E. Delano oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel and Burns, LLP, represents the Debtor as legal counsel. NAKED JUICE: MetWest Flex Marks $2.2M Loan at 23% Off ----------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $2,241,000 loan extended to Naked Juice, LLC to market at $1,720,614 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 Term Loan, 2nd Lien 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. NAKED JUICE: MetWest IB Marks $11,129 Loan at 23% Off ----------------------------------------------------- Metropolitan West Fund's Intermediate Bond Fund has marked its $11,129 loan extended to Naked Juice, LLC to market at $8,533 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. Intermediate Bond 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. NAKED JUICE: MetWest LDB Marks $38,558 Loan at 23% Off ------------------------------------------------------ Metropolitan West Fund's Low Duration Bond Fund has marked its $38,558 loan extended to Naked Juice, LLC to market at $29,561 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 on. Low Duration Bond 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. NAKED JUICE: MetWest TRB Marks $1.2M Loan at 23% Off ---------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $1,212,526 loan extended to Naked Juice, LLC to market at $929,602 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. Total Return Bond 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. NATIONAL CINEMEDIA: Bankruptcy Court Confirms Reorganization Plan ----------------------------------------------------------------- National CineMedia, LLC, the largest cinema advertising platform in the U.S., on June 27 disclosed that its Plan of Reorganization (the Plan) has been confirmed by the United States Bankruptcy Court for the Southern District of Texas (the Court). This milestone comes less than three months after filing, representing a swift and significant stride forward in the Company's financial restructuring efforts. The Company is expected to emerge from Chapter 11 on or around August or September 2023. Under the confirmed Plan, the Company will eliminate its debt through the equitization of its secured debt. With a significantly stronger balance sheet, NCM LLC will be positioned to bolster its market-leading position with the financial resources to bring cutting-edge innovation to its advertising partners, continue to build its best-in-class data and attribution platform, and invest in growth strategies. Upon emergence, the Company will maintain its existing corporate structure with National CineMedia, Inc. (NASDAQ: NCMI) (NCM Inc.) serving as the manager of NCM LLC. Additionally, the Company intends to enter into an approximately $55M exit financing facility, which will be used to fund operations and growth initiatives. The existing management team will continue to lead the successfully reorganized company. "[Tues]day's announcement marks a major step forward in our financial restructuring, positioning the Company for long-term success," said Tom Lesinski, Chief Executive Officer of NCM. "As we charge ahead toward emergence, we will continue to deliver our full funnel of advertising solutions, connecting brands with NCM's young, diverse, and sought-after movie audiences. We extend our appreciation to our employees, customers, and partners for their unwavering support throughout this process and are excited to continue our work together in the future." Upon emergence, NCM LLC will maintain its dominant position in cinema advertising, serving over 19,500 screens in over 1,500 theaters, including the only three national cinema chains in the U.S. As the industry leader in data intelligence on the moviegoing audience, NCM will continue to effectively harness the massive reach, scale and power of cinema to generate impactful business outcomes for advertisers. Additional Information Court filings and additional information related to the Company's Chapter 11 cases are available on a separate website administrated by the Company's claims, noticing, and solicitation agent, Omni at https://omniagentsolutions.com/NCM. Stakeholders with questions may call the Company's Claims Agent Omni at (866) 956-2144 or (747) 293-0095 if calling from outside the U.S. or Canada or email NCMInquiries@OmniAgnt.com. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel, Lazard Frères & Co. LLC is serving as investment banker, and FTI Consulting is serving as financial advisor to the Company. The Company has retained C Street Advisory Group to serve as strategy and communications advisor. About National CineMedia National CineMedia, LLC, a company in Centennial, Colo., owns the largest cinema-advertising network in North America. The company derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, with $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Ronnie Ng, chief financial officer of National CineMedia, signed the petition. Judge David R. Jones presides over the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Porter Hedges, LLP as local counsel; Latham & Watkins, LLP as special counsel; Lazard Freres & Co. as investment banker; and FTI Consulting, Inc. as restructuring advisor. Omni Agent Solutions is the Debtor's notice, claims and balloting agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. White & Case, LLP and Alvarez & Marsal North America, LLC serve as the committee's legal counsel and financial advisor, respectively. NATIONAL CINEMEDIA: Blantyre, Ad Hoc Group Disclose Holdings ------------------------------------------------------------ In the Chapter 11 case of National Cinemedia, LLC, the Ad Hoc Group filed an amended verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. In October 2022, the Ad Hoc Group was formed and retained attorneys currently affiliated with Gibson, Dunn & Crutcher LLP to represent it as counsel in connection with a potential restructuring of the outstanding debt obligations of the Debtor. Subsequently, in March 2023, Gibson Dunn contacted Munsch Hardt Kopf & Harr, P.C. to serve as Texas co-counsel to the Ad Hoc Group. The Ad Hoc Group is comprised of the beneficial holders or the investment advisors or managers for certain beneficial holders in their capacities as: (i) lenders under a Credit Agreement, dated as of June 20, 2018, by and among National CineMedia, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders from time to time party thereto, consisting of (a) Term Loans and New Incremental Term Loans, (b) Revolving Credit Loans and other extensions of credit, including the issuance of letters of credit; (ii) lenders under a Revolving Credit Agreement, dated as of Jan. 5, 2022, by and among the Borrower, Wilmington Savings Fund Society, FSB, as Administrative Agent and Collateral Agent, and the several lenders from time to time party thereto; (iii) holders of 5.875% Senior Secured Notes under the Indenture, dated as of Oct. 8, 2019, by and among Borrower as Issuer, Wells Fargo Bank, National Association, as Trustee (as defined in the Senior Secured Notes Indenture); and (iv) holders of 5.750% Senior Notes under the Indenture, dated as Aug. 19, 2016, by and among NCM, as Issuer, the Wells Fargo Bank, National Association, as Trustee, and the noteholders party thereto. The names and addresses of each of the members of the Ad Hoc Group, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtor as of June 15, 2023, are: 1. ABRY Partners II, LLC 888 Boylston Street, Suite 1600 Boston, MA 02199 * $30,884,341 of Original Term Loan * $8,215,551 of 2022 Revolving Loan * $4,000,000 of Senior Secured Notes 2. ArrowMark Partners 100 Fillmore Street, Suite 325 Denver, CO 80206 * $11,038,072 of Original Term Loan 3. Bain Capital Credit, LP 200 Clarendon Street Boston, MA 02116 * $8,691,566 of Original Term Loan * $15,807,209 of 2018 Revolving Loan * $19,186,257 of 2022 Revolving Loan * $40,835,000 of Unsecured Notes 4. Blantyre Capital Limited 52 Jermyn Street London SW1Y 6LX * $18,063,279 of Original Term Loan * $47,087,892 of 2018 Revolving Loan * $429,452 of 2022 Revolving Loan * $145,516,000 of Senior Secured Notes 5. Carlyle CLO Management LLC 1 Vanderbilt Avenue New York, NY 10017 * $14,832,723 of Original Term Loan * $5,839,608 of 2018 Revolving Loan 6. Cetus Capital, LLC 8 Sound Shore Drive, Suite 303 Greenwich, CT 06830 * $16,242,000 of Senior Secured Notes 7. Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 * $18,858,525 of Original Term Loan * $2,000,000 of Senior Secured Notes 8. Eaton Vance Management 2 International Place Boston, MA 02110 * $33,863,000 of Senior Secured Notes * $26,940,000 of Unsecured Notes 9. Five Arrows Managers North America LLC 633 West 5th Street, Suite 5000 Los Angeles, CA 90071 * $6,682,158.85 of Original Term Loan 10. Fulcra Asset Management #520 - 1090 West Georgia St Vancouver, BC V6E 3V7, Canada * $1,979,849 of Original Term Loan * $5,500,000 of Senior Secured Notes * $3,000,000 of Unsecured Notes 11. Glendon Capital Management L.P. 2425 Olympic Boulevard, Suite 500E Santa Monica, CA 90404 * $11,190,391 of Original Term Loan * $7,190,919 of 2018 Revolving Loan * $6,000,000 of Unsecured Notes 12. HBK Investments L.P. 2300 North Field Street, Suite 2300 Dallas, TX 75201 * $17,977,500 of Original Term Loan * $11,339,000 of Senior Secured Notes 13. Intermarket Corporation 888 Seventh Avenue, 27th Floor New York, NY 10106 * $6,121,232 of 2022 Revolving Loan 14. JPMorgan Investment Management Inc. and JPMorgan Chase Bank, N.A. 1 E Ohio Street, Floor 06 Indianapolis, IN 46204 * $22,922,000 of Senior Secured Notes 15. MJX Asset Management, LLC 12 E. 49th Street, 38th Floor New York, NY 10017 * $8,762,067 of Original Term Loan 16. Napier Park Global Capital (US) LP 280 Park Avenue, 3rd Floor New York, NY 10017 * $9,142,984 of Original Term Loan 17. Regatta Loan Management LLC 280 Park Avenue, 3rd Floor New York, NY 10017 * $12,332,648 of Original Term Loan 18. Saranac CLO Management, LLC 1540 Broadway, Suite 1630 New York, NY 10036 * $3,809,530 of Original Term Loan 19. Taconic Capital Advisors L.P. 280 Park Avenue, 5th Floor New York, NY 10017 * $16,500,000 of Senior Secured Notes 20. Voya Alternative Asset Management LLC Voya Investment Management Co. LLC Voya Investment Trust Co. 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258 * $30,161,658 of Original Term Loan 21. Wazee Street Capital Management LLC 8101 E. Prentice Avenue, Suite 610 Greenwood Village Colorado 80111 * $12,717,640 of Original Term Loan * $4,000,000 of 2022 Revolving Loan * $30,216,000 of Senior Secured Notes 22. Whitebox Advisors LLC 3033 Excelsior Boulevard, Suite 500 Minneapolis, MN 55416 * $7,973,958 of Original Term Loan * $10,000,000 of 2022 Revolving Loan * $1,400,000 of Senior Secured Notes Attorneys for the Ad Hoc Group: John D. Cornwell, Esq. Brenda L. Funk, Esq. MUNSCH HARDT KOPF & HARR, P.C. 700 Milam St, Ste 800 Houston, TX 77002 Telephone: (214) 855 7500 Facsimile: (214) 978 4375 E-mail: jcornwell@munsch.com bfunk@munsch.com - and - Scott J. Greenberg, Esq. Jason Zachary Goldstein, Esq. Keith R. Martorana, Esq. C. Lee Wilson, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 E-mail: sgreenberg@gibsondunn.com jgoldstein@gibsondunn.com kmartorana@gibsondunn.com About National CineMedia National CineMedia, LLC, a company in Centennial, Colo., owns the largest cinema-advertising network in North America. The company derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, with $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Ronnie Ng, chief financial officer of National CineMedia, signed the petition. Judge David R. Jones presides over the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Porter Hedges, LLP as local counsel; Latham & Watkins, LLP as special counsel; Lazard Freres & Co. as investment banker; and FTI Consulting, Inc. as restructuring advisor. Omni Agent Solutions is the Debtor's notice, claims and balloting agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. White & Case, LLP and Alvarez & Marsal North America, LLC serve as the committee's legal counsel and financial advisor, respectively. NCL CORP: Moody's Alters Outlook on 'B2' CFR to Stable ------------------------------------------------------ Moody's Investors Service revised the outlook of NCL Corporation Ltd. to stable from negative. At the same time, Moody's affirmed NCL's existing ratings, including its corporate family rating at B2, probability of default rating at B2-PD, senior secured notes and senior secured bank credit facility ratings at B1 and senior unsecured ratings at Caa1. The company's speculative grade liquidity rating of SGL-3 remains unchanged. "The revision of NCL's outlook to stable reflects the improved operating environment which will enable NCL to generate EBITDA exceeding that of 2019 with debt/EBITDA returning to a sustainable level over the next year", stated Pete Trombetta, Moody's VP-Senior Analyst. Moody's forecasts that increased capacity, strong pricing trends and improving cruise operating costs will drive NCL's EBITDA improvement to above 2019 levels in 2024 with debt/EBITDA approaching 7x (all metrics include Moody's standard adjustments). Despite higher capacity than 2019, NCL will see occupancy improve to above 100% with net cruise revenue per capacity day above 2019 levels. Affirmations: Issuer: NCL Corporation Ltd. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B1 Senior Secured Regular Bond/Debenture, Affirmed B1 Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 Issuer: NCL Finance, Ltd. Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 Outlook Actions: Issuer: NCL Corporation Ltd. Outlook, Changed To Stable From Negative Issuer: NCL Finance, Ltd. Outlook, Changed To Stable From Negative RATINGS RATIONALE NCL's B2 CFR continues to reflect its high leverage which Moody's forecasts will approach 7x in 2024 with EBITA/interest expense of about 1.5x. Despite EBITDA that will exceed 2019 levels – and no new ship deliveries – in 2024, free cash flow to repay debt will be modest given NCL's higher interest expense. Normal ongoing credit risks include the highly seasonal and capital intensive nature of cruise companies, competition with all other vacation options and the cruise industry's exposure to economic and industry cycles, weather-related incidents, and geopolitical events. The rating also reflects the benefits from its market position as the third largest ocean cruise operator worldwide as well as its well-known brand names – Norwegian Cruise Line, Oceania Cruises, and Regent Seven Seas Cruises. The company's adequate liquidity helps support the current ratings. NCL also benefits from Moody's view that over time, the value proposition of a cruise vacation relative to land-based destinations will remain and there is a group of loyal cruise customers that supports a base level of demand. The stable outlook reflects Moody's view that pricing trends will remain good over the next year driving NCL's debt/EBITDA to approach 7x in 2024. NCL's liquidity is adequate reflecting its cash of about $700 million at March 31, 2023 and $591 million of undrawn revolver availability. It also reflects an undrawn $650 million financing commitment available through February 2024 (NCL has the ability to extend the commitment through February 2025 at its election). The company is subject to financial covenants – a total net funded debt to total capitalization ratio (as defined) of less than 0.92 to 1.00 on June 30, 2023 increasing to 0.70 through year end 2026 and thereafter. Free liquidity (cash plus revolver availability) also needs to be equal to or greater than $250 million. Moody's expects the company will have adequate cushion over the next 12 months. Most of NCL's assets are encumbered either to ship level debt, the revolving credit facilities and term loans, or secured notes. While cruise ships are valuable long-term assets, Moody's believes it would be difficult for the company to sell ships quickly to raise cash, if necessary. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if leverage is maintained below 5.0x with EBITA/interest expense sustained above 2.0x. An upgrade would also require NCL to extend the tenor of its term loan and revolver beyond 2025. Ratings could be downgraded if the company's liquidity weakens. Ratings could also be downgraded if it appears that debt/EBITDA will remain above 6.5x over the longer term. NCL Corporation Ltd., headquartered in Miami, FL, is a wholly owned subsidiary of Norwegian Cruise Line Holdings Ltd. Norwegian operates 30 cruise ships with approximately 60,000 berths under three brand names; Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Net revenue was about $4.3 billion for the 12 months ended March 31, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. NEKTAR THERAPEUTICS: Egan-Jones Retains CCC- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on May 30, 2023 maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Nektar Therapeutics Corporation. EJR also withdrew its 'C' rating on commercial paper issued by the Company. Headquartered in San Francisco, California, Nektar Therapeutics Al, Corporation operates as a clinical-stage biopharmaceutical company. NEP NCP HOLDCO: MetWest FRI Marks $875,000 Loan at 19% Off ---------------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $875,000 loan extended to NEP/NCP Holdco, Inc to market at $711,668 or 81% 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. Floating Rate Income Fund is a participant in a Second Lien Term Loan B (LIBOR plus 7%) to NEP/NCP Holdco, Inc. The loan accrues interest at a rate of 11.84% per annum. The loan matures on October 19, 2026. 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. Based in Pittsburgh, PA, NEP/NCP Holdco, Inc provides outsourced media services necessary for the delivery of live broadcast of sports and entertainment events to television and cable networks, television content providers, and sports and entertainment producers. The company is owned primarily by affiliates of the Carlyle Group. NEW TROJAN: MetWest OHIC Marks $6,484 Loan at 32% Off ----------------------------------------------------- Metropolitan West Fund's Opportunistic High Income Credit Fund has marked its $6,484 loan extended to New Trojan Parent, Inc to market at $4,441 or 68% 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. Opportunistic High Income Credit Fund is a participant in a First Lien Term Loan (LIBOR plus 3.25%) to CenturyLink, Inc. The loan accrues interest at 7.96%-8.09% per annum. The loan matures on January 6, 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. New Trojan Parent, Inc. is the acquirer of Strategic Partners Acquisition Corp., an indirect parent company of branded medical apparel company Careismatic, Inc. NOBLE HEALTH: Seeks to Hire CFGI as Chief Restructuring Officer --------------------------------------------------------------- Noble Health Real Estate LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ CFGI to provide a chief restructuring officer (CRO) and related managerial services. The Debtor wants to retain Joseph Baum, a senior financial consultant, as CRO in this Chapter 11 case. Mr. Baum and CFGI will render the following services: (a) explore, identify, and facilitate implementation of the Debtor's Chapter 11 restructuring options and strategic alternatives; (b) assist the Debtor in the preparation of short and long-term projections and the preparation of budget to actual results; (c) assist the Debtor in the preparation of financial-related disclosures required by the Bankruptcy Court; (d) assist the Debtor with information and analyses required pursuant to its cash collateral or debtor-in-possession (DIP) loan arrangements; (e) prepare financial statements and other reports as may be required by the court or under the United States Trustee Guidelines; (f) assist the Debtor in communicating with and responding to the advisors to the creditors' committee, any other official committees that may be formed, individual creditors and creditor groups, and other parties-in-interest; (g) prepare/review cash flow projections; (h) as appropriate, actively communicate with the Office of the United States Trustee for the Western District of Missouri, its professionals, and the court; (i) assist in the preparation of the Debtor's plan and disclosure statement; (j) assist the Debtor with its Federal and State tax filings and implementation of tax strategies; (k) prepare and provide expert reports and/or court testimony; (l) render such other general services consulting or other such assistance as the Debtor or its counsel may deem necessary; (m) work with the Debtor and its counsel to fulfill ongoing filing requirements and prepare a bankruptcy plan and disclosure statement; (n) work with and oversee the Debtor's officers and professionals on the compiling and formatting of data and analyses necessary and appropriate for the Chapter 11 case; (o) oversee and coordinate various activities related to the Chapter 11 case; (p) as appropriate, actively communicate with the Office of the United States Trustee for the Western District of Missouri and its professionals, the Court, individual creditors, and other parties-in-interest; (q) execute affidavits and provide testimony in court proceedings as required; and (r) any and all other activities and/or services that are approved by the Debtor as its directors may from time to time determine appropriate. The hourly rates of the firm's professionals are as follows: CRO $500 Director/Managing Director $490 Senior Manager $400 Manager $325 Consultant $275 Mr. Baum disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Baum CFGI 1 Lincoln Street, Suite 1301 Boston, MA 02111 Telephone: (646) 360-2850 Email: jbaum@cfgi.com About Noble Health Real Estate Noble Health Real Estate, LLC is engaged in activities related to real estate. It owns a building located at 10 Hospital Drive, Fulton, Mo., valued at $7.9 million. Noble Health Real Estate filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20051) on Feb. 10, 2023, with $7,900,000 in assets and $4,869,845 in liabilities. Zev M. Reisman, general manager and corporate secretary of Noble Health Real Estate, signed the petition. The Debtor tapped Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC as counsel and Joseph Baum at CFGI as chief restructuring officer. NXT ENERGY: Appoints Bruce Wilcox as Interim CEO ------------------------------------------------ NXT Energy Solutions Inc. announced the appointment of Mr. Bruce G. Wilcox as interim chief executive officer, effective immediately. Mr. Wilcox has been a member of the Company's board of directors since 2015, and brings extensive capital markets and energy investment experience to NXT's executive team. Mr. Wilcox holds a Bachelor of Arts (Honors), in Modern Chinese from the University of California, Santa Barbara, and a Master of International Management from the American Graduate School of International Management in Phoenix. Mr. Wilcox has had a long career as an investment company CEO, analyst and portfolio manager. He spent most of his career with Cumberland Associates, LLC, a New York equity fund, from 1986 through retirement in 2010, progressing from analyst / portfolio manager to partner (1989), and Chairman of the Management Committee (1997). Mr. Wilcox specialized in Cumberland's investments in the energy industry (exploration and production and service companies), with an emphasis on value and long-term holdings. During his tenure, the fund's assets under management ranged from US$0.7 billion to $1.5 billion. From 1984 to 1986, Mr. Wilcox was with Central National-Gottesman, Inc. as an analyst and portfolio manager on a team responsible for a $500 million listed equity portfolio. Mr. Wilcox was CEO of E Street Management, LLC from 2016 through 2020 which managed a long/short equity fund of funds. From January 2011 to present he has also been one of three managing members of Xiling Fund III, LLC, part of a series of private equity funds (US$100+ million) which specialize in investing in museum-quality Imperial Chinese porcelains, archaic bronzes and ink paintings. Mr. Wilcox is a member of several boards, including the Teachers College of Colombia University, acting as the Chair of the Investment Committee since 2003; the University of California Santa Barbara Foundation, including as former Chair of the Board of Trustees, Investment and Finance Committees; and was a Trustee (2001 to May, 2023) of the Manhattan Institute For Policy Research, a leading urban, state, and national policy institution, which works on matters such as energy policy. Mr. Wilcox will continue to serve on the NXT's board of directors. "Together with our board of directors, I am delighted to have Mr. Wilcox appointed as our Interim CEO," says Charles Selby, lead director. "Over the past eight years, Mr. Wilcox has provided leadership to our organization as a member of the board of directors. His experience has been and will continue to be invaluable as we execute on future business opportunities. I am grateful we have someone of his character, experience and caliber to contribute to critical steps in NXT's growth." With the appointment of Mr. Wilcox as the Interim CEO, the committee of the board of directors that assumed the CEO's duties in January will immediately cease to have a governing role, but may continue as an advisory body. The Company wishes to thank Mr. Charles Selby, Mr. Gerry Sheehan, and Mr. Bruce G. Wilcox for the senior management expertise and leadership they provided as a committee over the last six months. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy a net loss and comprehensive loss of C$6.73 million in 2022, a net loss and comprehensive loss of C$3.12 million in 2021, a net loss and comprehensive loss of $6.03 million in 2020. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations which raises substantial doubt about its ability to continue as a going concern. O'CONNOR CONSTRUCTION: Unsecureds Get Share of Unsecured Fund ------------------------------------------------------------- The Bankruptcy Court has entered an order approving the Second Amended Disclosure Statement of O'Connor Construction Group, LLC. July 19, 2023, at 5:00 p.m., Central Standard Time, is fixed as the last day for filing written acceptances or rejections of the Second Amended Plan. July 24, 2023, at 1:30 p.m., Central Standard Time, is fixed for the hearing on confirmation of the Second Amended Plan and the hearing will be conducted in the Bankruptcy Court of the Honorable Edward L. Morris, Room 204, United States Courthouse, 501 W. 10th Street, Fort Worth, Texas 76102. The hearing will be a hybrid hearing. July 19, 2023, at 5:00 p.m., Central Standard Time, is fixed as the last day for filing and serving written objections to confirmation of the Second Amended Plan. Plan of Reorganization O'Connor Construction Group, LLC, submitted a Second Amended Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtor has over 30 years of experience as a commercial/industrial contractor specializing in food storage/processing facilities and provides turnkey design, construction and construction management services for projects nationwide, but focusing primarily in the South/Southwest. The Debtor's primary office is located on a 212.451 acre tract located in Wise County, Texas (the "Real Property") commonly known as 173 County Road 3850, Poolville, Texas 76487. The Plan provides for the internal reorganization of the Debtor's obligations on the terms set forth therein and described in this Disclosure Statement. Operations of the Debtor shall continue in the core business segments in which the Debtor has historically operated; however, the Debtor will act primarily as a prime subcontractor and a stationary re-manufacturing company. Debtor intends to enter into a long-term commercial lease of a portion of the Real Property in order to further supplement income. Under the Plan, Class 12 General Unsecured Claims total $11.5 million to $13.5 million. Holders of Allowed Class 12 Claims shall receive their pro rata share of the Unsecured Creditor Fund in one or more distributions made by the Plan Agent. The first distribution from the Unsecured Creditor Fund will occur on the Initial Distribution Date and subsequent distributions will occur as and when sufficient funds, at the sole discretion of the Distribution Agent, are available for distribution. Class 12 is impaired. The Plan provides for the (i) New Value Contribution and (ii) net proceeds of any recovery from post-confirmation litigation pursued by the Reorganized Debtor (the "Litigation Proceeds") to be transferred to the Plan Agent for the purpose of satisfaction of certain Allowed Claims against the Debtor. The "Creditor Fund" shall be comprised of the New Value Contribution together with the Litigation Proceeds and shall be administered by the Plan Agent who shall be appointed by this Court pursuant to the Confirmation Order. Counsel for O'Connor Construction Group, LLC: Joseph F. Postnikoff, Esq. ROCHELLE MCCULLOUGH, LLP 300 Throckmorton Street, Suite 520 Fort Worth, TX 76102 Telephone: (817) 347-5260 E-mail: jpostnikoff@romclaw.com A copy of the Order dated June 16, 2023, is available at https://tinyurl.ph/mnLSt from PacerMonitor.com. A copy of the Disclosure Statement dated June 16, 2023, is available at https://tinyurl.ph/PGHrb from PacerMonitor.com. About O'Connor Construction Group Based in Poolville, Texas, O'Connor Construction Group, LLC has over 30 years of experience as a commercial/industrial contractor specializing in food storage and processing facilities and provides turnkey design, construction and construction management services for projects nationwide, but focusing primarily in the South/Southwest. O'Connor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40187-11) on January 28, 2022. In the petition signed by Paul O'Connor, member and manager, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Union Funding Source, Inc., as secured creditor, is represented by Shanna M. Kaminski, Esq., at Kaminski Law, PLLC. OFFICE INTERIORS: Asset or Equity Sale Proceeds to Fund Plan ------------------------------------------------------------ Office Interiors of Virginia, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a Plan of Reorganization dated June 25, 2023. The Company was initially an office equipment installation company. In 2016, both co-founders of the Company passed away in quick succession and in early 2020, the current ownership took over. The Company is owned by OI System Holdings LLC, which is owned by Skybridge Management, Inc., which is owned by Cloud Blue Holdings, LLC, with the ultimate beneficial owner of all being Othniel Glenwood Jordan. The new ownership bought the Company in February 2020 with the intention to grow the Company's offerings and expand its footprint. The Company has endeavored to cut expenses and in January 2023, the OI Construction division ceased operating. Despite these efforts, and with increased pressure from a number of creditors and lawsuits being filed, the Debtor determined that filing for relief under Subchapter V of Chapter 11 of the Bankruptcy Code was not only in its best interest, but in the best interest of all of its creditors and stakeholders. Since filing, the Debtor has continued to focus its operations to the core profitable business and in May 2023, the Vitalize Interiors division was also closed. After consultation with the Subchapter V Trustee, the Debtor decided to pursue a sale of its Business through either an Asset Sale and/or an Equity Sale. In connection with the same, the Debtor has obtained approval of its Bid Procedures and entry into a Stalking Horse APA. Accordingly, the Debtor has proposed its Plan of Reorganization, which provides for the sale of the Business and, thereafter, payment from the Sale Proceeds of Allowed Claims as provided under the Bankruptcy Code. The Sale Proceeds will be distributed to pay, in whole, part and/or none, Allowed Claims in these Classes. Specifically, Allowed Secured Claims will be addressed by (a) payment in full on the Effective Date, (b) surrender of the Collateral, and/or (c) other agreement between the Debtor/Reorganized Debtor/Purchaser and the Holder of the Secured Claim. Allowed Priority Claims will be paid in full on or before the Initial Distribution Date or as provided in Section 1129(a)(9)(B) of the Bankruptcy Code or as otherwise agreed by the Debtor/Reorganized Debtor/Purchaser and the Holder of said claim. On or before the Initial Distribution Date, the Debtor shall pay to the Holders of Allowed General Unsecured Claims in Class 6 their pro rata shares from the remaining, if any, Sale Proceeds after the payment of amounts to Classes 1 through 5 and Allowed Administrative Expenses, including, but not limited to, Fee Claims. Also, if the Proposed Sale is an Equity Sale, the Holders of Allowed General Unsecured Claims in Class 6 shall receive their pro rata share from (a) the remaining, if any, Sale Proceeds after the payment of amounts to Classes 1 through 5 and Allowed Administrative Expenses including, but not limited to, Fee Claims and (b) potentially the Reorganized Disposable Income if an Equity Sale occurs that includes such a term. To be clear, the Debtor's Equity Security Holder shall likely receive nothing under the Plan other than a release of any and all Claims the Debtor may have against said Holder. This release is being provided in exchange for the Equity Security Holder's agreement that the Reorganized Debtor’s Equity Security may be offered as part of the Proposed Sale. Class 6 shall consist of all Holders of Allowed Claims that are General Unsecured Claims. If the Proposed Sale is an Asset Sale, on the Initial Distribution Date, the Debtor shall pay to the Holders of Allowed Claims in Class 6 their pro rata share of the remaining, if any, Sale Proceeds after the payment of amounts to Class 1, Class 2, Class 4, Class 5, and Allowed Administrative Expenses, including, but not limited to, Fee Claims. If the Proposed Sale is or includes an Equity Sale, the Debtor shall pay to the Holders of Allowed Claims in Class 6 their pro rata share of (a) the remaining, if any, Sale Proceeds after the payment of amounts to Class 1, Class 2, Class 4, Class 5, and Allowed Administrative Expenses, including, but not limited to, Fee Claims on the Initial Distribution Date, and (b) the Distribution Amount, if and only if, an Equity Sale occurs that includes a Distribution Amount. This Class is impaired. Class 7 shall consist of OI System Holdings LLC as the Equity Security Holder of the Debtor. The Holder of the Debtor's Equity Security shall receive nothing under the Plan other than a release of any and all Claims the Debtor may have against said entity. The release is being provided in exchange for the Equity Security Holder's agreement that the Reorganized Debtor's Equity Security may be offered as part of the Proposed Sale. To the extent Sale Proceeds remain after payment of all other amounts due and owing under this Plan, the Holder of the Debtor's Equity Security shall receive the remaining Sale Proceeds. The Plan shall be implemented through consummation of the Proposed Sale. Closing of the Proposed Sale shall take place on or before August 15, 2023 unless said date has been extended by the written agreement of the Debtor and the Proposed Purchaser. Upon Reorganization, except as otherwise provided in the Plan and/or the Confirmation Order, the Purchaser will retain all Estate Property, in accordance with Section 1123(a)(5)(A) of the Bankruptcy Code, subject to all Liens of record as of the Petition Date, which shall secure to Holder of such Liens only payments due under this Plan. Any defaults as of the Petition Date are cured by the provisions, as they existed on the Petition Date, which shall be enforceable against the Debtor or Reorganized Debtor should the Debtor or Reorganized Debtor default on its obligations under this Plan. Upon Liquidation, the Debtor's Assets will be transferred to the Purchaser pursuant to the terms and conditions of the Asset Purchase Agreement and/or the Confirmation Order. Any remaining Estate Property shall be (1) liquidated with the proceeds thereof first being used to pay any unpaid administrative expense incurred after the Effective Date and then remitted to one or more Charities, (2) donated to one or more Charities, and/or (3) abandoned. A full-text copy of the Plan of Reorganization dated June 25, 2023 is available at https://urlcurt.com/u?l=R89xjw from PacerMonitor.com at no charge. Counsel for the Debtor: Robert S. Westermann, Esq. Brittany B. Falabella, Esq. Hirschler Fleischer, PC The Edgeworth Building 2100 East Cary Street Post Office Box 500 Richmond, VA 23218 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 Email: rwestermann@hirschlerlaw.com bfalabella@hirschlerlaw.com About Office Interiors of Virginia Office Interiors of Virginia, Inc., was founded in 1988 in Ashland, Virginia, and provides an array of services to central Virginia and beyond, including office space design and construction, office moving services, general construction, and data migration. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-31324) on April 16, 2023. In the petition signed by Othniel Glenwood Jordan, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Keith L. Phillips oversees the case. Brittany B. Falabella, Esq., at Hirschler Fleischer, PC, is serving as the Debtor's legal counsel. OMNIQ CORP: Q-SHIELD Wins New Project in South America ------------------------------------------------------ OMNIQ Corp. announced that the Company has received a new order for its AI based Machine Vision solution "Q-Shield" in South America. CEO Shai Lustgarten stated, "In partnership with a multibillion-dollar publicly traded high-tech defense and homeland security company, we have reached a remarkable milestone with the new order from a state which we have previously supplied. This achievement underscores the company's unwavering commitment to making a positive and lasting impact on the lives of individuals residing in some of the world's most sensitive areas. The first contract garnered exceptional success and recognition, positioning OMNIQ as a formidable contender for the esteemed Premio Alas de la Asociacion Latinoamericana de Seguridad award due to our unmatched performance. Building upon this foundation, OMNIQ's expertise and dedication has led to an expansion of the contract, encompassing additional sensors and features. One of omniQ's key differentiators lies in our cutting-edge technology, empowering the company to identify precise details such as vehicle make, model, color, and differentiate among various license plate styles and conditions. This distinctive capability sets us apart from the competition and enables the provision of a comprehensive safe city solution. By arming authorities and emergency personnel with real-time data, our technology triggers proactive actions that contribute to a safer city environment. This new award involves the deployment of an additional 55 cameras and a state-of-the-art software system in several cities across Uruguay. With utmost confidence, we anticipate these cities will witness tangible results, as the company's system has consistently demonstrated its ability to positively impact the everyday lives of citizens in various deployed locations. As evidence of OMNIQ's continued success, the interest in its proprietary technology remains robust, with a substantial backlog of projects awaiting implementation in both the US and overseas. This resounding validation further underscores the recognition and trust that customers and stakeholders place in OMNIQ's unrivaled solutions. CEO Shai Lustgarten concluded, "omniQ's relentless pursuit of excellence and the transformative influence it continues to exert worldwide position our company as a trailblazer in the industry. With each new milestone reached, we reinforce our position as a leader committed to delivering unparalleled solutions that enhance security and improve the quality of life for communities globally." Q Shield, OMNIQ's AI-based machine vision Vehicle Recognition System (VRS) uses patented Neural Network algorithms that imitate human brains for pattern recognition and decision-making. More than 17,000 OMNIQ AI based machine vision sensors are installed worldwide today, including approximately 7,000 in the U.S. in airports, cities and universities. Based on superior accuracy and patented features like identification of make and color combined with superior accuracy based on the sophisticated algorithm and machine learning that largely depends on accumulated data provided by thousands of sensors already deployed. omniQ's AI based solution is deployed worldwide for public safety, terror prevention, access control and automation of parking. The technology has successfully performed in the most sensitive areas of the Middle East, South America, the Far East and the USA. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. OPENLANE INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on OPENLANE Inc. (previously known as KAR Auction Services Inc.). The outlook remains stable. S&P said, "The company recently redeemed $140 million of its senior unsecured notes rated 'B'. We revised our recovery rating on this debt to '3', indicating expectations for meaningful (50%-70%; rounded estimate: 55%) recovery from '4', indicating expectations for average (30%-50%; rounded estimate: 40%) recovery given the lower amount of unsecured debt. "The stable outlook for OPENLANE reflects our view that EBITDA margins and FOCF will gradually improve as the company expands its digital marketplace scale, benefits from normalization in North American used-vehicle supply, and the financing business remains competitively positioned to provide affordable commercial dealership financing." OPENLANE Inc. has begun to realize profitability in its digital marketplace segment as well as grow share in the finance business, leading to better EBITDA margins. The company's marketplace business transformed considerably since the sale of its U.S. physical auction business in mid-2022, with a focus on expanding into digital channels. To achieve profitability in the digital marketplace segment, management integrated its acquisitions (such as consolidating CARWAVE with BacklotCars) and introduced higher auction pricing to address used-vehicle supply disruptions, most notably unit volumes in its off-lease channel. S&P said, "Auction volumes remain constrained by lower overall units but we expect supply of vehicles and auction volumes to gradually improve. With better volumes and a continued focus on maintaining strong service pricing, we expect further margin improvement in the marketplace business over the next couple of years." Profitability in the finance segment has steadily improved during recent years as the business has won share with new dealership customers. S&P siad, "However, we now expect lower free cash flow from this segment due to higher floating rates interest expense to fund its floor plan finance service offering. On a combined basis, we expect OPENLANE's expansion into digital marketplaces and the stability of its finance segment's profitability will lead to S&P Global Ratings-adjusted EBITDA margins increasing to 22.4% in 2023 from 18.1% in 2022." S&P said, "Though we expect margins will sequentially improve in 2023 versus the prior year, we still forecast highly leveraged credit metrics for OPENLANE.Despite repaying nearly $2 billion of debt over the past year, debt to EBITDA is forecast to be 7.5x in 2023 and remain above our 6x upside trigger in 2024. Leverage remains elevated in our metrics because of the magnitude of the finance segment's $1.6 billion in floor plan finance obligations as of March 31, 2023, that we consider as debt for purposes of computing our credit metrics. "While we forecast further margin improvement as volumes recover in the marketplace business, we forecast slightly lower FOCF versus our prior forecast due to the impact of higher floating interest rates burdening the cost of its floor plan facilities and our view that working capital remains a modest use of cash. Based on our assumptions, we expect FOCF to debt will be slightly above 3% in 2023 and gradually improve from this level in subsequent periods." OPENLANE has maintained sufficient sources of liquidity, including a new $325 million cash flow revolver due June 2028, which it has used to pay down debt and fund working capital. The company recently used its revolver and some cash to partially redeem $140 million of its unsecured notes. At close of the financing transaction, OPENLANE had total sources of liquidity consisting of balance sheet cash and net revolver availability exceeding $340 million. S&P said, "While the debt paydown has initially reduced net liquidity, we forecast cash from operations, balance sheet cash, and revolver availability are sufficient to service working capital outflows, capital spending, and preferred dividends over the next 12 months. Over the next year we expect the company to address the remaining $210 million of unsecured notes due in June 2025." S&P said, "The stable outlook for OPENLANE reflects our view that EBITDA margins and FOCF will gradually improve as the company expands its digital marketplace scale, benefits from normalization in North American used-vehicle supply, and the finance business remains competitively positioned to provide affordable commercial dealership financing. "We would consider a downgrade over the next 12 months in the event that used vehicle demand became impaired by pricing or competitive forces (including disruption from digital solutions), which in turn pressured OPENLANE's unit volumes or profitability and caused FOCF to debt to remain below 3%. Credit metrics could also be weakened by OPENLANE pursuing aggressive financial policies such as large acquisitions (similar to that of CARWAVE or BacklotCars) or similar debt-financed activities. "While unlikely over the next 12 months, we could upgrade OPENLANE if debt to EBITDA is sustained below 6x and FOCF to debt stabilized above 5%. Deleveraging and improved FOCF could occur if OPENLANE successfully integrates and scales its recent acquisitions to increase digital penetration that supports organic business growth above GDP." ESG credit indicators: E-2, S-2, G-2 S&P said, "ESG factors have an overall neutral influence on our credit rating analysis of OPENLANE. As a provider of digital and in-lane used-vehicle auctions and related vehicle remarketing services, OPENLANE's business model will remain resilient for the foreseeable future, despite the advent of alternate powertrains and electric vehicles (EVs). This is because of the small share of new EVs sold relative to total used cars remarketed every year. "Our simulated default scenario assumes a payment default occurring in 2026 and could be caused by one or more of the following adverse factors: sustained economic downturn that reduces consumer and commercial demand for new and used vehicles; operational setbacks in the digital auction marketplace that results in continued net losses; or competitive disruptions from new digital marketplace entrants. "We assume the company is valued on a going-concern basis applying a 6x enterprise value multiple at the time of default based on our projected emergence EBITDA of $115 million." OPENLANE's capital structure consists of a new $325 million cash flow revolver due June 2028 and $210 million of senior unsecured notes due June 2025. Priority claims represent a floor plan financing liability that we assume are partially funded at default. -- Simulated year of default: 2026 -- EBITDA at emergence: $115 million -- EBITDA multiple: 6x -- LIBOR: 2.50% The $325 million revolver is assumed to be drawn 85% at default, consistent with S&P's standard assumption for cash flow revolvers. -- Net enterprise value (after 5% administrative costs): $654 million -- Valuation split (obligor/non-obligor): 60%/40% -- Priority claims: $205 million -- Secured first-lien debt claims: $267 million -- Total value available to unsecured claims: $125 million -- Senior unsecured debt and pari passu claims: $220 million --Recovery expectations: 50%-70% (rounded estimate: 55%) P&P CONSTRUCTION: Seeks to Hire 'Ordinary Course' Professionals --------------------------------------------------------------- P&P Construction Group, LLC and BRH-Garver Construction, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ certain professionals utilized in the ordinary course of business. These ordinary course professionals (OCPs) provide services to the Debtors in a variety of matters, such as specialized accounting and tax services and certain business advisory and consultant services, that are unrelated to the administration of these Chapter 11 cases but nevertheless vital to the Debtors' business. The proposed compensation would also authorize to pay, without formal application to the Court by any OCP, 100 percent of the fees and reimbursable expenses to each of the OCPs retained in accordance with the upon such OCP's submission to the Debtors of an appropriate invoice setting forth in reasonable detail the nature of the services rendered, and expenses incurred after the petition date. About P&P Construction Group P&P Construction Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90292) on April 12, 2023. In the petition signed by Jeffrey Anapolsky, its chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Christopher Lopez oversees the case. Michael P. Cooley, Esq., at Reed Smith, LLP, represents the Debtor as legal counsel. PARKCHESTER ORAL: Case Summary & Six Unsecured Creditors -------------------------------------------------------- Debtor: Parkchester Oral and Maxillofacial Surgery Associates PC 1776 Eastchester Road Suite 230 Bronx, NY 10461 Business Description: The Debtor is a dental implants provider in New York City, New York. Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11015 Debtor's Counsel: Marc A. Pergament, Esq. WEINBERG, GROSS & PERGAMENT LLP 400 Garden City Plaza Suite 309 Garden City, NY 11530 Tel: 516-877-2424 Email: mpergament@wgplaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Marlon K. Moore MD as president. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KW7ODQA/Parkchester_Oral_and_Maxillofacial__nysbke-23-11015__0001.0.pdf?mcid=tGE4TAMA PEER STREET: Files Chapter 11 to Facilitate Asset Sale ------------------------------------------------------ Peer Street, Inc. and its affiliated companies on June 27 announced that on Monday, June 26, 2023, they filed for protection under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Founded in 2013, PeerStreet was a platform for online investing in real-estate debt that enabled accredited investors, funds, and institutions to access certain real estate-related debt investments that were historically difficult to invest in, and permitted lenders and borrowers to access capital that has been historically difficult for them to access. Through its bankruptcy filing, PeerStreet will seek to sell substantially all of its assets, including, but not limited to, its mortgage loan assets and technology platform, in a series of transactions intended to maximize value for all of PeerStreet's stakeholders. About Peer Street Headquartered in El Segundo, California, Peer Street is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. On June 26, 2023, Peer Street, Inc., and 14 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10815). The cases are pending before the Honorable Judge Laurie Selber Silverstein. PeerStreet is advised by Young Conaway and Kramer Levin as its legal advisors (Joe Barry, jbarry@ycst.com; Brad O'Neill, boneill@kramerlevin.com), David Dunn of Province, Inc. as Chief Restructuring Officer (ddunn@provincefirm.com), and Piper Sandler Loan Strategies, LLC as broker (C.K. Smith, ck.smith@psc.com). Stretto, the claims agent, maintains the page https://cases.stretto.com/peerstreet PETE'S FINE MEATS: Unsecureds to Split $126K over 3 Years --------------------------------------------------------- Pete's Fine Meats, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated June 25, 2023. Pete's is a butcher shop located in the Uptown area of Houston, Texas. Pete's is wholly owned by Cruz, who also serves as the President of Pete's and is Pete's head butcher. Beginning around 2020, Pete's began obtaining MCA financing to address cash flow shortfalls. Under the MCAs, Pete's allegedly sold its future receipts to MCA lenders for cash at a discount. The discount was usually around 30% but could be as high as 50%. Pete's would deliver these future receipts to the MCA lender in a specified daily amount that supposedly reflected a percentage of Pete's daily receipts (usually between 5% and 15%, but sometimes as high as 45%) drawn from Pete's bank account by electronic funds transfer. The cost of each MCA Pete's obtained on an APR basis was over 100%. By late March 2023, Pete's was paying over $5,000 weekly to MCA lenders, had no insurance, was facing numerous lawsuits from vendors and utility providers for unpaid goods and services, could obtain no credit, and had essentially no free cash. Pete's determined it could not continue operating under these conditions and decided that a chapter 11 reorganization under subchapter V of the Bankruptcy Code was in the best interest of its creditors. Upon commencing this Chapter 11 Case, Pete's focus was complying with the requirements of the Bankruptcy Code. To that end, Pete's opened a debtor-in-possession deposit account, obtained the required insurance, timely filed its Schedules and Statement of Financial Affairs, and appeared for its initial debtor interview and meeting of creditors. It has also worked to establish accounting procedures so that it can remain current on critical obligations like insurance and taxes. Class 2 consists of all Allowed Unsecured Claims against the Debtor. All Claims in this Class shall receive their pro rata share of $126,000.00, which shall be distributed over a period of three years. Distributions shall begin on the last day of the first quarter after the Effective Date (i.e., March 31, June 30, September 30, or December 31). Each distribution shall be $3,000.00, except for distributions made in December. Distributions made in December shall be $33,000.00. Each holder of a Class 2 Claim will receive their pro rata share of each distribution. In the event the Reorganized Debtor is unable to make the full quarterly payment required to Class 2, it may pay any unpaid amount during the succeeding two quarters. Such a delay in payment does not constitute a default under the Plan. Class 2 is impaired and is entitled to vote. Class 3 consists of the Debtor's sole equity holder, Cruz. Cruz shall retain his interests in the Reorganized Debtor. Class 3 is not an impaired class and is deemed to accept the Plan. The Reorganized Debtor will continue to operate the Debtor's business and are authorized to take any actions they deem necessary to operate the Reorganized Debtor. Cruz shall be the President of the Reorganized Debtor on and after the Effective Date. If the Plan is confirmed under Section 1191(a) of the Bankruptcy Code, payments provided for in the Plan will be made by the subchapter V trustee Drew McManigle pursuant to Section 1194(a) of the Bankruptcy Code. Once the Trustee's service is terminated under Section 1183(c) of the Bankruptcy Code, the Reorganized Debtor shall make Plan payments. If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, the subchapter V trustee Drew McManigle shall make all Plan payments under the Plan. Under this Plan, the Debtor's creditors are receiving an approximately 66% distribution on their Claim. If the Debtor were to liquidate, however, the Debtor believes its Unsecured Creditors would receive less than 5%. Thus, the amount that Creditors would receive in a chapter 7 liquidation is less than each will receive under this Plan. Accordingly, this Plan is in the best interest of Creditors as required under Section 1129(a)(7) of the Bankruptcy Code. Moreover, the Debtor expects to have sufficient future income to perform under the Plan. A full-text copy of the Plan of Reorganization dated June 25, 2023 is available at https://urlcurt.com/u?l=KyQMv4 from PacerMonitor.com at no charge. Debtor's Counsel: Broocks M. Wilson, Esq. Kean Miller, LLP 711 Louisiana, Suite 1800 Houston, TX 77002 Tel: (713) 844-3000 Email: mack.wilson@keanmiller.com About Pete's Fine Meats Pete's Fine Meats, Inc., is a butcher shop located in the Uptown area of Houston, Texas. Pete's Fine Meats filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 23-31036) on March 27, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Christopher M. Lopez oversees the case. Broocks M. Wilson, Esq., at Kean Miller, LLP, is the Debtor's legal counsel. PHOENIX SERVICES: Unsecureds to Get Nothing in Plan --------------------------------------------------- Phoenix Services Topco, LLC, et al., submitted an Amended Joint Chapter 11 Plan of Reorganization. On the Effective Date, all Allowed DIP Claims (including, but not limited to, any right to the Exit Fee (as defined in the DIP Credit Agreement)) shall, in full satisfaction, settlement, release, and discharge of the Allowed DIP Claims, be exchanged, subject in all respects to the terms of the Acceptable Plan Agreement and pursuant to the Acquisition Transaction, for (i) on account of the Roll-Up DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the Roll-Up DIP Loans) of 99.0% of the New Interests that are issued and outstanding on the Effective Date, subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium; (ii) on account of the New Money DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the New Money DIP Loans) of the principal amount of the Takeback Debt; and (iii) on account of the New Money DIP Loans, its Pro Rata share (based on such holder's proportionate share of all Allowed DIP Claims on account of the New Money DIP Loans) of the Newco Participation Contract Right. Under the Plan, Class 4 consists of General Unsecured Claims, including any Rejection Damages Claim. Each Allowed General Unsecured Claim will be released and extinguished, and each holder of an Allowed General Unsecured Claim will not receive any distribution on account of its General Unsecured Claim. Class 4 is impaired. On the Effective Date, the Restructuring Transactions will be implemented as follows, subject to modification as agreed in the Transaction Steps or otherwise agreed to by the Debtors and the Required Consenting Lenders: 1. all holders of Allowed Claims will receive the treatment provided under the Plan, and each of the Debtors will receive a discharge of all Claims (except for the DIP Claims) pursuant to 11 U.S.C. section 1141(d)(1)(A); 2. the DIP Agent shall form Newco Grandparent, which shall in turn form Newco Parent, which shall in turn form Newco; 3. Newco Grandparent shall contribute its Interests (the New Interests) to Newco Parent, which shall in turn contribute the New Interests to Newco; 4. Newco shall acquire 100% of the assets of Reorganized Phoenix Holdings in exchange for the consideration to be set forth in the Transaction Steps; 5. the DIP Claims shall be credit bid pursuant to the Transaction Steps in exchange for the treatment afforded to holders of DIP Claims under the Plan; 6. pursuant to the Transaction Steps: (i) holders of the Roll-Up DIP Loans shall receive their Pro Rata share of 99.0% of the New Interests (subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium); (ii) holders of New Money DIP Loans shall receive their Pro Rata amount of Takeback Debt, which Takeback Debt shall be in the principal amount of the outstanding amount of the New Money DIP Loans (including all accrued and unpaid interest, fees, premiums, and all other obligations on account of the New Money DIP Loans); (iii) holders of DIP Claims on account of the New Money DIP Loans shall receive a Newco Participation Contract Right to participate in the New Money Exit Debt; and (iv) holders of the Prepetition Lender Claims shall receive their Pro Rata share of 1.0% of the New Interests (subject to dilution by the Management Incentive Plan, the Participation Premium, and the Backstop Premium); 7. the New Money Exit Debt Syndication will be conducted with respect to $45,000,000 of New Money Exit Debt, which will be included in the principal amount of the First Lien Exit Facility; and 8. Newco Grandparent shall contribute additional New Interests (in an amount equal to or equivalent of the Backstop Premium and Participation Premium) to Newco Parent, which shall in turn contribute such additional New Interests to Newco, following which the DIP Lenders participating in the New Money Exit Facility (pursuant to the Newco Participation Contract Right) will pay cash in the amount of $45,000,000 to Newco pursuant to the New Money Exit Debt Syndication in exchange for the New Interests (in an amount equal to or equivalent to the Backstop Premium and Participation Premium) and the New Money Exit Debt. Attorneys for the Debtors: Ray C. Schrock, Esq. Jeffrey D. Saferstein, Esq. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. Matthew P. Milana, Esq. Emily R. Mathews, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 A copy of the Amended Joint Chapter 11 Plan of Reorganization dated June 16, 2023, is available at https://tinyurl.ph/rVbwK from Stretto, the claims agent. About Phoenix Services Topco Phoenix Services Topco, LLC provides services to global steel-producing companies, including the removal, handling, and processing of molten slag at customer sites, and the preparation and transportation of metal scraps, raw materials, and finished products. Phoenix Services Topco and eight affiliates, including Phoenix Services Holdings Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 22-10906) on Sept. 27, 2022. In the petitions signed by its chief financial officer, Robert A. Richard, Phoenix Services Topco disclosed $500 million to $1 billion in both assets and liabilities. Judge Mary J. Walrath oversees the cases. The Debtors tapped Weil, Gotshal, and Manges, LLP and Richards Layton & Finger, P.A. as legal counsels; AlixPartners, LLP as financial advisor; PJT Partners, Inc. as investment banker; and Stretto, Inc. as claims and noticing agent and administrative advisor. Barclays Bank PLC, as DIP and First Lien Group lender, is represented by Gibson, Dunn & Crutcher LLP while Credit Suisse Loan Funding LLC, as DIP lender, is represented by Pachulski Stang Ziehl & Jones, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Oct. 11, 2022. Squire Patton Boggs (US), LLP, Cole Schotz, P.C. and FTI Consulting, Inc. serve as the committee's lead bankruptcy counsel, Delaware counsel and financial advisor, respectively. PHOENIX TELECOM: Court OKs Cash Collateral Access Thru Aug 11 ------------------------------------------------------------- Phoenix Telecom, Inc. sought and obtained entry of an order from the U.S. Bankruptcy Court for the Northern District of Florida, Pensacola Division, to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, through the date of the final hearing set for August 11, 2023 at 10 a.m. The Debtor intends to use cash collateral to pay operating expenses and the costs of administering the Chapter 11 case. The Debtor's primary secured creditor is the Small Business Administration. The SBA asserts that it is owed approximately $533,067. On June 10, 2020, the SBA filed a UCC-1 Financing Statement in the Florida Secured Transactions Registry, asserting a lien on all tangible and intangible personal property of the Debtor, specifically including accounts and accounts receivables. As of the Petition Date, the Debtor had cash in accounts totaling approximately $470 and the Debtor's accounts receivable total approximately $132,259. In exchange for the Debtor's ability to use cash collateral in the operation of its business, the SBA is granted, as adequate protection, replacement liens to the same extent, validity, and priority as existed on the Petition Date. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=xANOAX from PacerMonitor.com. The Debtor projects $305,000 in gross profit and $228,525 in total expenses. A copy of the order is available at https://urlcurt.com/u?l=TyJguE from PacerMonitor.com. About Phoenix Telecom, Inc. Phoenix Telecom, Inc. is a Florida corporation established in 2002 that specializes in wireless construction and modification in the Southeast region of the U.S. Phoenix Telecom offers services ranging from construction of new telecommunication towers, structural upgrades and modifications to existing telecommunication towers, tower mount modifications, lines and various antenna installs, telecommunication tower maintenance, technical services, and other related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30408) on June 14, 2023. In the petition signed by Jesus V. Delgado, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jerry C. Oldshue, Jr. oversees the case. Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain and Postler, P.A., represents the Debtor as legal counsel. PLUTO AQUISITION: MetWest FRI Marks $484,900 Loan at 29% Off ------------------------------------------------------------ Metropolitan West Fund's Floating Rate Income Fund has marked its $484,982 loan extended to Pluto Acquisition I, Inc to market at $346,357 or 71% 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. Floating Rate Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 4%) to Pluto Acquisition I, Inc. The loan accrues interest at a rate of 8.95% per annum. The loan matures on June 22, 2026. 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. Pluto Acquisition I, Inc. provides health care services. The Company operates in the United States. POWERTEAM SERVICES: MetWest FRI Marks $146,561 Loan at 15% Off -------------------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $146,561 loan extended to PowerTeam Services LLC to market at $124,913 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. Floating Rate Income Fund is a participant in a First Lien Term Loan (LIBOR plus 3.25%) to PowerTeam Services LLC. The loan accrues interest at a rate of 8.19% per annum. The loan matures on March 6, 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. Headquartered in Atlanta, Georgia, PowerTeam is a domestically focused natural gas distribution, transmission and electric services company for natural gas and electric utilities and midstream operators offering a wide array of services that help maintain and upgrade their infrastructure and operate more efficiently and reliably. POWERTEAM SERVICES: MetWest TRB Marks $2.4M Loan at 15% Off ----------------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $2,476,546 loan extended to PowerTeam Services LLC to market at $2,110,735 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. Total Return Bond Fund is a participant in a First Lien Term Loan (LIBOR plus 3.25%) to PowerTeam Services LLC. The loan accrues interest at a rate of 8.19% per annum. The loan matures on March 6, 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. Headquartered in Atlanta, Georgia, PowerTeam is a domestically focused natural gas distribution, transmission and electric services company for natural gas and electric utilities and midstream operators offering a wide array of services that help maintain and upgrade their infrastructure and operate more efficiently and reliably. PROFESSIONAL DIVERSITY: All Four Proposals Passed at Annual Meeting ------------------------------------------------------------------- Professional Diversity Network, Inc., held its Annual Meeting of Stockholders at which the stockholders: (1) elected Michael Belsky, Scott Liu, Chris Renn, Courtney Shea, and Hao (Howard) Zhang as directors to serve until the next annual meeting of stockholders of the Company and until their respective successors are duly elected and qualified; (2) ratified the appointment of Sassetti, LLC as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023; (3) ratified, on a non-binding basis, the compensation of the Company's named executive officers; and (4) approved the Professional Diversity Network, Inc. 2023 Equity Compensation Plan. The 2023 Plan provides for grants of stock options, restricted stock awards, restricted stock units, stock appreciation rights and other stock-based awards to employees (including the Company's executive officers) and directors in order to foster the long-term success of the Company and its subsidiaries, and reserves 750,000 shares of the Company's common stock, par value $0.01 per share, for issuance thereunder. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals. Through the Company's online platforms and partnerships, the Company provides hiring employers a means to identify and acquire diverse talent and assist them with DEI efforts. Professional Diversity reported a net loss attributable to the company of $2.60 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the company of $2.75 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $6.83 million in total assets, $4.70 million in total liabilities, and $2.12 million in total stockholders' equity. Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUEST SOFTWARE: S&P Downgrades ICR to 'CCC+', Outlook Stable ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Quest Software US Holdings Inc. to 'CCC+' from 'B-' and its issue-level ratings on the company's first-lien credit facility to 'CCC+' from 'B-' and second-lien term loan to 'CCC' from 'CCC+'. S&P's stable outlook reflects its expectation that the company will continue to grow subscription-based revenues while maintaining adequate liquidity. Quest has begun to recover from a disruptive increase in sales force attrition last spring, but earnings growth will likely be gradual and largely consumed by higher interest expense. Quest reported meaningful revenue and bookings declines in the first half of fiscal 2023 as a result of higher attrition and other disruptions in its sales organization subsequent to the firm's acquisition by Clearlake. New sales leadership and extensive hiring and retraining efforts have enabled the company to stanch this decline, with bookings returning to year-over-year growth in the last two reported quarters. S&P said, "We believe Quest will be able to parlay better sales execution into stabilizing operating results in fiscal 2024, with revenue up in the low-single-digit percent area and margin benefiting from cost-out actions. However, we forecast higher interest expense will consume all of the incremental earnings and lead to at least another consecutive year of negative FCF. Significantly higher interest expense will impede Quest's ability to return to consistent positive free cash generation without material improvement in earnings power. Quest has historically been able to generate consistently positive FCF and had done so from fiscal 2019 through fiscal 2022. Cash flow turned negative in fiscal 2023, primarily due to one-time costs related to the firm's acquisition by Clearlake Capital Group L.P., but we expect cash flow to remain negative for at least the next 12 months because we project Quest's fiscal 2024 interest expense will be about $100 million higher than prior-year levels. At this point, we would not expect the firm to reliably generate positive FCF without a more dramatic improvement in earnings and revenue growth." S&P said, "In May, Quest entered into interest rate swap contracts to fix the base rate at about 4% for a portion of its outstanding debt balance over the next two years. Although we view this action as constructive in mitigating the risk of further interest rate increases, even the current interest expense represents a substantial drain on the cash generating ability of Quest's core franchise. In addition, we expect the company will need to draw on its revolving credit facility (RCF) again to support liquidity needs during the year. "We do believe there could be a path for the company to return to positive FCF at some point in fiscal 2025. However, given the sizeable debt burden, absent of more meaningful revenue growth and EBITDA margin expansion or declines in interest rate and a stabilizing macroeconomic environment, we could see risk that Quest's liquidity could be pressured further and its capital structure could appear to be unsustainable longer term, even though there is no debt maturity until 2027. "We believe Quest will have ample liquidity to service debt and maintain operations over the next 12 months and do not see significant liquidity risk unless the firm faces an extended period of incremental cash burn. Quest had about $85 million of cash on hand as of April 30, 2023, and $300 million remaining availability under its RCF, which we expect will provide adequate liquidity needs even if the company reports another year of significant negative cash flow like we forecast. The company does not have any material debt maturity until its RCF comes due in 2027. We believe absent a more severe cash burn than we forecast, Quest is unlikely to face imminent liquidity risks in the near term and its current liquidity will provide enough cushion for the company to continue to grow recurring revenue and make progress on its subscription revenue model transition. We expect resilient enterprise demand for identity management software, a growing share of recurring revenues, and diverse product offerings will help Quest weather an economic downturn. For fiscal 2023, Quest suffered a revenue decline of about 7% (or 5% excluding currency impact), as 20% growth in software-as-a-service revenue and 8% growth in term license revenue were more than offset by declines in perpetual license sales and its associated maintenance revenue. In addition to the aforementioned sales force issue, this decline was also partly driven by the company's strategic pivot to focus on subscription sales over traditional perpetual licenses. While the company grew its share of recurring revenue to 79% from 73% of sales during fiscal 2023, we expect maintenance revenues associated with perpetual licenses will face headwinds in the near term as the company continues to grow recurring revenue mix and make progress on its revenue model transition. "We expect One Identity will continue to perform better than the rest of Quest's portfolios as demand for cybersecurity and identity and access management (IAM) products continues to be resilient because they are mission-critical for enterprises. On the other hand, we do see risk that weakening corporate information technology (IT) spending amid a weakening macroeconomic environment will put more growth uncertainties on the Microsoft Platform Management (MPM) and Information and System Management businesses. This is because they are more project-oriented and less mission-critical, although product solutions related to Active Directory security within MPM may provide better upside potential for that business. However, even after some growth recovery from the sales force attrition issue and more favorable end-market demand for cybersecurity products, we expect Quest's total consolidated revenue growth for fiscal 2024 to be roughly flat or up marginally year over year. "The stable outlook on Quest reflects our view that while cash flow generation will be significantly constrained over at least the next 12 months due to higher interest expense and macroeconomic headwinds, we believe the company will continue to grow subscription-related revenues while maintaining adequate liquidity to meet debt service requirements over at least the next 12 months." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of the company, as is the case for most rated entities owned by private-equity sponsors. We believe Quest's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." R & D CARPENTER: U.S. Trustee Questions Feasibility of Plan ----------------------------------------------------------- David W. Asbach, the Acting U.S. Trustee ("UST") for Region 5, submitted an objection to the Small Business R & D Carpenter Holdings, LLC's Combined Plan of Reorganization and Disclosure Statement. The UST points out that the Debtor failed to comply with the applicable provisions of the Bankruptcy Code. The Debtor's failure to file the monthly operating reports for April and May 2023 has made it impossible for creditors to make an informed decision regarding the Plan. In addition, given this failure the UST was unable to calculate the accurate amount of fees due to the UST for the first quarter of 2023. For this reason, the Debtor received a notice, which mandates paying an estimated amount of $250 in fees. At the time of the filing of this Objection, the UST fees for the last quarter of 2022 and the first quarter of 2023 remain outstanding. (Ex. 3). Failure to pay the UST fees, in and of itself, constitutes cause to dismiss or convert this matter to the case under Chapter 7. 11 U.S.C. section 1112(b)(4)(K). Based upon the foregoing, the UST submits that the Debtor failed to substantially comply with the applicable provisions of the Bankruptcy Code and confirmation should be denied. In addition, the UST asserts that the Debtor cannot show that the Plan is feasible. Because the Debtor failed to file any monthly operating reports for April and May 2023, and bank account statements, the Debtor cannot show that the requirements for confirmation under 11 U.S.C. section 1129(a) have been met. According to the U.S. Trustee, because the Debtor filed no monthly operating reports with accompanying bank account statements for April and May, neither the UST nor the Court can determine if the proposed plan is feasible. In fact, the information available to date shows that the Debtor could not possibly make the proposed plan payments. Specifically, the Debtor's average monthly cash flow reaches $1,161, but the Debtor somehow would like to pay $2,186.12 per month to b1Bank in addition to paying for insurance premium and property taxes in unknown amounts along with the UST fees. To make matters worse the Debtor's 2022 income tax return indicates that the Debtor made $0 in 2022. It remains unclear as to how the interested parties and the UST are expected to reconcile all of these discrepancies. About R & D Carpenter Holdings R & D Carpenter Holdings, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 22-50815) on Dec. 1, 2022, with as much as $1 million in both assets and liabilities. D. Patrick Keating, Esq., at The Keating Firm, APLC represents the Debtor as counsel. R L BURNS: Seeks to Hire BransonLaw PLLC as Bankruptcy Counsel -------------------------------------------------------------- R L Burns, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as its counsel. The firm will render these services: (a) prosecute and defend any causes of action on behalf of the Debtor; (b) prepare legal papers; (c) assist in the formulation of a plan of reorganization; and (d) provide all other services of a legal nature. The hourly rates of the firm's counsel and staff range from $495 to $200. Prior to the commencement of this Chapter 11 case, the Debtor paid an advance fee of $19,225 for post-petition services and expenses and the filing fee of $1,738. Jeffrey Ainsworth, Esq., an attorney at BransonLaw, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. Flentke Legal Consulting, PLLC, Of Counsel BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About R L Burns R L Burns Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02186) on June 2, 2023, listing up to $1 million in assets and up to $10 million in liabilities. BransonLaw, PLLC serves as the Debtor's counsel. RANGE RESOURCES: S&P Affirms 'BB' ICR on Price Deck Revision ------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' issuer credit rating on U.S.-based oil and gas exploration and production company Range Resources Corp. At the same time, S&P affirmed its 'BB' issue-level rating on the company's unsecured debt. The recovery rating remains '3'. The stable outlook reflects S&P's expectations that Range's credit metrics will remain appropriate for the rating, with average funds from operations (FFO) to debt in the 50% to 55% range for the next two years, and meaningful positive discretionary cash flow (DCF). The affirmation reflects Range's appropriate credit metrics, supported by continued debt reduction. S&P said, "Following the company's $1.1 billion of debt reduction in 2022 and incorporating our recently revised crude oil and natural gas price assumptions, we expect Range's credit metrics to remain appropriate for the 'BB' rating over the next two years. We estimate FFO to debt will average around 50%-55% in 2023 and 2024, with debt to EBITDA below 2.0x. At the same time, we expect the company to generate meaningful positive DCF over the next two years." Significant cash flow generation will enable the company to further reduce its debt and support its shareholder rewards. S&P said, "Based on our current price assumptions, we estimate Range will generate significant free cash flow in 2023, enabling the company to continue to reduce its debt towards its net debt target of $1 billion-$1.5 billion, which we anticipate happening in 2024. As of March 31, 2023, Range's net debt was around $1.6 billion, consisting of $1.85 billion of senior notes and $228 million in cash. In addition, our current rating assumes modest shareholder rewards in the form of a base dividend and share buybacks until the company meets its debt reduction goal, at which time we anticipate an uptick in shareholder returns. As of March 31, 2023, Range had around $1.1 billion of availability on its share repurchase program." Range's position as a large natural gas and NGL producer supports the rating, but the company's scale is smaller and profitability lower compared with its higher-rated peers. As of year-end 2022, the company had organically increased its reserves to 18.1 trillion cubic feet of gas equivalent (tcfe) from 17.8 tcfe in 2021, with approximately 60% of reserves classified as proved developed. This year, the company plans to run a maintenance capital program of $570 million to $615 million, which should hold production approximately flat at 2.12-2.16 billion cubic feet equivalent per day (bcfe/d), 70% natural gas and 30% liquids. Range estimates it has more than 3,000 premium undeveloped locations and more than 30 years of premium core drilling inventory at its current pace. S&P expects the company's low capital intensity, good commodity mix, and robust hedging portfolio will support its cash flow and credit metrics this year, despite current natural gas price weakness. However, the company's geographic concentration in the Appalachian region, its smaller size and scale compared with higher-rated Appalachian peers, and lower profitability compared with oil-focused peers constrain the rating. S&P's stable outlook on Range reflects our expectations that the company will continue reducing its debt, making progress toward its net debt target of $1 billion to $1.5 billion. It also reflects the company's appropriate credit metrics, including average FFO to debt in the 50% to 55% range over the next two years and its expectation that the company will generate positive DCF. S&P said, "We could lower the rating if FFO to debt approaches 45% for a sustained period, which would most likely be driven by a lower-than-expected commodity price environment and no change to capital spending or shareholder rewards. Alternatively, we could lower the rating if Range engages in outsized shareholder rewards, leading to weaker credit measures. "We could raise our ratings on Range Resources if it expands its scale and/or proved developed reserves to be more consistent with those of its larger E&P peers. We would also consider a higher rating if the company materially improved its profitability profile to offset the risk of volatile pricing differentials or regulatory changes in the Appalachian region. For an upgrade, we would also need to see the company's FFO to debt comfortably above 45% and positive DCF." ESG credit indicators: E-4 S-2 G-2 S&P said, "Environmental factors are a negative consideration in our credit rating analysis of Range Resources Corp. as the exploration and production industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher return investments. That said, the company is targeting net zero greenhouse gas emissions by 2025 and engaged in several different environmental practices, including a responsibly sourced natural gas certification project, water recycling and logistics, an electric-powered fracturing fleet, and robust leak detection and remediation program software." RIALTO BIOENERGY: May Use $1.3MM of Cash Collateral --------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Rialto Bioenergy Facility, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor is authorized to use cash collateral in the amount of no more than $1.381 million to pay those amounts specifically set forth in the Budget, with 16.25% variance, to the extent necessary to fund the operations of the Debtor. If the Debtor does not pay for a particular expense during the period set forth in the Budget, the Debtor is authorized to pay for that particular expense during a later period as the Debtor deems appropriate. California Pollution Control Financing Authority and UMB, as trustee are parties to the Indenture, dated as January 1, 2019, all security agreements, notes, guarantees, mortgages, Uniform Commercial Code financing statements, documents, and instruments, pursuant to which the California Pollution Control Financing Authority issued Solid Waste Disposal Revenue Bonds in an aggregate principal amount of $117.2 million. The Authority loaned the proceeds of the Bonds to the Debtor pursuant to the Loan Agreement, dated as of January 1, 2019, to (i) finance the acquisition, construction, rehabilitation, renovation, installation, improvement and equipping of the Debtor’s facility, (ii) fund 24 months of capitalized interest, (iii) fund a reserve for bonds issued by the Authority, and (iv) pay a portion of the costs of issuance of the Bonds. The Secured Parties assert that as of the Petition Date, the Debtor was indebted in the aggregate principal amount of not less than $111.975 million in respect of outstanding principal amount of the Bonds. The Debtor asserts that the aggregate principal amount of the Prepetition Obligations is less than $111.975 million. The Secured Parties assert that the Bonds are secured by first priority security interests in and liens on substantially all assets of the Debtor. To the extent of any Diminution in Value from and after the Petition Date resulting from, among other things, the use, sale or lease of the cash collateral, and the imposition of the automatic stay, the Secured Parties are granted valid, binding, continuing, enforceable, fully perfected, nonavoidable, first-priority senior, additional and replacement security interests in and liens on the Collateral. The Secured Parties are granted, solely to the extent of any Diminution in Value, an allowed superpriority administrative expense claim against the Debtor under in respect of the Adequate Protection Obligations with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of the Bankruptcy Code. The Superpriority Claim will have recourse to and be payable from all of the Debtor's available assets. The Adequate Protection Liens and security interests will be deemed valid, perfected, allowed, enforceable, non-avoidable and not subject to challenge, dispute or subordination, at the time and on the date of entry of the Order without the need for any further action by the Prepetition Trustee or the Prepetition Bondholders. The Debtor's right to use the Cash Collateral Amount will automatically terminate without further notice or court proceeding on the earliest to occur of: (a) The Court enters an order dismissing the chapter 11 case, without the consent of the Prepetition Trustee, acting at the direction of the Majority Bondholders; (b) The Court enters an order converting the chapter 11 case to a case under chapter 7 of the Bankruptcy Code, without the consent of the Prepetition Trustee, acting at the direction of the Majority Bondholders; (c) The Court enters an order appointing a chapter 11 trustee or any examiner with expanded powers relating to the operation of the business in the chapter 11 case; (d) A filing by the Debtor of any motion, pleading, application or adversary proceeding challenging the (i) validity, extent, enforceability, perfection or priority of the Prepetition Liens or asserting any other cause of action against and/or with respect to the Prepetition Documents; or (ii) the validity or enforceability of any of the Prepetition Obligations (or if the Debtor supports any such motion, pleading, application or adversary proceeding commenced by any third party); (e) The Debtor's filing of any motion or prosecuting of any motion seeking any financing under 11 U.S.C. section 364(d) secured by the Collateral that does not require the payment in full of all Prepetition Obligations; and (f) July 14, 2023. A continued hearing on the matter is set for July 10 at 2:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=F6n6k9 from PacerMonitor.com. The Debtor projects $266,193 in total receipts and $868,247 in total operating disbursements for the seven-week period ending July 14, 2023. About Rialto Bioenergy Facility, LLC Rialto Bioenergy Facility, LLC owns and operates an extremely valuable, state-of-the-art, multi-feedstock bioenergy facility in Rialto, California, that converts organic waste, such as food waste, yard waste, and biosolids into carbon-negative renewable natural gas, with capability to also generate renewable electricity and soil amendment/fertilizer. The facility, the largest in North America and valued at $196.6 million, utilizes anaerobic digestion technology to convert the organic waste received from waste haulers into renewable natural gas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-01467) on May 25, 2023. In the petition signed by Yaniv Scherson, vice president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchik LLP, represents the Debtor as legal counsel. B. Riley Securities, Inc. serves as the Debtor's financial advisor. UMB Bank, N.A., as Indenture Trustee is represented by Nahal Zarnighian, Esq., at Ballard Spahr LLP. RIGHT CHOICE: Trustee Taps Yip Associates as Financial Advisor -------------------------------------------------------------- Maria Yip, the Chapter 11 trustee for Right Choice Vending/Coffee, LLC, received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Yip Associates as financial advisor. The trustee requires a financial advisor to: a. review of all financial information prepared by the Debtor; b. provide financial oversight and prepare reports required by the bankruptcy court, the Office of the United States Trustee and other parties involved in the Debtor's Chapter 11 case, including without limitations, monthly operation reports; c. review and analyze the organizational structure of any entity of the Debtor, the entity's financial interrelationships amongst the Debtor, and its principals, affiliates and insiders; d. review and analyze transfers to and from the Debtor to third parties, both pre-bankruptcy and post-petition; e. attend meetings with the Debtor, creditors, insiders and associates of such parties, and with federal, state and local tax authorities, if requested; f. review the books and records of the Debtor for potential preference payments, fraudulent transfers or any other matters that the trustee may request; g. rendering of any such other assistance in the nature of accounting, financial consulting or other financial projects as the trustee may deem necessary; and h. provide assistance in the preparation of the estate tax returns. The firm will be paid at these rates: Partners $400 to $600 per hour Directors $350 per hour Managers $300 per hour Seniors Associates $245 per hour Associates $195 per hour Paraprofessionals $125 per hour Hernan Serrano, a partner at Yip Associates, 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: Hernan Serrano Yip Associates One Biscayne Tower 2 S. Biscayne Blvd., Suite 2690 Miami, FL 33131 Tel: (305) 569-0550 Fax: (888) 632-2672 Email: HSerrano@yipcpa.com About Right Choice Vending/Coffee Right Choice Vending/Coffee, LLC operates a vending machine business with machines located throughout the State of Florida. It provides drinks, snacks and food to various businesses, industries, schools, universities, hospital systems and governmental agencies. Right Choice sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11331) on Feb. 19, 2023, with as much as $50,000 in both assets and liabilities. Judge Scott M. Grossman oversees the case. Mark S. Roher, Esq., at the Law Office of Mark S. Roher, P.A., represents the Debtor as legal counsel. Maria Yip, the Chapter 11 trustee appointed in the Debtor's bankruptcy case, is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. ROBINSON & ROBINSON: Taps Giddens, Mitchell & Assoc. as Counsel --------------------------------------------------------------- Robinson & Robinson Estates seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Giddens, Mitchell & Associates PC as its counsel. The firm will render these services: (a) advise the Debtor with respect to powers and duties in the continued management of its property; (b) prepare legal papers; and (c) perform all other legal services for the Debtor that may be necessary in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Kenneth Mitchell, Sr., Attorney $350 Bobby L. Giddens, Attorney $450 Alyceson Sadler, Paralegal $75 Alicia Dennis, Paralegal $75 The firm received a retainer fee of $1,500 from the Debtor's managing member, Tasha White. Mr. Mitchell disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kenneth Mitchell, Sr., Esq. Giddens, Mitchell & Associates PC 3951 Snapfinger Parkway, Suite 555 Decatur, GA 30035 Telephone: (770) 987-7007 Email: gmapclaw1@gmail.com About Robinson & Robinson Estates Robinson & Robinson Estates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-54230) on May 4, 2023. In the petition signed by Tasha White, managing member, the Debtor disclosed under $1 million in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. Kenneth Mitchell, Sr., Esq., at Giddens, Mitchell & Associates PC serves as counsel to the Debtor. ROCKPORT CO: Authentic Brands Submits $45-Mil. Bid for Assets ------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Authentic Brands Group, the marketing company that owns Eddie Bauer and Brooks Brothers brands, agreed to submit a $45 million opening bid for the Rockport Company's bankruptcy auction to sell e-commerce business, inventory and other intellectual property assets. Rockport's notice of the proposed sale agreement, filed Wednesday, June 21, 2023, with the US Bankruptcy Court for the District of Delaware, called for the shoe manufacturer to pay ABG a $1.59 million break-up fee (3% of the purchase price) and up to $1 million in expense reimbursements if another bid is chosen. An auction is tentatively scheduled for July 13, 2023. On June 15, 2023, the Debtors filed the Bid Procedures Motion seeking approval of, among other things, bidding [rocedures and authorization to designate stalking horse bidders. On June 21, 2023, the Debtors filed a notice of filing of the Stalking Horse APA with ABG's ABG-Regatta LLC, which has agreed to purchase the Debtors' U.S. assets, Iberian and Korean assets, subject to higher and better offers. On June 23, 2023, the Debtors filed the Bid Procedures Supplement seeking, among other things, approval of the designation of ABG-Regatta LLC as the Stalking Horse Bidder and approving the Debtors' entry into the Stalking Horse APA. About The Rockport Company Rockport Co. LLC -- https://www.rockport.com/ -- is a company that offers a collection of men's and women's brands that provide comfortable shoes for every occasion. The Rockport Company and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., first sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018. The business was taken out of bankruptcy after the Court approved the sale of substantially all of The Rockport Company's assets to an affiliate of Charlesbank Equity Fund IX, LP. In the prior Chapter 11 cases, the Debtors tapped Richards, Layton & Finger, P.A. as bankruptcy counsel; Borden Ladner Gervais LLP as Canadian counsel; Houlihan Lokey Capital, Inc., as investment banker; and Alvarez & Marsal North America LLC, as restructuring advisor. The official committee of unsecured creditors tapped Cooley LLP, and Whiteford, Taylor & Preston LLC as counsel. Pachulski Stang Ziehl & Jones LLP represented the Prepetition Noteholders and DIP Note Purchasers. Goodwin Procter LLP and Pepper Hamilton LLP advised CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the bidder. Rockport Co. LLC and affiliates again sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10774) on June 15, 2023. In the petition filed by Joseph Marchese, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million each. In the new Chapter 11 cases, the Debtors tapped POTTER ANDERSON & CORROON LLP as counsel; STIFEL FINANCIAL CORP. as investment banker; and PKF CLEAR THINKING as personnel provider. EPIQ CORPORATE RESRUCTURING, LLC, is the claims agent. ROCKPORT CO: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of The Rockport Company, LLC. The committee members are: 1. Stella International Trading (Macao Commercial Offshore) Limited Attn: Andy Tam, C.F.O.F lat C, 20/F., MG Tower 133 Hoi Bun Road Kowloon, Hong Kong Phone: 852-2956 1339 Email: andy.tam@stella.com.hk 2. East Mount Shoes, Ltd. Attn: David Rosenfelt F202 Huifun International Nange Zhong Rd. Daojiao, Donguan Guandong, China 523170 Phone: 310-948-9224 Email: drosenfelt@eastmountshoes.com 3. Farida Shoes Private Limited Attn: Israr Ahmed 17,290/7E/1 Jalal Road, Ambur, 22 635802 India Phone: +91 4174 244301 Email: arshad@farida.co.in 4. Chung Jye Shoes Holdings Limited Attn: Vannessa Yung No. 628, Sec. 4, Chung Ching Rd. Ta Ya District 42880 Taichung, Taiwan Phone: 214-415-7973 Email: vanessa.yung@yahoo.com 5. EFL Global LLC Attn: William Wilkening, C.O.O. 2100 NW 97th Ave, Suite 100 Miami, FL 33133 Phone: 786-556-2350 Email: billw@efl.global 6. Industria De Calcados Karlitos Ltda. Attn: Julia de Carvalho Panicio Benedito Merlino, 14405-448 Franca, Brazil Phone: 55 16 99253-5637 Email: exportacao@karliotos.com.br 7. Callidus Shoemakers Pvt Ltd Attn: Deepak Sridhar S.F. No. 2/2A, M C Road, Kulithigai Village Madanur, Ambur Tk, Tamilnadu 635804 India Phone: +91 97407 09424 Email: deepak@callidusshoes.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 Rockport Co. LLC Rockport Co. LLC -- https://www.rockport.com/ -- offers a collection of men's and women's brands that provide comfortable shoes for every occasion. The Rockport Company and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., first sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018. The business was taken out of bankruptcy after the Court approved the sale of substantially all of The Rockport Company's assets to an affiliate of Charlesbank Equity Fund IX, LP. In the prior Chapter 11 cases, the Debtors tapped Richards, Layton & Finger, P.A. as bankruptcy counsel; Borden Ladner Gervais LLP as Canadian counsel; Houlihan Lokey Capital, Inc., as investment banker; and Alvarez & Marsal North America LLC, as restructuring advisor. The official committee of unsecured creditors tapped Cooley LLP, and Whiteford, Taylor & Preston LLC as counsel. Pachulski Stang Ziehl & Jones LLP represented the Prepetition Noteholders and DIP Note Purchasers. Goodwin Procter LLP and Pepper Hamilton LLP advised CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the bidder. Rockport Co. LLC and affiliates again sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10774) on June 15, 2023. In the petition filed by Joseph Marchese, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million each. In the new Chapter 11 cases, the Debtors tapped Potter Anderson & Corroon LLP as legal counsel; Stifel Financial Corp. as investment banker; and PKF Clear Thinking as personnel provider. Epiq Corporate Restructuring, LLC is the claims agent. ROLPA TRUCKING: Seeks to Hire Ryan Legal Services as Counsel ------------------------------------------------------------ Rolpa Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to employ Ryan Legal Services, Inc. as its counsel. The firm will render these services: (a) take appropriate action with respect to secured and priority creditors; (b) take appropriate action with respect to possible voidable preferences and transfers; (c) prepare necessary legal documents; (d) investigate the Debtor's accounts and financial transactions related thereto; and (e) perform all other legal services for the Debtor. The Debtor requests to retain the firm as counsel under a general retainer and hourly fee agreement. Kevin M. Ryan, Esq., 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: Kevin M. Ryan, Esq. Ryan Legal Services, Inc. 209 N. Joachim Street P.O. Box 2161 Mobile, AL 36652 Telephone: (251) 431-6012 Facsimile: (877) 499-5130 Email: ryanlegalservices@gmail.com About Rolpa Trucking Rolpa Trucking, LLC operates in the general freight trucking industry. The company is based in Grand Bay, Ala. Rolpa Trucking filed a Chapter 11 petition (Bankr. S.D. Ala. Case No. 23-11268) on June 5, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Roland J. Collins, president, signed the petition. Judge Henry A. Callaway oversees the case. Kevin M. Ryan, Esq., at Ryan Legal Services, Inc., is the Debtor's legal counsel. RUTHERFORD ENTERPRISES: Jodi Dubose Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler P.A. as Subchapter V trustee for Rutherford Enterprises 1, LLC. Ms. Dubose will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Dubose declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jodi Daniel Dubose, Esq. Stichter, Riedel, Blain & Postler P.A. 41 N. Jefferson Street, Suite 111 Pensacola, FL 32502 Phone: (850) 637-1836 Email: jdubose@srbp.com About Rutherford Enterprises Rutherford Enterprises 1, LLC, a company in Tallahassee, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40217) on June 16, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Charles M Rutherford, Sr., manager, signed the petition. Byron W. Wright III, Esq., at Bruner Wright, P.A. is the Debtor's legal counsel. SHUTTERFLY LLC: Davis Polk Advises Lenders on $200M Financing ------------------------------------------------------------- Davis Polk is advising an ad hoc group of noteholders and lenders in connection with an aggregate $200 million new first-lien term loan facility and senior secured first-lien notes issuance for Shutterfly, LLC and certain of its subsidiaries backstopped by the ad hoc group. The new-money financing has the benefit of collateral and guarantees provided by existing subsidiaries of Shutterfly on an equal priority basis with existing indebtedness as well as first-priority liens and guarantees provided by newly established "Finco" entities. In connection with the transaction, certain intellectual property assets were transferred from existing Shutterfly entities to the Finco entities. Participating debtholders are also exchanging existing indebtedness for new term loans and senior secured notes secured and guaranteed by the "Finco" entities on a second priority basis and by existing subsidiaries on an equal priority basis with the new-money and existing indebtedness. In addition, existing unsecured notes are exchanging into unsecured notes with guarantees by both the existing and the "Finco" entities. Shutterfly and its family of brands make up one of the leading e-commerce companies for personalized products and custom design. Shutterfly and its family of brands are organized into three divisions: Consumer, Lifetouch and Shutterfly Business Solutions. Shutterfly is majority-owned by certain investment funds managed directly or indirectly by Apollo Global Management, Inc. and its subsidiaries and affiliates. The Davis Polk restructuring team includes partners Damian S. Schaible and Natasha Tsiouris, counsel Jon Finelli and Christopher Robertson and associates Stella Li and Kate Somers. The finance team includes partner Kenneth J. Steinberg and associate Jeffrey Hon. The capital markets team includes partner Dan Gibbons and associate Claudia Carvajal Lopez. Members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. Shutterfly, LLC is an American photography, photography products, and image sharing company, headquartered in Redwood City, California. SONOMA PHARMACEUTICALS: Incurs $5.2M Net Loss in FY Ended March 31 ------------------------------------------------------------------ Sonoma Pharmaceuticals, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $5.15 million on $13.27 million of revenues for the year ended March 31, 2023, compared to a net loss of $5.08 million on $12.63 million of revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $16.23 million in total assets, $8.25 million in total liabilities, and $7.98 million in total stockholders' equity. Atlanta, Georgia-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 21, 2023, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001367083/000168316823004323/sonoma_i10k-033123.htm About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate skin and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. SPIN HOLDCO: MetWest Flex Marks $2.6M Loan at 16% Off ----------------------------------------------------- Metropolitan West Fund's Flexible Income Fund has marked its $2,695,000 loan extended to Spin Holdco, Inc to market at $2,273,421 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 Term Loan B, 1st Lien Loan (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. SPIN HOLDCO: MetWest IB Marks $228,235 Loan at 16% Off ------------------------------------------------------ Metropolitan West Fund's Intermediate Bond Fund has marked its $228,235 loan extended to Spin Holdco, Inc to market at $192,532 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. Intermediate Bond Fund is a participant in a Term Loan B, 1st Lien Loan (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. SPIN HOLDCO: MetWest LDB Marks $168,092 Loan at 16% Off ------------------------------------------------------- Metropolitan West Fund's Low Duration Bond Fund has marked its $168,092 loan extended to Spin Holdco Inc to market at $141,798 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. Low Duration Bond Fund is a participant in a First Lien Term Loan (LIBOR plus 4%) to Spin Holdco Inc. The loan accrues interest at a rate of 8.99% 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. 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. SPRING MOUNTAIN: Taps Grobstein Teeple as Accountant ---------------------------------------------------- Spring Mountain Vineyard, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Grobstein Teeple, LLP. The Debtor requires an accountant to: a. review material court filings and information about the Debtor's finances; b. review the Debtor's most recent financial statements; c. review current and past organization charts, confirm the classification of the Debtor for state law and tax purposes, and identify any changes in organization structure during the relevant time period; d. review the capitalization table for the Debtor, confirm the classification of instruments as equity for tax, review any material capital transactions or transfers (e.g. transfers to trusts); e. review intercompany and shareholder debt and determine debt-equity classification for tax and any corresponding impacts on net operating loss carryovers (NOL); f. third-party debt diligence and technical analysis, review debt documents, confirm debt characterization for tax, determine recourse or non-recourse for tax, determine whether any significant modifications have occurred, and determine whether Internal Revenue Code 163 and any other interest limitation provision has been correctly determined for any taxable year relevant to the amount and vintage of NOL carryovers; g. review U.S. federal and material state tax returns for all relevant periods (open years and years material to NOL carryovers); h. create asset listing and tax basis balance sheet, create tax basis balance sheet and determine tax attributes of material assets (e.g., tax basis, depreciation schedule, qualification for expensing) for both U.S. federal and state income tax purposes; i. determine amount of other material tax attributes for U.S. federal and state purposes; j. determine and validate the amount and vintage of NOL carryovers for U.S. federal and all material state income tax purposes-identify circumstances giving rise to the NOL carryovers and diligence, review and analyze any transaction or filing position that materially contributed to any NOL carryover, review and analyze any equity shift or ownership change to determine whether any NOL carryover is potentially limited; determine whether the limitation may be increased or decreased by any NUBIG or NUBIL that exists; k. coordinate with the parties' legal advisors to analyze the federal and state tax consequences of the sale; l. review the financial model and incorporate expected U.S. federal and state tax consequences-model net present value of the expected tax shield from depreciation and expensing of acquired assets, determine whether acquired assets qualify for expensing, determine the depreciation schedules for material depreciable assets, and determine whether the expected tax shield is maximized by expensing and depreciating assets eligible for expensing; m. determine and analyze the material U.S. federal and state income tax impact of CODI (Cancellation of Indebtedness income); n. discuss and analyze assumed or actual fire insurance proceeds, if any, and involuntary conversion of U.S. federal and state income tax and tax accounting consequences; o. review and comment on tax aspects of transaction agreements and court filings; p. determine transfer tax consequences, if any; and q. analyze the tax consequences of any plan of reorganization proposed by Debtor, if any. The firm will be paid at these rates: Partners and Principals Name Rate Grobstein, Howard $595 per hour Teeple, Joshua $525 per hour Boffill, Kermith $390 per hour Garlie, Michael $515 per hour Howard, Benjamin $500 per hour Lundeen, Brian $425 per hour Mehra, Dimple $375 per hour Rasmussen, Erik $515 per hour Rojany, Rachel $375 per hour Roopenian, Steven $325 per hour Shamas, Eddie $360 per hour Stake, Kurt $550 per hour Wright, Kailey $375 per hour Managers and Directors Name Rate Adams, Dehlia $350 per hour Chamichyan, Silva $335 per hour Chun, Jessie $285 per hour McCarthy, Michael $290 per hour Medina, Tony $250 per hour Solares, Ken $285 per hour Thomsen, William $405 per hour Professionals Name Rate Ashkar, Paul $245 per hour Boffill Santan, Virgilio Amado $85 per hour Butler, Tom $275 per hour Ciezczak, Matt $185 per hour Cooper, Nicholas $185 per hour De Souza Ferreyra, Kevin $275 per hour Faith, Benjamin $125 per hour Judkowitz, Loren $85 per hour Kent, Justin $125 per hour McCallum, Breanna $165 per hour McCarthy, Nolan $145 per hour Meacham, Kevin $265 per hour Monreal, Melissa $95 per hour Montes Barahoma, Julia Maritza $85 per hour Muga, Tracey $200 per hour Pei-Wen, Lin (Lynn) $225 per hour Qin, Kunpeng (aka Ada Qin) $145 per hour Siegel, Brian $275 per hour Paraprofessionals Name Rate Borba, Brooke $145 per hour Carranza, Wendi $135 per hour Galarza, Clara $115 per hour Lee, Sophia $100 per hour Nino, Claudia $85 per hour Rice, Lynn $125 per hour Weiss, Denise $95 per hour Zerehi, Ken $85 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Howard Grobstein, a partner at Grobstein Teeple, 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 B. Grobstein Grobstein Teeple LLP 6300 Canoga Avenue Ste, 1500W Woodland Hills, CA 91367 Tel: (818) 532-1020 About Spring Mountain Vineyard Spring Mountain Vineyard, Inc. is a privately-owned estate comprised of four vineyards. Its beneficial owner is Jacob Safra who also owns Encyclopaedia Britannica, Inc. Spring Mountain Vineyard sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-10381) on Sept. 29, 2022, with $100 million to $500 million in both assets and liabilities. Constantine S. Yannias, president of Spring Mountain Vineyard, signed the petition. Judge Charles Novack oversees the case. The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel; Cohen Tauber Spievack & Wagner PC, Stanzler Law Group, PC, and Abbott & Kindermann, Inc. as special counsels; BNP Paribas Securities Corp. as investment banker; and Grobstein Teeple, LLP as accountant. Getzler Henrich & Associates, LLC and Jigsaw Advisors, LLC provide interim management services and outside winery operations and management services, respectively. STARRY GROUP: Seeks to Extend Plan Exclusivity to October 20 ------------------------------------------------------------ Starry Group Holdings, Inc. and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods for the filing of a Chapter 11 plan and solicitation of acceptances thereof to October 20, 2023 and December 19, 2023, respectively. Unless extended, the plan period and solicitation period expires on June 22, 2023 and August 21, 2023, respectively. The Debtors claim that they have achieved significant progress in their Chapter 11 cases, where they have: (a) prepared and filed their Schedules of Assets and Liabilities, Statements of Financial Affairs, monthly operating reports, and 2015.3 report, (b) obtained Court approval of debtor in possession financing necessary to fund the Chapter 11 cases, (c) responded to various information requests from the U.S. Trustee and the Committee, (d) responded to other general inquiries from interested parties, (e) retained professionals, (f) established a general bar date and provided notice to all parties, (g) obtained the Confirmation Order confirming the Plan, and (h) handled the various other tasks related to the administration of the Debtors' bankruptcy estates and the Chapter 11 cases. The Debtors also stated that its advisors have devoted a significant amount of time and effort towards ensuring a smooth transition of the Debtors' operations into chapter 11 and in exploring all value-maximizing alternatives for the Debtors' estates. The Debtors explained that accomplishing these tasks has been a labor-intensive process, fully occupying the Debtors' representatives and professionals. Furthermore, the Debtors' are awaiting regulatory approval of the transactions contemplated by the Plan in order for the Plan to become effective. 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. STEWART BOUNCE: Seeks to Hire Steidl & Steinberg as Legal Counsel ----------------------------------------------------------------- Stewart Bounce, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Steidl & Steinberg, PC to handle its Chapter 11 case. Christopher Frye, Esq., an attorney at Steidl & Steinberg, will be paid at his hourly rate of $350, plus reimbursement for expenses incurred. Prior to the petition date, the Debtor paid the firm a retainer of $6,000, plus the filing fee of $1,738. Mr. Frye disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher M. Frye, Esq. Steidl & Steinberg, PC 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Telephone: (412) 391-8000 Email: chris.frye@steidl-steinberg.com About Stewart Bounce Stewart Bounce, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21313) on June 18, 2023, listing under $1 million in both assets and liabilities. Judge Carlota M. Bohm oversees the case. Christopher M. Frye, Esq., at Steidl & Steinberg, PC serves as the Debtor's legal counsel. SUN PACIFIC: Signs 2-Year Distribution Deal With GEP New Energy --------------------------------------------------------------- Sun Pacific Holding Corp., through its wholly owned subsidiary, Sun Pacific Power Corp., entered into a 2-year exclusive distribution agreement with GEP New Energy Co. Ltd., a Vietnamese solar panel manufacturing company. Pursuant to the terms of the Exclusive Distribution Agreement, Sun Pacific Power Corp. will be the exclusive distributor of GEP solar panels in the United States up to 5 Megawatts total solar panel rating, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. About Sun Pacific Headquartered in Manalapan NJ, Sun Pacific Holding Corp. -- http://www.sunpacificholding.com-- is a diversified publicly traded holding company encompassing the following subsidiaries: Sun Pacific Power Corp, Street Smart Outdoor Corp, and National Mechanical Corp. Its focus is protecting the environment by adapting new green technologies and developing synergy across its subsidiaries. As of March 31, 2023, the Company had $139,380 in total assets, $3.34 million in total liabilities, and a total stockholders' deficit of $3.20 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations since inception and has a significant working capital deficiency, both of which raise substantial doubt about its ability to continue as a going concern. T. JONES TRUCKING: Seeks to Hire BransonLaw as Bankruptcy Counsel ----------------------------------------------------------------- T. Jones Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as its legal counsel. The Debtor requires legal counsel to: a. prosecute and defend any causes of action on behalf of the Debtor and prepare legal papers; b. assist in the formulation of a Chapter 11 plan of reorganization; and c. provide all other services of a legal nature. The firm will be paid at hourly rates ranging from $200 to $595 per hour. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Jeffrey Ainsworth, Esq., a partner at BransonLaw, 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: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Tel: (407) 894-6834 Fax: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About T. Jones Trucking T. Jones Trucking, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 23-01392) on April 14, 2023, with as much as $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by BransonLaw, PLLC. TANNER CONSTRUCTION: Jodi Daniel Dubose Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 21 appointed Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler P.A. as Subchapter V trustee for Tanner Construction Group, LLC. Ms. Dubose will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Dubose declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jodi Daniel Dubose, Esq. Stichter, Riedel, Blain & Postler P.A. 41 N. Jefferson Street, Suite 111 Pensacola, FL 32502 Phone: (850) 637-1836 Email: jdubose@srbp.com About Tanner Construction Tanner Construction Group, LLC, a company in Alachua, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-10112) on June 16, 2023, with $510,198 in assets and $1,859,277 in liabilities. Christopher M. Tanner, managing member, signed the petition. Lisa C. Cohen, Esq., at Ruff & Cohen, P.A. is the Debtor's legal counsel. THOMAS M. COOLEY LAW SCHOOL: S&P Lowers ICR/Debt Rating to 'B-' --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating (ICR) to 'B-' from 'BB-' on Thomas M. Cooley Law School (Cooley), Mich., and its long-term rating to 'B-' from 'BB-' on Michigan Finance Authority's series 2014 limited obligation revenue bonds issued for Cooley. The outlook remains negative. "The downgrade reflects our opinion of Cooley's severe enrollment declines and extremely weak operations, with a deficit of 34% in fiscal 2022, leading to a debt service covenant violation in fiscal 2022," said S&P Global Ratings credit analyst Megan Kearns. Management reports it has negotiated a forbearance agreement with bondholders, but this has not been formalized. If bondholders choose to accelerate repayment, it will impair the school's ability to continue operations, absent timely and significant property sales. The negative outlook reflects the uncertainty related to Cooley's negotiation of a forbearance agreement with bondholders and the uncertainty whether the school will be able to meet updated ABA accreditation standards by June 2025. S&P expects negative operations in fiscal 2023 will result in another violation of the school's debt service coverage covenant. S&P could consider a negative rating action if bondholders accelerate repayment. If the school is unable to materially increase financial resources through property sales, an acceleration of debt service could pressure the school's ability to meet financial commitments while continuing as a going concern. S&P could consider a positive rating action if the school finalizes a forbearance agreement with bondholders while generating increased resources from property sales and improved operations. S&P would also expect Cooley to improve its ABA exam passage rate such that accreditation risks are mitigated and demand improves. Total debt at fiscal 2022 year-end was approximately $62.1 million, consisting entirely of the series 2014 fixed-rate bonds. Excluding debt defeased since fiscal 2022 year-end and the principal payment made on July 1, 2022, pro forma debt measures $45.5 million. TOPPOP LLC: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: TopPop LLC DBA TopPop Packaging 44 Seabro Avenue Amityville, NY 11701 Business Description: The Debtor operates a beverage manufacturing business. Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-72310 Judge: Hon. Alan S. Trust Debtor's Counsel: Richard S Feinsilver, Esq. RICHARD S FEINSILVER, ESQ. One Old Country Road Suite 347 Carle Place, NY 11514 Tel: 516-873-6330 Fax: 516-873-6183 Email: feinlawny@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard DeCicco as president and CEO of Iconic Brands, Inc., managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/242AVUQ/TopPop_LLC__nyebke-23-72310__0001.0.pdf?mcid=tGE4TAMA TORRID LLC: Moody's Lowers CFR to 'B2', Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded Torrid LLC's ratings, including the corporate family rating to B2 from B1, probability of default rating to B2-PD from B1-PD, and senior secured term loan rating to B2 from B1. The SGL-2 speculative grade liquidity rating (SGL) remains unchanged, and the outlook is stable. The downgrade reflects the greater than previously anticipated declines in Torrid's comparable sales and earnings over the past several quarters, and Moody's expectation for further deterioration in 2023 leading to continued limited free cash flow generation. The declines in operating income when combined with a higher interest rate environment will also lead to a sustained weakening in interest coverage. In 2023 EBITDA could decline below 2019 levels, as Torrid's customers spend less on discretionary items, while higher costs and continued promotional activity could drive margin declines. In 2024, Moody's expects EBITDA to improve towards 2022 levels, as markdowns moderate and the company resumes store growth, however free cash flow will remain modest. Moody's forecasts EBITA/interest will fall to 1.6x at the end of 2023 before improving to 2.2x in 2024. Moody's took the following rating actions for Torrid LLC: Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured Bank Credit Facility, Downgraded to B2 from B1 Outlook, Remains Stable RATINGS RATIONALE Torrid's B2 CFR is constrained by the company's relatively small scale, fashion risk, operations in the highly competitive and fragmented apparel sector, and exposure to mall traffic in about two-thirds of its stores. Although comparable sales had grown over 10% for several years prior to the pandemic, Torrid's pre-pandemic track record of positive earnings and cash flow generation was relatively short. Over the past year, the company has had significant change in its leadership team, and is adapting its approach to marketing, promotions and merchandising to improve operating performance. In addition, Moody's believes that Torrid needs to further invest in omnichannel and digital capabilities to bring them in line with those of larger peers. Following a weak 2022 and Q1 2023, Moody's projects that high product costs, elevated promotional activity and lower consumer demand will drive further earnings declines in 2023, increasing Moody's-adjusted debt/EBITDA to 3.3x in 2023 from 3.0x as of April 29, 2023. EBITA/interest expense is expected to decline to 1.6x from 2.2x, in part driven by higher interest rates. The rating also incorporates governance considerations, including private equity control and Torrid's decision to buy back shares in late 2021-early 2022 even as operating performance was declining. As an apparel retailer, the company also needs to make ongoing investments in environmental and social factors including responsible sourcing, product and supply sustainability, privacy and data protection. The rating is supported by Moody's expectations that despite expected earnings declines, Torrid will have moderate leverage and good liquidity over the next 12-18 months. Moody's expects modest positive free cash flow in 2023 and good availability under the $150 million asset-based revolver. The credit profile also benefits from the company's differentiated position in the niche plus-sized women's apparel category, with a focus on fit that drives high customer loyalty. The company has a balanced mix of store and digital sales, with e-commerce representing about 61% of revenue. The stable outlook reflects Moody's expectations for good liquidity and moderate leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if operating performance sustainably improves, including both a revenue recovery and margin expansion. A ratings upgrade would require very good liquidity, including consistent solid cash flow generation that well exceeds mandatory term loan amortization, and a commitment to a balanced financial policy. Quantitatively, the ratings could be upgraded if Moody's-adjusted debt/EBITDA is sustained below 4 times and EBITA/interest expense above 2.5 times. The ratings could be downgraded if earnings deteriorate more than anticipated, if liquidity weakens, including increased revolver reliance, or financial policies become more aggressive. Quantitatively, the ratings could be downgraded if Moody's-adjusted debt/EBITDA is sustained above 4.75 times or EBITA/interest expense is below 1.75 times. Torrid LLC is a designer and retailer of apparel, intimates and accessories in North America, targeting women that wear sizes 10-30. The company's products are sold through its e-commerce operations and over 600 company-operated retail stores. Revenue for the twelve months ended April 29, 2023 was approximately $1.3 billion. The company is publicly traded but majority-owned by funds affiliated with Sycamore Partners. The principal methodology used in these ratings was Retail published in November 2021. TRIMED HEALTHCARE: Wins Cash Collateral Access Thru July 19 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Trimed Healthcare, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through July 19, 2023. The Debtor requires the use of cash collateral to continue operating its business. The Debtor obtained an Economic Injury Disaster Loan credit facility from the United States Small Business Administration, which is a term loan in the principal amount of $500,000. The Credit Facility is evidenced by the Loan and Security Agreement, dated December 17, 2021 by and among the Debtor, as borrowers, and the SBA, as lender. Amounts outstanding under the Credit Facility are secured by a perfected UCC-1 security interest in all of the Debtor's business assets. As of the Petition Date, an aggregate amount of approximately $400,000 was outstanding under the Credit Facility. As adequate protection, the SBA is granted a valid, automatically perfected and fully enforceable, replacement security interest and first lien in all of the Debtor's assets and the proceeds thereof. To the extent the Replacement Liens prove insufficient to protect the Secured Creditor's interest in and to the Collateral and the cash collateral, the Secured Creditor will have a superpriority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against the Debtor. The Adequate Protection Payments and Replacement Liens granted will be automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditor taking possession. These events constitute a "Termination Event" under the Cash Collateral Order: (i) The Chapter 11 Case will be dismissed or converted to a case under Chapter 7 of the Bankruptcy Code; or a Chapter 11 trustee, or an examiner with expanded powers, shall be appointed in the Chapter 11 Case; (ii) An order or orders will be entered by the Bankruptcy Court or any other court approving any claims for recovery of amounts under 11 U.S.C. section 506(c); (iii) The Bankruptcy Court or any other court will enter an order granting relief from the automatic stay applicable under 11 U.S.C. section 362 to the holder or holders of any security interest (other than the security interests of the Secured Creditor to the extent granted in this Order) in any assets of the Debtor allowing such holder or holders to foreclose or otherwise realize upon any such security interests which assets have an aggregate value in excess of $25,000. A further hearing on the matter is set for July 12 at 5 p.m. A copy of the order is available at https://urlcurt.com/u?l=MkTx5N from PacerMonitor.com. About TriMED Healthcare TriMED Healthcare LLC -- https://www.trimedhealthcare.net -- provides an array of home care services for those who have disabilities or simply require a companion. Its services include personal care, respite care, friendly reassurance, and intermittent chore assistance. TriMED Healthcare LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-10847) on March 24, 2023. In the petition filed by Beverley George-Jordan, as president, the Debtor reported assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Patricia M Mayer oversees the case. Leona Mogavero, Esq., has been appointed as Subchapter V trustee. The Debtor is represented by Frank S. Marinas, Esq., at Maschmeyer Marinas P.C. TRINITY INDUSTRIES: Moody's Rates New Senior Unsecured Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Trinity Industries, Inc.'s proposed senior unsecured notes. All other ratings for Trinity are unaffected at this time, including the Ba2 corporate family rating, Ba2-PD probability of default rating and the Ba2 rating on the existing senior unsecured notes due in 2024 ("2024 notes"). The outlook is stable. The SGL-3 speculative grade liquidity rating is unchanged. Proceeds from the new $400 million bond issuance are expected to repay Trinity's existing 2024 notes. Moody's will withdraw the rating on these notes once they are repaid upon transaction close. Assignments: Issuer: Trinity Industries, Inc. Senior Unsecured Regular Bond/Debentures, Assigned Ba2 RATINGS RATIONALE The Ba2 corporate family rating reflects Trinity's position as a leading railcar lessor, with a diversified railcar fleet and customer base, and manufacturer of new railcars in North America. Contractual lease revenues and high fleet utilization rates underpin the stability of the railcar leasing business, along with a fairly high lease renewal rate that helps to mitigate residual value risk. The company also has good access to external liquidity, including its revolving credit facility and significant unencumbered assets. However, Trinity is considerably reliant on secured debt, which reduces its financial flexibility. Moody's estimates the proportion of secured debt to total assets exceeds 50%, following a gradual increase in the loan-to-value of the lease portfolio using securitized debt. Demand for new railcars is cyclical, as a decline in rail freight drives an oversupply of railcars in the industry and leads to lower deliveries. A focus by Class 1 railroads on improving their asset utilization has also impacted deliveries in recent years. Lease rates for Trinity's railcars can also experience downward pressure during periods of oversupply. To mitigate the risk of demand fluctuations, Trinity has reduced the break-even level of railcar deliveries through initiatives around its manufacturing footprint, outsourcing lower-value operations and utilizing more automated processes. The stable outlook reflects Moody's expectation for healthy lease rates to continue, supported by ongoing scrapping of aging railcars and still high utilization of the North American railcar fleet, conditions that should support order demand for new railcars in the near term. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded with a material increase in the size of the railcar leasing business relative to the manufacturing and other operations, provided that funding of this expansion does not materially weaken the capital adequacy and liquidity of the leasing business. A lower proportion of secured debt to total leasing assets would also be an important consideration. EBITA margin sustained in the high teens and improved liquidity, including a robust unrestricted cash balance could support a ratings upgrade. The ratings could be downgraded if Moody's expects a weakening of the capital adequacy and liquidity of the leasing business, in particular if the proportion of secured debt to total leasing assets continues to increase. The ratings could also be downgraded if Moody's expects the EBITA margin to be sustained below 15% or if the railcar manufacturing segment fails to demonstrate break-even profit at current railcar deliveries. Diminishing prospects for an increase in demand for new railcars could also contribute to a ratings downgrade. The principal methodology used in this rating was Manufacturing published in September 2021. Trinity Industries, Inc. manufactures freight and tank railcars and provides leasing, management and other railcar related services. Revenue for the twelve months ended March 31, 2023, was approximately $2.1 billion. TRINITY INDUSTRIES: S&P Rates New $400MM Sr. Unsecured Notes 'BB+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Trinity Industries Inc.'s proposed $400 million senior unsecured notes. The '3' recovery rating indicates its expectation that lenders would receive meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The company will use the proceeds from these notes to temporarily repay the outstanding borrowings under its revolving credit facility and for general corporate purposes, which could include repaying its $400 million unsecured notes due Oct. 1, 2024. S&P would view the repayment of its 2024 notes as positive for its liquidity. The revolving credit facility matures in July 2027; however, its maturity would accelerate to July 2, 2024, if Trinity fails to repay the unsecured notes in full by that date. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- The '3' recovery rating (50%-70%; rounded estimate: 55%) on the proposed $400 million senior unsecured notes indicates S&P's expectation for meaningful recovery. -- S&P's simulated default scenario assumes a payment default in 2028 due to lower freight demand stemming from a deep economic recession that reduces manufacturing and leasing demand and leads to customer defaults. -- S&P values the company as a going concern on a discrete asset basis. S&P's valuation reflects our estimate of the value of various assets based on their net book value after adjusting for expected realization in a distressed scenario. Simulated default assumptions -- Year of default: 2028 -- Valuation split (obligor/nonobligor): 11%/89% Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.5 billion -- Nonobligor subsidiary value: $4 billion -- Priority claims at nonobligor subsidiaries: $4 billion -- Nonobligor value available to obligors: $2.3 million -- Net enterprise value of obligors: $507 million -- Total value available to unsecured claims: $510 million -- Unsecured debt claims: $913 million --Recovery expectations: 50%-70% (rounded estimate: 55%) Note: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. TROIKA MEDIA: Regains Compliance With Nasdaq Bid Price Requirement ------------------------------------------------------------------ The Listing Qualifications Department of The Nasdaq Stock Market notified Troika Media Group, Inc. that the Company had regained compliance with the Minimum Bid Price Rule based on the closing bid price of the Company's common stock having been at $1.00 per share or greater for 10 consecutive business days. The Staff's notification indicated that this matter is now closed. On May 16, 2023, Troika Media received a Staff Delisting Determination from Nasdaq indicating that the Company was not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. About Troika Troika Media Group, Inc. (fka M2 nGage Group, Inc.) -- thetmgrp.com -- is a professional services company that architects and builds enterprise value in consumer facing brands to generate scalable performance driven revenue growth. The Company delivers three solutions pillars that: CREATE brands and experiences and CONNECT consumers through emerging technology products and ecosystems to deliver PERFORMANCE based measurable business outcomes. Troika Media reported a net loss of $9.58 million for the six months ended Dec. 31, 2022. Troika Media reported a net loss of $38.69 million for the year ended June 30, 2022, a net loss of $16 million for the year ended June 30, 2021, and a net loss of $14.45 million for the year ended June 30, 2020. U.S. TELEPACIFIC: S&P Upgrades ICR to 'CCC', Outlook Negative ------------------------------------------------------------- S&P Global raised its issuer credit rating on U.S.-based competitive local exchange carrier and cloud communications provider U.S. TelePacific Holdings Corp. (doing business as TPx Communications) to 'CCC' from 'SD' (selective default). S&P said, "At the same time, we assigned a 'CCC' issue-level rating and '3' recovery rating to the company's new $332 million first-lien credit facility and a 'CC' issue-level rating and '6' recovery rating to its new $33 million third-lien credit facility. The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The '6' recovery rating indicates our expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of a payment default. "The negative outlook reflects the potential for a downgrade if TPx's operating conditions do not improve, resulting in limited earnings growth such that we believe an additional restructuring transaction or a covenant breach is imminent." TPx completed the exchange of its $655 million super-priority credit facility ($639 million outstanding) due 2026 as well as $19 million of its existing revolving credit facility due 2025 for a new debt structure that consists of three separate tranches. S&P said, "Following TPx's debt restructuring, we continue to view its capital structure as unsustainable given the ongoing weak operating performance and pay-in-kind (PIK) feature of its term loans. TPx's new capital structure will comprise of a $332 million super-priority term loan (first-lien) due May 2026, a $5 million revolving credit facility (first-lien, fully drawn at close) due November 2025, a $397 million second-lien term loan due November 2026 that will be held by Siris, and a $33 million third-lien term loan due May 2027. In year one, the super-priority term loan requires the company to pay the secured overnight financing rate (SOFR) plus 100 basis points (bps) in cash and SOFR plus 600 bps PIK. In years two and three, TPx will have the option to pay SOFR plus 650 bps in cash or SOFR plus 100 bps cash and SOFR plus 625 (plus 700 bps in year 3) PIK. We expect the company to elect the PIK option to conserve cash flow. The second-lien term loan will have SOFR plus 600 PIK interest throughout its duration and the third-lien term loan bears no interest. Given the elevated PIK rates, we expect the company's leverage will continue to increase, notwithstanding the cash flow benefits. "Our base-case forecast assumes that TPx's EBITDA improves in the second half of this year due to cost reduction initiatives. We estimate the company will be able to reduce expenses by about $30 million this year once it fully shuts down colocations in incumbent facilities and disconnects legacy circuits. However, modest EBITDA growth will not be sufficient to offset ongoing free operating cash flow (FOCF) deficits and a higher debt balance due to the PIK on the term loans. Therefore, we expect S&P Global Ratings-adjusted debt to EBITDA will remain elevated at above 20x for the next couple of years. As a result, we view the capital structure as unsustainable longer term. "We expect Siris will contribute additional funds to TPx. As part of the debt restructuring, the new super-priority term loan is subject to the same $20 million minimum liquidity covenant (tested monthly). Siris Capital has historically contributed funds to TPx so that it maintains compliance with this covenant, and we expect it will continue to do so, although the additional capital is not contractually committed. Furthermore, while the company has a grace period until its maximum first-lien net leverage covenant is tested in September 2024, we believe there is risk that the company may not have sufficient headroom unless it is able to improve operating and financial results. "Improving earnings in 2023 could be challenging. TPx will need to demonstrate stronger top-line trends in the managed services segment to offset sharp revenue declines from legacy products, which may take more time to achieve. Our base-case forecast assumes that total revenue declines around 9% in 2023 as modest 2%-3% growth in managed services is more than offset by lower revenue from business services. To expand EBITDA margins, TPx will need to successfully execute its cost reduction plan, including the decommissioning of circuits leased from incumbent providers. If successfully executed, we estimate the company will be able to reduce costs by $30 million this year." Another headwind is the potential for a deteriorating macroeconomic environment. S&P Global economists forecast a shallow recession in 2023 with GDP growing a very modest 0.7% during the year. However, a steeper recession could have an outsized impact on TPx since it derives all its revenue from small- and medium-sized business (SMB) customers, which are most vulnerable to churn in an economic downturn. S&P said, "The negative outlook reflects the potential for a downgrade if TPx's operating conditions do not improve, resulting in limited earnings growth such that we believe an additional restructuring transaction or a covenant breach is imminent. "We could lower our ratings on TPx if we believe there is an increased risk of default or a covenant breach in the next six months. We could also lower the ratings if the company announces another debt exchange offer or restructuring. "We could raise the ratings if business prospects improved, providing a clear pathway to generate positive FOCF that would delay the need for another restructuring transaction." ESG credit indicators: E-2, S-2, G-3 S&P said, "Governance is a moderately negative consideration in our credit rating analysis of TPx. Our highly leveraged assessment of the company's financial risk profile reflects corporate decision-making that prioritizes the interests of its controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." UNITED NATURAL: S&P Downgrades ICR to 'B', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based grocery distributor and wholesaler United Natural Foods Inc.'s (UNFI) to 'B' from 'B+'. S&P also lowered the rating on the term loan to 'B+' from 'BB-' and the rating on the senior unsecured notes to 'CCC+' from 'B-'. The recovery ratings are unchanged at '2' and '6', respectively. The negative outlook reflects limited visibility into UNFI's profitability over the next 12 months, with an expectation for adjusted EBITDA margins to remain compressed in the mid- to high-2% range and S&P Global Ratings-adjusted debt to EBITDA to stay elevated in the low-5x area through 2024. UNFI's profitability will remain pressured through fiscal 2024 amid a challenging macroeconomic backdrop. For the third quarter ended April 29, 2023, UNFI's gross margin contracted 70 basis points (bps) to 13.3% year over year, mainly due to reduced procurement gains than in 2022. In addition, increased shrink and an unfavorable sales mix shift in the quarter affected the company as consumers traded down to lower-margin products. UNFI now expects net income of $11 million-$41 million in fiscal 2023, down from the $90 million-$142 million it guided to in the second quarter and $247 million-$266 million in the first quarter. Shortcomings related to UNFI's digital infrastructure inhibited its ability to account for forward-buy gains during its record 2022. UNFI benefitted from industrywide tailwinds in fiscal years 2021 and 2022 as forward-buys proved lucrative amid high inflation. However, management could not accurately forecast the impact of the reversal of this trend as inflation moderated from the COVID-19 pandemic-induced peak. The absence of adequate forecasting software will require the company to update its legacy programs at an inopportune time as competitive pressures mount, particularly from mass merchants. Elevated operating expenses associated with ongoing investments in automation and bolstering digital capabilities contributed to a 30-bps contraction in S&P Global Ratings-adjusted EBITDA margins to 2.8% on a trailing-12-months basis for the third quarter of 2023. UNFI recently announced cost-saving plans including a review of contracts with buyers and suppliers, rationalizing stock-keeping units, and a leaner organizational structure. S&P said, "We expect these initiatives to generate about $100 million in savings, though full realization will take more than 12 months. We forecast S&P Global Ratings-adjusted EBITDA to decline more than $100 million from $906 million in full-year 2022 to $794 million in 2023." S&P said, "We view UNFI's EBITDA margins as below average for the industry. The company's S&P Global Ratings-adjusted EBITDA margins have hovered in the high-2% to low-3% area since the Supervalu Inc. acquisition in 2018. While the transaction increased scale and cross-selling opportunities, management in its third quarter earnings call reported that Supervalu's long history of mergers and acquisitions limited UNFI's ability to understand the recent volatility within its businesses real time. This was exacerbated by supply chain constraints from the pandemic that remain unresolved. We note persistent risks in the highly competitive wholesale food distribution sector and with UNFI's concentrated exposure to Whole Foods Market Inc., which makes up about 20% of total sales and has a contract through 2027. As a result, we revised the business risk score for UNFI to weak from fair. "We anticipate S&P Global Ratings-adjusted leverage will increase over 5x at year-end 2023 and remain there through 2024. Despite the company's $130 million reduction in term loan borrowings through the third quarter of 2023, we believe credit quality will weaken due to weaker profitability. Included in our debt calculation is approximately $450 million of after-tax multiemployer pension plan obligations and single-employer obligations. Our debt adjustment includes an estimated company share of the underfunded portion of each significant plan. We note the term loan matures on Oct. 22, 2025, and we see a potential for more cash interest burden upon refinancing. Due to this and limited confidence in management forecasting, we apply a negative comparable ratings analysis modifier to reflect the added credit risk." The negative outlook reflects limited visibility into UNFI's profitability over the next 12 months, with an expectation for adjusted EBITDA margins to remain compressed in the mid- to high-2% range and S&P Global Ratings-adjusted debt to EBITDA to stay elevated in the low-5x area through 2024. S&P said, "We could lower our rating on UNFI if S&P Global Ratings-adjusted leverage deteriorates to 6x or S&P Global Ratings-adjusted free operating cash flow (FOCF) remains below 5% on a sustained basis. In such instances, we would likely view UNFI's prospects for an operational rebound as limited, including adjusted EBITDA margins declining at least 40 bps below our forecast. "We could revise the outlook to stable if we come to expect UNFI will maintain S&P Global Ratings-adjusted debt to EBITDA of less than 6x and FOCF to debt of more than 5%. In this scenario, we would expect S&P Global Ratings-adjusted EBITDA margins to improve toward the 3% area. We also would expect the company to be well on its way to upgrading its forecasting software." Environmental, Social, And Governance ESG credit indicators: to E-2, S-2, G-3; from E-2, S-2, G-2 S&P said, "Governance factors are now a moderately negative consideration in our credit rating analysis of UNFI. UNFI has been unable to identify in real-time benefits associated with its forward-buys in fiscal 2022 due to forecasting challenges resulting from its complex digital infrastructure. This has resulted in two consecutive quarters of downward guidance revisions in fiscal 2023 when such benefits were not repeated. We view this concern related to visibility as creating uncertainty around its ability to forecast in the short-term and as specific to UNFI and not systemic to the industry. We also believe remedying its digital infrastructure to address these issues will take at least 24 months to resolve." Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Risk management, culture, and oversight VALCAL INC: Seeks to Hire BransonLaw PLLC as Bankruptcy Counsel --------------------------------------------------------------- Valcal, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ BransonLaw, PLLC as its counsel. The firm will render these services: (a) prosecute and defend any causes of action on behalf of the Debtor; (b) prepare legal papers; (c) assist in the formulation of a plan of reorganization; and (d) provide all other services of a legal nature. The hourly rates of the firm's counsel and staff range from $495 to $200. Prior to the commencement of this Chapter 11 case, the Debtor paid an advance fee of $3,553 for post-petition services and expenses and the filing fee of $1,738. Jeffrey Ainsworth, Esq., an attorney at BransonLaw, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. Flentke Legal Consulting, PLLC, Of Counsel BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Valcal Inc. Valcal Inc. manages and operates two delivery routes for FedEx Ground. One of the routes is in Jacksonville, Florida; and the other is near Ocoee, Florida. Valcal Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01675) on May 2, 2023. In the petition filed by Giovanni Martinez, president, the Debtor reported total assets of $970,720 and total liabilities of $2,055,075. The petition states that funds will be available to unsecured creditors. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC is the Debtor's legal counsel. VENUS IN PERPETUUM: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Venus In Perpetuum, Inc. 922 Old Post Rd Bedford, NY 10506-1216 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 28, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-22497 Judge: Hon. Sean H. Lane Debtor's Counsel: H Bruce Bronson, Esq. BRONSON LAW OFFICE, P.C. 480 Mamaroneck Ave Harrison, NY 10528-1621 Tel: (877) 385-7793 Email: hbbronson@bronsonlaw.net Total Assets: $1,100,000 Total Liabilities: $1,139,974 The petition was signed by Han Ozdenak as chief operating officer. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UJIFZJI/Venus_In_Perpetuum_Inc__nysbke-23-22497__0001.0.pdf?mcid=tGE4TAMA VIKING CRUISES: S&P Rates New $720MM Senior Unsecured Notes 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '5' recovery rating to Viking Cruises Ltd.'s proposed $720 million senior unsecured notes due 2031. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery for noteholders in the event of a payment default. Viking plans to use the proceeds from the proposed notes, along with some cash from the balance sheet, to repay its existing $675 million 13% senior secured notes due 2025. The planned repayment will unencumber the company's river ship collateral and intellectual property (IP) that secured the 13% notes, which will modestly improve the recovery prospects for the unsecured notes and secured deficiency claims, though not enough to revise S&P's recovery ratings. The proposed refinancing will likely reduce the company's interest costs, given the high interest rate on its existing notes, though its debt load will increase by about $45 million. Notwithstanding the increase in its debt, the proposed transaction does not affect S&P's 'B' issuer credit rating on Viking. In addition, the company's 2023 booked position demonstrates that it is absorbing higher capacity as its occupancy recovers towards pre-pandemic levels. This will support a material improvement in its EBITDA and credit measures. Viking had sold over 90% of its 2023 operating capacity as of June 18, 2023, at higher pricing than its pre-pandemic rates. Therefore, its net cruise revenue was over 40% higher than at a similar point in 2019 due to its expanded capacity from new ship deliveries and higher pricing. Viking's typically long booking window supports S&P's view of its revenue and EBITDA recovery despite the risk of a recession later this year. Additionally, it provides some visibility into the company's 2024 revenue and cash flow, given that it had sold 54% of its ocean capacity and 38% of its river capacity as of June 18, 2023. However, the demand for future cruise bookings could decline due to high inflation that reduces discretionary spending on travel; stock market volatility that pressures the wealth of its target customer demographic (North Americans 55 years and older); or geopolitical issues that affect consumers' willingness to travel to eastern Europe, especially on river cruises that rely on flying to overseas destinations. These factors could cause its customers to cancel their current 2024 bookings. S&P's stable outlook on the company reflects its expectation for a continued recovery in its revenue, EBITDA, and cash flow, which--based on its current 2023 booked position--will support an improvement in its leverage to the mid- to high-5x area this year. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P assigned its 'B-' issue-level rating and '5' recovery rating to Viking's proposed $720 million senior unsecured notes due 2031. The '5' recovery rating indicates its expectation for modest (10%-30%; rounded estimate: 15%) recovery for noteholders in the event of a payment default. Simulated default assumptions -- S&P's simulated default scenario contemplates a payment default occurring in 2026 due to a significant decline in the company's cash flow stemming from permanently impaired demand for cruises following the negative publicity and travel advisories during the COVID-19 pandemic, a prolonged economic downturn, and increased competitive pressures. -- S&P uses a discrete asset valuation (DAV) approach rather than an enterprise value (EV) approach because certain creditors receive priority claims against specific assets under Viking's capital structure. S&P expects the company's lenders to pursue the specific collateral pledged to them. -- Specific ship-related financings and associated collateral related to Viking's Orion and Jupiter ocean ships are held at Viking Ocean Cruises II Ltd., another subsidiary. S&P incorporated the financing and related collateral value for the Viking Mars and Viking Neptune, which were delivered in 2022, the Viking Saturn, which was delivered in April 2023, Ship XI, to be delivered in 2024, and Ship XII, to be delivered in 2025. -- Viking's other river vessels that were not included in the collateral package for the $675 million senior secured notes due 2025 continue to serve as collateral for the specific loan agreements used to finance those vessels, which are held at subsidiary Viking River Cruises Ltd. -- S&P assumes Viking takes delivery of three additional Egyptian river vessels between 2023 and 2025 and pays for these with available cash. Therefore, the value from these ships is available to satisfy unsecured claims. -- S&P excludes from its DAV analysis any ships on order or ship options that do not yet have committed financing. -- S&P said, "Viking used cash on its balance sheet to pay for the delivery of the expedition ship Viking Polaris in 2022. The company previously indicated it intends to refinance this ship delivery with debt. Therefore, we include the value of the ship and a potential secured financing in our recovery analysis. We assume Viking finances Viking Polaris at a loan to value (based on the purchase price) of 80%-85%. We believe the terms would be in line with its 2021 Viking Venus secured notes issuance and that the Polaris debt would benefit from a first-priority lien on the ship and an assignment of all insurance policies, requisition compensation, and charter hires. If Viking does not issue secured debt to refinance the Polaris delivery, we expect the recovery prospects for unsecured noteholders would improve, though not enough to revise our '5' recovery rating." -- Under S&P's analysis, any residual value at Viking Ocean Cruises and Viking Ocean Cruises Ship VII Ltd. (after satisfying secured notes balances assumed at default) and any residual value at Viking Ocean Cruises II and Viking River Cruises (after satisfying ship-level debt balances assumed at default) would flow to the parent, Viking, to satisfy the unsecured notes. -- S&P said, "To calculate our DAV, we apply discounts to the appraised values of Viking's ships and to the cost of its planned ships. These discounts incorporate both a depreciation factor, to reflect the decline in value before the assumed point of hypothetical default, and an assumed realization rate. For ocean ships, we apply discounts of 25%-50% depending on the age of the ship. For expedition ships, we apply an approximate 25% discount to the cost of the ship. For river ships, we apply discounts of 50%-65% depending on the age of the ship. The higher discount rate for the river ships reflects our view that there would be a smaller pool of potential buyers for these assets given their niche nature and the small size of the river cruise market compared with the ocean cruise market." -- S&P assumes administrative claims total 7% of gross DAV because it expects the complexity of Viking's capital structure, including multiple classes of debt at the parent and various subsidiaries that benefit from different collateral pools as well as multijurisdictional considerations, to result in higher administrative costs. Simplified waterfall -- Gross recovery value: $4.3 billion --Net recovery value (after 7% administrative costs): $4.0 billion -- Net recovery value from subsidiaries: $181 million -- Net value from corporate: $369 million -- Deficiency claims from subsidiary debt: $550 million -- Unsecured notes: $2.3 billion --Recovery for unsecured notes: 10%-30% (rounded estimate: 15%) -- Net recovery value available for $350 million senior secured notes backed by Viking Venus, including its pro rata share of value available to unsecured claims: $270 million --Recovery for senior secured notes: 70%-90% (rounded estimate: 75%) -- Net recovery value available for $675 million secured notes backed by Viking Star, Viking Sea, and Viking Sky, including its pro rata share of value available to unsecured claims: $581 million --Recovery for senior secured notes: 70%-90% (rounded estimate: 80%) Note: All debt amounts include six months of prepetition interest. VITAL PHARMACEUTICALS: Judge Orders Device 'Lockdown' in Case ------------------------------------------------------------- David Minsky of Law360 reports that a Florida federal bankruptcy judge on Thursday ordered a "lockdown" barring the use of electronic devices reportedly in possession of the ex-CEO of Vital Pharmaceuticals, which makes Bang energy drinks, after an attorney representing the Debtors said the executive extracted privileged company information he wasn't entitled to from the devices after the company terminated him in March 2023. Vital Pharmaceuticals, Inc., and its debtor affiliates jointly with the Official Committee of Unsecured Creditors filed on June 16, 2023, an emergency motion seeking emergency relief from the Court to remedy egregious and alarming discovery violations by the Debtors' former Chief Executive Officer, John H. Owoc, and his wife, the Debtors' former Senior Vice President of Marketing, Megan E. Owoc. In the Motion, the Debtors seek an order holding the Owocs in contempt and imposing appropriate sanctions, including compelling the Owocs immediately to identify and turn over all company-purchased devices and company- related documents or information in their possession and prohibiting the Owocs from accessing, using, or disseminating any Company-related information that they improperly retained following their termination. "Subsequent to the Owocs' unequivocal testimony under oath, on June 13, 2023, the Debtors learned for the first time that Mr. Owoc -- with the assistance of counsel -- provided one or more devices to an unknown third-party vendor for purposes of extracting company documents and information. Notably, Mr. Shraiberg informed Debtors' counsel of this development only after the June 13 hearing before this Court during which the integrity of the Owocs' discovery compliance had been questioned by the Committee. The Debtors asked Mr. Shraiberg for additional information, including details around the timing of this effort to access company documents and information, who had been involved, and whether the Owocs or their counsel had accessed or reviewed any of the information extracted from the device(s). Mr. Shraiberg was unable to answer most of the Debtors' questions and indicated that he understood the Owocs' new counsel -- Irwin Gilbert -- had been involved and that there were over 5500 company documents extracted from the device in question." Under the circumstances and given the Owocs' history of failing to adhere to their discovery obligations and their willful flouting of this Court's Orders, the Debtors and Committee submit that severe sanctions are warranted. Specifically, the Debtors and Committee request that the Owocs (i) submit to the Court declarations, signed under penalty of perjury, detailing with specificity all property that remained in their possession at the time of their termination that was either purchased with company funds and/or used in connection with company business, regardless of whether the Owocs contend that such property was a "gift," including electronic devices, mobile phones, keys, badges, documents, or any other property (the "Disputed Property"); (ii) immediately return all Disputed Property to the Debtors; and (iii) the Owocs promptly agree to sit for further depositions. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. WATERBRIDGE MIDSTREAM: Moody's Hikes CFR & Secured Term Loan to B2 ------------------------------------------------------------------ Moody's Investors Service upgraded WaterBridge Midstream Operating LLC's Corporate Family Rating to B2 from B3 and senior secured term loan rating to B2 from B3. The outlook was changed to stable from positive. "The upgrade of WaterBridge's ratings reflects Moody's expectation for continued improvement in financial leverage as growing volumes on the company's midstream system drive increased EBITDA," commented Jonathan Teitel, a Moody's Senior Analyst. Upgrades: Issuer: WaterBridge Midstream Operating LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Senior Secured Term Loan B, Upgraded to B2 from B3 Outlook Actions: Issuer: WaterBridge Midstream Operating LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE WaterBridge's B2 CFR reflects Moody's expectation for financial leverage to continue decreasing as customers grow production volumes, driving more EBITDA and free cash flow that is used to repay debt. The company owns and operates produced water midstream infrastructure important for oil production. Its integrated produced water disposal solutions are supported by a scalable network of water pipelines and saltwater disposal wells. WaterBridge can support growing volumes on its system with modest capital expenditures because of available capacity on its existing infrastructure. The company benefits from its sponsor's support. It is concentrated in a single region, but the Permian Basin is one of the most economic oil production areas in the US. WaterBridge benefits from its customers' large quantity of dedicated acreage as well as areas of mutual interest (AMI) acreage. Long-term, fixed fee contracts limit direct commodity price risks though volumes are sensitive to capital spending by producers. The company has a small amount of minimum volume commitments. Constraining the credit profile is that a parent company has preferred equity outstanding for which the shareholder has a put right that begins in mid-2025. Moody's expects WaterBridge to maintain good liquidity over the next twelve months. In early June 2023, WaterBridge extended its revolver by a year to June 2025. As of March 31, 2023, the company had $22 million of cash and $30 million of borrowings on its revolver. In the first quarter of 2023, the company reduced the facility size to $85 million from $100 million. The revolver has a springing net leverage covenant of 5x when revolver usage is more than $45 million. Both the revolver and term loan are subject to minimum debt service coverage ratio (DSCR) covenants of at least 1.1x. Moody's expects that WaterBridge will comply with these covenants over the next twelve months. WaterBridge's $965 million senior secured term loan due 2026 (amount outstanding as of March 31, 2023) is rated B2, which is the same as the CFR, because of the relatively small size of the $85 million super-priority revolver relative to the term loan. The stable outlook reflects Moody's expectation for rising volumes to support growing EBITDA and free cash flow applied toward debt reduction over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include consistent EBITDA growth and positive free cash flow applied toward debt reduction; debt/EBITDA sustained below 4x and good liquidity. Factors that could lead to a downgrade include debt/EBITDA above 5x or weakening liquidity. WaterBridge, headquartered in Houston, Texas, owns and operates water midstream infrastructure in the Southern Delaware Basin, within the broader Permian Basin in Texas, and in the Arkoma Basin in Oklahoma. The company is majority owned by Five Point Energy. The principal methodology used in these ratings was Midstream Energy published in February 2022. WESCO AIRCRAFT: JPM, 2024/2026 Noteholders Disclose Holdings ------------------------------------------------------------ The Ad Hoc Group of 2024/2026 Noteholders formed in the Chapter 11 cases of Wesco Aircraft Holdings, Inc., et al., filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group of 2024/2026 Noteholders is comprised of certain beneficial holders or the investment advisors or managers for certain beneficial holders of: (i) $112,869,000 of the 8.50% senior secured notes due 2024 issued by Wesco Aircraft Holdings, Inc. pursuant to an Indenture dated Nov. 27, 2019; and (ii) $374,441,500 of the 9.00% senior secured notes due 2026 issued by Incora pursuant to an Indenture dated Nov. 27, 2019. The Ad Hoc Group of 2024/2026 Noteholders was formed in February 2022. Following a transaction that restructured the Debtors' capital structure, which closed in March 2022, certain members of the Ad Hoc Group of 2024/2026 Noteholders retained Kobre & Kim LLP in September 2022 to represent them as counsel in connection with litigation against the Debtors and certain other parties. That litigation was commenced in the New York State Supreme Court, Commercial Division, in October 2022 and is captioned as SSD Investments Ltd., et al., v. Wilmington Savings Fund Society, FSB, et al., Index No. 654068/2022. In May 2023, the Ad Hoc Group of 2024/2026 Noteholders appointed Kobre & Kim as its bankruptcy counsel and retained Foley & Lardner LLP to serve as co-counsel. Kobre & Kim and Foley & Lardner also represent certain members of the Ad Hoc Group of 2024/2026 Noteholders in their capacity as named defendants in the adversary proceeding commenced by the Debtors on June 1, 2023, captioned as Wesco Aircraft Holdings, Inc. et al. v. SSD Investments Ltd. et al., Adv. Proc. No. 23-03091 (Bankr. S.D. Tex). The names and addresses of each of the members of the Ad Hoc Group of 2024/2026 Noteholders, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors as of June 1, 2023, are as follows: 1. Angel Island Capital Management, LLC 1 Embarcadero Center, Suite 3900 San Francisco, CA 94111 * $205,123,500 of 2026 Notes 2. BlackRock Financial Management, Inc. 50 Hudson Yards New York, NY 10001 * $22,152,000 of 2024 Notes * $39,297,000 of 2026 Notes * $25,000 of unsecured notes due 2027 3. JPMorgan Investment Management Inc. and JPMorgan Chase Bank, N.A. 1 E Ohio St., Floor 06 Indianapolis, IN 46204 1111 Polaris Parkway Columbus, OH 43240 * $32,474,000 of 2024 Notes * $130,021,000 of 2026 Notes * $14,855,000 of unsecured notes due 2027 4. P. Schoenfeld Asset Management L.P. 1350 6th Ave, 21st floor New York, NY 10019 * $17,033,000 of 2024 Notes 5. Delaware Management Company a series of Macquarie Investment Management Business Trust 610 Market Street Philadelphia, PA 19106 * $41,210,000 of 2024 Notes Counsel to the Ad Hoc Group of 2024/2026 Noteholders: John P. Melko, Esq. FOLEY & LARDNER LLP 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Tel: 713-276-5500 E-mail: JMelko@foley.com - and - Mark F. Hebbeln, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 3000 Chicago, IL 60654 Tel: 312-832-4500 MHebbeln@foley.com - and - Zachary D. Rosenbaum, Esq. Adam M. Lavine, Esq. Darryl G. Stein, Esq. Igor Margulyan, Esq. Michael S. Brasky, Esq. John G. Conte, Esq. KOBRE & KIM LLP 800 Third Avenue New York, NY 10022 Tel: 212-488-1200 E-mail: zachary.rosenbaum@kobrekim.com adam.lavine@kobrekim.com darryl.stein@kobrekim.com igor.margulyan@kobrekim.com michael.brasky@kobrekim.com john.conte@kobrekim.com About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP as general bankruptcy counsel; Haynes and Boone, LLP as local bankruptcy counsel; PJT Partners, Inc., as investment banker; Alvarez & Marsal North America, LLC, as financial advisor; and Quinn Emanuel Urquhart & Sullivan, LLP, as special litigation counsel. Kurtzman Carson Consultants, LLC, is the claims agent. WHO DAT: Submits Immaterial Modifications to Plan ------------------------------------------------- Who Dat ?, Inc., submitted the following immaterial modifications of the Debtor's Second Amended Plan of Reorganization pursuant to 11 U.S.C. section1193(a): 1. The final paragraph of Article III, Section 3.02 is amended and restated in its entirety (with amendments underlined) as follows: However, IPC agrees to waive, forgive, and not seek payment of its postpetition administrative fees and costs incurred as special counsel for the Debtor in the event this Plan becomes effective, and upon the Effective Date of this Plan, IPC's administrative expense claim shall be deemed released. Additionally, to the extent that sufficient cash is available on the Effective Date, the Debtor intends to pay the Allowed Administrative Claims of Dwayne Murray as SubChapter V Trustee and Chaffe & Associates, Inc. in full from that available cash. To the extent that there is not sufficient cash available on the Effective Date to pay those Allowed Administrative Claims in full, any remaining unpaid portion of those Allowed Administrative Claims will be paid through pro rata quarterly payments and distributions by the Debtor. Furthermore, Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as counsel for the Debtor agrees that, on and after the Effective Date, it will receive in payment of its Allowed Administrative Claim no more than 80% of any distribution made by the Debtor during the term of this Plan including distribution of any draw by the SubChapter V Trustee against the Letters of Credit such that Class 3 Non-Priority Unsecured Creditors will receive at least the remainder of any distribution made by the Debtor during the term of this Plan including the distribution of any draw by the SubChapter V Trustee against the Letters of Credit after payment of any remaining Allowed Administrative Claims costs incurred or fees due to the SubChapter V Trustee or Chaffe & Associates have been paid in full. 2. The treatment of Class 3 Non-Priority Unsecured Creditors included in Article IV is amended and restated (with amendments underlined and deletions struck through) in its entirety as follows: Class 3 is impaired by the Plan, and each holder of an allowed Class 3 Non-Priority Unsecured Claim will receive their pro-rata share of quarterly distributions of the net revenue of the Debtor's operations and other income in the preceding quarter for a period of 3 years after the effective date of this Plan and after payment and satisfaction of any Administrative or Priority Claims as described and subject to the provisions of Section 3.02 above. Distributions will be made no later than 30 days after the end of each quarter. See Exhibit B attached hereto for an estimate of amounts to be paid to holders of Claims under this Plan. Although the Debtor and IPC do not believe that IPC is an insider of the Debtor, the Plan treats that claim as a Class 4 Claim without prejudice to the rights of the Debtor or IPC to assert that it is not, in fact, an insider of the Debtor in the event that this Plan is not confirmed. 3. Article VII of the Plan is amended and restated (with amendments underlined and deletions) in its entirety as follows: ARTICLE VII: MEANS FOR IMPLEMENTATION OF THE PLAN This Plan will be funded by the ongoing operations of the Debtor and as otherwise described below. The Debtor anticipates that Steve Monistere and Greg Latham will continue in their respective positions as President and Secretary of the Debtor. However, Steve Monistere and Greg Latham shall not receive management fees or compensation for their services as President and Secretary. To ensure that distributions pursuant to the Plan exceed the liquidation value set forth in Exhibit A, on or before the Effective Date, Steve Monistere and Greg Latham will each provide to the Subchapter V Trustee an Irrevocable Standby Letter of Credit in favor of the Subchapter V Trustee as beneficiary up to the maximum amount of $125,000 (together, the "Letters of Credit"). The Debtor shall provide the Subchapter V Trustee with reports of distributions made pursuant to this Plan no later than 30 days after each distribution. If after the distribution made for the penultimate quarter prior to anticipated final distribution on or about July 31, 2026 (subject to Section 5.05 of the Plan) the total amount paid in quarterly distributions under the Plan is less than the liquidation value set forth in Exhibit A, the Subchapter V Trustee is authorized to draw against and demand payment pursuant to the Letters of Credit the amount of any shortfall between the liquidation value set forth in Exhibit A and the total amount paid in quarterly distributions under the Plan plus $5,000.00. Furthermore, in the event that the bank issuing the Letters of Credit opts to not renew either of the Letters of Credit at any point prior to the end of the term of this Plan and, after notification of such nonrenewal, Steve Monistere and Greg Latham do not timely provide replacement letters of credit, the Subchapter V Trustee is authorized draw against the Letters of Credit prior to the expiration date of same in such amounts as necessary to distribute any shortfall between the total of preceding quarterly distributions by the Debtor and the liquidation value set forth in Exhibit A plus $5,000.00. 4. Article IX of the Plan is amended to add the following provision to the end of that Article: For the avoidance of doubt, to the extent that the Permanent Injunction issued by the arbitrator in favor of the New Orleans Louisiana Saints, LLC is confirmed by a court of appropriate authority and becomes effective, the Permanent Injunction is not subject to discharge under this provision. Attorneys for the Debtor: Christopher T. Caplinger, Esq. Benjamin W. Kadden, Esq. Coleman L. Torrans, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504) 568-1990 Facsimile: (504) 310-9195 E-mail: ccaplinger@lawla.com bkadden@lawla.com ctorrans@lawla.com A copy of the Second Amended Plan of Reorganization dated June 16, 2023, is available at https://tinyurl.ph/RVXGI from PacerMonitor.com. About Who Dat? Inc. Who Dat ?, Inc. was formed in 1983 by Steve and Sal Monistere in order to develop, protect, foster, and preserve the "Who Dat" trademarks. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. La. Case No. 21-10292) on March 8, 2021, with as much as $1 million in both assets and liabilities. The Debtor tapped Lugenbuhl Wheaton Peck Rankin & Hubbard as bankruptcy counsel, Intellectual Property Consulting as special counsel, and Chaffe & Associates, Inc. as financial advisor. WW INTERNATIONAL: MetWest FRI Marks $945,000 Loan at 42% Off ------------------------------------------------------------ Metropolitan West Fund's Floating Rate Income Fund has marked its $945,000 loan extended to WW International, Inc to market at $551,664 or 58% 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. Floating Rate Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 3.50%) to WW International, Inc. The loan accrues interest at a rate of 8.35% per annum. The loan matures on April 13, 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. WW International, Inc., formerly Weight Watchers International, Inc., is a global company headquartered in the U.S. that offers weight loss and maintenance, fitness, and mindset services such as the Weight Watchers comprehensive diet program. ZAYO GROUP: MetWest FRI Marks $1.8M Loan at 18% Off --------------------------------------------------- Metropolitan West Fund's Floating Rate Income Fund has marked its $1,800,000 loan extended to Zayo Group Holdings, Inc to market at $1,472,319 or 82% 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. Floating Rate Income Fund is a participant in a First Lien Term Loan B (LIBOR plus 3%) to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 7.84% per annum. The loan matures on March 9, 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. Zayo Group Holdings, Inc., is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZAYO GROUP: MetWest IB Marks $400,395 Loan at 18% Off ----------------------------------------------------- Metropolitan West Fund's Intermediate Bond Fund has marked its $400,395 loan extended to Zayo Group Holdings, Inc to market at $327,505 or 82% 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. Intermediate Bond Fund is a participant in a First Lien Term Loan B (LIBOR plus 3%) to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 7.84% per annum. The loan matures on March 9, 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. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services ZAYO GROUP: MetWest LDB Marks $1.4M Loan at 18% Off --------------------------------------------------- Metropolitan West Fund's Low Duration Bond Fund has marked its $5,219 loan extended to Zayo Group Holdings, Inc to market at $1,196,367 or 82% 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. Low Duration Bond Fund is a participant in a First Lien Term Loan B (LIBOR plus 3%) to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 7.84% per annum. The loan matures on March 9, 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. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZAYO GROUP: MetWest TRB Marks $4.2M Loan at 20% Off --------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $4,202,397 loan extended to Zayo Group Holdings, Inc to market at $3,345,108 or 80% 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. Total Return Bond Fund is a participant in a First Lien Term Loan B (SOFR plus 4.25%) to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 9.06% per annum. The loan matures on March 9, 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. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZAYO GROUP: MetWest TRB Marks $42M Loan at 18% Off -------------------------------------------------- Metropolitan West Fund's Total Return Bond Fund has marked its $42,781,678 loan extended to Zayo Group Holdings, Inc to market at $34,993,487 or 82% 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. Total Return Bond Fund is a participant in a First Lien Term Loan B (LIBOR plus 3%) to Zayo Group Holdings, Inc. The loan accrues interest at a rate of 7.84% per annum. The loan matures on March 9, 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. Zayo Group Holdings, Inc., or Zayo Group, is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. [*] 59 Greenberg Traurig Attorneys Named 2023 Florida Super Lawyers ------------------------------------------------------------------- Global law firm Greenberg Traurig, P.A. on June 27, 2023, disclosed that 59 of its attorneys representing a cross-section of the firm's Florida offices have been selected by Super Lawyers as being among the top attorneys in Florida for 2023. This includes 38 attorneys on the Super Lawyers list and 21 on the Rising Stars list, including 32 attorneys who have been recognized by Florida Super Lawyers for at least 10 years. Super Lawyers selects attorneys using a patented multiphase selection process, according to the publication. Peer nominations and evaluations are combined with third-party research and each candidate is evaluated on 12 indicators of peer recognition and professional achievement. Selections are made on an annual, state-by-state basis. The following attorneys are on the Florida Super Lawyers and Rising Stars lists in the specified offices and areas of practice: Fort Lauderdale Recognized as Super Lawyers: -- Jonathan S. Gelman, Real Estate (10+ years) -- Glenn E. Goldstein, Business Litigation (10+ years) -- Fred E. Karlinsky, Government Relations (10+ years) -- Kara L. MacCullough, Securities & Corporate Finance -- Bruce I. March, Mergers & Acquisitions (10+ years) -- Stephen A. Mendelsohn, Business Litigation -- Matthew W. Miller, Securities & Corporate Finance -- David C. Peck, Mergers & Acquisitions (10+ years) -- Paul B. Ranis, Employment & Labor (10+ years) -- Michele L. Stocker, Business Litigation (10+ years) -- Jon L. Swergold, Business Litigation Recognized as Rising Stars: -- Grant J. Levine, Securities & Corporate Finance -- Zachary M. Schlichter, Mergers & Acquisitions (10+ years) -- Alexander Zachariah, Business/Corporate (First time listed) Miami Recognized as Super Lawyers: -- Alan I. Annex, Securities & Corporate Finance (10+ years) -- Kerri L. Barsh, Environmental (10+ years) -- Norman J. Benford, Estate & Probate (10+ years) -- Burt Bruton, Real Estate (10+ years) -- Brigid F. Cech Samole, Appellate -- Jaret L. Davis, Technology Transactions (10+ years) -- Albert A. del Castillo, Government Finance (10+ years) -- Alan T. Dimond, Business Litigation (10+ years) John B. Hutton III, Bankruptcy: Business (10+ years) -- Michael N. Kreitzer, Business Litigation (10+ years) -- Nancy B. Lash, Real Estate (10+ years) -- A. Sheila Oretsky, Business Litigation -- Gary A. Saul, Real Estate (10+ years) -- Elliot H. Scherker, Appellate (10+ years) -- Diana S.C. Zeydel, Estate & Probate (10+ years) Recognized as Rising Stars: -- Kathryn Corral, Real Estate -- Eric G. Fisher, Real Estate (First time listed) -- Robert S. Galbo, Business Litigation -- Akiesha Gilcrist Sainvil, Pharmaceutical, Medical Device & Health Care Litigation -- Daniella Genet Silberstein, Mergers & Acquisitions -- Ronald J. Spadaro, Jr., Real Estate (First time listed) -- Eva M. Spahn, Business Litigation -- Jay A. Yagoda, Appellate -- Kathryn Yankowski, Real Estate (First time listed) Orlando Recognized as Super Lawyers: -- Warren S. Bloom, Government Finance (10+ years) -- Joshua R. Brown, IP Litigation -- Gregory W. Herbert, IP Litigation (10+ years and top 50 in Orlando) -- Julie P. Kendig-Schrader, Land Use/Zoning (10+ years) -- I. William Spivey II, Business Litigation (10+ years) Recognized as a Rising Star: -- Stephen G. Anderson, Ph.D., IP Litigation Tallahassee Recognized as a Super Lawyer: -- John K. Londot, Business Litigation Tampa Recognized as Super Lawyers: -- Gregory W. Kehoe, Criminal Defense: White Collar (10+ years) -- Richard C. McCrea Jr., Employment Litigation: Defense (10+ years) -- David B. Weinstein, Environmental Litigation (10+ years) Recognized as Rising Stars: -- Jordan L. Behlman, Criminal Defense: White Collar -- Ryan T. Hopper, Environmental Litigation -- Brian C. Porter, Construction Litigation (First time listed) West Palm Beach Recognized as Super Lawyers: -- Bridget A. Berry, Business Litigation (10+ years) -- Mark F. Bideau, Business Litigation (10+ years) -- Joseph C. Coates III, Securities Litigation (10+ years) Recognized as Rising Stars: -- Andrea Shwayri Ferraro, Business Litigation (10+ years) -- Robert R. Kane III, Business Litigation -- Elizabeth E. Moum, Employment Litigation: Defense (First time listed) -- Vanessa Palacio, General Litigation -- Irma Qureshi, Real Estate (First time listed) About Greenberg Traurig Greenberg Traurig, LLP -- http://www.gtlaw.com-- has more than 2650 attorneys in 45 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 5.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. [*] Two Sklar Kirsh Attorneys Named Legal Visionaries by LA Times ----------------------------------------------------------------- California-based law firm Sklar Kirsh LLP on June 28, 2023, disclosed that Robbin Itkin and Jeffrey Sklar have been recognized as "Legal Visionaries" in Los Angeles Times' third annual Business of Law Magazine. "Southern California continues to maintain its status as a center for thought leaders and power brokers in the legal space. With so many superb law firms in the region, to be named as a standout attorney in what is surely one of the most impressive regional fields in the industry is quite an achievement," states the publisher. Ms. Itkin is a partner and leader of Sklar Kirsh's Bankruptcy and Financial Restructuring practice group. Her experience restructuring billions of dollars of debt includes insolvency resolutions in chapter 11 cases and numerous restructurings outside the courtroom. As a certified mediator, she uses her problem-solving strength to advise both healthy companies and those in distress, leading them to negotiate effectively with their own creditors and counterparties who are in fragile economic straits. Ms. Itkin's leadership extends into the business community through her board participation in industry and community associations where she is regularly recognized for her contributions. Mr. Sklar co-founded the firm and chairs its Corporate department. His clients range from individuals and early-stage companies to large corporations. Mr. Sklar advises clients in a variety of industries including advertising, alternative energy, apparel, consumer products, entertainment and media, manufacturing, medical devices, restaurants/hospitality, social media, and technology. His principal areas of practice are corporate law, mergers and acquisitions, joint ventures, partner dispute resolution, and executive compensation. Sklar Kirsh LLP -- http://www.SklarKirsh.com-- is a California law firm that provides sophisticated and expert advice in the areas of corporate, real estate, bankruptcy, and entertainment law as well as commercial, real estate and entertainment litigation. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Dobrin Dobrikov and Stanislava Dobrikov Bankr. M.D. Fla. Case No. 23-00698 Chapter 11 Petition filed June 20, 2023 represented by: Michael Hoffman, Esq. In re We Kick Brass, LLC Bankr. S.D. Fla. Case No. 23-14789 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/QCDRSXQ/We_Kick_Brass_LLC__flsbke-23-14789__0001.0.pdf?mcid=tGE4TAMA represented by: Brian K. McMahon, Esq. BRIAN K. MCMAHON, PA E-mail: briankmcmahon@gmail.com In re Maison Royale, LLC Bankr. E.D. La. Case No. 23-10966 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/HIYKQZY/Maison_Royale_LLC__laebke-23-10966__0001.0.pdf?mcid=tGE4TAMA represented by: Christopher T. Caplinger, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD In re SRP Capital LLC Bankr. D.N.J. Case No. 23-15309 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/DCFOICY/SRP_Capital_LLC__njbke-23-15309__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Nisenson, Esq. ROBERT C. NISENSON, L.L.C. E-mail: rnisenson@aol.com In re Pacifica CMFM Group LLC Bankr. E.D.N.Y. Case No. 23-72182 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/OD2LD7Q/PACIFICA_CMFM_Group_LLC__nyebke-23-72182__0001.0.pdf?mcid=tGE4TAMA represented by: Todd E. Duffy, Esq. DUFFYAMEDEO LLP E-mail: tduffy@duffyamedeo.com In re Manna Madison Avenue LLC Bankr. S.D.N.Y. Case No. 23-10951 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/ZS27KZI/Manna_Madison_Avenue_LLC__nysbke-23-10951__0001.0.pdf?mcid=tGE4TAMA represented by: Brian J. Hufnagel, Esq. MORRISON TENENBAUM PLLC E-mail: bjhufnagel@m-t-law.com In re Country Cmns LLC Bankr. D. Ore. Case No. 23-31327 Chapter 11 Petition filed June 20, 2023 See https://www.pacermonitor.com/view/M6KGFGA/Country_Cmns_LLC__orbke-23-31327__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Anthony Robert Fisher Bankr. N.D. Cal. Case No. 23-30398 Chapter 11 Petition filed June 21, 2023 represented by: Geoff Wiggs, Esq. In re Creekside HMB, LLC Bankr. N.D. Cal. Case No. 23-40726 Chapter 11 Petition filed June 21, 2023 See https://www.pacermonitor.com/view/U5D25ZI/Creekside_HMB_LLC__canbke-23-40726__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re BH 7904 11 FLR, LLC Bankr. S.D. Fla. Case No. 23-14851 Chapter 11 Petition filed June 21, 2023 See https://www.pacermonitor.com/view/POLMOZY/BH_7904_11_FLR_LLC__flsbke-23-14851__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re James Francis Farah Bankr. D.N.J. Case No. 23-15369 Chapter 11 Petition filed June 21, 2023 In re Nailya Lvovna Nisanova Bankr. E.D.N.Y. Case No. 23-42170 Chapter 11 Petition filed June 21, 2023 represented by: Alla Kachan, Esq. In re Pedro Rivera Amador Bankr. D.P.R. Case No. 23-01874 Chapter 11 Petition filed June 21, 2023 represented by: Fernando Longo Quinones, Esq. In re Richard Wayne Bandler and Glenda Woodard Bradstock Bankr. E.D. Tex. Case No. 23-41091 Chapter 11 Petition filed June 21, 2023 represented by: Brandon Tittle, Esq. In re Paul S. Duran, II Bankr. W.D. Tex. Case No. 23-50785 Chapter 11 Petition filed June 21, 2023 represented by: H. Anthony Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL E-mail: hervol@sbcglobal.net In re Michael Wayne Elder Bankr. N.D. Ala. Case No. 23-40694 Chapter 11 Petition filed June 22, 2023 represented by: Jonathan Carpenter, Esq. In re Neyows of Atlanta, LLC Bankr. N.D. Ga. Case No. 23-40906 Chapter 11 Petition filed June 22, 2023 See https://www.pacermonitor.com/view/JKZTK5Y/Neyows_of_Atlanta_LLC__ganbke-23-40906__0001.0.pdf?mcid=tGE4TAMA represented by: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC E-mail: wrountree@rlkglaw.com In re Endeavor Property Investments LLC Bankr. N.D. Ill. Case No. 23-08155 Chapter 11 Petition filed June 22, 2023 See https://www.pacermonitor.com/view/W6LGC5Q/Endeavor_Property_Investments__ilnbke-23-08155__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Kanblum LLC Bankr. D.N.J. Case No. 23-15403 Chapter 11 Petition filed June 22, 2023 See https://www.pacermonitor.com/view/JPPTJCY/Kanblum_LLC__njbke-23-15403__0001.0.pdf?mcid=tGE4TAMA represented by: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. E-mail: dcampbell@ghclaw.com In re 39-05 29th St Hotel LLC Bankr. E.D.N.Y. Case No. 23-72250 Chapter 11 Petition filed June 22, 2023 See https://www.pacermonitor.com/view/VTGX2OI/39-05_29th_St_Hotel_LLC__nyebke-23-72250__0001.0.pdf?mcid=tGE4TAMA represented by: Jonathan Bodner, Esq. BODNER LAW PLLC E-mail: jbodner@bodnerlawpllc.com In re Rachel One Holding Inc. Bankr. E.D.N.Y. Case No. 23-42184 Chapter 11 Petition filed June 22, 2023 See https://www.pacermonitor.com/view/REYYFLI/Rachel_One_Holding_Inc__nyebke-23-42184__0001.0.pdf?mcid=tGE4TAMA represented by: Karamvir Dahiya, Esq. DAHIYA LAW OFFICES, LLC E-mail: karam@bankruptcypundit.com In re 301 Middle LLC Bankr. D. Maine Case No. 23-20138 Chapter 11 Petition filed June 23, 2023 See https://www.pacermonitor.com/view/UK7VDZY/301_Middle_LLC__mebke-23-20138__0001.0.pdf?mcid=tGE4TAMA represented by: J. Scott Logan, Esq. LAW OFFICE OF J. SCOTT LOGAN, LLC E-mail: scott@southernmainebankruptcy.com In re Gabriel Custom Homes, LLC Bankr. M.D.N.C. Case No. 23-50410 Chapter 11 Petition filed June 23, 2023 See https://www.pacermonitor.com/view/M5LYEWQ/Gabriel_Custom_Homes_LLC__ncmbke-23-50410__0001.0.pdf?mcid=tGE4TAMA represented by: Samantha K. Brumbaugh, Esq. IVEY, MCCLELLAN, SIEGMUND, BRUMBAUGH & MCDONOUGH, LLP E-mail: skb@iveymcclellan.com In re 512 E 11th St, LLC Bankr. E.D. Tex. Case No. 23-41108 Chapter 11 Petition filed June 23, 2023 See https://www.pacermonitor.com/view/GZHYFGA/512_E_11th_St_LLC__txebke-23-41108__0001.0.pdf?mcid=tGE4TAMA represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Trinity Family Practice & Urgent Care PLLC Bankr. W.D. Tex. Case No. 23-70068 Chapter 11 Petition filed June 23, 2023 See https://www.pacermonitor.com/view/BMAT5DQ/Trinity_Family_Practice__Urgent__txwbke-23-70068__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C. Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re Berkeley Delane Boston, Sr. Bankr. E.D. Ark. Case No. 23-11952 Chapter 11 Petition filed June 26, 2023 In re Brunk Industries Bankr. E.D. Cal. Case No. 23-90283 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/UTPVTSA/Brunk_Industries__caebke-23-90283__0001.0.pdf?mcid=tGE4TAMA represented by: David C. Johnston, Esq. DAVID C. JOHNSTON E-mail: david@johnstonbusinesslaw.com In re PFOH Companies, LLC Bankr. S.D. Fla. Case No. 23-14954 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/UPESUPA/PFOH_COMPANIES_LLC__flsbke-23-14954__0001.0.pdf?mcid=tGE4TAMA represented by: Lenard Gorman, Esq. LENARD H. GORMAN, P.A. E-mail: lenard@gormanpa.com In re Andrea Elaine Hamilton Bankr. E.D.N.Y. Case No. 23-72272 Chapter 11 Petition filed June 26, 2023 represented by: Grace Gillen, Esq. In re Crystal Blue Party Hall and Theater, Inc. Bankr. E.D.N.Y. Case No. 23-42236 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/ESCX5MI/Crystal_Blue_Party_Hall_and_Theater__nyebke-23-42236__0001.0.pdf?mcid=tGE4TAMA represented by: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP E-mail: rlr@dhclegal.com In re Barnowl Branch LLC Bankr. M.D.N.C. Case No. 23-10347 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/BCPY2EI/Barnowl_Branch_LLC__ncmbke-23-10347__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Eager Beaver LLC Bankr. W.D.N.C. Case No. 23-30405 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/226SZ4I/Eager_Beaver_LLC__ncwbke-23-30405__0001.0.pdf?mcid=tGE4TAMA represented by: Cole Hayes, Esq. COLE HAYES E-mail: cole@colehayeslaw.com In re BYB Leasing, LLC Bankr. W.D.N.C. Case No. 23-30408 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/HNV56SI/BYB_Leasing_LLC__ncwbke-23-30408__0001.0.pdf?mcid=tGE4TAMA represented by: Robert A. Cox, Jr., Esq. HAMILTON STEPHENS STEELE + MARTIN, PLLC E-mail: rcox@lawhssm.com In re Mulehouse Group, Inc. Bankr. M.D. Tenn. Case No. 23-02258 Chapter 11 Petition filed June 26, 2023 See https://www.pacermonitor.com/view/65NLVRA/Mulehouse_Group_Inc__tnmbke-23-02258__0001.0.pdf?mcid=tGE4TAMA represented by: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC E-mail: griffin@dhnashville.com In re Robert E. Arnold Bankr. M.D. Tenn. Case No. 23-02273 Chapter 11 Petition filed June 26, 2023 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. 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Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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