/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230711.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 11, 2023, Vol. 27, No. 191 Headlines 1111 INVESTMENT: Amends Several Secured Claims Pay Details 14 EAST 52ND STREET: July 12 Hearing on Disclosure Statement 29TH AVE: Seeks to Extend Plan Approval Deadline to Oct. 7 40 & HOLDING: Taps Stevens Martin Vaughn & Tadych as Counsel 512 E 11 ST: Seeks to Hire Eric A. Liepins as Legal Counsel 560 SEVENTH AVENUE: Voluntary Chapter 11 Case Summary 79 NICK TRAIL: Taps Law Office of Peter M. Daigle as Counsel 9300 WILSHIRE: Taps Rutan & Tucker as Special Counsel ADAMS 3 LLC: Secured Creditor's Plan Confirmed by Judge AEROFARMS INC: Seeks to Hire 'Ordinary Course' Professionals AEROFARMS INC: Taps DLA Piper as Bankruptcy Counsel ALLEGIANT TRAVEL: Fitch Rates $100MM Revolver Loan 'BB+' ARK LABORATORY: Bids Due July 28, Auction on July 30 BLUE RIBBON: S&P Downgrades ICR to 'CCC' on Upcoming Maturity BOXED INC: Seeks Approval to Hire FTI, Appoint CROs CANOPY GROWTH: Fitch Raises IDR to 'CCC-' CAPITAL G: Seeks to Hire Compass Florida as Real Estate Broker CENTER FOR AUTISM: Court OKs $18MM DIP Loan from Ares Capital COTTLE CHRISTI: Seeks Approval to Hire Christy Walls as Manager DECATUR 429: Taps Charles A. Higgs as Special Litigation Counsel DEI VITAE: Natan, Crypto Say Debtor's Plan Can't Be Confirmed DEI VITAE: Says Property Sale to Pay Off Claims DIAMOND ELITE: Voluntary Chapter 11 Case Summary DIVERSIFIED POWER: Behrooz Vida Named Subchapter V Trustee ENCORE CAPITAL: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ENVISION HEALTHCARE: Meland Budwick Represents PI Claimants FILE STORAGE: $1.5MM DIP Loan from KB Silver Wins Interim OK FORTREA HOLDINGS: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable FUEL DOCTOR: Elkana Amitai Replaces Liebman Goldberg as Auditor GSS18 LLC: Case Summary & Two Unsecured Creditors GUR-MEAT INC: Seeks to Hire Vilarino & Associates as Legal Counsel HERITAGE SPECIALTY: Taps Clyde A. Hamstreet as Financial Advisor HERITAGE SPECIALTY: Taps Leonard Law Group as Bankruptcy Counsel HICKORY HILLZ: Seeks to Hire KC Cohen as Bankruptcy Counsel HOLDIAY HAM: Case Summary & 20 Largest Unsecured Creditors HUDSON PACIFIC: Fitch Affirms 'BB' Preferred Stock Rating IDEAL CARE: Deadline to Confirm Plan Extended to Sept. 25 INMET MINING: Taps Stretto Inc. as Claims and Noticing Agent INTUITION CONSULTING: Todd Hennings Named Subchapter V Trustee ION CORPORATE: S&P Rates New $400MM First-Lien Term Loan 'B' ITTELLA INTERNATIONAL: Court OKs $6MM DIP Loan from UMB Bank JOINT GUADALUPE: S&P Affirms 'BB' Bonds Rating, Outlook Stable KINGSTONE INSURANCE: A.M. Best Affirms B- Finc'l. Strength Rating MARCUSE COMPANIES: Seeks Continued Cash Collateral Access MCCONNELL SAND: Court OKs Interim Cash Collateral Access MEDIAMATH HOLDINGS: July 17 Deadline Set for Panel Questionnaires MERRY MART: Robert Altman Named Subchapter V Trustee MILLIES PANCAKE: Gets OK to Hire Springer Larsen Greene as Counsel MTPC LLC: MTPC Files Plan After 19M Sale, Committee Deal MTPC LLC: PCPT Hamlin Files Plan After $9.1-Mil. Sale NOB HILL INN: Seeks to Hire Lamb & Kawakami as Real Estate Counsel NOB HILL INN: Seeks to Hire St. James Law as Bankruptcy Counsel NOB HILL INN: Taps AlignX Law as Associate Chapter 11 Counsel NUOVO CIAO-DI: Says DCC Vigilant's Plan Not Feasible OCEAN POWER: Adopts Tax Benefits Preservation Plan OCEAN SEGA: Areya Holder Aurzada Named Subchapter V Trustee ORION ADVISOR: Fitch Affirms & Then Withdraws 'B+' IDR PARADOX RESOURCES: Taps Stout Risius Ross as Restructuring Advisor PAXE LATITUDE: Seeks to Hire New Perspective Asset Management PERIMETER ORTHOPAEDICS: Taps Rountree as Legal Counsel PHI GROUP: Signs Business Cooperation Deal With Saphia Alkali POLK AZ: Aug. 22 Hearing on Disclosure Statement PRIMAL MATERIALS: Sussman & Moore Advises RobCo Lott, 2 Others PROFESSIONAL DIVERSITY: Tumim Stone Reports 5.9% Equity Stake QUALTEK SERVICES: Court Confirms Reorganization Plan REFRESH2O WATER: Taps J. Geoffrey Sturgill, Jr., CPA as Accountant REGIONAL HEALTH: 80% of Series A Preferred Shares Validly Tendered S&S SENIOR HOUSING: Seeks Conditional Approval of Disc. Statement S&S SENIOR HOUSING: Unsecureds to Get 100% Without Interest SERTA SIMMONS: Priority Lenders Disclose Holdings SILVER CREEK: Taps Ringstad & Sanders as Legal Counsel SRPC PROPERTIES: Court OKs Interim Cash Collateral Access STANADYNE LLC: Seeks to Hire Jones Lang LaSalle as Broker SUPPLY CHAIN WAREHOUSES: Court OKs Interim Cash Collateral Access TOPPOP LLC: Gerard Luckman Named Subchapter V Trustee TREASURE ISLAND: Collector Wants State Statutory Interest Rate UPTOWN 240: U.S. Trustee Has Objections to Disclosure Statement VANTAGE TRAVEL: Court OKs $1MM DIP Loan from United Travel VECTO INC: Seeks 30-Day Extension to File Chapter 11 Plan WEXFORD LABS: Taps Carmody MacDonald as Bankruptcy Counsel WOODHAVEN MEDICAL: Seeks to Hire Richard S. Feinsilver as Counsel YACHTBRASIL MOTOR: Voluntary Chapter 11 Case Summary ZHALILOV INC: Seeks to Hire Joel A. Schechter as Legal Counsel ********* 1111 INVESTMENT: Amends Several Secured Claims Pay Details ---------------------------------------------------------- 1111 Investment Holdings LLC submitted an Amended Plan of Reorganization for Small Business dated July 6, 2023. This Plan of Reorganization proposes to pay creditors of the Debtor from the net proceeds of the short-term rental of Debtor's properties. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $0 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of the Secured mortgage claim of Warwick castle an Oregon LLC, secured by the real property located at 125 E Harmon Ave 3116, Las Vegas, NV 89109. This claim shall be paid by Debtor pursuant to the terms of the existing contract. Class 2 consists of Secured mortgage claim of Warwick castle an Oregon LLC, secured by the real property located at 4381 W Flamingo Rd 3402, Las Vegas, NV 89103. This claim shall be paid by Debtor pursuant to the terms of the existing contract, except that the maturity date of the claim shall be extended to April 1, 2025 and Debtor shall pay an extension fee of 2% or $6,202.50 directly to the designee of secured creditor. Payment of the extension fee shall be due on the effective date of the Plan. Class 3 consists of Secured mortgage claim of Warwick castle an Oregon LLC, secured by the real property located at 4381 W Flamingo Rd 3404, Las Vegas, NV 89103. This claim shall be paid by Debtor pursuant to the terms of the existing contract, except that the maturity date of the claim shall be extended to August 1, 2025. Debtor shall pay an extension fee of 2% or $3,611.54 directly to the designee of secured creditor. Payment of the extension fee shall be due on the effective date of the Plan. Like in the prior iteration of the Plan, non-priority unsecured creditors shall not receive any distributions under this plan. In accordance with Section 1123(a)(5) of the Bankruptcy Code, the Debtor's Chapter 11 Subchapter V Plan will be implemented by harnessing the revenues generated through its ongoing business operations. The restructuring process under this chapter intends to foster continued business activity and financial recovery, leveraging the company's income as the primary source of capital to satisfy creditor claims. The governance structure of the Debtor will remain intact with the current officers and directors, ensuring consistency and stability throughout the reorganization process. Specifically, Manish Patel, in his current role, will retain his duties as the managing member. This is a crucial factor, given his familiarity with the company's operations and strategic vision, thereby facilitating the effective implementation and eventual success of the Plan. The strategy focuses on adhering to the federal mandate to provide adequate means for the Plan's implementation while balancing the financial health and operational continuity of the Debtor. A full-text copy of the Amended Plan dated July 6, 2023 is available at https://urlcurt.com/u?l=D9vslP from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Seth D. Ballstaedt, Esq. Ballstaedt Law Firm, LLC d/b/a Fair Free Legal Services 8751 W. Charleston Blvd., Suite 220 Las Vegas, NV 89117 Telephone: (702) 715-0000 Facsimile: (702) 666-8215 Email: help@bkvegas.com About 1111 Investment Holdings Las Vegas-based 1111 Investment Holdings, LLC, is primarily engaged in renting and leasing real estate properties. 111 Investment Holdings filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-10596) on Feb. 20, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brian D. Shapiro has been appointed as Subchapter V trustee. Judge August B. Landis oversees the case. The Debtor is represented by Seth D. Ballstaedt, Esq., at Ballstaedt Law Firm, LLC. 14 EAST 52ND STREET: July 12 Hearing on Disclosure Statement ------------------------------------------------------------ On June 28, 2023, 14 East 52nd Street Devco LLC filed a declaration of Kevin J. Nash in connection with the Debtor's motion seeking, among other relief, an order and approval of a Disclosure Statement, and scheduling of a combined hearing on shortened notice for final of the Disclosure Statement and confirmation of a Plan of Reorganization. The Court will hold a video conference on Debtor's Motion and the relief requested therein on July 12, 2023, at 10:30 a.m., before the Honorable Elizabeth S. Stong in Courtroom 3585, United States Bankruptcy Court for the Eastern District of New York, 271-C Cadman Plaza East, Brooklyn, New York 11201. Any opposition may be filed by July 10, 2023. A copy of the Amended Disclosure Statement filed on June 28, 2023, is available at https://www.pacermonitor.com/case/48582643/14_East_52nd_Street_Devco_LLC/31 About 14 East 52nd Street 14 East 52nd Street Devco LLC was organized in connection with the intended acquisition of real property located at 14 East 52nd Street, New York. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41364) on April 20, 2023. The Hon. Elizabeth S. Stong oversees the case. In the petition signed by Tim Ziss, manager, the Debtor disclosed $10 million to $50 million in assets and liabilities. Kevin J. Nash, Esq., of GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the Debtor's Counsel. 29TH AVE: Seeks to Extend Plan Approval Deadline to Oct. 7 ---------------------------------------------------------- 29th Ave LLC, submits this motion for entry of an order, extending the deadline for confirmation of the Debtor's Plan until Oct. 7, 2023. "The debtor AMAP was operating profitably, but filed for Chapter 11 relief because of a dispute with New York State regarding unpaid sales taxes. At the time AMAP made its motion to extend the confirmation period, the State was still conducting its tax audit. Because of the uncertainty regarding the outcome of the audit and the amount of the State's tax claim, AMAP could not confirm its plan within the required 45-day period. AMAP asserted that it could reduce the State's tax claim to an amount that AMAP could reasonably pay. The Court stated that it need not make its own determination as to merits and the expected amount of the State's tax claim. The Court stated that its role was to determine whether or not the debtor could confirm a plan, and not necessarily the plan that AMAP had already filed," the Debtor said in its motion. "Like AMAP, the Debtor in the present case was operating profitably, but was forced to file for Chapter 11 relief because of a large damage award. The amount of the debt, if any, to Janet Fou depends on the outcomes of the appeals. Given the Debtor's malpractice coverage and cash flow, it will be able to confirm a plan." The Debtor's counsel: Kevin K. Tung, Managing Attorney KEVIN KERVENG TUNG, P.C. 136-20 38th Avenue, Suite 3D Flushing, NY 11354 Tel: (718) 939-4633 Fax: (718) 939-4468 E-mail: ktung@kktlawfirm.com About 29th Ave 29th Ave, LLC, is a real estate company. It is the lawful owner of the real property located at 1445 29th Avenue, Queens, NY 11102 (Block 538 and Lot 2). 29th Ave, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40745) on March 3, 2023, with $828,425 in assets and $1,132,290 in liabilities. Jia Yun Wang, a member of 29th Ave, signed the petition. Judge Elizabeth S. Stong presides over the case. Kevin Tung, Esq., at Kevin Kerveng Tung, P.C., is the Debtor's counsel. 40 & HOLDING: Taps Stevens Martin Vaughn & Tadych as Counsel ------------------------------------------------------------ 40 & Holding, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Stevens Martin Vaughn & Tadych, PLLC as its counsel. The firm will render these services: (a) prepare legal papers; (b) perform all necessary legal services in connection with the Debtor's reorganization; and (c) perform all other legal services for the Debtor which may be necessary in this Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: William P. Janvier $490 Kathleen O'Malley $290 Law clerks and Paralegals $145 Prior to the petition date, the firm received a retainer of $5,000 from the Debtor. William Janvier, Esq., an attorney at Stevens Martin Vaughn & Tadych, 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: William P. Janvier, Esq. Stevens Martin Vaughn & Tadych, PLLC 6300 Creedmoor Road Suite 170-370 Raleigh, NC 27612 Telephone: (919) 582-2300 Email: wjanvier@smvt.com About 40 & Holding 40 & Holding LLC is a pub serving food, beverages, and alcoholic beverages, located in downtown Raleigh. London Bridge also hosts special events in the pub, such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023. In the petition signed by Michael A. Ruiz, owner/member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. 512 E 11 ST: Seeks to Hire Eric A. Liepins as Legal Counsel ----------------------------------------------------------- 512 E 11 St., LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, PC as its bankruptcy counsel. The Debtor requires legal assistance to liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted in the estate. The firm will be paid at these rates: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 to $50 per hour In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $5,000, plus filing fee. Mr. Liepins, the sole shareholder of the firm, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About 512 E 11 St. LLC 512 E 11 St., LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 23-41108) on June 23, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Eric A. Liepins, P.C. represents the Debtor as legal counsel. 560 SEVENTH AVENUE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: 560 Seventh Avenue Owner Secondary LLC 560 Seventh Avenue New York, NY 10018-1801 Business Description: The Debtor is a mezzanine entity holding the 100% membership interest of the Margaritaville Resort Times Square Hotel located at 560 Seventh Avenue, New York, NY. The Hotel consists of 234 guest rooms and 34,271 square feet of retail space Chapter 11 Petition Date: July 9, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11071 Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave Fl 12 New York, NY 10017-5690 Tel: (212) 221-5700 Email: knash@gwfglaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Sethian Pomerantz 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/WPG4D5A/560_Seventh_Avenue_Owner_Secondary__nysbke-23-11071__0001.0.pdf?mcid=tGE4TAMA 79 NICK TRAIL: Taps Law Office of Peter M. Daigle as Counsel ------------------------------------------------------------ 79 Nick Trail LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire The Law Office of Peter M. Daigle as its attorneys. The Debtor requires legal counsel to: a) assist and advise the Debtor relative to the administration of its Chapter 11 bankruptcy proceeding; b) represent the Debtor before the bankruptcy court and advising the Debtor on all pending litigations, hearings, motions, and of the decisions of the court; c) review and analyze all applications, orders, and motions filed with the court by third parties in this proceeding and advising the Debtor thereon; d) attend all meetings conducted pursuant to Section 341(a) of the Bankruptcy Code and representing the Debtor at all examinations; e) communicate with creditors and all other parties in interest; f) assist the Debtor in preparing all necessary legal papers supporting positions taken by the Debtor, and preparing witnesses and reviewing documents in this regard; g) confer with all other professionals, including any accountants and consultants retained by the Debtor and by any other party in interest; h) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; i) prepare, draft and prosecute the plan of reorganization and disclosure statement; and j) perform other legal services required by the Debtor. The Law Office of Peter M. Daigle will charge these hourly fees: Attorneys $450 Associates $325 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Peter Daigle, Esq., a partner at The Law Office of Peter M. Daigle, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Peter M. Daigle can be reached at: Peter M. Daigle, Esq. The Law Office of Peter M. Daigle 1550 Falmouth Road, Suite 10 Centerville, MA 02632 Tel: (508) 771-7444 About 79 Nick Trail 79 Nick Trail LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-10893) on June 6, 2023, listing $50,000 in both assets and liabilities. Peter M. Daigle, Esq., at The Law Office of Peter M. Daigle represents the Debtor as counsel. 9300 WILSHIRE: Taps Rutan & Tucker as Special Counsel ----------------------------------------------------- 9300 Wilshire, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Rutan & Tucker, LLP. The firm will represent the Debtor: (a) as special litigation counsel in certain litigation pending in the Superior Court of California, County of Los Angeles (Case Number 20STCP03193), styled City of Redondo Beach, et al, v. California State Water Resources Board, et al, in which the Debtor is a party-in-interest and cross-complainant; (b) as special land-use counsel concerning the Debtor's 50-acre commercial property in Redondo Beach, Calif.; (c) as special real estate counsel on transactional real estate matters concerning the Redondo property; (d) as special regulatory law counsel on regulatory law matters concerning the Redondo property; and (e) as special litigation counsel on other possible litigation matters concerning the Redondo property. The firm will charge these hourly fees: Doug J. Dennington $550 Peter Howell $550 Ajit Thind $550 Scott Cooper $370 Erik C. Leggio $350 Douglas Dennington, Esq., a partner at Rutan & Tucker, disclosed in a court filing that his firm neither holds nor represents any interest adverse to the Debtor's estate with respect to the matters for which it is to be employed. The firm can be reached through: Douglas Dennington, Esq. Rutan & Tucker, LLP 611 Anton Boulevard, Suite 1400 Costa Mesa, CA 92626-1931 Tel: 714-641-5100 Fax: 714-546-9035 Email: DDennington@rutan.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. The Debtor tapped Greenspoon Marder, LLP as bankruptcy counsel and Rutan & Tucker, LLP as special counsel. ADAMS 3 LLC: Secured Creditor's Plan Confirmed by Judge ------------------------------------------------------- Judge Elizabeth L. Gunn has entered an order confirming the Chapter 11 Plan filed by Dashco, Inc., for debtor Adams 3 LLC. Judge Gunn ordered that the Plan is confirmed subject to the alterations: * that the second word of Section 4.1.3 of the Plan is changed from "five" to "three;" and it is further * that all fees due and owing to the United States Trustee, whether presently due or hereafter coming due, shall be timely paid by the estate of Adams 3, LLC (the "Debtor"), and the estate shall reserve monies for said payment, except any such fees arising solely on account of the subject estate remaining open while the Estate Representative (as that term is defined in the Plan) conducts business, and not owing to any monetary distributions made by the estate, may be advanced by the Estate Representative subject to reimbursement if and when the Estate Representative collects monies to thereafter distribute to one or more parties in interest. A copy of the Plan Confirmation Order dated July 6, 2023 is available at https://urlcurt.com/u?l=tmCthU from PacerMonitor.com at no charge. Counsel for Dashco, Inc.: Maurice B. VerStandig, Esq. THE VERSTANDIG LAW FIRM, LLC 9812 Falls Road, #114-160 Potomac, MA 20854 Phone: (301) 444-4600 Facsimile: (301) 444-4600 E-mail: mac@mbvesq.com About Adams 3 Adams 3, LLC, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Case No. 22-00205) on Nov. 1, 2022, with between $1 million and $10 million in both assets and liabilities. Napoleon Ibiezugbe, Adams 3 officer, signed the petition. Judge Elizabeth L. Gunn oversees the case. Frank Morris, II, Esq., at the Law Office of Frank Morris, II and Comprehensive Business of Northern Virginia, LLC serve as the Debtor's legal counsel and accountant, respectively. Bradley D. Jones is the Chapter 11 trustee appointed in the Debtor's case. The trustee is represented by Odin, Feldman & Pittleman, P.C. AEROFARMS INC: Seeks to Hire 'Ordinary Course' Professionals ------------------------------------------------------------ AeroFarms, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire professionals utilized in the ordinary course of business. The "ordinary course" professionals include: -- Biggins Lacy Shapiro & Company Tax Consulting Monthly Cap: $5,000 -- Cohn Reznick Accounting Monthly Cap: $12,000 -- Fross Zelnick Lehrman and Zissu Legal Monthly Cap: $15,000 -- ICR, LLC Communications Monthly Cap: $50,000 -- Jackson Lewis P.C. Legal Monthly Cap: $1,000 -- Kounted Accounting Monthly Cap: $25,000 -- KPMG Audit and Accounting Monthly Cap: $60,000 -- Manatt Phelps Phillips Legal Monthly Cap: $5,000 -- McCarter and English Legal Monthly Cap: $15,000 -- Norris McLaughin Legal Monthly Cap: $1,600 -- Wilkin & Guttenplan PC Accounting Monthly Cap: $5,000 -- Williams Graffeo and Stern Legal Monthly Cap: $13,000 The Debtors do not believe that any of the OCPs holds interests materially adverse to the Debtors, creditors and other parties involved in the Debtors Chapter 11 cases. About AeroFarms Inc. AeroFarms, Inc. is engaged in large-scale commercial indoor vertical farming, using proprietary aeroponic technology to grow differentiated leafy greens products while using up to 95 percent less water and zero pesticides. AeroFarms operates two commercial farms, which are located in Danville, Virginia and Newark, New Jersey, where they also have their Company headquarters. AeroFarms and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on June 8, 2023. In the petition signed by Guy Blanchard, president and CEO, the Debtor disclosed up to $500 million in assets and up to $100 million in liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as communications and consulting services provider, Omni Agent Solutions as notice and claims agent. AEROFARMS INC: Taps DLA Piper as Bankruptcy Counsel --------------------------------------------------- AeroFarms, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire DLA Piper LLP (US) as their legal counsel. The firm will render these services: a. give advice regarding the rights, powers and duties of the Debtors in the operation and management of their respective businesses and properties during the pendency of their Subchapter V cases; b. prepare legal documents and review all financial reports to be filed with the court; c. advise the Debtors concerning, and prepare responses to, legal papers that may be filed by other parties involved in their bankruptcy cases; d. advise the Debtors with respect to, and assist in the negotiation and documentation relating to, the negotiation and consummation of transactions contemplated under the proposed joint Subchapter V plan of reorganization or liquidation; e. advise the Debtors regarding actions to collect and recover property for the benefit of their estates; f. advise the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections; g. assist the Debtors in reviewing, estimating, and resolving claims asserted against their estates; h. assist the Debtors in complying with applicable laws and governmental regulations, including with respect to the Food and Drug Administration; and j. provide non-bankruptcy services for the Debtors to the extent requested. The firm will be paid at these rates: Richard Chesley (Partner) $1,615 per hour Stuart Brown (Partner) $1,560 per hour David Riley (Associate) $1,115 per hour Kaitlin MacKenzie (Associate) $1,080 per hour Shelby Nace (Associate) $ 965 per hour Robert Moskalewicz (Associate) $ 915 per hour Nicole McLemore (Associate) $ 750 per hour Daniel Trager (Law Clerk) $ 730 per hour Carolyn Fox (Paralegal) $ 380 per hour DLA Piper received $350,000 in aggregate advanced retainer payments. Richard Chesley, Esq., a partner at DLA Piper, 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: Richard Chesley, Esq. DLA Piper LLP (US) 444 W. Lake Street, Suite 900 Chicago, IL 60606 Tel: (312) 368-3430 Fax: (312) 630-5330 Email: Richard.chesley@dlapiper.com About AeroFarms Inc. AeroFarms, Inc. is engaged in large-scale commercial indoor vertical farming, using proprietary aeroponic technology to grow differentiated leafy greens products while using up to 95 percent less water and zero pesticides. AeroFarms operates two commercial farms, which are located in Danville, Virginia and Newark, New Jersey, where they also have their Company headquarters. AeroFarms and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10737) on June 8, 2023. In the petition signed by Guy Blanchard, president and CEO, the Debtor disclosed up to $500 million in assets and up to $100 million in liabilities. Judge Mary F. Walrath oversees the case. The Debtors tapped DLA Piper LLP (US) as general bankruptcy counsel, CloudPoint Capital LLC as investment banker, ICR, LLC as communications and consulting services provider, Omni Agent Solutions as notice and claims agent. ALLEGIANT TRAVEL: Fitch Rates $100MM Revolver Loan 'BB+' -------------------------------------------------------- Fitch Ratings has affirmed Allegiant Travel Company's Issuer Default Rating (IDR) at 'BB-' and the company's senior secured note and revolver ratings at 'BB+/RR2'. Fitch has also assigned a 'BB+'/'RR2' rating to Allegiant's $100 million senior secured revolver with Credit Agricole. The Rating Outlook is Stable. Fitch expects leverage to be high for the rating driven by near-term additional aircraft debt. The high leverage is balanced with good coverage levels and a solid liquidity position. The rating is also supported by resilient leisure demand and Allegiant's low-cost structure that Fitch believes could mitigate potential demand weakness from a weaker economic environment. Allegiant's industry-leading profitability is expected to gradually return to pre-pandemic levels on the back of fuel price normalization, capacity recovery, and better fuel economics of the new 737 MAXs in the fleet. Rating concerns include material near-term debt addition stemming from upcoming aircraft deliveries and a shortage of pilots. Aircraft debt is likely to push leverage to reach Fitch's negative sensitivity in 2023 or 2024. Fitch expect leverage to trend lower starting in 2025. Pilot attrition also remains a concern. Allegiant is in process of negotiating with its pilot union, and reaching a deal is key to stabilizing operations. KEY RATING DRIVERS Demand Remains Supportive, Supply Constrains: Allegiant continues to benefit from a supportive leisure market with strong demand, yet tight supply. The company reports that bookings remain resilient in peak travel periods. In Q1 2023, Allegiant saw a record high load factor at 85% with yields up 19% yoy. However, Allegiant is facing capacity constraints due to pilot attrition, air traffic control shortages, and shortages of personnel for maintenance and repairs. The airline pulled back its initial capacity guidance by roughly 3% for full year 2023 because of operational constraints. Fitch expects capacity constraints to ease in 2024 as pilot attrition normalizes. While Fitch believes industry demand could soften in a weaker economic environment, Allegiant's position as a low-cost leisure carrier will partially mitigate demand weakness. Leisure demand tends to be resilient through cycles, and the company could benefit to some extent from customers trading down from mainline airlines to search for affordable flights. EBITDA Margin Improving: Fitch expects increased aircraft utilization, reduced cost inflation, fuel price normalization and better fuel economics of Allegiant's 737 MAXs to support near term EBITDA recovery toward pre-pandemic levels. Due to its low-cost structure and optimized scheduling, Allegiant led the industry in profitability, generating mid 20% operating margins prior to the pandemic. Headwinds to EBITDA recovery include the ongoing pilot shortage, rising wages and the potential for weakened yields in a softer macroeconomic environment. Once Allegiant reaches a new pilot contract, Fitch expects wage increases similar in magnitude to what was seen at Delta and Spirit (34% average) to allow Allegiant to catch up on pay. While a new contract comes with higher costs, Fitch expects a benefit to pilot attrition. Fitch's base case forecasts EBITDA margin to gradually expands and stay around low to mid 20% from 2023 to 2025. EBITDAR Fixed Charge Coverage is expected to trend from 2.8x to 3.3x. Leverage Touches Negative Sensitivity: Fitch forecasts leverage to rise in near term as Allegiant takes on debt to finance its 50 737 MAXs to be delivered through 2025. While Fitch expects EBITDA growth could support additional aircraft debt, Fitch's base case builds in conservatism on the pace of EBITDA expansion given operational constraints in pilot staffing. Fitch forecasts leverage to reach Fitch's negative sensitivity at 4.5x in 2024. Leverage is expected to trend back towards high to mid 3x as operational constraints ease. Pilot Constraint: Pilots are Allegiant's main challenge in restoring its network and expanding capacity. The company recently pulled back its capacity guidance for 2023 citing the need to provide a buffer for operations due to lack of pilots, other staffing challenges and ATC shortages. The airline is facing competition from mainline carriers to retain and compete for pilots. Management stated on its Q1 2023 earning call that attrition levels were 20% in Q1 and they expect 25% for full year 2023. Attrition may slow as mainline airlines reduce hiring from peak levels and Allegiant reaches a new pilot contract with higher wages. Fitch also believes that Allegiant's business model helps to attract pilots by allowing them to return to a home base every day. While Fitch expect attrition to improve, executing on a pilot deal and returning to headcount growth will remain a watch item. 737 MAX Transition: Allegiant also faces some execution risk with the induction of its new 737 MAXs, which will be an ongoing effort through 2025. Initially some capacity will be removed as Allegiant pulls out pilots for training starting Q4 2023, impacting revenues. There will be additional costs and operational complexities for a low-cost carrier to operate both Boeing and Airbus aircraft, although Allegiant's strategy to have the fleets at separate bases would reduce complexity to some degree. FCF Negative, Sufficient Liquidity: Heavy aircraft CAPEX will drive negative FCF until at least 2024. Fitch expects Allegiant's liquidity and new aircraft debt will be sufficient to cover the FCF shortfall. Allegiant could push back a portion of deliveries to preserve the balance sheet if demand is weaker than expected while some of the deliveries are desirable for the airline to replace the older less fuel-efficient aircraft in the fleet. Allegiant's total liquidity consisted of $1 billion in cash and short-term investment, $275 million availability in revolving facilities, in addition to close to $170 million availability on its PDP financing facilities as of March 2023. Allegiant could also tap on its unencumbered assets and equity build in encumbered assets to shore up liquidity. Sunseeker Resort: The Pending completion of the Sunseeker resort alleviates construction and funding risk for the project. Fitch expects Sunseeker to run at loss in Q4 2023 and will turn increasingly profitable in the next two years. A brand new hotel resort typically takes time to gain awareness and mature. It may also need to overinvest to ensure customer satisfaction when it first opens. Given the lack of operating history, Fitch conservatively estimates Sunseeker to add $20 million-30 million of EBITDA from 2024 to 2027. DERIVATION SUMMARY Allegiant compares well to other low-cost carriers such as Spirit Airlines (B+/Stable) and Jetblue Airways Corp (BB-/Negative), which also focus heavily on domestic leisure travel. Allegiant's sole focus on leisure in underserved niche markets insulates the company from pricing pressures that both Jetblue and Spirit may encounter from larger airlines such as American and Delta. Although Spirit is a larger low-cost provider, Allegiant has rebounded from the pandemic faster than Spirit, demonstrated by stronger profitability and leverage metrics. Relative to JetBlue, Allegiant has lower route diversification and is a smaller sized airline. JetBlue and Allegiant's ratings are similarly pressured by large CAPEX spend for aircraft deliveries which will push leverage higher and drive FCF negative. Unlike Allegiant, large network carriers such as American (B-/Positive), Delta (BB+/Stable), and United (B+/Stable) are more exposed to international and business trends. Business and international lagged domestic leisure recovery, but the international side is rebounding quickly in 2023, supporting their ratings. KEY ASSUMPTIONS - Pilot shortage, MRO and ATC issues constrain ASM growth into 2024; - ASMs grow low single digit in 2023 and high single digit to mid double digits until 2025 as Allegiant takes new deliveries of the MAXs and pilot shortage eases; - Load factor remains solid at 85% throughout forecast; - Yield peaks in 2023 driven by solid leisure demand and tight capacity. Yield softens in 2024 and 2025, reflecting potentially weaker economic environment; - Wage, salaries, benefits increase by roughly 40% phased in 2023 and 2024; - Fuel costs decline from $3.00/gallon in 2023 to $2.50 the remaining of forecast; - CASM decreases in 2023 mainly due to lower oil prices and increased capacity, offsetting increase in wage, salaries and benefits; - EBITDA margin improves gradually from 2022 to 25% in 2025 and 2026; - Annual CAPEX is elevated from $700 million to $1 billion from 2023 to 2025. Aircraft is expected to be financed at 70%-75% loan-to-value. Interest on new aircraft debt is assumed at 5% to 8%; - Sunseeker resort contributes $20 million-30 million run rate EBITDA throughout forecast. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Total adjusted debt/operating EBITDAR sustained below 3.5x; - Increased financial flexibility demonstrated by sustained high liquidity level and/or increased unencumbered assets; - Demonstrated execution on growth strategy including maintaining pipeline of pilots and onboarding new MAXs while improving EBITDA margins; - Successful completion and management of the Sunseeker resort. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Total adjusted debt/operating EBITDAR sustained above 4.5x; - EBITDAR Fixed Charge Coverage below 2.5x; - Declining financial flexibility demonstrated by reliance on revolver draws, deteriorating CFO generation, or depleting cash balance; - EBITDA margins sustained in the mid double digits. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: As of March 31, 2023, Allegiant held roughly $1.0 billion in cash, cash equivalent and short-term investments. The company also have $275 million of undrawn secured revolver, in addition to close to $170 million availability in PDP financing facility for aircraft pre-delivery deposits. 2024 is expected to be a cash intensive year as a result of aircraft deliveries and the maturity of Allegiant's $150 million secured bond. Fitch expects CAPEX and the debt payment to be manageable, supported by sufficient liquidity, aircraft debt financing, and annual CFO generation of roughly low to mid $400 million. Allegiant will have $52 million of annual amortization on Sunseeker resort's debt starting in 2025 and the next material debt maturity is not until 2027 when the $550 million secured debt becomes due. Debt: The company had roughly $2.1 billion of debt outstanding as of March 2023. All the debt are senior secured but collateral varies. Allegiant has $1.0 billion outstanding debt that are backed by aircraft and spare engines (aircraft debt, VIEs, and capital lease). Other material debt includes the company's $150 million notes due 2024 and $550 million notes due 2027, and $75 million undrawn revolver with Barclays, all are pari passu and secured by the company's non-aircraft assets (except Sunseeker's assets), as well as a $350 million construction loan secured by Sunseeker's assets and $62.8 million of a PDP ABL backed by pre-delivery deposits for the 737 MAXs. Allegiant also has $100 million undrawn revolving securities with MUFG and $100 million revolver with Credit Agricole, both backed by aircraft and engine borrowing base. ISSUER PROFILE Allegiant Travel Company (Allegiant) is an ultra-low-cost airline primarily focused on providing service to vacation destinations to under-served small and medium-sized markets throughout the United States. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ARK LABORATORY: Bids Due July 28, Auction on July 30 ---------------------------------------------------- Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern District of Michigan approved Ark Laboratory, LLC's proposed bidding procedures of and a form of asset purchase agreement relating to the Debtor's sale of substantially all of its assets. On June 23, 2023, the Debtor requested that the Court enter orders: (1) approving the Bidding Procedures and the form of the Purchase and Sale Agreement relating to the sale of the Property; (11) authorizing the Debtor's sale of the Property free and clear of liens, claims and encumbrances to Auxo Investment Partners, LLC subject to higher and better bids, (11) authorizing the assumption and assignment of executory contracts and unexpired leases, and (iv) granting such other related relief. The Debtor intends to sell to Auxo all of its assets free and clear of liens, claims, interests and encumbrances. The Debtor and Auxo have reached agreement regarding the terms of the sale of the property to Auxo. Auxo is not paying cash but rather as the secured creditor of the Debtor is making a credit bid in the amount of $6,536,566.07 to acquire the Property, subject to higher and better offers. Auxo is also agreeing to assume certain executory contracts and unexpired leases pursuant to Section 365 of the Bankruptcy Code, subject to agreeing to pay such cure amounts that may be due to such counterparties as of the Petition Date. In order to insure the highest and best offer for the Property, the Debtor has developed the Bidding Procedures as a means of allowing competitive bidding. As set forth in the Bidding Procedures, in order to participate in the sales process, a party must first execute a nondisclosure agreement in a form acceptable to the Debtor to be considered a potential bidder. Auxo, having already submitted its bid for the Property in the form of its entry into the Purchase and Sale Agreement, shall not be required to submit any additional bid, but may submit an additional bid in response to the bid of any other Qualified Bidder on or before the Bid Deadline. To the extent Auxo submits an additional bid in response to the bid of any other Qualified Bidder, the Debtor shall share the terms of such additional bid of Auxo with the other Qualified Bidders and the Creditors' Committee. The Bid Deadline is July 28, 2023, at 4:00 p.m. (prevailing Eastern Time). After all Qualified Bids have been received, the Debtor intends to conduct an auction to the Property if a Qualified Bid other than that of Auxo has been received. The Auction shall take place July 31, 2023, at 10:00 a.m. at the offices of: Miller Johnson 500 Woodward Avenue, Suite 2800 Detroit, MI 48226 Only Auxo and any other Qualified Bidders who have submitted the Required Bid Documents in form and substance satisfactory to the Debtor, after consultation with the Creditors' Committee, by the Bid Deadline will be eligible to participate in the Auction. Based upon the terms of the Qualified Bids received, the level of interest expressed as to the Property, and such other information as the Debtor, after consultation with the Creditors’ Committee, determines is relevant, the Debtor, in consultation with the UST and the Creditors' Committee, will conduct the Auction in the manner it determines will result in the highest or otherwise best offer for the Property. If there is not a timely Qualified Bidder other than Auxo, then Auxo shall be deemed the Successful Bidder, and the Auction shall not be held. The hearing to approve the sale will be held August 3, 2023 at 11:00 a.m. (prevailing Eastern Time). Sale objections are due July 27. About Ark Laboratory, LLC Ark Laboratory, LLC owns and operates a medical laboratory. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-43403) on April 12, 2023. The petition was signed by James Grossi, its principal. In its schedules, the Debtor disclosed $11,096,191 in total assets and $32,057,267 in total liabilities. Judge Maria L. Oxholm oversees the case. Robert N. Bassel, Esq., represents the Debtor as legal counsel. BLUE RIBBON: S&P Downgrades ICR to 'CCC' on Upcoming Maturity ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Blue Ribbon LLC (Pabst) to 'CCC' from 'CCC+' and its issue-level rating on its senior secured debt to 'CCC+' from 'B-'. S&P also placed all its ratings on CreditWatch with developing implications. The CreditWatch placement reflects the potential for a higher or lower rating over the next few months depending on the successful refinancing of the mortgage and a continued operating rebound. The downgrade and CreditWatch placement reflect the looming mortgage maturity at Pabst's subsidiary. Pabst acquired a property in Irwindale, Calif., from Molson Coors Beverage Co. in November 2020 as part of an agreement to settle outstanding litigation. There is a mortgage secured by the property, which is owned by its unrestricted subsidiary, IBY Property Owner LLC (IBY). S&P said, "We consolidate the mortgage and financial results of IBY into our analysis of Pabst, though management does not view the asset as core and continues to indicate its long-term intention to sell it. The mortgage matures in November 2023, and although it is nonrecourse to Pabst, it is guaranteed by Pabst's parent, Blue Ribbon Holdings LLC. While we believe there is significant excess value in the property to support the refinancing, unfavorable market conditions could prolong the successful completion of a transaction. Moreover, we do not believe Pabst or Blue Ribbon Holdings have the capital resources to repay the mortgage when it comes due. Therefore, default risk on this loan is elevated until a successful refinancing occurs, which is possible but less than certain." Partial proceeds from any future sale of the Irwindale property could improve Pabst's credit metrics. The property comprises 150 acres of undeveloped land and a 75-acre brewery that IBY leases to City Brewing Company LLC (CCC/Negative/--). Because it remains a noncore asset, we continue to believe that Pabst can substantially improve its credit metrics by applying proceeds from sales of parcels of the property toward repayment of the mortgage and term loan. However, the timing of any sale is uncertain and will likely be prolonged by an unfavorable macroeconomic environment, as well as the company's potential plans to develop some of the unused land before sale. Our forecast does not incorporate any property sales. We expect Pabst will remain compliant with its springing covenant but its cushion will be tight. Pabst's revolver is subject to a springing 6x first-lien leverage ratio (the IBY mortgage is not included in this covenant) that is effective when revolver borrowings exceed $10.2 million. The covenant was not effective in the first quarter of 2023. However, the ratio at the end of the quarter measured just under 6x, meaning the company had limited borrowing capacity beyond the $10.2 million threshold. S&P said, "While we do not expect the covenant to be effective in the second quarter given still modest outstanding borrowings, we expect it will become effective in the third quarter because the company will need to utilize the revolver to the fund significant cash outflows. These outflows include accrued litigation payments, royalty payments due to a partner, and its high principal amortization payments. We believe borrowing capacity will be constrained by the covenant but be sufficient to cover the company's near-term liquidity needs, particularly as EBITDA should continue to expand over the next couple of quarters, supported by recent industry tailwinds. However, we forecast its covenant cushion will be less than 10%, so if operating performance or free operating cash flow (FOCF) are weaker than we expect, it could trigger a covenant violation." S&P expects significant volume growth and easing input cost pressures to support profit expansion over the coming quarters. Pabst's first-quarter profits were heavily pressured by higher input costs, including a contractual fixed fee per barrel increase implemented by its co-manufacturer, Molson Coors, in the second half of 2022. S&P said, "Notwithstanding the first-quarter profit decline, we expect profits to grow in 2023, driven by strong volume growth and easing of some input costs. Market data indicate retail sales of the company's core brand, Pabst Blue Ribbon, have increased close to 20%, attributable to the Bud Light boycott that began in early April and to management's strategic decision to better align pricing of its core brands below that of premium tier beers. While we expect some of the momentum to slow as Anheuser-Busch InBev's (ABI) promotional intensity increases, we expect Pabst's volume growth to remain healthy in 2023. This is particularly true given that after three months, ABI has had limited traction regaining its lost share from other players. As a result of the higher volumes, Pabst is benefiting from better fixed-cost absorption (Molson Coors can pass through some absorption costs as part of its contract) and easing freight costs, which we anticipate will support sequentially higher margins. As a result, we expect improved profitability in the second half of the year. We nonetheless continue to view the capital structure as unsustainable, as we still do not believe the company's cash flow profile is sufficient to cover its high principal amortization payments and interest expense, which has increased due to higher rates." The CreditWatch placement reflects the uncertainty around the timing of the IBY mortgage refinancing. If IBY refinances its mortgage on satisfactory terms, we would likely raise our rating on Pabst to 'CCC+', subject to the core business performing in line with expectations, including improving covenant cushion and maintaining adequate liquidity. S&P said, "We could lower the rating, possibly to SD, if IBY cannot refinance its mortgage. We could also lower the rating if we believe Pabst will likely face a liquidity crisis because of weaker-than-expected operating performance, including a potential covenant violation or inability to access its revolver." BOXED INC: Seeks Approval to Hire FTI, Appoint CROs --------------------------------------------------- Boxed, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ FTI Consulting, Inc. and appoint Heath Gray and Kevin Martin to serve as co-chief restructuring officers. FTI will provide restructuring services as directed by the Debtors' Board of Directors. The firm will charge these hourly fees: Senior Managing Directors $1,045 to $1,495 Directors/Senior Directors/ Managing Directors $785 to $1,055 Consultants/Senior Consultants $435 to $750 Administrative/Paraprofessionals $175 to $325 In addition, the firm will seek reimbursement for its out-of-pocket expenses. As disclosed in court filings, FTI is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath Gray Kevin Martin FTI Consulting, Inc. 999 17th Street, Suite 700 Denver, CO 80202 Telephone: +1 612 417 1486 Email: heath.gray@fticonsulting.com About Boxed Inc. Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an e-commerce retailer and an e-commerce enabler in New York. It operates an e-commerce retail service that provides bulk pantry consumables to businesses and household customers, without the requirement of a "big-box" store membership. This service is powered by the company's own purpose-built storefront, marketplace, analytics, fulfillment, advertising, and robotics technologies. Boxed further enables e-commerce through its Software & Services business, which offers customers in need of an enterprise-level e-commerce platform access to its end-to-end technology. Boxed and four affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on April 2, 2023. In the petition signed by its chief executive officer, Chieh Huang, Boxed disclosed $100 million to $500 million in both assets and liabilities. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Solomon Parners, L.P. as investment banker. Epiq Corporate Restructuring, LLC is the 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. Fox Rothschild, LLP and Alvarez & Marsal North America, LLC serve as the committee's legal counsel and financial advisor, respectively. CANOPY GROWTH: Fitch Raises IDR to 'CCC-' ----------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDR) for Canopy Growth Corporation and 11065220 Canada Inc. to 'RD' from 'CCC-' reflecting the agreements with certain convertible noteholders that exchanged debt for common shares. Subsequently, Fitch has reassessed and upgraded the IDRs to 'CCC-' post completion of the exchange. Fitch has also downgraded the ratings for the senior secured term loan facility at Canopy and the co-issuer, 11065220 Canada, Inc. to 'CCC+'/'RR2' from 'B-'/'RR1'. The post-exchange IDR of 'CCC-' reflects Canopy's current liquidity position including actions taken to reduce the high cash burn rates and recent asset sales and the uncertain path to profitability due to executional risks around its operating strategies. Fitch could take further negative rating actions if Canopy pursues actions that Fitch considers a distressed debt exchange per its criteria or the liquidity headroom becomes further diminished. KEY RATING DRIVERS Agreement Constitutes a DDE: Canopy entered into privately negotiated exchange agreements with certain noteholders that cancels CAD12.5 million of the convertible notes due July 15, 2023 for a cash payment of the unpaid and accrued interest and the issuance of approximately 24.3 million Canopy common shares. Fitch views the execution of this transaction as a DDE under its criteria. When considering whether the transaction should be classified as a DDE, Fitch expects both of the following to apply: the transaction imposes a material reduction in terms compared with the original contractual terms; and it is conducted to avoid bankruptcy, similar insolvency or intervention proceedings, or a traditional payment default. Fitch believes this satisfies both prongs of its test including a material reduction in terms due to the equitization of the notes held by the holders. Constrained Liquidity: Canopy's cash and short-term investments were CAD783 million at March 31, 2023. Adjusting for payments made following year-end close, including the repayment USD93.75 million of Canopy's term loan at a 7% discount, cash and short-term investments were around CAD666 million per management's earnings call. Absent any further agreements with remaining 2023 noteholders, Fitch anticipates Canopy would repay the remaining notes outstanding of approximately CAD225 million. While Canopy is expected to reduce operating FCF deficits given announced cost reduction initiatives, including several measures to reduce the cash burn related to brand building and operational plans around BioSteel, operating deficits could remain material in FY2024 at around CAD300 million. This compares with around CAD600 million annually the past three years. Since April 1, 2023, Canopy has sold five facilities for proceeds of CAD81 million and expects to realize up to CAD150 million in total proceeds from facility divestitures by Sept. 30, 2023. Under provisions of the term loan agreement, 50% of proceeds will be used to paydown outstanding amounts of the term loan. Canopy continues to assess additional strategic options to supplement liquidity and reduce cash operating deficits. Canopy's financial statements for year-end FY2023 contain a statement by its auditors expressing uncertainty regarding the ability to continue as a going concern. Canadian Operations Challenged: Given the ongoing structural issues within the Canadian cannabis marketplace, challenges with operating strategies and uncertain path to profitability, Canopy announced further restructurings in February 2023 to move to an asset-light, third-party sourcing model that includes the closure of the Smiths Falls cultivation facility and significant headcount reductions across the business. Cost initiatives. including actions announced in April 2022 have reduced expenses by a combined CAD125 million through the end of FY2023. Canopy expects remaining initiatives could reduce annual expenses between CAD240 to CAD310 million in total. Canopy anticipates these actions will result in breakeven to positive EBITDA in all businesses, with the exception of BioSteel by the end of FY2024. U.S. Transaction Subject to Risk: In October 2022, Canopy announced the creation of a new U.S.-domiciled holding company, Canopy USA, LLC (CUSA), that holds the company's conditional U.S. cannabis investments. This could enable it to exercise rights to acquire Acreage Holdings, Inc., Mountain High Products, LLC, Wana Wellness, LLC and The Cima Group, LLC (Wana), and Lemurian, Inc. (Jetty). Fitch believes the transaction, as proposed, is subject to material execution risks including regulatory, shareholder and exchange approval. Canopy has filed a revised proxy statement as the previous CUSA structure was not in compliance with NASDAQ's listing rules. Presently, little clarity exists around Canopy's timeline to move forward with this organizational structure, including the successful completion of the proxy review and timing for the shareholder vote. As contemplated, Canopy would not directly own any of the U.S. cannabis assets and would hold the non-voting and non-participating shares in CUSA. CUSA will also need to maintain funding separate from Canopy and will likely be reliant on other external avenues to fund strategic initiatives. Fitch will continue to review Canopy's corporate structure and exposure to U.S. assets including THC that are federally illegal and whether that increases rating concerns. Parent-Subsidiary Linkage: Fitch's ratings for Canopy do not assume any ratings support from the strategic linkage between Constellation and the company. In connection with the proposed transactions announced by Canopy in October 2022, assuming approval and adoption of certain amendment proposals including the special resolution authorizing an amendment to create a new class of non-voting Canopy exchangeable shares, Constellation has expressed its current intention to convert all of its common Canopy shares into exchangeable shares. As part of this conversion, all commercial agreements between Canopy and Constellation would be terminated, Constellation will no longer have board rights or approval rights over certain transactions, and any restrictive covenants previously agreed upon between the parties will terminate. Across Canopy's corporate structure, Fitch equalizes the IDRs. DERIVATION SUMMARY Canopy is rated lower than Legends Hospitality Holding Company, LLC (B-/Stable) and GPS Hospitality Holding Company LLC. (CCC+). Legends' B-/Stable rating reflects its modest scale, high adjusted leverage in the 7x area and minimal FCF. The rating is supported by the company's strong liquidity and its unique position as a fully integrated provider of hospitality services for professional and college sports teams, live entertainment venues, and attractions. While the pandemic substantially disrupted the company's operations, new business has driven strong growth in revenues, which significantly exceed pre-pandemic levels. EBITDA margins remain depressed due to high inflation and the lower-margin nature of contracts Legends has recently entered into, but Fitch expects continued margin recovery and new contract wins will support EBITDA growth over the longer term. GPS Hospitality's 'CCC+' rating reflects Fitch's view of a stabilization in sales and improved operating performance following an extended period of sales decline and margin contraction, driven by wage and commodity inflation, notably at the primary brand Burger King. The improvement in earnings is supported by increased core capabilities through new kitchen equipment, outdoor digital menus, new menu offerings, as well as enhanced recruiting platforms that have helped alleviate staffing challenges. The rating is constrained by the company's small scale with expected revenues and EBITDA of $690 million and $35 million in 2023, respectively, resulting in high leverage of around 9x. KEY ASSUMPTIONS - Revenue declining in the low single digits in FY2024, assuming Canadian cannabis quarterly run rate of around CAD40 million and mid-single digit decline in consumer products revenues with declines in BioSteel reflecting recent actions to reposition the brand in North America offset partially by growth in Storz and Bickel. Revenue growth in low double digits in FY2025, reflecting Canadian cannabis quarterly run rate of around CAD50 million; - EBITDA deficit in the mid-to-upper CAD100 million range in FY2024 versus negative CAD353 million in FY2023, reflecting cost take-out initiatives. In FY2025, EBITDA deficit decreasing to around breakeven driven by cost savings and strategic operating initiatives; - Cash interest costs in the CAD120 million range in FY2024, decreasing to the low CAD100 million range in FY2025. Interest rate assumption based on SFOR forward curve; - Capital spending of about 12 million in FY2024 and FY2025; - FCF deficit around CAD300 million in FY2024, decreasing to the CAD100 million range in FY2025. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Good execution with ongoing strategic initiatives that results in greater clarity around a pathway to profitability that generates positive EBITDA, significant reduction in operating deficits and improved liquidity to fund ongoing operations and necessary investments over the next 24 to 36 months. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Canopy enters into a debt restructuring that could be classified as a DDE per Fitch's criteria; - Further reduction in liquidity headroom such that a default appears probable; - Lack of profitability improvement that increases concerns around the sustainability of its capital structure. LIQUIDITY AND DEBT STRUCTURE Ongoing Cash Burn, Weakening Liquidity: The ongoing cash burn combined with market conditions have eroded Canopy's liquidity position and hamper its ability to access additional capital. Cash, cash equivalents and unrestricted short-term investments totaled CAD783 million at year-end 2023. This compares with approximately CAD1.4 billion and CAD2.3 billion for FY2022 and FY2021, respectively. In October 2021, Canopy agreed to acquire Wana for a cash payment of USD297.5 million. To supplement liquidity during 2023, Canopy entered into an agreement during February 2023 with an institutional investor to purchase up to USD150 million aggregate principal amount of senior unsecured convertible debentures with USD100 million sold on Feb. 21, 2023. In April 2023, Canopy refinanced CAD100 million of the 4.25% unsecured notes due in July 2023 held by Greenstar Canada Investment Limited Partnership, a wholly-owned subsidiary of Constellation Brands, Inc. that extended the maturity date to Dec. 31, 2024. Absent any further agreements with remaining 2023 noteholders, Fitch anticipates Canopy would repay the remaining notes outstanding of approximate CAD225 million in cash. Capital Structure: Canopy's USD750 million senior secured term loan facility matures in 2026. Canopy announced an agreement with certain lenders under its term loan credit agreement in October 2022 to tender for USD187.5 million of the principal amount outstanding at a discounted price of USD930 per USD1,000 or USD174.375 million. Canopy completed the second repayment in April 2023. The term loan contains a minimum liquidity covenant of USD100 million. Recovery Considerations For issuers with IDRs of 'B+' and below, Fitch performs a recovery analysis for each class of obligations. Issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching based on expected recoveries in a distressed scenario. Fitch takes the higher of liquidation value or enterprise value (EV, based multiple applied to the stressed EBITDA) to determine the waterfall recoveries. The 5.0x for Canopy considers historical bankruptcy exit multiples for CPG companies ranging from 4.0x to 10.0x, with a median reorganization multiple of 6.3x. The multiple for Canopy also considers Canopy's brands. Fitch considers the value accorded to the agreements to purchase interests for Wana, Jetty Extracts, and Acreage Holdings which has been stressed from current levels. In deriving a liquidation value of the assets, Fitch considered the liquidation value of inventory, receivables, and net property, plant and equipment and applied various advance rates. Fitch also considered liquidation values for Storz & Bickel, BioSteel, and thisworks, and valuations for Wana Brands, Jetty Extracts, Acreage, TerrAscend, and other assets. Fitch determined the liquidation value to be roughly CAD700 million. Thus, the recovery for Canopy is based on liquidation value of the assets rather than a going concern enterprise value. The initial USD750 million term loan has been reduced by USD187.5 million pursuant to the October 24, 2022 agreement with lenders. Following a 10% reduction for administrative claims, the recovery analysis for the term loan results in a recovery corresponding to 'CCC+'/'RR2'. ISSUER PROFILE Canopy is a leading global diversified cannabis and hemp company based in Canada that primarily produces, distributes and sells recreational and medical cannabis and hemp-based products. Canopy offers a large portfolio of branded cannabis product offerings, cannabis vaporizers and non-cannabis consumer packaged goods. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch adjusted the fair value of debt to reflect debt amount payable on maturity, stock-based compensation, transactions expenses, impairments and restructuring costs. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. CAPITAL G: Seeks to Hire Compass Florida as Real Estate Broker -------------------------------------------------------------- Capital G Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Compass Florida, LLC. The Debtor requires the services of a real estate broker to sell its real property located at 9100 W. Bay Harbor Dr. Unit, 10B, Bay Harbor Islands, Fla. It intends to sell the property either through an auction or in a private transaction. Compass Florida will get a commission of 6 percent of the sales price and an additional flat transaction commission in the amount of $350. As disclosed in court filings, Compass Florida does not represent any interest adverse to the Debtor. The broker can be reached through: Madeleine Romanello Compass Florida, LLC 605 Lincoln Road, 7th Floor Miami Beach, FL 33139 Mobile: 305-282-2133 Office: 305-851-2820 Email: madeleine.romanello@realmiamibeach.com About Capital G Investments Capital G Investments, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-14075) on May 24, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped Noble Law Firm as its bankruptcy counsel. CENTER FOR AUTISM: Court OKs $18MM DIP Loan from Ares Capital ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Center for Autism and Related Disorders, LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to obtain senior secured priming and superpriority postpetition financing, which would consist of (a) a Roll Up and (b) a new money delayed-draw term loan facility to be made from time to time during the Availability Period in an aggregate principal amount (exclusive of capitalized Commitment Fees) not to exceed at any time outstanding aggregate principal commitments of $18 million (exclusive of the Roll Up Obligations), pursuant to the terms of (x) the Final Order, (y) the Debtor-in-Possession Credit Agreement, by and among the DIP Borrower, Ares Capital Corporation, as administrative agent and collateral agent. The Delayed Draw Term Loans and Roll-Up Loans mature through the earliest to occur of: (i) the 80th day following the Petition Date; (ii) the consummation of a sale or sales of all or substantially all of the assets of the Chapter 11 Debtors; (iii) the substantial consummation of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court; (iv) entry of an order by the Bankruptcy Court approving (A) a motion seeking conversion or dismissal of any or all of the Chapter 11 Cases or (B) a motion seeking the appointment or election of a trustee, a responsible officer or examiner with enlarged powers relating to the operation of the Chapter 11 Debtors' business; and (v) the date of acceleration of all or any portion of the Delayed Draw Term Loans or Roll-Up Loans and the termination of the commitments in respect thereof upon the occurrence of an Event of Default; provided, in each case, that if such date is not a Business Day, then the applicable Maturity Date will be the next succeeding Business Day. Pursuant to a prepetition Credit Agreement, dated as of November 21, 2018, among (a) CARD Intermediate Holdings II, LLC, (b) Center for Autism and Related Disorders, LLC, as Borrower, (c) the Guarantors party thereto from time to time, (d) Ares Capital, as administrative and collateral agent, and (e) the Lenders from time to time party thereto, the Prepetition First Lien Secured Parties agreed to extend loans and other financial accommodations to, and issue letters of credit for the account of, the Borrower. As of the Petition Date, the applicable Debtors owed the Prepetition First Lien Secured Parties, pursuant to the Prepetition First Lien Loan Documents, an aggregate principal amount of not less than $278.067 million. The Debtors have an immediate and critical need to obtain the DIP Facility and use cash collateral to, among other things, permit the orderly continuation of the operation of their businesses; maintain business relationships with vendors, suppliers, and customers; make payroll; make capital expenditures; satisfy other working capital and operational needs; and fund the costs and expenses of the Cases. To the extent there is a diminution in value of the interests of the Prepetition First Lien Secured Parties in the Prepetition First Lien Collateral from and after the Petition Date, the Prepetition First Lien Agent, for the benefit of all the Prepetition First Lien Secured Parties, is granted replacement Liens upon all of the DIP Collateral. The Liens are subject to a Carve Out for clerk of court fees, U.S. trustee fees and bankruptcy professional fees. Subject and subordinate to the Carve Out, to the extent of Diminution in Prepetition First Lien Collateral Value, the Prepetition First Lien Secured Parties are further granted allowed superpriority administrative claims, pursuant to section 507(b) of the Bankruptcy Code, with priority over all administrative expense claims and priority and other unsecured claims against the Debtors or their estates. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=r7dsQd from Stretto, the claims agent. The Debtor projects total disbursements, on a weekly basis, as follows: $6,700,088 for the week ending July 9, 2023; $1,705,151 for the week ending July 16, 2023; $4,665,732 for the week ending July 23, 2023; and $2,010,639 for the week ending July 30, 2023. About Center for Autism and Related Disorders, LLC Center for Autism and Related Disorders, LLC provides treatment for individuals diagnosed with autism spectrum disorder (ASD). CARD primarily provides treatments through "center-based services," which are one-to-one ABA sessions for children, teens, and adults that take place at a CARD treatment center rather than at a patient's home. Center for Autism and Related Disorders LLC and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90709) on June 11, 2023. In the petition signed by Jennifer Webster, the Debtors disclosed up to $100 million in assets and up to $500 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as bankruptcy counse, Jackson Walker LLP as local bankruptcy counsel, Triple P RTS, LLC as restructuring advisor, Livingstone Partners LLC as financial advisor and investment banker, and Stretto, Inc. as claims agent. James Ktsanes, Esq., at Latham & Watkins LLP, and Timothy A. (Tad) Davidson II, Esq., at Hunton Andrews Kurth LLP, serve as counsel to the DIP Lender, Ares Capital Corp. COTTLE CHRISTI: Seeks Approval to Hire Christy Walls as Manager --------------------------------------------------------------- Cottle Christi L, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of West Virginia to hire Christy Walls, owner of Cottle Christi L, as its manager. Ms. Walls' duties will include the following: a. hiring employees. b. scheduling employees. c. purchasing food supplies. d. marketing. e. payment of invoices. f. all other day-to-day activities in connection with the operation of the restaurants. Ms. Walls is seeking compensation at the rate of $7,500 per month. Ms. Walls can be reached at: Christy Walls Cottle Christi L, LLC 16 Morgan LN Berkeley Springs, WV 25411 Phone: 304-901-4957 About Cottle Christi L, LLC Cottle Christi L, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W. Va. Case No. 23-00295) on June 16, 2023. The petition was signed by Christi L. Walls as owner/managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Joseph W. Caldwell, Esq. at CALDWELL & RIFFEE represents the Debtor as counsel. DECATUR 429: Taps Charles A. Higgs as Special Litigation Counsel ---------------------------------------------------------------- Decatur 429, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Law Office of Charles A. Higgs as special litigation counsel. The firm will render these services: a. drafting and filing a motion to value the Debtor's real property; b. representing the Debtor at hearings on valuation, in discovery related to the valuation hearing, and at the evidentiary hearing on valuation; and c. commencing adversary proceedings for turnover of property of the estate, to recover amounts for use and occupancy, and potentially asserting other claims for the benefit of the estate in adversary proceedings against third parties. The hourly rates of the firm's counsel and staff are as follows: Charles A. Higgs, Esq. $400 Paraprofessionals $200 The firm received a pre-bankruptcy retainer of $5,000. Mr. Higgs, 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: Charles A. Higgs, Esq. The Law Office of Charles A. Higgs 2 Depot Plaza, Ste. 4 Bedford Hills, NY 10507 Telephone: (917) 673-3768 Email: Charles@FreshStartEsq.com About Decatur 429 Decatur 429, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40081) on Jan 12, 2023, with as much as $1 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Law Office of James J. Rufo represents the Debtor as counsel. DEI VITAE: Natan, Crypto Say Debtor's Plan Can't Be Confirmed ------------------------------------------------------------- Natan Holdings, LLC, and Crypto Colo Center Corp object to the Disclosure Statement relating to Dei Vitae Enterprises, LLC's Plan of Liquidation. The Objectors say the Disclosure Statement should be rejected because it does not contain adequate information about the liquidation plan of the Debtor. The Objectors point out that the Disclosure Statement fails to describe relevant facts and DVE's assets accurately. They add that the Disclosure Statement does not completely or accurately describe DVE's assets: * The Disclosure Statement fails to describe all of the estate's assets and asserts that DVE owns assets (e.g., the Bower Property) that DVE does not own. * Unsurprisingly, the Disclosure Statement fails to completely describe DVE's assets -- DVE's schedules and the prior sale motion failed to adequately describe DVE's assets. * The Disclosure Statement fails to assign a value to those assets. The Objectors assert that the disclosure statement fails to describe litigation, including avoidance actions, even though the disclosure statement states that litigation claims and avoidance actions will be vested with the "reorganized debtor": * Section III.A of the Disclosure Statement declares that assets not sold at DVE's hypothetical sale, "including Avoidance Actions[,] will vest in the Reorganized Debtor, which will pursue liquidation of the same.…". * The Disclosure Statement describes no litigation claim or Avoidance Action, much less (x) the identities of any persons who may be sued or (y) a forecast of (i) the costs of litigation and (ii) the potential recoveries from the Avoidance Actions. According to Objectors, the disclosure statement cannot be approved because the Plan cannot be confirmed. DVE's Plan cannot be confirmed for at least four reasons: a. The Plan is not feasible because it is entirely speculative, relying on a hypothetical sale of assets on terms that the Plan does not even contemplate; b. The Plan violates the absolute priority rule because Susan Burton will retain her ownership interest in DVE; c. The Plan violates 11 U.S.C. s 1141(d)(3) by providing for a discharge, even though DVE would not be eligible for a discharge under 11 U.S.C. s 727(a). d. The Plan improperly classifies CCC's claim with the "claim" of ARC Energy Development, LLC. Counsel for Crypto Colo Center Corp and Natan Holdings, LLC: Bradley E. Pearce, Esq. Pearce Law PLLC 101 N. Tryon Street, Ste 600 Charlotte, NC 28246 Tel: (704) 910–6385 Fax: (980) 321–0593 E-mail: brad@pearcepllc.com About Dei Vitae Enterprises Dei Vitae Enterprises, LLC, a company in Matthews, N.C., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30148) on Feb. 28, 2023, with $1 million to $10 million in both assets and liabilities. Susan H. Burton, a member of Dei Vitae Enterprises, signed the petition. Judge Laura T. Beyer oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. and Michael Bowers, a partner at Middleswarth, Bowers & Co., LLP, serve as the Debtor's bankruptcy counsel and chief restructuring officer, respectively. DEI VITAE: Says Property Sale to Pay Off Claims ----------------------------------------------- Dei Vitae Enterprises, LLC, submitted a Plan of Liquidation and a Disclosure Statement. The Debtor filed this Chapter 11 Case in order to redeem the 9874 North HWY KS92, McLouth, KS 66054 property (the "Real Property") prior to confirmation of a foreclosure sale. The Debtor will fund the Plan through the proceeds of a sale of the Real Property pursuant to a newly filed sale motion. However, in the event that the proposed sale is not approved or fails to close, this case will either be dismissed or converted to a case under chapter 7. In the event that the anticipated sale fails to satisfy all administrative expense claims and the pertinent allowed secured claims, the Plan Administrator will further liquidate additional assets and prosecute any available causes of action. Under the Plan, Class 5 Allowed General Unsecured Claims total $721,593. Each holder of an Allowed General Unsecured Claim will receive payment on the Distribution Date provided the subject claim has not been objected to by the Plan Administrator. Class 5 is impaired. Class 7 General Unsecured Claim of KLMKH total $2,225,132 and will recover 100% of claims. Within 30 days of the Effective Date, each holder of Class 7 will receive an Assignment of Stock for the scheduled shares in KLMKH. Said Assignment will go to the treasury of KLMKH and will be in full and final satisfaction of any claim Class 7 may have against the Debtor, or any third party who may be liable for the same. Class 7 is impaired. The Debtor's primary asset is the real property in Jefferson County, Kansas. At the foreclosure sale, the property received a credit bid of $500,000. The Debtor has scheduled the value of the Property as $1,000,000 which does not include the mineral rights. The feasibility of the Plan is predicated upon a sale of the Real Property and the value realized with said sale. The likelihood that a chapter 11 sale motion projects a greater return than any potential sale from a chapter 7 liquidation due to the inherent knowledge of the real property and industry knowledge of the Debtor. Counsel for the Debtor: John C. Woodman, Esq. ESSEX RICHARDS, P.A. 1701 South Boulevard Charlotte, NC 28203 Tel: (704) 377-4300 Fax: (704) 372-1357 E-mail: jwoodman@essexrichards.com A copy of the Disclosure Statement dated June 28, 2023, is available at https://tinyurl.ph/vtbXr from PacerMonitor.com. About Dei Vitae Enterprises Dei Vitae Enterprises, LLC, a company in Matthews, N.C., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30148) on Feb. 28, 2023, with $1 million to $10 million in both assets and liabilities. Susan H. Burton, a member of Dei Vitae Enterprises, signed the petition. Judge Laura T. Beyer oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. and Michael Bowers, a partner at Middleswarth, Bowers & Co., LLP, serve as the Debtor's bankruptcy counsel and chief restructuring officer, respectively. DIAMOND ELITE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Diamond Elite Park LLC c/o Diamond Equity Manager LLC 11 Park Gardens Court Spring Valley, NY 10977 Business Description: Diamond Elite is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 9, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-22520 Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 125 Park Ave Fl 12 New York, NY 10017-5690 Tel: (212) 221-5700 Email: knash@gwfglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Goldwasser as vice 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/WU45W4A/Diamond_Elite_Park_LLC__nysbke-23-22520__0001.0.pdf?mcid=tGE4TAMA DIVERSIFIED POWER: Behrooz Vida Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 6 appointed Behrooz Vida, Esq., at the Vida Law Firm, PLLC as Subchapter V trustee for Diversified Power Systems, Inc. Mr. Vida will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Vida declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Behrooz P. Vida, Esq. The Vida Law Firm, PLLC 3000 Central Drive Bedford, TX 76021 817-358-9977-office 817-358-9988-fax Email: behrooz@vidalawfirm.com About Diversified Power Systems Diversified Power Systems, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-41834) on June 28, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Mark X. Mullin oversees the case. Craig Douglas Davis, Esq., at Davis, Ermis & Roberts, P.C. is the Debtor's legal counsel. ENCORE CAPITAL: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Encore Capital Group, Inc.'s Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable Outlook. Fitch has also affirmed Encore's super-senior secured private placement notes at 'BBB-' and its senior secured debt at 'BB+'. KEY RATING DRIVERS Encore's Long-Term IDR reflects its leading franchise in the debt purchasing sector, its experienced management team and its long-term profitability record. The rating also takes into account the company's concentration of activities within debt purchasing, likely near-term higher leverage as portfolio purchases increase and the longer-term need to accommodate rising wholesale market funding costs within profitable underwriting. Market-Leading Franchise: Encore has a record of over 25 years in debt purchasing, focusing principally on the structurally deep credit markets of the US and the UK. It acquires portfolios of defaulted receivables from financial service providers including banks, credit unions, consumer finance companies and commercial retailers. Earnings Slower Post-Pandemic: Encore's gross collections in 1Q23 were above the previous two quarters, enabling it to record a pre-tax profit of USD25 million following a loss in 4Q22. European purchasing remains constrained by a competitive market environment, but in 1Q23 Encore's US portfolio purchases increased to a quarterly record of USD213 million, leading to growth in estimated remaining collections (ERC). Encore expects to make a similar level of US purchases in 2Q23. Leverage Rising from Lowpoint: Fitch's primary leverage metric for debt purchasers is gross debt/adjusted EBITDA (including adjustments for portfolio amortisation). Fitch calculates Encore's gross debt-to-adjusted EBITDA at end-2022 at 2.5x, up from an unusual low of 1.9x at end-2021, but still below most European debt purchasers. Fitch also considers debt-to-tangible equity as a complementary leverage metric, which has improved in recent years, as Encore's profitability has offset the effect of past goodwill. However, at end-2022, the ratio was still high at 9.1x, as some of the strong earnings from 2021-2022 were deployed in a stock repurchase programme rather than retained. Adequate Near-term Liquidity: The majority of Encore's borrowings are guaranteed by most subsidiaries in the US and Europe. At end-1Q23, Encore had available liquidity via cash and undrawn revolving credit facility (RCF) headroom of USD528 million, with only USD77 million maturing before 2025. Additional funding sources comprise USD1.5 billion of senior secured notes with phased maturities 2025-2028, a USD432 million asset-backed facility maturing in 2026, and USD330 million of convertible notes (2025-2029). The debt-purchasing business model requires replenishment of ERC over the longer term with fresh portfolio acquisitions, but companies have the option over shorter periods to moderate their rate of investment, and thereby conserve liquidity. Funding costs are largely fixed or hedged. Experienced, Stable Management: Encore's management has substantial experience in the sector and has achieved significant organic growth within the business, in addition to the successful acquisition and integration of Cabot Credit Management. The nature of the assets Encore purchases carries inherent risks, but the company's historical money multiples point to maintenance of pricing discipline through the cycle. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A sustained fall in cash collections, resulting in significantly reduced earnings generation, material write-down of the value of portfolio investments or cash-flow leverage consistently at the upper end of management's target range for net debt/adjusted EBITDA of 2x-3x. - A material adverse operational event or regulatory intervention undermining franchise strength or business-model resilience. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Material growth in the company's tangible equity position, while also maintaining cash-flow leverage consistently at the low end of management's current guidance range. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS SUPER-SENIOR SECURED NOTES Encore's 5.625% super-senior private placement notes rank equally with its multi-currency RCF, and super-senior to other senior secured debt. The notes' rating is notched up once from Encore's 'BB+' IDR, reflecting Fitch's expectation of above-average recovery prospects. This is the maximum possible uplift for a 'BB+' IDR under Fitch's NBFI Rating Criteria. SENIOR SECURED NOTES Encore's senior secured notes are guaranteed by most group subsidiaries and rank equally with other senior secured obligations. The rating is equalised with Encore's Long-Term IDR, due to the prior claim on available security of the higher-ranking super-senior debt. This results in average rather than above-average recoveries for Encore's senior secured notes. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The ratings of the super-senior and senior secured notes are primarily sensitive to changes in Encore's IDR. However, a downgrade of Encore's IDR would not automatically lead to negative rating action on the notes, depending on Fitch's view of the likely impact on recoveries of the circumstances leading to the downgrade. Changes to Fitch's assessment of relative recovery prospects for senior secured debt in a default (e.g. as a result of a material shift in the proportion of Encore's debt that is either super-senior or unsecured) could also result in the senior secured debt rating being notched up or down from the IDR. ESG CONSIDERATIONS Encore has an ESG Relevance Score of '4' for customer welfare - fair messaging, privacy & data security due to the importance of fair collection practices and consumer interactions and the regulatory focus on them, particularly in the US. Encore also has an ESG Relevance Score of '4' for financial transparency due to the significance of internal modelling to portfolio valuations and associated metrics such as ERC. These factors have negative influences on the rating, but their impact is only moderate, and they are features of the debt purchasing sector as a whole, and not specific to Encore. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ENVISION HEALTHCARE: Meland Budwick Represents PI Claimants ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of Meland Budwick, P.A., filed a verified statement, providing notice that it is representing certain personal injury claimants in the Chapter 11 cases of Envision Healthcare Corporation, et al. As of June 28, 2023, Meland Budwick represents these creditors in their capacity as personal injury claimants: The names and addresses of each of the Creditors are: 1. DeAngelo Barkley & Murielle Barkley c/o Seth Pajcic, Esq. LAW FIRM OF PAJCIC & PAJCIC 1 Independent Drive, Suite 1900 Jacksonville, FL 32202 E-mail: seth@pajcic.com Tel: (904) 358-8881 2. Estate of Ivan Blakely, Shavona Blakely, Ivan Blakely, Jr., Javonna Nicola Blakely, Shakayla Sharell Blakely and J.R.B., a minor c/o Brent Smith, Esq. J. Clancey Bounds, Esq. BOUNDS LAW GROUP 1751 North Park Avenue Maitland, FL 32751 E-mail: brent@boundslawgroup.com E-mail: clancey@boundslawgroup.com Tel: (407) 644-5151 3. Katherine (Frame) Dewar Rodrick Kyle Dewar Thomas S. Edwards, Jr., Esq. c/o Doug H. Clifton, Esq. EDWARDS & RAGATZ, PA 4401 Salisbury Road, Ste. 200 Jacksonville, FL 32216 E-mail: tse@edwardsragatz.com E-mail: DHC@edwardsragatz.com Tel: (904) 399-1609 4. Chad Eric c/o Gerlaugh Daniel Moody, Esq. MOODY LAW, PA P.O. Box 266, Bartow, FL 33831 Lakeland, FL 33801 E-mail: dan@moodylaw.com Tel: (863) 733-9090 5. Jerry Hall Debbie Hall Robert "Robb" Howell, Esq. c/o HOWELL LAW FIRM, PC P.O. Box 100 Moultrie, GA 31776 E-mail: Robert.howell@southgalaw.com Tel: (229) 985-5300 - and - Donald. M. Hinkle, Esq. 3250 Thomasville Rd., Ste. 501 Tallahassee, FL 32309 E-mail: don@hinkle.law Tel: (850) 205-2055 6. Mar Halphen Vanessa Halphen c/o Brent Smith, Esq. J. Clancey Bounds, Esq. BOUNDS LAW GROUP 1751 North Park Avenue Maitland, FL 32751 E-mail: brent@boundslawgroup.com E-mail: clancey@boundslawgroup.com Tel: (407) 644-5151 7. Craig Janssen as personal representative of the Estate of Laura Janssen, deceased c/o Joe Taraska, Esq. MORGAN & MORGAN 20 N. Orange Ave., Ste. 1600 Orlando, FL 32801 E-mail: JTaraska@forthepeople.com Tel: (407) 244-9484 8. Corina Kowalski Robert Kowalski, M.D. 9. Jeffrey Raymond LaGrasso Deborah Elizabeth LaGrasso I.D.L., a minor 10. Pamela Sue McLelland, as personal representative of the Estate of Warren Lex McLelland, deceased 11. Estate of Juanona Reed, Janice Cooper a/k/a Janice Russell, Jhaniya Vontrell Knight, X.M.R., a minor K.L.R., a minor 12. Jamie E. Roberts J.R., a minor L.R., a minor W.R., a minor 13. Luis Rodriguez Boada Luisa F. Rodriguez Neira 14. Patricia Ruberto, as Personal Representative of the Estate of Leo Ruberto, deceased 15. Melissa Shepard Brad Shepard N.S., a minor 16. Kevin Sparks Denise Sparks 17. Tara L. Suarez Cesar A. Suarez 18. Ashley Van Peer f/k/a Ashley Kidd Anna Van Peer 19. Stephen Vealey 20. Kelley Dawn Verbal 21. Richard Anthony Wyzik Zina Ann Figgiani-Wyzik B.A.W, a minor The PI Claimants' counsel in the Chapter 11 cases can be reached at: James C. Moon, Esq. MELAND BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 358-6363 Telecopy: (305) 358-1221 E-mail: jmoon@melandbudwick.com 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 communities, creating value for health systems, payers, providers and patients. On May 15, 2023, Envision and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90342). Envision reported $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as conflict counsel and co-counsel with Kirkland & Ellis; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners, LP as investment banker; and KPMG, LLP as tax consultant. Kroll Restructuring Administration, LLC is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by White & Case, LLP. FILE STORAGE: $1.5MM DIP Loan from KB Silver Wins Interim OK ------------------------------------------------------------ File Storage Partners, LLC and its debtor-affiliates Afton Blockchain LLC, Filtech SPV LLC, and Midwest Blockchain Inc. won interim authority from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral and obtain postpetition secured financing from KB Silver Funding, LLC. Specifically, the Debtors are permitted to borrow up to the principal amount of $235,000 on an interim basis. KB Silver has committed to provide up to $1.5 million in senior secured term loan credit facilities. The Debtors are required to comply with these milestones: (a) On the Petition Date, the Debtors will have filed a motion seeking approval of the Bankruptcy Sale. (b) On or before 40 days after the Petition Date, the Debtors will have obtained an order from the Bankruptcy Court approving the Bankruptcy Sale. (c) On or before 54 days after the Petition Date, or such later date as the DIP Facility Lender will agree in writing, the Bankruptcy Sale will be consummated. The DIP Facility is due and payable through the earliest to occur of: (i) August 23, 2023 or such later date as the DIP Facility Lender will agree in writing in its sole discretion; (ii) The closing date following entry of one or more final orders approving the sale of all or substantially all of the assets belonging to the Debtors in the Chapter 11 Cases; (iii) The acceleration of any outstanding DIP Loans following the occurrence of an uncured Event of Default; or (iv) Entry of an order by the Bankruptcy Court in the Chapter 11 Cases either (a) dismissing such case or converting such Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or (b) appointing a Chapter 11 trustee or an examiner with enlarged powers relating to the operation of the business of the Debtors, in each case without the DIP Lender's consent. Prepetition, certain of the Debtors had entered into five separate loan agreements with lenders which lent certain crypto currencies to the Debtors, and then retained liens on those lent cryptocurrencies to secure the loan thereof. On June 8, 2023, Silvermine Capital Advisors, LLC made a loan to the Debtors and certain of their affiliates in the original principal amount of $30,000, as evidenced by the Promissory Note, dated June 8, 2023 by the borrowers thereto in favor of the Prepetition Secured Party, and as secured by the Security Agreement, dated June 8, 2023, by the grantors signatory thereto in favor of Prepetition Secured Lender. On June 29, 2023, Silvermine assigned the Note and its rights under the Security Agreement to KB Silver Funding, LLC. The Prepetition Secured Party then filed financing statements evidencing the assignment of the Note and the Security Agreement against each of the borrowers under the Note with the appropriate Secretaries of State. On the same day, the Debtors amended and restated the Note by executing the First Amended and Restated Promissory Note in the amended principal amount of $200,000. As of the Petition Date, the Debtors were indebted and obligated to Prepetition Secured Party under the Prepetition Debt Documents in a principal amount of approximately $200,000, plus accrued but unpaid interest, fees, costs and expenses incurred by the Prepetition Secured Party under the Prepetition Debt Documents. The Debtors' businesses have an immediate need to obtain the DIP Facility and use cash collateral in order to have adequate liquidity to provide for, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, and to satisfy other working capital, operational, financial and general corporate needs, as well as to pursue the orderly sale of its assets through the Chapter 11 Cases. The Prepetition Secured Party is granted continuing and enforceable liens in accordance with 11 U.S.C. section 552(b) on the Prepetition Collateral and as adequate protection, replacement liens on the Prepetition Collateral, the Interim DIP Collateral, and any and all assets of the Debtors as exist on or after the Petition Date in the same priority and validity as existed on the Petition Date to the extent there is any diminution in the value of such Prepetition Secured Party's interests in the Prepetition Collateral or cash collateral during the pendency of the Cases. The events constitute an "Event of Default" include: (a) The failure of the Debtors to perform, in any material respect, any of the terms, provisions, conditions, covenants or obligations under the Interim Order, including, without limitation, failure to make any payment under the Interim Order when due, or the failure to comply with any Sale Milestone; (b) The occurrence and continuation of any Events of Default under, and as defined in, the DIP Term Sheet, or any other DIP Loan Documents; and (c) Without the prior written consent of the DIP Facility Lender and the Prepetition Secured Party, as applicable, the entry of an order providing for (i) any modification, stay, vacatur, or amendment to this Final Order, or any other use of Cash Collateral resulting from Interim DIP Collateral or Prepetition Collateral; (ii) a priority claim for any administrative expense or unsecured claim against the Debtors in any of the Chapter 11 Cases or Successor Cases, equal or superior to the DIP Superpriority Claims or the Adequate Protection Superpriority Claims, other than the Carve-Out and the Prepetition Permitted Liens; (iii) any lien on any of the Interim DIP Collateral with priority equal or superior to the DIP Facility Liens, except as specifically permitted by the DIP Loan Documents; (iv) without the prior written consent of the Prepetition Secured Party, any lien on any of the Prepetition Collateral with priority equal to or superior to the Prepetition Liens or Adequate Protection Liens. A final hearing on the matter is set for August 1, 2023 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=Tul2rc from PacerMonitor.com. About File Storage Partners, LLC File Storage Partners, LLC offers data processing, hosting, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10877) on June 30, 2023. In the petition signed by Timothy Furey, chief restructuring officer, the Debtor disclosed $12,230,623 in assets and $30,962,750 in liabilities. Judge Craig T. Goldblatt oversees the case. Evan T. Miller, Esq., at Bayard, P.A., represents the Debtor as legal counsel. Counsel to the DIP Facility Lender and the Prepetition Secured Party: Lindsay Zahradka Milne BERNSTEIN, SHUR, SAWYER & NELSON, P.A. 100 Middle Street, West Tower Portland, ME 0410 E-mail: lmilne@bernsteinshur.com - and - Alan M. Root, Esq. ARCHER & GREINER P.C. 300 Delaware Avenue, Suite 1100 Wilmington, DE 19801 E-mail: aroot@archerlaw.com The Subchapter V Trustee is: William A. Homony, Esq. MILLER COFFEY TATE LLP 1628 John F. Kennedy Boulevard, Suite 950 Philadelphia, PA 19103 E-mail: bhomony@mctllp.com FORTREA HOLDINGS: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned a final 'BB' Long-Term Issuer Default Rating (IDR) to Fortrea Holdings, Inc. upon the completion of its spin-off from Laboratory Corporation of America (LabCorp) and related financing transactions. Fitch has also assigned final 'BB+'/'RR2' ratings to Fortrea's senior secured credit facility and senior secured notes. The Rating Outlook is Stable. The 'BB' IDR reflects Fortrea's competitive position as a global contract research organization (CRO) that offers a broad range of clinical development solutions and services to biopharmaceutical and medical device customers. Fitch expects Fortrea to implement a prudent financial policy comparable with some public peers by maintaining long-term net leverage of 2.5x-3.0x. However, the ratings reflect Fitch's expectation of gross EBITDA leverage being around or under 4.0x for the foreseeable future. Fortrea's strengths are offset by uncertainties regarding margin expansion, macroeconomic conditions and volatility in biotech funding. KEY RATING DRIVERS Healthy Long-Term Industry Trends: Fortrea is dedicated to clinical-stage contract research studies following its spinoff from LabCorp. According to Fortrea, it participates in the clinical development segment of the CRO industry with a total addressable market size of approximately $35 billion, a near-term growth rate of 3%-5%, and a long-term growth rate of 6%-9%. Healthy long-term growth prospects are driven by increasing biopharmaceutical R&D spend, increased demand for longer and more complex clinical trials and scientific innovation. However, short-term growth can be volatile due to less robust funding activities for biotechnology companies. Competitive in a Consolidating Industry: The once-fragmented CRO industry has undergone significant consolidation such that a large portion of market share is controlled by a select group of vendors. Fortrea is meaningfully smaller (measured by revenue) when compared with larger competitors such as IQVIA Holdings, Inc. and ICON plc. Fitch expects Fortrea to hold a top-10 market share in clinical CRO, despite its smaller scale and less diversified business mix. In addition, Fitch believes Fortrea's track record of operations and broad range of offerings will allow the company to remain competitive in the consolidating market. Slower Backlog Conversion and Business Awards: Fitch expects flat to low-single-digit revenue growth in 2023 and forecasts mid- to high-single-digit revenue growth thereafter, assuming improvement in macroeconomic conditions and operational optimization post-spinoff. The backlog conversion rate in 1Q23 and net book-to-bill ratio are lower than 2022 levels. The slower backlog conversion rate was driven by investigator site constraints due to staffing challenges, increased time to fill patient recruitment in certain therapeutic areas and geographic redistributions. Net new orders were lower than expected as some customers are waiting for the completion of the spinoff to award new businesses. Margin Improvement in Focus: Fitch expects EBITDA margin to compress in 2023 by about 160 bps from 13.3% in 2022 before expanding to the mid-teens by 2026. The margin compression in 2023 is primarily attributable to credit loss provisions on certain biotech receivables and limited operating leverage due to marginal revenue growth. Margin expansions post-2023 are expected to be driven by operating leverage on a higher revenue base and improved operating efficiencies. Fortrea's ability to realize operational improvements and expand margins to levels similar to those of public peers is important in achieving its stated financial policy of maintaining a net leverage target of 2.5x-3.0x in the medium term. Prioritizing Organic Investments: Fitch forecasts EBITDA leverage above 4.5x by YE 2023 and expects Fortrea to deleverage to just below 4.0x by YE 2024 through EBITDA growth and modest voluntary debt repayments. The 'BB' IDR considers that Fortrea will maintain EBITDA leverage below 4.0x over the long term. Near- to medium-term capital deployment priorities are expected to be organic investments and opportunistic tuck-ins in selective verticals. Excess cash flows are assumed to be deployed toward voluntary debt repayments, with no shareholder returns over the forecast period. DERIVATION SUMMARY The 'BB' IDR reflects Fortrea's competitive position as a global CRO that offers a broad range of clinical development solutions and services to biopharmaceutical and medical device customers. Fitch expects Fortrea to implement a prudent financial policy comparable with some public peers by maintaining net leverage of 2.5x-3.0x. However, Fitch expects gross EBITDA leverage at or under 4.0x for the foreseeable future. Fortrea's credit profile is further supported by solid cash flow from operations (CFO) relative to capital and debt service needs. These strengths are offset by uncertainties around margin expansion, near- to medium-term macroeconomic conditions and biotech funding volatilities. The majority of Fortrea's public peers benefit from larger scale, more diversified business mix and higher profitability levels. Charles River Laboratories International, Inc. (BBB-/Stable) participates in the pre-clinical CRO segment (as opposed to Fortrea in the clinical CRO) and maintains a strong competitive position with a track-record of leverage maintenance. Corporate Recovery Ratings and Instrument Ratings: Fitch has assigned Recovery Ratings of 'RR2' to Fortrea's senior secured debt instruments as Fortrea maintains an accounts receivable purchase program, which Fitch considers to be senior to the senior secured debt instruments in a bankruptcy scenario. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer Include: -- Revenue of $3.0 billion to $3.1 billion in 2023 and EBITDA margin of 11%-12%; -- Organic revenue growth in mid- to high-single-digits post-2023 and EBITDA margin gradually increases to mid-teens; -- Effective interest rates of 7.0%-8.0% over the forecast period, moving with SOFR; -- Capex of 2.0%-2.5% of revenue over the forecast period; -- Positive FCF of $50 million to $60 million per year in 2023-2024 gradually increasing to $125 million-$175 million per year thereafter. -- Voluntary debt repayments of $50 million per year and total acquisitions of $400 million over the forecast period; -- No allocation of FCF toward shareholder-friendly actions. RATING SENSITIVITIES Factors that Could, Individually and Collectively, Lead to Positive Rating Action/Upgrade -- Operational stability that leads to EBITDA margin expansion to levels similar to Fortrea's public peers; -- Capital deployment strategies that leads to Fitch's expectation of EBITDA leverage sustaining below 3.5x and CFO-capex/debt sustaining above 10%; -- Increased scale and diversification that strengthen Fortrea's competitive position among global CROs. Factors that Could, Individually and Collectively, Lead to Negative Rating Action/Downgrade -- Operational instability that leads to EBITDA margins sustaining below the low teens; -- Capital deployment strategies that leads to Fitch's expectation of EBITDA leverage sustaining above 4.0x and CFO-capex/debt sustaining below 5%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Fortrea has sufficient liquidity given expectations of an undrawn $450 million revolving credit facility, $120 million of cash on hand and positive FCF during the forecast despite one-time stand-up costs and duplicative costs while operating under the transition services agreement with LabCorp. Fortrea will have no meaningful debt maturities beyond term loan amortization. Fitch assumes as FCF expands it will be directed toward organic investments, tuck-in acquisitions and debt repayments. Fitch has not assumed any shareholder-friendly actions over the rating horizon. Debt Maturities: The senior secured revolving credit facility and term loan A mature in 2028, and the senior secured term loan B and senior secured notes mature in 2030. Term loan amortization is approximately $31 million per year. Fitch assumes the effective interest rate will be around 7.0%-8.0%. ISSUER PROFILE Fortrea Holdings, Inc. is a CRO that provides clinical development and commercialization services and software applications supporting clinical trials to the biopharmaceutical and medical device industries. It has more than 21,000 staff worldwide, and supports clinical trial activities in more than 90 countries. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. FUEL DOCTOR: Elkana Amitai Replaces Liebman Goldberg as Auditor --------------------------------------------------------------- The board of directors of Fuel Doctor Holdings, Inc. approved the dismissal of Liebman Goldberg & Hymowitz, LLP as its independent registered public accounting firm. The Former Auditor had served as the Company's independent registered public accounting firm since Feb. 8, 2022. Except for an explanatory paragraph in the Former Auditor's audit report regarding substantial doubt about the Company's ability to continue as a going concern, the audit reports of the Former Auditor on the Company's financial statements for the fiscal years ended Dec. 31, 2022 and 2021 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended Dec. 31, 2022 and 2021, and the subsequent interim period through the Effective Date, there were (i) no "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in its reports on the Company's financial statements and (ii) no "reportable events" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions). Effective as of July 3, 2023, the Board appointed Elkana Amitai, CPA as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023, effective immediately upon the dismissal of the Former Auditor. During the fiscal years ended Dec. 31, 2022 and 2011, and the subsequent interim period through the Effective Date, neither the Company, nor anyone on its behalf, consulted the New Auditor regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and no written report or oral advice was provided to the Company by the New Auditor that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of a "disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). About Fuel Doctor Tel Aviv, Israel-based Fuel Doctor Holdings, Inc., is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition to acquiring an interest in them, the Company intends to assist these portfolio companies with raising capital and offer them substantial managerial assistance needed to succeed. Fuel Doctor reported a net loss of $102,223 for the year ended Dec. 31, 2022, compared to a net loss of $17,537 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $107,064 in total assets, $55,144 in total liabilities, and $51,920. Garden City, New York-based Liebman Goldberg & Hymowitz, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Feb. 21, 2023, citing that the Company anticipates that during 2023, it will not have sufficient capital. Furthermore, the Company's losses from operations and working capital deficiency raises substantial doubt about its ability to continue as a going concern. GSS18 LLC: Case Summary & Two Unsecured Creditors ------------------------------------------------- Debtor: GSS18, LLC 9949 Collins Avenue, PH 8 Surfside, FL 33154 Business Description: GSS18, LLC is an owner and landlord of a single residential unit. Chapter 11 Petition Date: July 9, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-15358 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Kevin Christopher Gleason, Esq. FLORIDA BANKRUPTCY GROUP, LLC 4121 N 31 Avenue Hollywood FL 33021 Tel: (954) 893-7670 Email: bankruptcylawyer@aol.com Total Assets: $1,500,000 Total Liabilities: $4,278,345 The petition was signed by Liora Thause as managing member. A copy of the Debtor's list of two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DDIF7LY/GSS18_LLC__flsbke-23-15358__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/CT2TMXA/GSS18_LLC__flsbke-23-15358__0001.0.pdf?mcid=tGE4TAMA GUR-MEAT INC: Seeks to Hire Vilarino & Associates as Legal Counsel ------------------------------------------------------------------ Gur-Meat Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Vilarino & Associates, LLC as its counsel. The firm's services include: a) advising the Debtor with respect to its duties, powers and responsibilities in this Chapter 11 case under the laws of the United States and Puerto Rico in which the Debtor conducts its operations, does business, or is involved in litigation; b) advising the Debtor to determine whether reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c) assisting the Debtor in negotiations with creditors for the purpose of proposing and confirming a viable plan of reorganization; d) preparing legal papers; e) appearing before the bankruptcy court, or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to this bankruptcy case; f) performing such other legal services for the Debtor as may be required in these proceedings or in connection with the operation of and involvement with the Debtor's business, including but not limited to, notarial services; g) employing other professional services, if necessary. The firm will be paid at these rates: Javier Vilarino, Esq. $350 per hour Associates $275 per hour Paralegals $150 per hour Vilarino & Associates is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Javier Vilarino, Esq. Vilarino & Associates, LLC P.O. Box 9022515 San Juan, PR 00902-2515 Tel: (787)565-9894 Email: jvilarino@vilarinolaw.com About Gur-Meat Inc. Gur-Meat Inc., a company in Garrochales, P.R., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01914) on June 23, 2023, with $292,906 in assets and $3,598,904 in liabilities. Mariely Ramos Rojas, president, signed the petition. Judge Maria De Los Angeles Gonzalez presides over the case. Javier Vilarino, Esq., at Vilarino & Associates, LLC represents the Debtor as counsel. HERITAGE SPECIALTY: Taps Clyde A. Hamstreet as Financial Advisor ---------------------------------------------------------------- Heritage Specialty Foods, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Clyde A. Hamstreet & Associates, LLC as its financial advisor. The firm's services include: a. preparing and implementing budgets and cashflow projections for the Debtor's post-petition operations; b. peparing the Debtor's periodic financial reports required to be filed by the Debtor under the Bankruptcy Code and applicable procedural rules; c. soliciting and evaluating proposals from potential lenders, joint venturers, investors, customers, or asset purchasers; d. evaluating the Debtor's operational performance and implementing necessary changes; e. advising the Debtor concerning alternatives for restructuring its debts and financial affairs pursuant to a chapter 11 plan, or if appropriate, dismissal or conversion of the case; and f. To the extent necessary, assisting the Debtor in efforts to sell all or substantially all of its assets. The firm will be paid at these hourly rates: Clyde Hamstreet $650 Maren Cohn $490 Jeff Anspach $465 Martha Cohn $190 As disclosed in court filings, Clyde A. Hamstreet & Associates is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Clyde A. Hamstreet Clyde A. Hamstreet & Associates, LLC One SW Columbia St., Suite 1575 Portland, OR 97204 Phone: (503) 223-6222 Email: chamstreet@hamstreet.net About Heritage Specialty Heritage Specialty Foods, LLC filed Chapter 11 petition (Bankr. D. Ore. Case No. 23-31368) on June 23, 2023, with $1 million to $10 million in both assets and liabilities. Amy Mitchell has been appointed as Subchapter V trustee. Judge Peter C. Mckittrick oversees the case. The Debtor tapped Stephen A. Raher, Esq., at Leonard Law Group, LLC as legal counsel and Clyde A. Hamstreet & Associates, LLC as financial advisor. HERITAGE SPECIALTY: Taps Leonard Law Group as Bankruptcy Counsel ---------------------------------------------------------------- Heritage Specialty Foods, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Leonard Law Group, LLC as its general counsel. The firm's services include: a. advising and representing the Debtor with respect to the administration of its Chapter 11 case, including its rights, powers and duties; b. preparing the Debtor's schedules of assets and liabilities and statement of financial affairs; c. representing the Debtor in matters related to the use of cash collateral and obtaining credit; d. investigating and, if appropriate, prosecuting on behalf of the bankruptcy estate any claims and causes of action belonging to the estate; e. advising the Debtor concerning alternatives for restructuring its debts and financial affairs pursuant to a Chapter 11 plan, or if appropriate, dismissal or conversion of the case; and f. to the extent necessary, assisting the Debtor in efforts to sell its assets. The firm will charge these hourly fees: Justin Leonard $420 Timothy Solomon $390 Stephen Raher $360 Zoe Habekost $250 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Stephen Raher, Esq., a partner at Leonard Law Group, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Stephen A. Raher, Esq. Leonard Law Group, LLC 4110 SE Hawthorne Blvd. PMB 506 Portland, OR 97214 Phone: 971-867-2440 Email: sraher@LLG-LLC.com About Heritage Specialty Heritage Specialty Foods, LLC filed Chapter 11 petition (Bankr. D. Ore. Case No. 23-31368) on June 23, 2023, with $1 million to $10 million in both assets and liabilities. Amy Mitchell has been appointed as Subchapter V trustee. Judge Peter C. Mckittrick oversees the case. The Debtor tapped Stephen A. Raher, Esq., at Leonard Law Group, LLC as legal counsel and Clyde A. Hamstreet & Associates, LLC as financial advisor. HICKORY HILLZ: Seeks to Hire KC Cohen as Bankruptcy Counsel ----------------------------------------------------------- Hickory Hillz BBQ, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire KC Cohen, Lawyer, PC as its legal counsel. The Debtor requires legal counsel to: a) give advice with respect to the duties, powers and responsibilities of the Debtor in this Chapter 11 case; b) investigate and pursue any actions on behalf of the estate in order to recover assets for or best enable the Debtor's estate to reorganize fairly; c) represent the Debtor in its Chapter 11 proceedings in an effort to maximize the value of the assets available, and pursue confirmation of a successful Chapter 11 plan of reorganization. d) perform such other legal services as may be required. The firm will be paid at these rates: Christopher J. McElwee $275 per hour Nicholas J Wildeman $200 per hour Bobby H Macias (paralegal) $100 per hour KC Cohen, Esq., an attorney at KC Cohen, Lawyer, 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 through: KC Cohen, Esq. KC Cohen, Lawyer, PC 151 N. Delaware St., Ste. 1106 Indianapolis, IN 46204-2573 Telephone: (317) 715-1845 Facsimile: (317) 636-8686 Email: kc@smallbusiness11.com About Hickory Hillz BBQ Hickory Hillz BBQ, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02554) on June 14, 2023. In the petition signed by Chad Smock, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as legal counsel. HOLDIAY HAM: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Holdiay Ham Holdings, LLC 9245 Poplar Ave., Ste. 5-146 Germantown, TN 38139-7903 Chapter 11 Petition Date: July 7, 2023 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 23-23313 Judge: Hon. M. Ruthie Hagan Debtor's Counsel: Toni Campbell Parker, Esq. LAW FIRM OF TONI CAMPBELL PARKER 45 N. Third Ave., Ste. 201 Memphis, TN 38103 Tel: 901-683-0099 Fax: 866-489-7938 Email: tparker002@att.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lucius D. Jordan, III as president and managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X2XBO7I/Holdiay_Ham_Holdings_LLC__tnwbke-23-23313__0001.0.pdf?mcid=tGE4TAMA HUDSON PACIFIC: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed Hudson Pacific Properties' (HPP, or Hudson) ratings, including its Issuer Default Rating (IDR), at 'BBB-'. Fitch has also affirmed HPP's preferred stock rating at 'BB', under Hudson Pacific Properties, Inc. The Rating Outlook is revised to Negative from Stable. The ratings reflect Hudson's strong competitive market position in densely populated, supply-constrained West Coast office markets. HPP seeks to operate with financial policies that are appropriate for a low investment-grade-rated REIT; however, Fitch believes the company's leverage will be above negative sensitivities for much of the forecast period as its portfolio continues to face challenges from the shifting approach towards remote work and its potential effect on office property market fundamentals, in addition to near-term concerns about the Writer's strike's effect on HPP's operations. The company's high-quality portfolio and long-term leases with solid-credit tenants should help to balance the effect. Fitch's expectation for above-average portfolio rental-income volatility through the cycle is a credit concern that balances Hudson's ratings. The company owns office properties that disproportionately attract fast-growing technology and media sector tenants, which Fitch expects to manifest in above-average volatility through the business cycle. While exposure to these industries may prove to be a relative strength given their inherently more flexible operating platform, this dynamic may enable such tenants to reduce their office space demand. KEY RATING DRIVERS High-Quality, but Concentrated Portfolio: Hudson primarily owns class A office properties in the San Francisco (60% of in-service office portfolio ABR), Los Angeles (23%), Seattle (10%) and Vancouver (6%) metro areas at March 31, 2023. These cities are key technology and new media industry hubs with strong office demand demographics (i.e. employment and population growth, household income levels and workforce education rates) that exceed the U.S. averages. Moreover, 85% of HPP's share of ABR is derived from CBRE-defined Class A product. The company also owns approximately 1.3 million sf of studio space in LA. Hudson's markets benefit from high political barriers to new supply, as well as physical barriers due to the region's topography. HPP estimates that its portfolio has a 4% mark-to-market, as the company looks to generate positive rent growth in the current environment. As of early May 2023, the company had 47% coverage on 2023 expirations. The company has recently experienced more shorter-term leases as 1Q23 signed leases had signed leases with approximate 3.5-year terms, compared to an average of 5.5 year terms in 2022, closer to pre-pandemic levels. Elevated Pressure on Credit Metrics: HPP has spoken of looking to operate with a leverage target in the mid 6x range. However, Fitch expects the company to be outside of this level for at least the next few years as it anticipates REIT leverage (net debt to recurring EBITDA) that will persist above 7.5x until towards the end of the forecast period. HPP's leverage was 8.9x for fiscal 2022 and 9.1x for fiscal 2021. However, these figures were about 0.7x and 1x higher, respectively, due to loan reserves released for TI/LC spending that was previously spent and reimbursed by the lender in 2022 and one-time items related to refinancing of the studio business in 3Q21. Otherwise, 2022 and 2021 leverage would have been at the low-8x level. Fitch expects HPP's FCC to subside in the low 2x range by 2025, aided by flat to low single-digit SSNOI growth into the intermediate term, incremental NOI from stabilizing its portfolio and new developments, and anticipated lower levels of capex in the outer years. HPP's FCC was 2.1x for 2022. Cash Flow Volatility: Fitch expects HPP's portfolio rental income to exhibit above-average volatility through the cycle, primarily due to concentration risks. The company's portfolio is principally located in three West Coast metros with high exposure to technology and new media companies, which taken together, represented approximately 54% of HPP's office portfolio ABR at Dec. 31, 2022. In addition, the Writers Guild of America (WGA) strike, which commenced at the beginning of May 2023, incrementally adds to this volatility as 70% HPP's studio business NOI is fixed, leaving some portion of the remaining 30% temporarily lost. Since 1950, there have been seven WGA strikes that have ranged 2-22 weeks with a median of 14 weeks. The company's industry sectors have historically been more cyclically sensitive than other key office-using tenant industries, such as legal, defense and government. Nonetheless, tech sector companies could demonstrate an increased relative resilience, although may also have less future demand for office space, given potential amenability towards flexible working arrangements. Given these concerns, Fitch projects more subdued flat to low single digit SSNOI growth into the forecast period than what the company has historically experienced as tenants work out their future office demand plans. HPP's tenant industry concentration is a moderate negative to Fitch's ratings, which are designed to look "through the cycle" and, therefore, incorporate the near certainty of a future tech downturn. Fitch recognizes that many of today's leading tech companies provide less capital-intensive services and solutions to a diverse industry set and have become more integrated with the general economy. This could reduce the correlation of their business performance and cause the tech sector to be less volatile in future down cycles than in the past. However, access to and reliance on (venture) capital remains an undiversifiable tech sector risk, in Fitch's view, notwithstanding the greater diversity of end industries served. Established Unsecured Capital Access: HPP completed its inaugural public unsecured bond issuance in 2017 with a $400 million, 10-year issuance of senior unsecured public notes. The company continued this momentum in 2019 with two additional public bond offerings, followed by a green bond unsecured issuance more recently in September 2022. Hudson previously demonstrated access to unsecured bank term-loan and private placement notes. Taken together, these bond offerings demonstrate the company's ongoing progress in accessing the capital markets. Value-Add Strategy Risk: HPP's external growth strategy principally focuses on the acquisition and stabilization of office assets, primarily through some combination of lease-up and property redevelopment. Fitch views the relative risk/reward of value-add acquisitions as being in between core investments and ground-up development. HPP had one consolidated property under construction at March 31, 2023 with an estimated total investment of $350 million (3.3% of undepreciated gross assets). The unfunded component was $187 million (1.7% of gross assets). DERIVATION SUMMARY Hudson's ratings are supported by its high-quality, concentrated portfolio strategy with strong market positions in West Coast CBD office markets with high political and geographic supply barriers. The company's portfolio is less seasoned and has higher tenant industry concentration risk than other office REIT peers, SL Green (BBB-/Negative) and Vornado Realty Trust (BBB-/Negative). Hudson's investment strategy entails moderate execution risk, emphasizing value-add acquisitions and moderate development. The company's financial policies are appropriate for the rating after considering its high asset quality. Hudson has demonstrated access to the unsecured debt markets through private placements and public bonds. Preferred Stock Notching: The two-notch differential between HPP's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with a 'BBB-' IDR. Based on Fitch's Corporate Hybrids Treatment and Notching Criteria, these preferred securities are deeply subordinated and have loss-absorption elements that would likely result in poor recoveries in the event of a corporate default. Fitch rates the IDRs of the parent REIT (Hudson Pacific Properties, Inc.) and subsidiary operating partnership (Hudson Pacific Properties, L.P.) on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS Fitch's Key Assumptions Within Fitch Rating Case for the Issuer -- Fitch expects flat SSNOI growth in 2023 and 2024, followed by low positive single digit SSNOI growth through the remainder of forecast period; -- Fitch assumes HPP refinances secured debt in 2024 and 2025; -- The company pays off private placement notes of $50 million in 2023 and $259 million in 2025 and refinances other existing mortgages through the forecast period; -- Given the potential for an elongated strike, Fitch has assumed it takes six months until resolution, which would generate approximately an $18 million NOI hit to the studio business in 2023 versus 2022. -- The company does not issue any unsecured debt or equity in the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of REIT leverage (net debt to recurring operating EBITDA) sustaining below 6.5x; -- HPP demonstrating its financial policy commitments through a cycle and/or improving its tenant diversification; -- Fitch's expectation of REIT fixed-charge coverage sustaining above 3.0x. The Outlook could be stabilized through tangible progress of REIT leverage (net debt to recurring operating EBITDA) returning to below 7.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of REIT leverage (net debt to recurring operating EBITDA) sustaining above 7.5x; -- Persistently lower demand for office space; -- An unusually strong regional economic and/or tech industry downturn in HPP's West Coast markets; -- Fitch's expectation of REIT fixed-charge coverage sustaining below 2.0x. LIQUIDITY AND DEBT STRUCTURE Sufficient liquidity: HPP has an adequate liquidity position. The company's sources cover its uses by 1.4x, based on Fitch's base case liquidity analysis for the April 1, 2023 to Dec. 31, 2024 forecast period, which incorporates HPP's projected development and capital expenditure spend. This is pro forma for HPP's post 1Q23 settlement of its $150 million Quixote loan that had been due in December 2023. Committed, unfunded (re)development expenditures and recurring and non-routine leasing and maintenance capex comprise the primary uses of capital through 2024 at a combined roughly $450 million as estimated by Fitch. HPP has only $50 million of unsecured maturities through 2024. Moderately low Unencumbered Portfolio: Fitch estimates the company's unencumbered assets cover its net unsecured debt (UA/UD) by 1.8x based on a direct capitalization approach of unencumbered NOI using a stressed 8.25% capitalization rate. This is moderately lower than the 2.3x UA/UD that Fitch calculated for HPP at Fitch prior review, which was calculated using a stressed 7.75% cap rate (using a 7.75% cap rate would result in a 1.9x UA/UD). Fitch usually views 2.0x UA/UD coverage as the standard threshold for investment-grade REITs. Generally, the high asset quality of the company's unencumbered portfolio should provide good contingent liquidity that could be used to support HPP's credit profile under a stress scenario. ISSUER PROFILE Hudson Pacific Properties, Inc. (NYSE: HPP) is a fully integrated real estate investment trust that owns, acquires and (re)develops a high-quality portfolio of office and media and entertainment properties in high-growth, high-barrier-to-entry submarkets throughout Northern and Southern California and the Pacific Northwest. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. IDEAL CARE: Deadline to Confirm Plan Extended to Sept. 25 --------------------------------------------------------- Judge Jil Mazer-Marino has entered an order granting the motion of Ideal Care 4 U, Inc., extending time to confirm a Chapter 11 Small Business Plan of Reorganization and to obtain approval of Chapter 11 Small Business Disclosure Statement in this Chapter 11. The time to confirm the Chapter 11 Small Business Plan and to obtain approval of the Chapter 11 Small Business Disclosure Statement will be extended though and including Sept. 25, 2023. In seeking an extension, the Debtor explained that the third requested extension of the time period for confirmation, is necessary as the Debtor needs an additional time to obtain an approval of new leases, and thereafter to proceed with approval of disclosure statement and plan confirmation. To date, the Debtor is waiting for new leases be executed by the landlords and thereafter the Debtor will file a motion for an approval of these leases and will amend a plan and disclosure statement. About Ideal Care Jamaica, N.Y.-based Ideal Care 4 U, Inc., filed a petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41869) on July 21, 2021, listing $2,632,800 in assets and $190,252 in liabilities. Olga Palankerina, president, signed the petition. Judge Jil Mazer-Marino oversees the case. The Debtor tapped The Law Offices of Alla Kachan, P.C., as legal counsel and Wisdom Professional Services Inc. as accountant. INMET MINING: Taps Stretto Inc. as Claims and Noticing Agent ------------------------------------------------------------ Inmet Mining, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Stretto, Inc. as claims, noticing, and solicitation agent. The Debtor requires a claims and noticing agent to serve notices to creditors, equity security holders and other concerned parties, and provide computerized claims-related services. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Inmet Mining Inmet Mining, LLC is a company in Knoxville, Tenn., which operates in the coal mining industry. Inmet Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-70113) on April 5, 2023, with $50 million to $100 million in assets and $100 million to $500 million in liabilities. Jeffrey Strobel, chief restructuring officer, signed the petition. Judge Gregory R. Schaaf oversees the case. Jeffrey Phillips, Esq., at Steptoe & Johnson, PLLC serves as the Debtor's legal counsel. Stretto, Inc. is the claims, noticing, and solicitation agent. Paul Randolph, Acting U.S. Trustee for Region 8, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Dentons Bingham Greenebaum, LLP and Whiteford, Taylor & Preston, LLP as legal counsels; and BDO Consulting Group, LLC as financial advisor. INTUITION CONSULTING: Todd Hennings Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for The Intuition Consulting Firm, LLC. Mr. Hennings will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 About The Intuition Consulting The Intuition Consulting Firm, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56107) on June 29, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Roy L. Broderick Jr., sole member, signed the petition. Judge Paul W Bonapfel oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC is the Debtor's counsel. ION CORPORATE: S&P Rates New $400MM First-Lien Term Loan 'B' ------------------------------------------------------------ S&P Global Ratings affirmed all its ratings, including its 'B' issuer credit rating on Financial technology and risk management software provider ION Corporate Solutions Finance Ltd. (ION Corporates). At the same time, S&P assigned its 'B' issue-level rating to the proposed $400 million first-lien term loan. The recovery rating is '4'. The stable outlook reflects S&P's expectation for good recurring revenue growth and expanding profitability over the next 12 months. While adjusted leverage is near its downgrade trigger of 7.5x, we expect business growth will support improving leverage toward 7x over the next 3 quarters. S&P said, "ION Corporates' aggressive financial policies elevate leverage, although it remains consistent with our expectations. While the company has a track history of improving leverage, it has exhibited aggressive actions through debt-funded acquisitions and ongoing distributions to fund liquidity and investments to other companies within the ION Group. Historically, periods of lowering leverage are followed by increased debt levels. This is because of dividend distributions that we consider more aggressive and may increase higher risk tolerance over time. While the company has returned to growth and maintained strong profitability following its merger of Wall Street Systems, OpenLink, Triple Point, and Allegro in 2019, we believe the company will uphold its dividend and acquisition strategies, preventing any sustained credit metric improvements and rating upside potential over the next 12 months. "We believe ION Corporates' recurring revenue streams are outpacing overall growth and demonstrate strong profitability, supporting good FOCF to debt of 6%-8% in 2023. ION Corporates is executing growth strategies and has consolidated businesses to expand its recurring revenue base, which now accounts for about 80% of revenues (up from below 70% in 2018). While macroeconomic uncertainties and the high interest rate environment will challenge operations over the next 12 months, the company has multiyear contracted revenues and high client retention due to good market positions in core areas (like essential processes in treasury and commodities management). We view these provide good business visibility and may help reduce foreign currency and cash flow volatility. The company's strong profitability and minimal capital expenditure (capex) contribute to high free operating cash flow (FOCF) conversion and FOCF to debt relative to similarly rated software peers, even when accounting for the incremental annual interest expense of about $20 million. While the company's good FOCF allows it to manage higher leverage, its aggressive financial policy stance is an offset. It has diverted most of its FCF after debt service to fund distributions, supporting liquidity and investments in other ION Group companies. "The stable outlook reflects our expectation that ION Corporates will achieve consistent organic growth of about 7% in fiscal 2023 as it executes its unified sales strategy with the several brands under management. We anticipate further support from annual contract volume expansion and new product developments as the company enters new verticals. We expect the stable revenue growth and high EBITDA margin above 50% will enable it to reduce its adjusted leverage to 7x by the end of 2023 and to 6.5x by the end of 2024. The outlook also reflects our expectation for FOCF to debt of 6%-8% over the next 12 months and annual FOCF of $145 million-$155 million in 2023." S&P could lower our rating if: -- ION Corporates' performance is worse than expected because of weak macroeconomic conditions; -- Business execution missteps lead to lower client retention and EBITDA margin erosion; or -- It pursues debt-financed acquisitions or increased shareholder returns that cause its S&P Global Ratings-adjusted leverage to exceed 7.5x or its FOCF to debt to decline and sustain at a low-single-digit percent with no clear path to improving credit metrics. An upgrade is unlikely over the next 12 months because of the company's higher risk tolerance. S&P could raise its rating if ION Corporates: -- Sustains good growth and a strong margin profile by executing new business strategies that support client contract and product expansions; and -- Demonstrates a commitment to reduce and sustain its S&P Global Ratings-adjusted leverage below 5x while achieving its financial goals and priorities. ESG credit indicators: E-2, S-2, G-3 ITTELLA INTERNATIONAL: Court OKs $6MM DIP Loan from UMB Bank ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Ittella International LLC and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. The Debtors are permitted to obtain postpetition financing from UMB Bank, N.A. consisting of: (a) an aggregate principal amount of up to $3 million in "new money" revolving loans; and (b) rolled-up loans under a Prepetition Credit Agreement held by the Lender, in an aggregate amount of $3 million in principal upon entry of the Interim Order, in accordance with the terms and conditions set forth in the DIP Credit Agreement, and all other terms and conditions of the DIP Documents. The borrowers under the DIP facility are Ittella International LLC; Ittella's Chef, LLC (ICLLC); New Mexico Food Distributors, Inc. (NMFD); Karsten Tortilla Factory, LLC (Karsten); BCI Acquisition, Inc. (BCI); and TTCF-NM Holdings, Inc. (TTCF-NM). Tattooed Chef, Inc., serves as DIP Guarantor. The Debtors require the use of cash collateral and DIP loan proceeds to make the payments authorized by other first-day orders, conduct a meaningful sale process, and fund their operations worldwide. Ittella International, LLC, a California limited liability company, ICLLC, NMFD, Karsten, BCI and UMB Bank, n.a. are parties to an Amended and Restated Loan and Security Agreement dated as of June 30, 2022, pursuant to which the Lender provided the Debtors access to a revolving credit facility in an amount of up to $25 million. As of the Petition Date, the amount of Lender's claim is (a) $18.180 million in principal, and (b) $44,284 in accrued interest, plus (c) approximately $50,000 in reimbursable attorneys' fees, plus (d) $558,120 in contingent letter of credit reimbursement expenses, plus (d) other fees, costs, indemnities. These events constitute an "Termination Event": a. The date that is 45 days after the Petition Date unless a Final Order is entered; b. The Debtors' failure to file a motion to establish bid procedures for the sale of assets in form acceptable to the Lender within 30 days after the Petition Date; c. The occurrence of an "Event of Default" as defined in the DIP Loan Agreement and the passage of any applicable cure period set forth therein; d. The Debtors' failure to comply with the budget and reporting requirements of the Interim Order; e. Any other material breach by the Debtors of any other obligations, representations, warranties or covenants in the Interim Order, which material breach is not cured on or within three business days after written notice of such breach is given to the Debtor; or f. Reversal, vacatur, or modification (without the Lender's consent) of the Interim Order. As adequate protection, the Lender is granted valid, enforceable, binding, non-avoidable, and fully perfected first priority priming (as applicable) liens on and senior security interests in substantially all of the property, assets, and other interests in property and assets of the DIP Loan Parties. As further adequate protection to the Lender, the Prepetition Lender Claim (excluding the portion of such claim that is rolled up as a DIP Rollup Loan) will be paid interest at the default contract rate set forth in the Prepetition Loan Agreement on the first business day of each month. A final hearing on the matter is set for August 16 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=MCn8ep from PacerMonitor.com. About Ittella International LLC Ittella International LLC supplies plant-based products. Ittella International and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-14154) on July 2, 2023. In the petition signed by Salvatore Galletti, the chief executive officer, Ittella International disclosed up to $50 million in both assets and liabilities. Judge Sandra R. Klein oversees the cases. David L. Neale, Esq., at Levene, Neale, Bender, Yoo and Golubchik LLP, represents the Debtors as legal counsel. JOINT GUADALUPE: S&P Affirms 'BB' Bonds Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from positive and affirmed its 'BB' long-term rating on the Joint Guadalupe County-City of Seguin Hospital Board of Managers, Texas' (doing business as Guadalupe Regional Medical Center [GRMC]) series 2015 revenue refunding and improvement bonds. "The outlook revision reflects our view that the recent decline in operating performance in fiscal 2022 through March 2023, along with the weakening of other credit metrics, including days' cash on hand (DCOH), are no longer supportive of upward credit movement," said S&P Global Ratings credit analyst John Kennedy. "The stable outlook reflects our expectation that GRMC will continue to generate stable operating margins, and that liquidity will stabilize and remain strong after factoring in the relatively pass-through nature of nursing home program revenues and expenditures. The outlook also incorporates our expectation that the debt profile will continue to progressively improve, with no debt issuance expected over the outlook period, although its leverage metrics will remain above those of higher-rated peers. "We could consider a negative rating action if operating trends weaken further, leading to sharp or sustained losses and further decline in reserves. We could also lower the rating if changes to QIPP negatively affect operations of the overall organization such that they are more in line with a lower rating. "We could consider a positive rating action if GRMC's financial performance improves to levels closer to recent years absent one-time funding while improving balance-sheet metrics to be more in line with those of a higher rating. Given the small underlying size of GRMC's operations, we would expect financial metrics will broadly be favorable to medians. Furthermore, we would expect GRMC at least maintain inpatient hospital utilization and grow market share." KINGSTONE INSURANCE: A.M. Best Affirms B- Finc'l. Strength Rating ----------------------------------------------------------------- AM Best has affirmed the Financial Strength Rating of B- (Fair) and the Long-Term Issuer Credit Rating of "bb-" (Fair) of Kingstone Insurance Company (KICO) (Kingston, NY). The outlook of these Credit Ratings (ratings) is negative. Concurrently, AM Best has withdrawn these ratings as the company has requested to no longer participate in AM Best's interactive rating process. The ratings of KICO reflect its balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. MARCUSE COMPANIES: Seeks Continued Cash Collateral Access --------------------------------------------------------- The Marcuse Companies, Inc., d/b/a Marcuse & Son, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral and provide adequate protection, in accordance with its agreement with Frost Bank, the United States Small Business Administration, and Westmark Finance and Funding Metrics, LLC. The Debtor seeks, on a continuing basis, authorization to use Frost Bank et al.'s cash collateral to pay the actual, ordinary and necessary operating expenses set forth on the budget, through September 30, 2023. Frost Bank et al. will receive, as adequate protection to the extent of the diminution in value of each of their perfected interests in the cash collateral, a replacement lien in post-petition assets of the same character as their respective prepetition collateral and proceeds of post-petition assets of the same character as their respective prepetition collateral. As additional adequate protection for the interests of Frost Bank in the cash collateral, the Debtor will continue making adequate protection payments to Frost Bank in the amount of $2,042 on or before July 1, 2023, and on the first day of each month thereafter until otherwise directed by the Court or by operation of law. The adequate protection payments will be applied to accrued post-petition interest calculated at the contractual non-default rate. The Debtor will maintain insurance of a kind and in an amount sufficient to satisfy the requirements of the United States Trustee for the Northern District of Texas. The Debtor's right and authority to use cash collateral will immediately terminate upon the earlier of 5 p.m. on September 30, 2023, or the occurrence of any of the following: a) 10 days following either of Frost Bank et al.'s delivery of a notice (either written or via email) of a breach by the Debtor of any obligation under the Order which breach remains uncured or otherwise continues to exist at the end of such 10 day notice period; b) Conversion of the Debtor's Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code; c) The appointment of a trustee pursuant to Section 1104 of the Bankruptcy Code; and d) The entry of any order modifying, reversing, revoking, staying, rescinding, vacating or amending this Order without the express prior written consent of Interested Parties. A copy of the motion and the Debtor's budget is available at https://urlcurt.com/u?l=FUKhGK from PacerMonitor.com. The Debtor projects total cash payments, on a monthly basis, as follows: $127,836 for July 2023; $127,836 for August 2023; and $132,681 for September 2023. About The Marcuse Companies The Marcuse Companies, Inc., d/b/a Marcuse & Son, Inc., is a distributor of air compressors and air compressor parts in North Texas. It also sells industrial sized blast and paint rooms and booths. The Marcuse Companies filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-43146) on Sept. 23, 2022, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Sydney A. English, president of The Marcuse Companies, signed the petition. Judge Edward L. Morris presides over the case. Rochelle McCullough, LLP, is the Debtor's legal counsel. MCCONNELL SAND: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Michigan authorized McConnell Sand & Stone, LLC to use cash collateral on an interim basis in accordance with its agreement with Kapitus Servicing, Inc., as sub-servicing agent for Kapitus, LLC. As of the Petition Date, the Debtor and Kapitus were parties to a Forward Purchase Agreement dated November 7, 2022, pursuant to which Kapitus provided $169,000 for the purchase of $234,910 in future receivables of the Debtor. Kapitus also asserts an ownership interest in the Debtor's receivables per the Agreement. The Debtor's obligations under the Agreement were collateralized by, among other things, a Security Agreement and Guaranty by and between Debtor and Kapitus dated November 7, 2022; and the Guaranty executed by the Debtor's principal, Richard Jackson. As of the Petition Date, Kapitus is owed $166,440 under the Agreement. Kapitus holds a valid, perfected, enforceable, and unavoidable lien on and security interest in the Collateral. The Debtor granted Kapitus a security interest in and lien upon all of the personal property assets of the Debtor as specified in the Security Agreement and UCC-1. The parties agree that the Debtor is authorized to use the cash collateral during the period from the Petition Date through the Termination Date in accordance with the budget. The Debtor will maintain the cash collateral in the same level that existed prepetition and not allow cash collateral to diminish. The three creditors whose obligations are secured by a lien upon the cash collateral are 1st National Bank of St. Ignace, Kapitus and Blue Vine. As adequate protection, the cash collateral creditors are granted valid and perfected replacement security interests in, and liens on the same type of post-petition assets in which the Cash Collateral Creditors hold valid and perfected liens prior to the Petition Date and all cash or other proceeds generated post-petition by the PrePetition Collateral to the same extent, validity and priority as existed on the Prepetition Collateral. The Adequate Protection Liens will constitute perfected liens on all of the Collateral as to which the Cash Collateral Creditors respectively held a valid and perfected lien as of the Petition Date to the same extent, validity and priority as existed on the Prepetition Collateral. As further adequate protection for the Debtor's use of cash collateral, on the first of each month, starting on August 1, 2023, the Debtor will pay Kapitus $3,600 per month. These Adequate Protection Payments will be applied to the Debtor's obligations to Kapitus in accordance with the Agreement or as may be determined by Kapitus in its sole discretion. These events constitute an "Event of Default": (a) The failure by the Debtor to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligations under the Order or the Agreement (except as may be modified by the Order); (b) The entry of an order by the Court granting the Debtor's landlord or any other party (i.e. not limited to the Parties thereto) relief from or modifying the automatic stay under Bankruptcy Code section 362(a); (c) Dismissal of the chapter 11 case or conversion of the chapter 11 case to a chapter 7 case, or appointment of an examiner, or other responsible person; (d) A material default by the Debtor in reporting financial or operational information as and when required under the Order, the Agreement, or the Local Bankruptcy Rules; and/or (e) The Debtor's failure to timely pay all necessary use and occupancy expenses during the post-petition period. A final hearing on the matter is set for July 20, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=UV8nFO from PacerMonitor.com. About McConnell Sand and Stone McConnell Sand and Stone, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-90058) on June 19, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Scott W. Dales oversees the case. Judge Scott W. Dales oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. MEDIAMATH HOLDINGS: July 17 Deadline Set for Panel Questionnaires ----------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of MediaMath Holdings, Inc., et al.. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/4jpjz64f and return by email it to Timothy Fox -- Timothy.Fox@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on July 17, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About MediaMath Holdings, Inc. MediaMath Holdings, Inc. develops and delivers digital advertising media and data management technology solutions to advertisers. MediaMath Holdings and six of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel; FTI Consulting, Inc. as financial advisor, and EPIQ Corporate Restructuring, LLC as claims and restructuring agent. MERRY MART: Robert Altman Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 21 appointed Robert Altman as Subchapter V trustee for The Merry Mart, LLC. Mr. Altman will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Altman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert Altman P.O. Box 922 Palatka, FL 32178-0922 Phone: 386-325-4691 Email: robertaltman@bellsouth.net About The Merry Mart The Merry Mart, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01487) on June 27, 2023, with $100,001 to $500,000 in both assets and liabilities. The petition was filed pro se. Judge Jason A. Burgess oversees the case. MILLIES PANCAKE: Gets OK to Hire Springer Larsen Greene as Counsel ------------------------------------------------------------------ Millies Pancake Shoppe II, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Springer Larsen Greene, LLC as its legal counsel. The Debtor requires legal counsel to: (a) consult with the Debtor concerning its powers and duties, the continued operation of its business and management of the financial and legal affairs of its estate; (b) consult with the Debtor and with other professionals concerning the negotiation, preparation and prosecution of a Chapter 11 plan and disclosure statement; (c) confer and negotiate with creditors and other parties in interest concerning the Debtor's financial affairs and property, Chapter 11 plans, claims, liens, and other aspects of the Debtor's Chapter 11 case; (d) appear in court and prepare legal papers; and (e) provide other necessary legal services. The firm will be paid at this rates: Joshua D. Greene, Esq. $395 per hour The Debtor paid $10,000 to the law firm as a retainer fee. Joshua Greene, Esq., a partner at Springer Larsen Greene, LLC, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joshua D. Greene, Esq. Springer Larsen Greene, LLC 300 S. County Farm Road, Suite, Suite G Wheaton, IL 60187 Tel: 630-510-0000 Email: jgreene@springerbrown.com About Millies Pancake Shoppe II Millies Pancake Shoppe II, Inc. operates a breakfast and lunch restaurant located in Addison, Illinois. Due to a pending lawsuit with one of its receivables lenders and guaranties of debt for related restaurants that are no longer operating, Millies sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06836) on May 24, 2023. In the petition signed by James Duda, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge David D. Cleary oversees the case. Joshua D. Greene, Esq., at Joshua D. Greene, represents the Debtor as legal counsel. MTPC LLC: MTPC Files Plan After 19M Sale, Committee Deal -------------------------------------------------------- MTPC, LLC, submitted a Chapter 11 Plan and Disclosure Statement.. MTPC is a Tennessee limited liability company that was organized in 2014. It operated a proton-therapy cancer treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. MTPC initiated this bankruptcy proceeding on December 15, 2020, to address financial difficulties due to lower than projected reimbursement rates and patient volume and the financial impact of a cyberattack in October 2020. During these bankruptcy proceedings, MTPC conducted a sale process and ultimately sold substantially all its assets. The Plan effectuates a distribution of proceeds from the sale and all MTPC’s remaining assets. After the successful bidder in the first sale process failed to close, the Debtor sought approval of a renewed marketing and sale process. On Oct. 6, 2022, the Bankruptcy Court entered an order approving a renewed sale process. The Debtor selected SAM Real Estate, LLC, as a stalking horse bidder. As the Debtor did not receive any other qualifying bids, the Debtor determined that SAM was the highest and best bid. On Feb. 21, 2023, the Bankruptcy Court approved the sale of substantially all the Debtor's assets to SAM. The Debtor and Sam closed the sale transaction on May 5, 2023, and SAM funded the purchase price under the terms of the asset purchase agreement dated as of Dec. 30, 2022, in the amount of $19 million. The proposed Plan effectuates a liquidation to distribute the proceeds from the sale transaction. The Plan contemplates a liquidation of the Debtor's assets and the resolution of all outstanding claims against and interests in the Debtor. It also includes a settlement between the Debtor and the Committee that will facilitate a distribution to holders of non-insider general unsecured claims. The Debtor has run a sale process for the sale of substantially all its assets. The Plan will distribute proceeds from the sale and create (i) a Liquidation Trust to pursue certain causes of action, wind down the Debtor's Estate, and make Distributions to holders of Allowed Claims, other than GUC Claims, pursuant to the terms of the Plan and Liquidation Trust Agreement and (ii) a GUC Liquidation Trust to reconcile GUC Settlement Claims and make Distributions to holders of Allowed GUC Settlement Claims pursuant to the terms of the Plan and GUC Liquidation Trust Agreement. The Debtor is seeking to have the hearing on the approval of the Disclosure Statement on August 8, 2023, and then the Confirmation Hearing on or around September 14, 2023. If the Plan is confirmed, upon its Effective Date the Liquidation Trust shall be established in accordance with the terms and provisions of the Plan and Liquidation Trust Agreement. At that time all the Liquidation Trust Assets as set forth in the Plan and the Liquidation Trust Agreement shall automatically vest in the Liquidation Trust free and clear of Claims, Liens, encumbrances, charges, Interests and any other interests subject only to the Allowed Bond Deficiency Claims and Allowed Class 8 Non-Settling General Unsecured Claims of the holders of Liquidation Trust Interests as set forth in the Plan and the expenses of the Liquidation Trust as set forth in the Plan and in the Liquidation Trust Agreement. The Liquidation Trustee shall be deemed the representative of the Estate. Additionally, if the Plan is confirmed, upon its Effective Date, the GUC Liquidation Trust shall be established in accordance with the terms and provisions of the Plan and GUC Liquidation Trust Agreement. At that time all the GUC Liquidation Trust Assets, which consist of a single lump-sum payment of $50,000 carved out from the Secured Lender's Collateral, shall automatically vest in the GUC Liquidation Trust free and clear of Claims, Liens, encumbrances, charges, Interests and any other interests subject only to the Allowed GUC Settlement Claims of the holders of GUC Liquidation Trust Interests as set forth in the Plan and the expenses of the GUC Liquidation Trust as set forth in the Plan and in the GUC Liquidation Trust Agreement. The GUC Liquidation Trustee will act for the benefit of holders of GUC Liquidation Trust Interests in a fiduciary capacity with the rights, powers, and duties as set forth in Article V of the Plan. Necessary funding for confirmation of the Plan will come from the Sale Proceeds and the proceeds from any other Assets available to fund the Plan, including recoveries from retained Causes of Action. The Committee has informally raised various disputes. After good-faith, arms-length negotiations, to avoid the expense, inconvenience, delay, and uncertainty of prosecuting these disputes, the Debtor, the Secured, Lender, and the Committee agreed to fully and completely resolve their respective disputes and claims in connection with the disputes with the Committee. The terms of the Committee Settlement are as follows: * The Committee supports a reasonably expeditious confirmation of the Plan, as modified by the Committee Settlement. * The Plan shall contain a separate Class for the GUC Settlement Claims, which shall not include any claims of (i) the Debtor's Insiders; (ii) any Deficiency Claim of any Secured creditor, including the Secured Lender or Bondholders; and (iii) any Claims under Section 502(h) of the Bankruptcy Code. * The GUC Settlement Claims Class shall receive as its sole Distribution under the Plan the GUC Liquidation Trust Interests, which shall be established for the administration of the GUC Settlement Claims. * The Committee will prepare and provide the GUC Liquidation Trust Agreement to be filed as part of the Plan Supplement. * Michael Collins of Manier & Herod, P.C. will be selected as the GUC Liquidation Trustee for the benefit of the Class of GUC Settlement Claims. * The GUC Liquidation Trustee will act as reconciliation and disbursing agent for the Allowed GUC Settlement Claims. * On the Effective Date of the Plan, the Liquidation Trust will receive the Settlement Payment which will form the GUC Liquidation Trust Pool from the Debtor carved out of the Secured Lender's Collateral. * The GUC Liquidation Trustee will receive payment of his fees and expenses from the GUC Liquidation Trust Pool. * The GUC Settlement Claims Class waives all rights to any other recovery from the Debtor's Estate or the Liquidation Trust – e.g., the GUC Settlement Claims Class will not share in any litigation recovery. * The Secured Lender, on behalf of itself and the Bondholders, waives all rights to any recovery from the GUC Liquidation Trust. * The Debtor, the Committee, and the Secured Lender will work together to file a modified plan and disclosure statement implementing the terms of the Committee Settlement and corresponding modifications to the plan documents. * The Committee will use reasonable efforts to minimize Professional Fees and expenses in connection with the modification and confirmation of the proposed plan consistent with the foregoing terms. The Debtor believes that the terms of the Committee Settlement are fair and equitable and in the best interests of the Estate. As a result, the Committee Settlement should be approved by the Bankruptcy Court in the Confirmation Order pursuant to Bankruptcy Rule 9019(b). Counsel for the Debtor: David E. Lemke, Esq. Tyler N. Layne, Esq. HOLLAND AND KNIGHT, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Telephone: (615) 244-6380 Facsimile: (615) 244-6804 E-mail: David.Lemke@hklaw.com Tyler.Layne@hklaw.com - and - Marcus A. Helt, Esq. Debbie E. Green, Esq. Jack G. Haake, Esq. MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street, Suite 1900 Dallas, TX 75201 Tel: (214) 210-2821 Fax: (972) 528-5765 E-mail: mhelt@mwe.com dgreen@mwe.com jhaake@mwe.com A copy of the Disclosure Statement dated June 30, 2023, is available at https://tinyurl.ph/QVise from Stretto, the claims agent. About MTPC LLC MTPC LLC is a proton-therapy cancer-treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. It is a freestanding center with three active treatment rooms including one fixed beam and two gantries. MTPC is located in a 43,500-square-foot building adjacent to the campus of the Williamson Medical Center, in Franklin, Tenn. MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee limited liability company that was organized in 2010. It is a freestanding center with three active treatment rooms including one fixed beam and two gantries. Proton Therapy Center is located in an 88,000-square-foot building on the campus of the Provision Case CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a comprehensive healthcare campus focusing on cancer treatment, patient care, research, and education. PCPT Hamlin, another affiliate of MTPC, is a Florida limited liability company that was organized in 2018. It includes an approximately 36,700-square-foot building in the 900-acre Hamlin planned development in the "Town Center" of the 23,000-acre "Horizon West" planning area of West Orange County. MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 20-05438) on Dec. 15, 2020. As of Aug. 31, 2020, MTPC's unaudited financial statements reflected total assets of approximately $105.6 million and total liabilities of approximately $131.2 million. Proton Therapy Center's unaudited financial statements reflected total assets of approximately $93.4 million and total liabilities of approximately $130.2 million. Meanwhile, PCPT Hamlin's unaudited financial statements reflected total assets of approximately $139.2 million and total liabilities of approximately $138.5 million. The Hon. Randal S. Mashburn is the case judge. The Debtors tapped Waller Lansden Dortch & Davis LLP and McDermott Will & Emery LLP as bankruptcy counsels; Trinity River Advisors, LLC as restructuring advisor; and CRS Capstone Partners, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors on Jan. 8, 2021. The committee is represented by Sills Cummis & Gross, PC and Manier & Herod, PC. MTPC LLC: PCPT Hamlin Files Plan After $9.1-Mil. Sale ----------------------------------------------------- PCPT Hamlin, LLC, filed a Chapter 11 Plan and a Disclosure Statement. The Debtor is a Florida limited liability company that was organized in 2018. The sole member of PCPT Hamlin is Provision Trust, Inc.. The Debtor was developing an approximately 36,700 square foot building (the "Property") in the 900-acre Hamlin planned development in the "Town Center" of the 23,000 acre "Horizon West" planning area of West Orange County. The Debtor began construction on a freestanding proton therapy center with the goal of having three active treatment rooms including one fixed beam and two gantries. Construction on the proton therapy center stalled for financial reasons. The Debtor initiated this bankruptcy proceeding on Dec. 15, 2020, to address these financial difficulties and the financial impact of a cyberattack in October 2020. During these bankruptcy proceedings, PCPT Hamlin conducted a sale process and ultimately sold the Property and related assets. The Plan effectuates a distribution of proceeds from the sale and all PCPT Hamlin's remaining assets. After the successful bidder in the first sale process failed to close, the Debtor sought approval of a renewed marketing and sale process. On Oct. 6, 2022, the Bankruptcy Court entered an order approving a renewed sale process and the renewed bid procedures. After an auction, PCPT Hamlin selected New Independence Realty, LLC (the "Buyer") as the successful bidder. On April 24, 2023, the Bankruptcy Court approved the sale of substantially all the Debtor's assets located in the Orlando proton therapy center to the Buyer. The parties closed the sale transaction on May 4, 2023, and the Buyer funded the purchase price under the terms of the asset purchase agreement in the amount of approximately $9.1 million. The proposed Plan effectuates a liquidation to distribute the proceeds from the sale transaction. The projected recovery for unsecured claims under the Plan are: Class Amount Recovery ----- ------ -------- 6 GUC Settlement Claims $1,676,314 Approx. 1-3% 7 Insured Claims Unknown Undetermined 8 Bond Deficiency Claim $0 0% 9 Non-Settling General Unsec. Claims Unknown Undetermined The Court will convene a hearing on the disclosure statements filed by debtors MTPC, LLC and PCPT Hamlin, LLC, in support of their Chapter 11 Plans on Aug. 8, 2023, at 11:00 AM, Courtroom 1. Objections are due by July 31, 2023. About MTPC LLC MTPC LLC is a proton-therapy cancer-treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. It is a freestanding center with three active treatment rooms including one fixed beam and two gantries. MTPC is located in a 43,500-square-foot building adjacent to the campus of the Williamson Medical Center, in Franklin, Tenn. MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee limited liability company that was organized in 2010. It is a freestanding center with three active treatment rooms including one fixed beam and two gantries. Proton Therapy Center is located in an 88,000-square-foot building on the campus of the Provision Case CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a comprehensive healthcare campus focusing on cancer treatment, patient care, research, and education. PCPT Hamlin, another affiliate of MTPC, is a Florida limited liability company that was organized in 2018. It includes an approximately 36,700-square-foot building in the 900-acre Hamlin planned development in the "Town Center" of the 23,000-acre "Horizon West" planning area of West Orange County. MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 20-05438) on Dec. 15, 2020. As of Aug. 31, 2020, MTPC's unaudited financial statements reflected total assets of approximately $105.6 million and total liabilities of approximately $131.2 million. Proton Therapy Center's unaudited financial statements reflected total assets of approximately $93.4 million and total liabilities of approximately $130.2 million. Meanwhile, PCPT Hamlin's unaudited financial statements reflected total assets of approximately $139.2 million and total liabilities of approximately $138.5 million. The Hon. Randal S. Mashburn is the case judge. The Debtors tapped Waller Lansden Dortch & Davis LLP and McDermott Will & Emery LLP as bankruptcy counsels; Trinity River Advisors, LLC as restructuring advisor; and CRS Capstone Partners, LLC as financial advisor. Stretto is the claims agent. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors on Jan. 8, 2021. The committee is represented by Sills Cummis & Gross, PC, and Manier & Herod, PC. NOB HILL INN: Seeks to Hire Lamb & Kawakami as Real Estate Counsel ------------------------------------------------------------------ Nob Hill Inn City Plan Owners Association seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Lamb & Kawakami. The Debtor requires a real estate counsel to negotiate and document the sale of the Nob Hill Inn, a 21-unit hotel in San Francisco, Calif.; and give advice on real estate issues. As disclosed in court filings, Lamb & Kawakami is a "disinterested person" qualified to represent the Debtor in its Chapter 11 case. The firm can be reached through: Ronald L. Rodgers, Esq. LAMB & KAWAKAMI LLP 333 South Grand Avenue, Suite 4200 Los Angeles, CA 90071 Telephone: (213) 630-5510 Email: rrodgers@lkfirm.com About Nob Hill Inn City Plan Owners Association Nob Hill Inn City Plan Owners Association is the owner of Nob Hill Inn, a 21-unit hotel located at 1000 Pine St., San Francisco, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30368) on June 10, 2023, with $8,537,769 in assets and $222,858 in liabilities. Mark M. Sharf has been appointed as Subchapter V trustee. Judge Dennis Montali oversees the case. The Debtor tapped Michael St. James, Esq., at St. James Law, P.C. as bankruptcy counsel; AlignX Law as associate bankruptcy counsel; Lamb & Kawakami as real estate counsel; and Thomas O'Brien of Vacation Resorts International, Inc. as property manager. NOB HILL INN: Seeks to Hire St. James Law as Bankruptcy Counsel --------------------------------------------------------------- Nob Hill Inn City Plan Owners Association seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire St. James Law, P.C. as its bankruptcy counsel. The Debtor requires the assistance of Chapter 11 counsel with respect to: a. the requirements of the Bankruptcy Code concerning the operation of the Debtor; b. the requirements of the Office of the United States Trustee concerning operating matters and the filing of reports; c. the sale of the Debtor's principal asset free and clear of co-owners' interests; d. the administration of claims, including the evaluation of timely filed proofs of claim; e. the formulation and prosecution of a plan of reorganization; and f. other matters related to the Debtor's Chapter 11 proceedings. The firm has a single full-time professional employee, Michael St. James, Esq., whose current rate is $685 per hour. St. James Law received a pre-bankruptcy retainer aggregating $30,000, of which $27,437.85 was applied to pre-bankruptcy fees. As disclosed in court filings, St. James Law is a "disinterested person" qualified to represent the Debtor in this case. The firm can be reached through: Michael St. James, Esq. St. James Law, P.C. 22 Battery St #888 San Francisco, CA 94111 Tel: 415-391-7566 Email: michael@stjames-law.com About Nob Hill Inn City Plan Owners Association Nob Hill Inn City Plan Owners Association is the owner of Nob Hill Inn, a 21-unit hotel located at 1000 Pine St., San Francisco, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30368) on June 10, 2023, with $8,537,769 in assets and $222,858 in liabilities. Mark M. Sharf has been appointed as Subchapter V trustee. Judge Dennis Montali oversees the case. The Debtor tapped Michael St. James, Esq., at St. James Law, P.C. as bankruptcy counsel; AlignX Law as associate bankruptcy counsel; Lamb & Kawakami as real estate counsel; and Thomas O'Brien of Vacation Resorts International, Inc. as property manager. NOB HILL INN: Taps AlignX Law as Associate Chapter 11 Counsel ------------------------------------------------------------- Nob Hill Inn City Plan Owners Association seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire AlignX Law as its associate Chapter 11 counsel. AlignX will be consulting with and advising the Debtor's principal bankruptcy counsel regarding matters related to the Debtor's Chapter 11 case. As of the commencement of the case, AlignX held an unearned retainer balance of $600. As disclosed in court filings, AlignX is a "disinterested person" qualified to represent the Debtor in this case. The firm can be reached through: Ido J. Alexander, Esq. AlignX Law 12555 Orange Dr Suite 4159 Davie, FL 33330 Phone: +1 954-686-7399 About Nob Hill Inn City Plan Owners Association Nob Hill Inn City Plan Owners Association is the owner of Nob Hill Inn, a 21-unit hotel located at 1000 Pine St., San Francisco, Calif. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-30368) on June 10, 2023, with $8,537,769 in assets and $222,858 in liabilities. Mark M. Sharf has been appointed as Subchapter V trustee. Judge Dennis Montali oversees the case. The Debtor tapped Michael St. James, Esq., at St. James Law, P.C. as bankruptcy counsel; AlignX Law as associate bankruptcy counsel; Lamb & Kawakami as real estate counsel; and Thomas O'Brien of Vacation Resorts International, Inc. as property manager. NUOVO CIAO-DI: Says DCC Vigilant's Plan Not Feasible ---------------------------------------------------- Nuovo Cia-Di, LLC, the debtor, filed an objection to DCC Vigilant, LLC's Disclosure Statement. DCC Vigilant had filed a Disclosure Statement explaining a proposed Plan of Liquidation for the Debtor on May 23, 2023. The Debtor points out that the disclosure statement was insufficiently served pursuant to Bankruptcy Rule 3017(a). The docket only reflects the notice of the hearing to approve the Disclosure Statement (the "Notice"). Neither the Debtor nor its counsel received a copy of the Disclosure Statement by mail and counsel cannot confirm it received a copy of the Notice by mail either. The certificate of service attached to the Notice indicated only the Notice was mailed. The Debtor further points out that the disclosure statement does not contain adequate information: * The Disclosure Statement provides no information with respect to the present condition of the Debtor, including the extensive and productive efforts of the Debtor to sell its two condominiums in New York City. As was noted in several previous filings, the Debtor has been in continued negotiations for the beneficial purchase of its second-floor unit for $8,550,000. Additionally, recently the Debtor is in receipt of an offer of $8,500,000 for 6,000 square feet of the ground floor condominium. This information is expanded on in the attached "Exhibit A" which is a letter from the Debtor's real estate broker who has been employed by order of the Court. * Based on qualified offers received by the Debtor the value of the property is approximately seventeen million dollars ($17,050,000). This value is more than two million dollars ($2,000,000) greater than the "High Estimate" contained in the Disclosure Statement's Appendix B "Liquidation Analysis". The Disclosure Statement fails to state how it determined the value of the Debtor's condominium property and who if any professional prepared this information on the Creditor's behalf; however, it clearly does not reflect the true market value of the property. * Additionally, the Disclosure Statement does not identify the administrative claims that it estimates to be $25,000 - $50,000, or at all explain how it came up with these figures. The objection to the Disclosure Statement filed by the Debtor's condominium association indicates that its intended administrative claim will significantly exceed this amount.2 Therefore, the actual figure may be significantly more than what is in the plan and this possibility needs to be addressed by the Disclosure Statement. See e.g. In re Weiss-Wolf, Inc., 59 B.R. 653, 656 (Bankr. S.D.N.Y. 1986). The Debtor asserts that the disclosure statement cannot be confirmed because the Plan is not feasible: * The Debtor is pursuing sale of the condominiums which will gross more than two million dollars of income for the estate and the creditors than the Creditor's proposed liquidation plan proposes. Therefore, this alone is a sufficient basis to deny the disclosure statement as the proposed appointment of a liquidating trustee will reduce the recovery from the sale of the Debtor's property and will not benefit the Debtor's estate or its creditors. * Due to the defective service and the complex and lengthy proposed plan counsel did not have the opportunity to thoroughly review it to find all of its potential problems.3 However, on an initial review there do appear to be several other impediments to confirmation of this plan. For example, there appears to be no justification in the plan or Disclosure Statement for the treatment of each of the secured claims as a separate class. The priority of the claims is mentioned in the plan but nowhere is it explained. If there is, as it appears, no valid reason for the different classification, then this plan is not confirmable because claims must be classified together and are entitled to equality of treatment. "In conclusion, the Disclosure Statement and plan taken as a whole proposes to sell the Debtor's property for substantially less than its value with the vast majority of the proceeds going to the Creditor that proposed it. This is clearly not in the best interests of the Debtor's estate or the creditors. The Debtor has maintained possession of its business and has been steadily working towards securing the best sales or investments in its property to maximize the value of the properties for the benefit of the estate and the creditors," the Debtor tells the Court. Counsel for the Debtor: H. Bruce Bronson, Esq. BRONSON LAW OFFICES P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 E-mail: hbbronson@bronsonlaw.net About Nuovo Ciao-Di Nuovo Ciao-Di LLC is owned by Ciao-Di Restaurant Corporation, which is owned by several members of the Rainero family. The Rainero family has been in the real estate management business and restaurant business for many years. The Rainero family is the beneficial owner of the Debtor as well as other several other properties in the Greenwich Village area of New York City. Nuovo Ciao-Di is the owner of certain real property located at 350-354 6th Avenue, New York, New York 10011, known as Commercial Unit 1 a/k/a 1FLR and Commercial Unit 2 a/k/a 2FLR. Nuovo Ciao-Di filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10068) on Jan. 20, 2023. In the petition filed by Michael Rainero, as manager, the Debtor reported assets and liabilities between $10 million and $50 million each. The Debtor is represented by H. Bruce Bronson, Jr., Esq. at Bronson Law Offices, P.C. OCEAN POWER: Adopts Tax Benefits Preservation Plan -------------------------------------------------- Ocean Power Technologies, Inc. announced that its Board of Directors has approved the adoption of a tax benefits preservation plan in the form of a Section 382 Rights Agreement. The plan is designed to protect and preserve OPT's tax assets primarily associated with net operating loss carryforwards or NOLs that could potentially be utilized in certain circumstances to offset OPT's future taxable income and reduce its federal income tax liability. Section 382 of the Internal Revenue Code imposes limitations on the future use of a company's NOLs if it undergoes an "ownership change." OPT's ability to benefit from its tax assets would be substantially limited by Section 382 if an "ownership change" occurred. A company experiences an "ownership change" for tax purposes if the percentage of stock owned by one or a group of its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period over the lowest percentage of stock of such corporation owned by such stockholders at any time during that period. OPT's tax benefits preservation plan is similar to those adopted by numerous other public companies with significant NOLs. In order to protect OPT's NOLs from being limited or permanently lost under Section 382, the tax benefits preservation plan is intended to reduce the likelihood of an unintended "ownership change" occurring through the buying and selling of OPT's common stock, $0.001 par value per share. OPT's tax benefits preservation plan is intended to deter any person or group from acquiring beneficial ownership of 4.99% or more of OPT's outstanding common stock without the approval of the Board. OPT's tax benefits preservation plan does not, however, block anyone from buying or selling OPT's common stock. Accordingly, there can be no assurance that the tax benefits preservation plan will prevent an "ownership change." Under the terms of the tax benefits preservation plan, OPT will distribute to its stockholders one preferred stock purchase right for each share of OPT's common stock held as of the close of business today. Any shares of common stock issued after the July 11, 2023 record date will be issued together with associated preferred stock purchase rights. Under the tax benefits preservation plan, the rights will initially trade with OPT's common stock. The rights will generally become exercisable only if a person (or any persons acting as a group) acquires beneficial ownership of 4.99% or more of OPT's outstanding common stock, without the approval of the Board, after the first public announcement by OPT of the adoption of the tax benefits preservation plan. A person or group who acquires, without the approval of the Board, beneficial ownership of 4.99% or more of OPT's outstanding common stock could be subject to significant dilution. If the preferred stock purchase rights become exercisable, all holders of rights, other than the person or group triggering the rights, will be entitled to purchase OPTs common stock at a 50% discount. The Board also has the option to cause the exchange of one share of common stock for each preferred stock purchase right held (other than the rights held by the person or group triggering the rights). Preferred stock purchase rights held by the person or group triggering the rights will become null and void and will not be exercisable, exchangeable, or transferable. Stockholders who beneficially owned 4.99% or more of OPT's outstanding common stock prior to the first public announcement by OPT of the adoption of the tax benefits preservation plan will not trigger any penalties under the tax benefits preservation plan so long as they do not acquire beneficial ownership of any additional shares of common stock (other than pursuant to a stock split, stock dividend, reclassification, or similar transaction effected by OPT) at a time when they still beneficially own 4.99% or more of such common stock. The Board also has the discretion to exempt any acquisition of OPT's common stock from the provisions of the tax benefits preservation plan. The preferred stock purchase rights and the tax benefits preservation plan will expire no later than June 29, 2026. The preferred stock purchase rights and the tax benefits preservation plan may also expire on an earlier date upon the occurrence of other events, including a determination by OPT's Board that the tax benefits preservation plan is no longer necessary for the preservation of OPT's tax attributes. The preferred stock purchase rights may also be redeemed, exchanged, or terminated prior to their expiration. About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. Its PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also provides WAM-V autonomous surface vessels (ASV) and marine robotics services through its wholly owned subsidiary Marine Advanced Robotics and strategic consulting services including simulation engineering, software engineering, concept design and motion analysis through its wholly owned subsidiary 3Dent. Ocean Power reported a net loss of $18.87 million for the 12 months ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Jan. 31, 2023, the Company had $59.04 million in total assets, $6.10 million in total liabilities, and $52.94 million in total shareholders' equity. OCEAN SEGA: Areya Holder Aurzada Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq., at Holder Law as Subchapter V trustee for Ocean Sega International, LLC. Ms. Aurzada will be paid an hourly fee of $495 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Aurzada declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Ste. 5320 Dallas, TX 75202 972-438-8800-office 817-907-4140-mobile About Ocean Sega Ocean Sega International, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31333) on June 27, 2023, with as much as 50,000 in both assets and liabilities. Judge Scott W. Everett oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC is the Debtor's counsel. ORION ADVISOR: Fitch Affirms & Then Withdraws 'B+' IDR ------------------------------------------------------ Fitch Ratings has affirmed the ratings on Orion Advisor Solutions, Inc., including the Long-Term Issuer Default Rating (IDR) at 'B-' and the first-lien senior secured facilities at 'B+'/'RR2'. The Outlook is Negative. Fitch has subsequently withdrawn the ratings on Orion due to commercial reasons. KEY RATING DRIVERS Rating has been withdrawn and the key rating drivers no longer apply. RATING SENSITIVITIES Rating sensitivities are not applicable, as the ratings have been withdrawn. ISSUER PROFILE Orion is a leading provider of cloud-based software as a service solutions and turnkey asset management program solutions to support registered independent financial advisers and related firms. PARADOX RESOURCES: Taps Stout Risius Ross as Restructuring Advisor ------------------------------------------------------------------ Paradox Resources, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Stout Risius Ross, LLC as their restructuring advisor, and Douglas Brickley as chief restructuring officer. The firm's services include: a) negotiating the terms of any debtor-in-possession financing or agreement regarding the use of cash collateral on behalf of the Debtors; b) investigating and preparing the Debtors' go-forward business and restructuring strategies; c) directing and conferring with all retained estate professionals, including Debtors' legal counsel, investment banker, and financial advisors; d) communicating with creditors of Debtors and meeting with representatives of such constituencies; e) preparing statements of financial affairs, schedules, first day motions and other regular motions and reports required by the Court or which Debtors are otherwise obligated to prepare and provide; f) reviewing payments or transfers by or for the benefit of Debtors to ensure compliance with the Bankruptcy Code and applicable orders of the Court; g) negotiating bidding procedures and advising the Debtors on the terms of any proposed sale of the Debtors' assets; h) formulating and prosecuting of any plan of reorganization or liquidation for the Debtors; i) retaining additional estate professionals as the CRO deems advisable in furtherance of the foregoing, subject to the requirements of the Bankruptcy Code and Bankruptcy Rules; and j) taking any and all other actions that are necessary or appropriate to manage and operate the Debtors pursuant to the Engagement Letter, the Bankruptcy Code, and applicable orders of the Court. The CRO's services include: a) assisting in the review of reports or filings as required by the Court or the U.S. Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs, and monthly operating reports; b) reviewing the Debtors' financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Court approval is sought; c) reviewing and analyzing of the reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; d) assisting with reviewing any potential cost containment opportunities proposed by the Debtors; e) assisting with reviewing any potential asset redeployment opportunities proposed by the Debtors; f) reviewing and analyzing assumption and rejection issues regarding executory contracts and leases; g) reviewing and analyzing the Debtors' proposed business plans and the business and financial condition of the Debtors generally; h) assisting in evaluating reorganization strategy and alternatives available, including any asset sale transactions; i) reviewing and analyzing the Debtors' financial projections and assumptions; j) reviewing and analyzing enterprise, asset, and liquidation valuations; k) assisting in preparing documents necessary for confirmation of any plan, proposed asset sales, and proposed use of cash and/or financing; l) advising and assisting the Debtors in negotiations and meetings with creditors and other parties-in-interest; m) reviewing and providing analysis on potential tax consequences to the bankruptcy estates of any reorganization and/or proposed transactions; n) assisting with the claims resolution procedures including, but not limited to, analyses of creditors' claims by type and entity; o) providing forensic accounting and litigation consulting services and expert witness testimony regarding confirmation and/or transactional issues, avoidance actions or other matters; and p) other such functions as requested by the Debtors to assist in the Chapter 11 Case. The firm will be paid at these hourly rates: Managing Director $675 - $750 Director $520 - $575 Manager/Senior Manager $395 - $450 Analyst/Associates $300 - $345 Administrative Personnel $125 - $175 Stout received an initial retainer from Debtors in the total amount $95,000 paid in installments of $50,000 on May 3, 2023, $20,000 on May 18, 2023, and $25,000 on May 19, 2023. Ann Miller, managing director at Stout, disclosed in a court filing that her firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ann M. Miller Stout Risius Ross, LLC 1000 Main Street, Suite 3200 Houston, TX 77002 Phone: +1 713 955 8406 Email: dbrickley@stout.com About Paradox Resources Paradox Resources, LLC is a Houston-based integrated energy company that now owns multiple producing oil and gas fields. Paradox Resources sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texsa Lead Case No. 23-90558) on May 22, 2023. In the petition signed by its chief executive officer, Todd A. Brooks, the Debtor disclosed $50 million to $100 million in both assets and liabilities. Judge David R. Jones oversees the case. The Debtor tapped Okin Adams Bartlett Curry, LLP as legal counsel; Stout Risius Ross, LLC as restructuring advisor; and Donlin, Recano & Co., Inc. as notice, claims and balloting agent. PAXE LATITUDE: Seeks to Hire New Perspective Asset Management ------------------------------------------------------------- Paxe Latitude, LP seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire New Perspective Asset Management, LLC. The Debtor needs the firm's assistance to contact its former tenants in Columbus, Ohio, who were forced to vacate the Debtor's property in December last year, and to resolve matters involving their former tenants. The firm requested a retainer in the amount of $15,000. New Perspective's fee is capped at $100,000. As disclosed in court filings, New Perspective does not hold any interest adverse to the Debtor and its estate. The firm can be reached through: Dana Milligan New Perspective Asset Management LLC 6125 Franz Road Dublin, OH 43017 Tel: (614) 790-0855 Fax: (614) 793-8499 About Paxe Latitude Paxe Latitude, LP is a single asset real estate as defined in 11 U.S.C. Section 101(51B). Paxe Latitude filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-11337) on Feb. 21, 2023, with $10 million to $50 million in both assets and liabilities. Judge Christine M. Gravelle oversees the case. The Debtor is represented by Eric H. Horn, Esq., at A.Y. Strauss, LLC. PERIMETER ORTHOPAEDICS: Taps Rountree as Legal Counsel ------------------------------------------------------ Perimeter Orthopaedics, P.C. and affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Rountree, Leitman, Klein & Geer, LLC as their counsel. The firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the management of its property; (b) prepare legal papers; (c) assist in the examination of claims of creditors; (d) assist in the formulation and preparation of the disclosure statement and Chapter 11 plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services to administer the Debtor's Chapter 11 case. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $595 Hal Leitman, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $395 Caitlyn Powers, Attorney $325 Shawn Eisenberg, Attorney $325 Elizabeth Miller, Paralegal $250 Sharon M. Wenger, Paralegal $225 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 William Rountree, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Rountree, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wrountree@rlkglaw.com About Perimeter Orthopaedics Perimeter Orthopaedics, P.C. and Perimeter Outpatient Surgery Associates, Inc. are a physician practice that specializes in orthopedics. The Debtors filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 23-20555) on May 17, 2023. At the time of filing, Perimeter Orthopaedics reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Perimeter Outpatient reported as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge James R. Sacca oversees the case. The Debtors are represented by William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC. PHI GROUP: Signs Business Cooperation Deal With Saphia Alkali ------------------------------------------------------------- PHI Group, Inc. (n/k/a Philux Global Group Inc.), announced that the Company has signed a Business Cooperation Agreement with Saphia Alkali JSC, a Vietnamese joint stock company, to cooperate in financing, manufacturing, selling and distributing Saphia Alkali's proprietary alkali products on a worldwide basis. According to the agreement, the companies have incorporated "Sapphire Alkali Global Group," a Wyoming corporation, Registration ID 2023-001291498, as the parent company to implement this Business Cooperation Agreement. Philux Global Group and its affiliates will be responsible for providing three hundred million U.S. dollars towards this enterprise and will hold forty percent of ownership in Sapphire Alkali Global Group whereas Sapphire Alkali JSC will hold the remaining sixty percent. Saphia Alkali JSC's solutions are 100% herbal alkalis, undergoing proprietary activated technologies, formed in the form of natural compounds with high alkalinity in material form with a pH level reaching 13 +/- 1, and very rich in natural compositions, plant antibiotics, minerals, microbes, and vitamins. The most powerful strengths of Saphia Alkali JSC's herbal alkalis are the abilities to neutralize excess acid in the body, to restore balance in the body in a short period of time, and to aid in the healing of damaged cells in the body. Furthermore, Saphia Alkali's herbal alkalis contain a variety of medicinal substances, including natural compounds and high plant antibiotics such as Glycosides, Flavonoids, Terpenoids, Saponins, and others, which have anti-inflammatory and anti-swelling properties within the body. Besides these and other healthcare-related products, Saphia Alkali JSC has also developed successful solutions for agriculture, aquaculture, and environment using its proprietary activated alkali technonogies. Mrs. Dung Phuong Nguyen, Saphia Alkali JSC's Chairperson and Inventor, stated: "We are very pleased to have Philux Global Group as our partner in this exciting journey ahead to bring healing, well-being and benefits to many people. Our herbal alkaline water is not an usual alkaline water, it carries the prayer of its inventor, wishing peace and health to everyone." Mr. Henry Fahman, chairman and chief executive Officer of PHI Group, Inc., concurred: "We are delighted to partner with Mrs. Dung Phuong Nguyen and Saphia Alkali JSC to make the products of their love and labor available to people that are in need in many parts of the world." About PHI Group Headquartered in Irvine, California, PHI Group, Inc. (www.phiglobal.com) is primarily engaged in mergers and acquisitions, advancing PHILUX Global Funds, SCA, SICAV-RAIF, a "Reserved Alternative Investment Fund" under the laws of Luxembourg, and establishing the Asia Diamond Exchange in Vietnam. Besides, the Company provides corporate finance services, including merger and acquisition advisory and consulting services for client companies through its wholly owned subsidiary PHILUX Capital Advisors, Inc. (formerly PHI Capital Holdings, Inc.) and invests in selective industries and special situations aiming to potentially create significant long-term value for the Company's shareholders. PHILUX Global Funds intends to include a number of sub-funds for investment in select growth opportunities in the areas of agriculture, renewable energy, real estate, infrastructure, and the Asia Diamond Exchange in Vietnam. PHI Group reported a net loss of $21.15 million for the year ended June 30, 2022, compared to a net loss of $6.55 million for the year ended June 30, 2021. As of March 31, 2023, the Company had $319,865 in total assets, $8.61 million in total liabilities, and a total stockholders' deficit of $8.28 million. Bangalore, India-based M.S. Madhava Rao, the Company's auditor, issued a "going concern" qualification in its report dated Jan. 13, 2023, citing that Company has an accumulated deficit of $71,717,973 and had a negative cash flow from operations amounting to $1,545,570 for the year ended June 30, 2022. These factors raise substantial doubt about the Company's ability to continue as a going concern. POLK AZ: Aug. 22 Hearing on Disclosure Statement ------------------------------------------------ Judge Madeleine C. Wanslee has entered an order that the Court will consider the approval of the Disclosure Statement of Polk AZ, LLC at a hearing on August 22, 2023, at 11:00 a.m. The Disclosure Statement Hearing will be held in Courtroom 702, at the U.S. Bankruptcy Court, 230 N. First Ave., Phoenix, AZ 85003. Any party desiring to object to the court's approval of the Disclosure Statement must file a written objection by August 15, 2023. The court has set August 22, 2023, as the deadline for non-governmental creditors to file proof of claims. About Polk AZ LLC Polk AZ, LLC, a company in Phoenix, Ariz., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02396) on April 16, 2023, with $1 million to $10 million in both assets and liabilities. Judge Madeleine C. Wanslee oversees the case. Honorable Bankruptcy Judge Madeleine C Wanslee handles the case. The Law Office of Mark J. Giunta serves as the Debtor's bankruptcy counsel. PRIMAL MATERIALS: Sussman & Moore Advises RobCo Lott, 2 Others -------------------------------------------------------------- Pursuant to the provisions of Rule 2019 of the Federal Rules of Bankruptcy Procedure, Weldon L. Moore, III of Sussman & Moore, LLP filed a verified statement of his firm's multiple representations in the Chapter 11 cases of Primal Materials, LLC, and affiliate Primal Crushing, LLC, of these parties: A. RobCo Lott, LLC PO Box 6489 Abilene, TX 79608 B. ALJR Ventures, LLC PO Box 6489 Abilene, TX 79608 C. Ballard Construction 12188 N 23rd Street Vernon, TX 76384 The nature and the amount of claims (interests) of the firm's clients, and the times of acquisition thereof are as follows: (a) RobCo Lott, LLC has a claim against Debtors Primal Crushing, LLC and Primal Materials, LLC arising from the lease of two pieces of equipment with the amount of prepetition indebtedness of $434,273. Robco Lott is the originating creditor and did not acquire its claim from a third party. (b) ALJR Ventures, LLC has a secured claim arising from pre-petition indebtedness for money loaned to Debtors Primal Crushing, LLC and Primal Materials, LLC in the approximate sum of $674,674. ALJR Ventures, LLC is the originating creditor and did not acquire its claim from a third party. (c) Ballard Construction has a contract claim arising from prepetition services rendered to Debtor Primal Crushing, LLC in the approximate sum of $129,780. Ballard Construction is the originating creditor and did not acquire its claim from a third party. The firm can be reached at: Weldon L. Moore, III Sussman & Moore, LLP 2911 Turtle Creek Blvd., Ste. 1100 Dallas, TX 75219 Tel: (214) 378-8270 Fax: (214) 378-8290 E-mail: wmoore@csmlaw.net About Primal Materials Primal Materials, LLC, is a locally owned and operated company, providing dirt moving and excavation services for ranchers and new construction sites in the Big Country surrounding Abilene, Texas. Primal Materials, LLC, and affiliate Primal Crushing, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-10081 and 23-10082) on June 12, 2023. In the petition signed by Victor John Hirsch, III, member/manager, Primal Materials disclosed up to $500,000 in assets and up to $10 million in liabilities. Joseph F. Postnikoff, Esq., at Rochelle McCullough, LLP, serves as counsel to the Debtor. PROFESSIONAL DIVERSITY: Tumim Stone Reports 5.9% Equity Stake ------------------------------------------------------------- Tumim Stone Capital LLC, 3i, LP, 3i Management LLC, and Maier Joshua Tarlow disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of June 30, 2023, they beneficially owned 646,147 shares of common stock of Professional Diversity Network, Inc., representing 5.92 percent of the shares outstanding. The ownership percentages reported are based on (i) 10,269,530 shares of Common Stock outstanding as of June 29, 2023, as reported in the Issuer's prospectus supplement dated June 30, 2023, filed with the U.S. Securities and Exchange Commission on June 30, 2023. As of June 30, 2023, Tumim is the direct beneficial owner of 646,147 shares of Common Stock of the Issuer. Tumin's principal business is that of a private investor. Mr. Tarlow is the manager of 3i Management, the general partner of 3i, which is the sole member of Tumim, and has sole voting control and investment discretion over securities beneficially owned directly by Tumim and indirectly by 3i Management and 3i. 3i Management is also the manager of Tumim. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1546296/000175392623000879/g083631_sc13g.htm 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. QUALTEK SERVICES: Court Confirms Reorganization Plan ---------------------------------------------------- Judge Christopher Lopez has entered an order approving the Disclosure Statement and approving and confirming the Joint Plan of Reorganization of Qualtek Services Inc., et al. Subsequent to filing the Plan on May 24, 2023, and on June 29, 2023 the Debtors made certain technical modifications to the Plan (the "Plan Modifications"). The Plan Modifications, which were made in accordance with the Restructuring Support Agreement, do not materially adversely affect the treatment of any Claim or Interest under the Plan. After giving effect to the Plan Modifications, the Plan continues to satisfy the requirements of sections 1122 and 1123 of the Bankruptcy Code. As evidenced by the Voting Report, Classes 3B, 3C, and 44 have voted to accept the Plan in accordance with the requirements of Sections 1126 and 1129 of the Bankruptcy Code. Under section 1126(f) of the Bankruptcy Code, Holders of Claims in Class 1 (Other Secured Claims), Class 2 (Other Priority Claims), Class 5 (General Unsecured Claims) (collectively, the "Deemed Accepting Classes") are unimpaired and conclusively presumed to have accepted the Plan. Further, the Debtors were not required to solicit votes from the Holders of Claims or Interests in Class 6 (TRA Claims), Class 7 (Section 510(b) Claims), or Class 10 (Equity Interests), which were deemed to reject the Plan (the "Deemed Rejecting Classes"). Holders of Claims in Class 8 (Intercompany Claims) and Holders of Interests in Class 9 (Intercompany Interests) are Unimpaired and conclusively presumed to have accepted the Plan (to the extent reinstated) or are Impaired and deemed to reject the Plan (to the extent cancelled), and, in either event, are not entitled to vote to accept or reject the Plan. A copy of the Plan Confirmation Order dated June 30, 2023, is available at https://tinyurl.ph/uBWoo from PacerMonitor.com. Mid-July Emergence QualTek Services Inc., a leading infrastructure services provider, on June 30, 2023, announced that its Plan of Reorganization has been confirmed by the United States Bankruptcy Court for the Southern District of Texas. The Plan has the overwhelming support of the Company’s major stakeholders, including, 100% of voting Secured Debt Holders and 100% of voting Convertible Noteholders. This milestone comes less than six weeks after filing, representing an expeditious step forward toward emergence from the Company’s Chapter 11 cases, which it expects to occur in mid-July. As a result of its restructuring efforts, QualTek will emerge from Chapter 11 with a significantly stronger balance sheet and be positioned for continued industry leadership in the telecommunications and utilities sectors. Through the confirmed Plan, QualTek will eliminate $307 million of debt. The Company also intends to enter into new $25 million exit term loan financing (in addition to the $40 million previously funded DIP financing) and an ABL facility with $101.2 million in availability to ensure that it is well capitalized in the future. "With today's announcement, QualTek is poised to emerge from our financial restructuring well positioned to continue to provide best-in-class infrastructure services for our valued customers," said QualTek’s Chief Executive Officer Scott Hisey. "We believe QualTek will have significant opportunities in the coming years across the wireless, wireline/fiber, 5G, renewables and recovery sectors, and are excited to enter this next chapter for our company. I want to thank our customers and vendors for their continued support during this process as we position our business on a more stable foundation. I also want to express my appreciation to our employees for their hard work and focus on delivering exceptional results, and we look forward to building on our track record as a dedicated employer of our military veterans." QualTek will emerge as a private company under the ownership of their prepetition lenders. The current management team will continue to lead the Company, with roles and responsibilities across the team remaining the same. The Plan also provides for general unsecured creditors and trade claims to be unimpaired. About QualTek Founded in 2012, QualTek OTCMKTS: QTEKQ -- https://www.qualtekservices.com/ -- is a technology-driven provider of infrastructure services to the 5G wireless, telecom, power grid modernization and renewable energy sectors across North America. QualTek has a national footprint with more than 65 operation centers across the U.S. and a workforce of over 5,000 people. QualTek has established a nationwide operating network to enable quick responses to customer demands as well as proprietary technology infrastructure for advanced reporting and invoicing. The Company reports within two operating segments: telecommunications, and Renewables and Recovery and has already become a leader in providing disaster recovery logistics and services for electric utilities. QualTek Services Inc. and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90584) on May 24, 2023. QualTex disclosed $688,927,000 in assets against $789,647,000 in total debt as of Dec. 31, 2022. The Hon. Christopher M. Lopez is the case judge. Kirkland & Ellis LLP and Jackson Walker LLP are serving as legal counsel, Jefferies is serving as investment banker, and Alvarez & Marsal is serving as financial advisor to the Company. The Company has retained C Street Advisory Group to serve as the strategy and communications advisor. Epiq is the claims agent. REFRESH2O WATER: Taps J. Geoffrey Sturgill, Jr., CPA as Accountant ------------------------------------------------------------------ Refresh2O Water Systems, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire J. Geoffrey Sturgill, Jr., CPA, PC, as its counsel. The accounting firm will be paid at these hourly rates: Processor $75 Preparer $125 Reviewer $275 The accounting firm will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Geoffrey Sturgill, Jr., CPA assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: J. Geoffrey Sturgill, Jr., CPA J. Geoffrey Sturgill, Jr., CPA, PC 139 Baltimore St Gettysburg, PA 17325 Phone: +1 717-334-6728 About Refresh2O Water Systems Refresh2O Water Systems, Inc. is in the business of in-home water treatment sales, installation and service. Refresh2O Water Systems sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00327) on Feb. 15, 2023, with up to $50,000 in assets and up to $500,000 in liabilities. Farley Lavonne Ferguson, president of Refresh2O Water Systems, signed the petition. Judge Henry W. Van Eck oversees the case. Gary J. Imblum, Esq., at Imblum Law Offices PC, represents the Debtor as legal counsel. REGIONAL HEALTH: 80% of Series A Preferred Shares Validly Tendered ------------------------------------------------------------------ Regional Health Properties, Inc. announced the final results, and the closing, of its previously commenced offer to exchange any and all of the Company's outstanding 10.875% Series A Cumulative Redeemable Preferred Shares for newly issued shares of the Company's 12.5% Series B Cumulative Redeemable Preferred Shares. As previously announced, the Exchange Offer expired at 11:59 p.m., New York City time, on June 27, 2023. Continental Stock Transfer & Trust Company, the exchange agent in connection with the Exchange Offer, has advised the Company that, as of the Expiration Date, 2,252,272 shares of Series A Preferred Stock had been properly tendered (and not validly withdrawn) in the Exchange Offer, representing approximately 80.1% of the outstanding shares of Series A Preferred Stock. All of the shares of Series A Preferred Stock properly tendered (and not validly withdrawn) prior to the Expiration Date pursuant to the Exchange Offer were accepted by the Company and will be retired. On June 30, 2023, in exchange for each such share of Series A Preferred Stock, participating holders of Series A Preferred Stock received one share of Series B Preferred Stock, resulting in the issuance of 2,252,272 shares of Series B Preferred Stock. 559,263 shares of Series A Preferred Stock did not participate in the Exchange Offer and remain outstanding. "For many years, we believe the Company's capital structure was an impediment to the Company and its equity investors. We expect the recently approved transaction, which will reduce the liquidation preference and eliminate accumulated and unpaid Series A Preferred Stock dividends, to reduce the overhang that inhibited the Company from taking strategic direction to maximize shareholder value," said Brent Morrison, the Company's president and chief executive officer. About Regional Health Properties Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health reported a net loss of $6.87 million in 2022, a net loss of $1.18 million in 2021, and a net loss of $688,000 in 2020. As of March 31, 2023, the Company had $65.95 million in total assets, $64.15 million in total liabilities, and $1.80 million in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Regional Health Properties until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. S&S SENIOR HOUSING: Seeks Conditional Approval of Disc. Statement ----------------------------------------------------------------- S&S Senior Housing of Burnsville LLC filed a motion for an order: (1) conditionally approving its Disclosure Statement and scheduling a hearing to consider final approval thereof and Plan confirmation hearing, (2) approving the form and content of Debtor's ballot, (3) establishing a deadline for filing objections to the Disclosure Statement and Plan of Reorganization, (4) establishing a deadline for casting ballots to accept or reject Plan of Reorganization, and (5) to the extent necessary, extending the deadline for confirming Debtor's proposed Plan of Reorganization. On June 30, 2023, Debtor filed its Plan of Reorganization and Disclosure Statement. In accordance with 11 U.S.C. Sections 105(a) and (d), the Debtor requests that the Court waive any requirement for a status conference regarding the relief requested in this Application as creditors and parties in interest will be provided an opportunity to raise any objections to the Disclosure Statement at the hearing to consider final approval of the Disclosure Statement if objections are timely filed, and enter an order conditionally approving the Disclosure Statement, establishing a deadline for filing objections to the Disclosure Statement and Plan, and scheduling a final hearing on the Disclosure Statement, in the event timely objections are filed, to be consolidated with the hearing to consider confirmation of the Plan. The Court has not yet set a hearing on the Motion. Attorney for the Debtor: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Tel: (404) 564-9300 E-mail: cmccord@joneswalden.com About S&S Senior Housing of Burnsville S&S Senior Housing of Burnsville LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). S&S Senior Housing of Burnsville filed a petition for relief Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-40495) on April 4, 2023. In the petition filed by Kenneth Mark Simons, as manager, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Debtor is represented by: Cameron M. McCord, Esq. Jones & Walden, LLC 302 W.I. Parkway Dallas, GA 30132 Tel: 404-564-9300 Email: info@joneswalden.com S&S SENIOR HOUSING: Unsecureds to Get 100% Without Interest ----------------------------------------------------------- S&S Senior Housing of Burnsville LLC submitted a Plan of Reorganization and a Disclosure Statement on June 30, 2023. The Debtor's assets as of the Filing Date consisted of the real property located at 270 Love Fox Road, Burnsville, NC 28714, office furniture and fixtures, an operating license from the State of North Carolina, and a utility deposit. The source of funds for the payments pursuant to the Plan is the sales of (i) Debtor's real and personal property to Friendship Senior Housing of Florida, LLC dated Feb. 18, 2023 for $1,800,000, (ii) S&S Senior Housing of Louisburg's real and personal property to Friendship Senior Housing dated Feb. 16, 2023 for $2,800,000, and (iii) S&S Senior Housing of Madison LLC dated March 17, 2023 for $3,000,000. Friendship Senior Housing intends to immediately proceed to closing upon confirmation of the Plan by the Bankruptcy Court. Under the Plan, Class 3 consists of General Unsecured Claims including deficiency claims pursuant to 11 U.S.C. Sections 506 and 522(f). The Debtor will pay the General Unsecured Claims in full without interest (i.e. a balloon payment) on the earlier of (i) the closing of the Funding Transaction or (ii) 60 days after the entry of the Confirmation Order. The Debtor anticipates and projects but does not warrant the following Holders of Class 3 Claims: Anticipated Holders Scheduled/Proof of Claim ------------------- ------------------------ Mohamed R. Hajmurad $150,000 Performance Food Service $15,000 Ramsey M. Hajmurad $150,000 Samer Alsaleem $150,000 -------- Total $465,000 Class 3 is impaired. Attorney for the Debtor: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Tel: (404) 564-9300 A copy of the Disclosure Statement dated June 30, 2023, is available at https://tinyurl.ph/SrHOy from PacerMonitor.com. About S&S Senior Housing of Burnsville S&S Senior Housing of Burnsville LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). S&S Senior Housing of Burnsville filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-40495) on April 4, 2023. In the petition filed by Kenneth Mark Simons, as manager, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The Debtor is represented by: Cameron M. McCord, Esq. Jones & Walden, LLC 302 W.I. Parkway Dallas, GA 30132 Tel: 404-564-9300 Email: info@joneswalden.com SERTA SIMMONS: Priority Lenders Disclose Holdings ------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Ad Hoc Priority Lender Group filed a second amended verified statement on June 21, 2023, in the Chapter 11 cases of Serta Simmons Bedding, LLC, et al. In March 2020, the Ad Hoc Priority Lender 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 Debtors' outstanding debt obligations. Subsequently, in January 2023, Gibson Dunn contacted Jackson Walker LLP to serve as Texas co-counsel to the Ad Hoc Priority Lender Group. Gibson Dunn and Jackson Walker represent the Ad Hoc Priority Lender Group, comprised of the beneficial holders or the investment advisors or managers for certain beneficial holders that in their capacities as lenders under a Super-Priority Term Loan Agreement, dated as of June 22, 2020 (the "PTL Credit Agreement"; the first lien first out term loans held thereunder (the "FLFO Term Loans") and the first lien second out term loans held thereunder (the "FLSO Term Loans")), by and among Dawn Intermediate, LLC, as holdings, and Serta Simmons Bedding, LLC, National Bedding Company L.L.C., and SSB Manufacturing Company, as borrowers, the lenders and issuing banks from time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. Gibson Dunn represents certain current and former lenders under the Super-Priority Term Loan Agreement in related non-bankruptcy proceedings filed in New York state court and the United States District Court for the Southern District of New York. The names and addresses of each of the members of the Ad Hoc Priority Lender Group, together with the nature and amount of the disclosable economic interests held by each of them in relation to the Debtors as of June 23, 2023, are as follows: Certain funds and/or accounts managed, advised or sub-advised by Barings LLC or its affiliates: 1. Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 * $40,491,213 of FLFO Term Loans * $92,065,706 of FLSO Term Loans 2. BlackRock Financial Management, Inc. 50 Hudson Yards New York, NY 10001 * $4,734,434 of FLFO Term Loans 3. Cetus Capital, LLC 8 Sound Shore Drive, Suite 303 Greenwich, CT 06830 * $54,909,130 of FLSO Term Loans 4. Credit Suisse Asset Management3 11 Madison Avenue New York, NY 10010 * $31,579,858 of FLFO Term Loans * $98,574,538 of FLSO Term Loans 5. Eaton Vance Management / Boston Management and Research Two International Place, 9th Floor Boston, MA 02110 * $35,269,308 of FLFO Term Loans * $135,361,063 of FLSO Term Loans 6. Farallon Capital Management, LLC One Maritime Plaza, Suite 2100 San Francisco, CA 94111 * $19,767,623 of FLFO Term Loans * $126,324,878 of FLSO Term Loans * $40,224,453 of Non-PTL Term Loans 7. Invesco Senior Secured Management, Inc. 225 Liberty Street New York, NY 10281 * $37,714,876 of FLFO Term Loans * $63,377,461 of FLSO Term Loans 8. MJX Asset Management LLC 12 East 49th St, Floor 38 New York, NY 10017 * $2,475,106 of FLSO Term Loans 9. Oaktree Opportunities Fund XB Holdings (Delaware), L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 * $21,712,421 of FLSO Term Loans 10. Sound Point Capital Management 375 Park Avenue, 33rd Floor New York, NY 10152 * $19,635,265 of FLSO Term Loans 11. Three Court Master, LP 148 Madison Avenue, 5th Floor New York, NY 10016 * $3,974,619 of FLSO Term Loans Attorneys for the Ad Hoc Priority Lender Group: Bruce J. Ruzinsky, Esq. J. Machir Stull, Esq. Victoria N. Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: bruzinsky@jw.com E-mail: mstull@jw.com E-mail: vargeroplos@jw.com - and - Scott J. Greenberg, Esq. Jason Zachary Goldstein, Esq. C. Lee Wilson, Esq. Christina M. Brown, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Email: sgreenberg@gibsondunn.com Email: jgoldstein@gibsondunn.com Email: clwilson@gibsondunn.com Email: christina.brown@gibsondunn.com About Serta Simmons Bedding Serta Simmons Bedding, together with its non-debtor affiliates, are manufacturers and marketers of bedding products in North America, operating various bedding manufacturing facilities across the United States and Canada. Serta Simmons Bedding, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90020) on Jan. 23, 2023. The petitions were signed by John Linker, chief financial officer, treasurer and assistant secretary. At the time of filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. During the Chapter 11 process, Weil, Gotshal & Manges LLP served as SSB's legal counsel, Evercore Group L.L.C. served as SSB's investment banker and FTI Consulting, Inc., served as SSB's financial and restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. Gibson, Dunn & Crutcher LLP served as legal counsel, and Centerview Partners served as financial advisor and investment banker, to an ad hoc group of SSB's priority lenders. * * * Serta Simmons Bedding on June 29, 2023, announced that it has concluded its financial restructuring and emerged from Chapter 11, marking the completion of a critical step in the company's turnaround effort. SILVER CREEK: Taps Ringstad & Sanders as Legal Counsel ------------------------------------------------------ Silver Creek Industries, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Ringstad & Sanders LLP to act as their legal counsel. The firm's services include: a. advising and assisting the Debtors with respect to compliance with the United States Trustee Chapter 11 Notices and Guides and Revisions thereto; b. advising the Debtors concerning the requirements of the Bankruptcy Code and applicable rules as they affect the Debtors; c. advising the Debtors regarding matters of bankruptcy law, including the rights and remedies of the Debtors with regard to its assets and with respect to the claims of creditors; d. representing the Debtors in any proceedings or hearings in the Bankruptcy Court and, subject to separate agreement, in any action in any other court where the Debtor’s rights under the Bankruptcy Code may be litigated or affected; e. conducting examinations of witnesses, claimants, or adverse parties and preparing and assisting in the preparation of reports, accounts, and pleadings related to these cases; f. assisting the Debtors in the negotiation, formulation, confirmation, and implementation of a Chapter 11 plan of reorganization; and, g. taking such other action and performing such other services as the Debtors may require of the Firm in connection with these Chapter 11 cases. The firm will be paid at these rates: Attorneys 2023 Rates Todd C. Ringstad $725 per hour Nanette D. Sanders $725 per hour Karen Sue Naylor $625 per hour Ashley M. Teesdale $520 per hour Paralegals Becky Metzner $195 per hour Arlene Martin $150 per hour The firm received a pre-petition retainer in the amount of $25,000. Todd Ringstad, Esq., a member of Ringstad & Sanders, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Todd C. Ringstad, Esq. Ringstad & Sanders, LLP 4343 Von Karman Avenue, Suite 300 Newport Beach, CA 92660 Tel.: 949-851-7450 Fax: (949) 851-6926 About Silver Creek Industries Silver Creek Industries, LLC is a modular construction company headquartered in California. Silver Creek Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11677) on April 24, 2023. In the petition signed by its managing member, James McGeever, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott H. Yun oversees the case. Robert E. Opera, Esq., at Winthrop Golubow Hollander, LLP, represents the Debtor as legal counsel. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Tucker Ellis, LLP. SRPC PROPERTIES: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Wyoming authorized SRPC Properties, LLC to use cash collateral on an interim basis in accordance with the budget, pending a final hearing set for August 3, 2023 at 10:30 a.m. As previously reported by the Troubled Company Reporter, the Debtor owns four different investment properties, albeit one of the properties is a single parcel of real estate upon which sits three different, separate, housing units: a. Cascade Property 1. Community Loan Servicing, LLC holds a first lien/deed of trust on this property and is owed approximately $576,000. Because the Debtor is not the primary obligor on this debt, the Debtor does not have access to the underlying loan documents. Nonetheless, it is presumed that Community Loan Servicing, LLC has been granted an assignment of rents against the property. 2. Jump and Shout, LLC, the primary obligor to Community Loan Servicing, LLC, holds a second lien/deed of trust on this property and is owed approximately $350,000. Jump and Shout has been granted an assignment of rents against the property. b. Corpus Christi Property 1. Planet Home Lending is presumed to have a first lien/deed of trust on the property located at 10638 Kingwood Dr, Corpus Christi, TX 78410 and is owed $82,300. The Debtor has attempted to confirm the status of this lien, but has been unable to obtain the requisite documentation. The Debtor will treat Planet Home Lending as a secured lender, with an assignment of rents against the property, but reserves the right to treat its obligation differently if documents demonstrate that Planet Home Lending is not a secured lender. 2. Winpro Funds, LLC has a first lien/deed of trust against the properties located at 1645, 1649 and 1653 14th Street, Corpus Christi, TX 78410 and is owed approximately $294,770. Winpro Funds, LLC has been granted an assignment of rents against the property. c. Pueblo Property 1. Emerald Isle Lending Company has a first lien/deed of trust against this property and is owed approximately $171,620. Emerald Isle Lending Company has been granted an assignment of rents against the property. d. Accounts 1. The Debtor has a commercial loan with Bankers Healthcare Group, LLC, which lent the Debtor $224,995. The purpose of the loan was for working capital in order for the Debtor to attempt to restructure its debt with Jump and Shout, and enhance the value of its properties through major improvements. Bankers has a UCC-1 and its debt is secured by the Debtor's "Accounts" (including cash) amongst other collateral. Bankers may have assigned its loan to Peoples Bank. A copy of the order is available at https://urlcurt.com/u?l=FA0LJD from PacerMonitor.com. About SRPC Properties, LLC SRPC Properties, LLC is in the business of purchasing investment properties. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Wyo. Case No. 23-20180) on May 25, 2023. In the petition signed by Shirley Carson, member, the Debtor disclosed $2,694,635 in assets and $1,725,437 in liabilities. Judge Cathleen D. Parker oversees the case. Bradley T. Hunsicker, Esq., at Markus Williams Young and Hunsicker, represents the Debtor as legal counsel. STANADYNE LLC: Seeks to Hire Jones Lang LaSalle as Broker --------------------------------------------------------- Stanadyne LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Jones Lang LaSalle Americas, Inc. as their broker. The broker will market and sell an approximately 53 acre real property parcel, with approximately 814,00 square feet across three buildings, owned by Debtor constituting its former headquarters and manufacturing facility in Windsor, Connecticut. The broker will be compensated as follows: a. The Debtors shall pay a monthly fee to the broker as a retainer fee, equal to $10,000 per month. b. As compensation for a sale of the Windsor Property, the broker shall be entitled to a success fee equal to: (i) a minimum base fee of $175,000 ("Base Fee"); plus (ii) 500 basis points (5 percent) on the aggregate portion of the Gross Purchase Price in excess of $3,500,000 (Incremental Fee); less (iii) the Retainer Amount. c. The Debtors agree to reimburse the broker for any out of pocket expenses incurred up to an amount not to exceed $3,500. As disclosed in the court filings, Jones Lang LaSalle is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The broker can be reached through: James Panczykowski Jones Lang LaSalle Americas, Inc. 1 Station Place Stamford, CT 06902 Phone: +1 203 705 2248 Email: James.Panczykowski@jll.com About Stanadyne LLC Stanadyne LLC is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Stanadyne LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10207) on Feb. 16, 2023. In the petition signed by John Pinson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Hughes Hubbard and Reed LLP as co-general bankruptcy counsel, Kroll, LLC as financial advisor, and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent and administrative advisor. On March 6, 2023, the United States Trustee for the District of Delaware appointed an official committee of unsecured creditors. The committee tapped Kramer Levin Naftalis & Frankel LLP as bankruptcy counsel, Morris James LLP as local counsel, and FTI Consulting, Inc. as financial advisor. SUPPLY CHAIN WAREHOUSES: Court OKs Interim Cash Collateral Access ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia authorized Supply Chain Warehouses Savannah LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor is permitted to use proceeds in the sum of approximately $262,462 for the purpose of operating the Warehouse Business. Starting on July 10, 2023, the Debtor must make deposits in the amount of $2,500 per month, continuing on the first of each month until a Plan is confirmed, to the escrow account of the Debtor's counsel to be reserved as a retainer for the payment of the Subchapter V Trustee's fees and expenses to be paid out upon approval by the Court. Fox Capital Group, Inc. and Biz Fund, Inc. are each granted a replacement lien upon the Debtor's postpetition assets and proceeds thereof to the same extent, validity, and priority as each lender's prepetition lien(s). The Replacement liens will not attach to causes of action under Chapter 5 of the Bankruptcy Code or to assets acquired after confirmation of a plan of reorganization. A final hearing on the matter is set for July 24 at 12 noon. A copy of the order is available at https://urlcurt.com/u?l=TZBOHe from PacerMonitor.com. About Supply Chain Warehouses Savannah, LLC Supply Chain Warehouses Savannah, LLC operates warehousing and storage facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 23-40540) on June 23, 2023. In the petition signed by Phillip Lowell Stover, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Edward J. Coleman III oversees the case. Jon Levis, Esq., at Levis Law Firm, LLC, represents the Debtor as legal counsel. TOPPOP LLC: Gerard Luckman Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., a partner at Forchelli Deegan Terrana, LLP, as Subchapter V trustee for TopPop LLC. Mr. Luckman will be paid an hourly fee of $650 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R Luckman, Esq. Forchelli Deegan Terrana LLP The Omni 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Phone: 516-248-1700 Email: GLuckman@Forchellilaw.com About TopPop LLC TopPop LLC, doing business as TopPop Packaging, operates a beverage manufacturing business in Amityville, N.Y. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-72310) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Richard DeCicco, president and chief executive officer of Iconic Brands, Inc., managing member, signed the petition. Judge Alan S. Trust oversees the case. Richard S. Feinsilver, Esq., is the Debtor's bankruptcy attorney. TREASURE ISLAND: Collector Wants State Statutory Interest Rate -------------------------------------------------------------- Charles W. Thomas, Tax Collector of Pinellas County, Florida, filed an objection to Treasure Island Yacht and Tennis Club of Pinellas County, LLC's Plan of Reorganization and Disclosure Statement. On May 31, 2023, the Debtor filed its Joint Plan of Reorganization and Disclosure Statement. The Debtor's Plan under Article IV – Treatment of Claims and the Debtor's Disclosure Statement under Treatment of Class 4 – Pinellas County Secured Tax Claims addresses treatment of the Tax Collector's claims and recognizes the secured status of the claims. The following language is stated in Article IV of Debtor's Plan and Treatment of Class 4 of Debtor's Disclosure Statement: "Beginning on the 1st day of the 1st month following the Effective Date, the Debtor will begin making a series of 36 equal payments of principal and interest accruing on the principal amount of this Claim at a rate of 6% percent per annum, with 10 days' grace period, until the balance of this Claim is paid. No further action is required for the Pinellas County Tax Collector to retain its Liens as they presently exist." The Tax Collector objects to the language "... at a rate of 6% percent..." on the grounds that, as previously noted, the proper interest rate payment should be the applicable statutory rate under Florida law. 11 U.S.C. section 511. The Tax Collector requests that the Court require the Debtor to amend its Plan and Disclosure Statement to provide that the Tax Collector shall receive the state statutory interest rate from the Plan and/or Confirmation Order. The Tax Collector further requests that the Plan and Disclosure Statement provide that the Tax Collector shall retain his liens on the underlying properties until his claims are paid in full. Attorney for Pinellas County Tax Collector: Jason C. Ester, Esq. Senior Assistant County Attorney Pinellas County Attorney's Office 315 Court Street, 6th Floor Clearwater, FL 33756 Tel: (727) 464-3354 Fax: (464) 4147 E-mail: jester@pinellas.gov eservice@pinellas.gov About Treasure Island Yacht Treasure Island Yacht and Tennis Club of Pinellas County, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05052) on Dec. 22, 2022. In the petition signed by William L. Edwards, member, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Caryl E. Delano oversees the case. The Debtor tapped Stephenie Biernacki Anthony, Esq., at Anthony & Partners, LLC as bankruptcy counsel and Kathryn J. Sole, Esq., at Sole Law, PLLC as special counsel. UPTOWN 240: U.S. Trustee Has Objections to Disclosure Statement --------------------------------------------------------------- The United States Trustee objects to the adequacy of the Disclosure Statement to accompany Uptown 240 LLC's Plan of Reorganization Dated May 23, 2023. The UST objects to the Disclosure Statement as not containing information of a kind, and in sufficient detail, to enable a reasonable investor to make an informed decision about the Plan. The U.S. Trustee raises, among other things, these deficiencies in the Disclosure Statement: * Monthly Operating Reports. The Debtor has not complied with its requirements pursuant to 11 U.S.C. Secs. 704(a)(8), 1106(a)(1), and the Operating Guidelines and Reporting Requirements of the United States Trustee, to submit monthly operating reports for each calendar month after the petition is filed until a plan is confirmed or the case is dismissed or converted. To date, the Debtor has filed two reports (for February and April 2023) but failed to file reports for March and May 2023, both of which are delinquent. * Claim Objections. The Disclosure Statement indicates in its description of Class 8 General Unsecured Creditors that the total unsecured claims of $10,452,244.28 will be reduced to $4,889,924 if the Debtor prevails on two claim objections that it has identified. The Disclosure Statement should disclose the claims the Debtor has identified as objectionable and provide a short description of the bases for objecting. * Class of "Buyers". The Disclosure Statement states that Buyers who reject the Sale Contract are entitled to file a claim for any damages that will be treated as a Class 8 General Unsecured Creditor. he Disclosure Statement should make it clear that the Debtor will file and serve a Notice of Effective Date so that Buyers have a clear understanding of their deadline to submit a damages claim. The Disclosure Statement should explain why the claims of Buyers arising from rejection of the Sale Contracts should not be bifurcated into classes of priority unsecured claims and general unsecured claims. About Uptown 240 Uptown 240, LLC owns and operates a condominium complex in Dillon, Colo. The residences are an exclusive collection of 80-luxury mountain and lakeview condominiums. Uptown 240 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10617) on Feb. 23, 2023, with $10 million to $50 million in both assets and liabilities. Danilo A. Ottoborgo, president of Uptown 240, signed the petition. Judge Thomas B. McNamara presides over the case. The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC, as legal counsel and Eide Bailly, LLP, as accountant. On April 21, 2023, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in this Chapter 11 case. Onsager Fletcher Johnson Palmer, LLC, serves as the Committee's counsel. VANTAGE TRAVEL: Court OKs $1MM DIP Loan from United Travel ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized Vantage Travel Service, Inc. to obtain secured financing of up to $1 million from United Travel Pte. Ltd., on an interim basis. The Debtor is also authorized to use the cash collateral of its prepetition senior secured lenders, the Henry R. Lewis Trust and Henry R. Lewis, on an interim basis, until July 26, 2023. United Travel is a Singapore corporation, which has agreed to acquire the Debtor's business operations and assets. The parties' asset purchase agreement is subject to court approval. The Debtor is authorized to borrow up to $1 million including up to $750,000 from the Purchaser (inclusive of a $440,895 Initial Advance) pursuant to a Purchaser DIP Note, and up to $250,000 from the HRL Trust pursuant to the Debtor-in-Possession Secured Multi-Draw Term Promissory Note. To prevent immediate and irreparable harm to the Debtor's estate, and enable the Debtor to continue to operate its business and preserve and maximize the value of its estate, subject to the terms and conditions set forth in the DIP Notes and the Interim Order, the Debtor is authorized to borrow up to $500,000 from the Purchaser under the Purchaser DIP Note, in one or more advances, which borrowings will be used solely for purposes permitted under the Initial Budget. The Initial Advance will be made available for the purposes set forth in the Purchaser DIP Note and the Interim Order in a principal amount of up to $500,000 on or after the first business day following entry of the Interim Order. The Debtor requires the use of cash collateral to among other things, (a) pay the fees, costs, and expenses incurred in connection with the Chapter 11 Case, (b) permit the orderly operation and liquidation of the Debtor’s business, (d) maintain business relationships with customers, vendors, and suppliers, (e) fund employee expenses, (f) satisfy other working capital and operational needs, and (g) maximize the value of its estate. As adequate protection, the Prepetition Lender is granted continuing valid, binding, enforceable and perfected postpetition replacement liens to the extent the Prepetition Liens are valid, perfected, and enforceable. A final hearing on the matter is set for July 25 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=COnVUw from PacerMonitor.com. About Vantage Travel Service, Inc. Vantage Travel Service, Inc. is a travel agency providing deluxe international tours. Its travel offerings include trips on river and ocean-going vessels owned by affiliated, non-debtor entities, as well as river, ocean-going and land-based tours booked with third-party operators. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11060) on June 29, 2023. In the petition signed by Gregory DelGreco, authorized officer, the Debtor disclosed up to $10 million in assets and up to $500 in liabilities. Judge Janet E. Bostwick oversees the case. Michael J. Goldberg, Esq., at Casner & Edwards, LLP, represents the Debtor as legal counsel. VECTO INC: Seeks 30-Day Extension to File Chapter 11 Plan --------------------------------------------------------- Vecto, Inc., filed a motion for entry of an order extending the time for the Debtor to file its Chapter 11 Plan. The Debtor is evaluating whether it can propose a feasible plan in this case. The summer months will be instructive as to whether the Debtor's trucking operations can be profitable going forward. The Debtor requests an additional 30 days to file a Plan -- or until August 11, 2023. Further status in this case has been scheduled for August 15, 2023. Counsel to the Debtor: Miriam Stein Granek, Esq. GUTNICKI LLP 4711 Golf Road, Suite 200 Skokie, IL 60077 Tel: (847) 745-6592 E-mail: mgranek@gutnicki.com About VECTO Inc. Vecto Inc., a truck rental company in Illinois, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-04456) on April 2, 2023, with total assets of $1,207,500 and total liabilities of $3,342,453. William B Avellone has been appointed as Subchapter V trustee. Judge Donald R. Cassling oversees the case. Miriam Stein Granek, Esq., at Gutnicki, LLP and the Law Offices of David Freydin serve as the Debtor's bankruptcy counsel and corporate counsel, respectively. WEXFORD LABS: Taps Carmody MacDonald as Bankruptcy Counsel ---------------------------------------------------------- Wexford Labs, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Illinois to hire Carmody MacDonald P.C. as its bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to its rights, power, and duties in its Chapter 11 case; b. assisting and advising the Debtor in its consultations with any appointed committee related to the administration of its bankruptcy case; c. assisting the Debtor in analyzing the claims of creditors and negotiating with such creditors; d. assisting the Debtor in investigating its assets, liabilities, financial condition and business; e. advising the Debtor in connection with the sale of its assets or business; f. assisting the Debtor in its analysis of and negotiation with any appointed committee or any third-party concerning matters related to, among other things, the terms of a plan of reorganization; g. assisting and advising the Debtor with respect to any communications with the general creditor body regarding significant matters in its case; h. commencing and prosecuting necessary and appropriate actions or proceedings on behalf of the Debtor; i. reviewing, analyzing or preparing legal documents; j. representing the Debtor at all hearings and other proceedings; k. conferring with other professional advisors in providing advice to the Debtor; l. advising the Debtor regarding pending arbitration and litigation matters in which it may be involved, including continued prosecution or defense of actions and negotiations; and m. performing all other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Partners $305 - $475 Associates $225 - $295 Paralegals/Law clerks $150 - $195 In addition, the firm will seek reimbursement for expenses incurred. The firm is currently holding the sum of $8,998 as a retainer. Robert Eggmann, Esq., a partner at Carmody MacDonald, 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: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. Carmody MacDonald, PC 120 South Central Avenue, Suite 1800 St. Louis, MO 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8660 Email: ree@carmodymacdonald.com thr@carmodymacdonald.com About Wexford Labs, Inc. Wexford Labs, Inc. formulates and manufactures broad-spectrum antimicrobial solutions for healthcare facilities, dental offices, hospitality and food service businesses, educational institutions and public service agencies, pharmaceutical facilities, agricultural businesses and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30420) on June 20, 2023. In the petition signed by CEO Jeffrey Singer, the Debtor disclosed $1,386,692 in assets and $4,782,608 in liabilities. Judge Laura K. Grandy oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald P.C., represents the Debtor as legal counsel. WOODHAVEN MEDICAL: Seeks to Hire Richard S. Feinsilver as Counsel ----------------------------------------------------------------- Woodhaven Medical Realty Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Richard Feinsilver, Esq., a practicing attorney in Carle Place, N.Y.. to handle its Chapter 11 case. Mr. Feinsilvers' services will include: a. preparation and filing of the chapter 11 petition, schedules and statements; b. negotiations with creditors, as required; c. attendance at all Section 341(a) meetings with creditors and the United States Trustee; d. preparation of the Plan, Disclosure and all amendments to same, as required; e. review of financial statements status conferences with client e. attendance at all hearings, including hearings on disclosure statements and status conferences with the United States Trustee and creditors, if required. The hourly rates of the firm are as follows: Richard S. Feinsilver, Esq. $400 Legal Assistant $60 The retainer is $6,500. Richard Feinsilver, Esq., disclosed in a court filing that his firm neither holds nor represents any interests adverse to the Debtor, creditors or other parties in interest. The firm can be reached through: Richard S. Feinsilver, Esq. One Old Country Road, Suite 345 Carle Place, NY 11514 Tel: (516) 873-6330 Fax: (516) 873-6183 Email: feinlawny@yahoo.com About Woodhaven Medical Realty Group Woodhaven Medical Realty is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a commercial building located 164-01 Goethals Avenue, Jamaica NY valued at $975,000. Woodhaven Medical Realty Group, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bnkr. E.D.N.Y. Case No. 23-42041) on June 8, 2023. The petition was signed by Ajit Mansukhani as president. At the time of filing, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Jil Mazer-Marino presides over the case. Richard S. Feinsilver, Esq. represents the Debtor as counsel. YACHTBRASIL MOTOR: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: YachtBrasil Motor Boats and Charters, LLC 300 Alton Road, Suite 101A Miami Beach FL 33139 Business Description: YachtBrasil is a family-owned business specializing in premier yachts. It is an authorized dealer for the CCN, Maestro, Maori, Rio Yachts and Comitti. Chapter 11 Petition Date: July 9, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-15357 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Geoffrey Aaronson, Esq. AARONSON SCHANTZ BEILEY, P.A. 2 South Biscayne Boulevard Suite 3450 Miami FL 33131 Tel: (786) 594-3000 Email: gaaronson@aspalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lysandra Coelho as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V3OPXSY/Yachtbrasil_Motor_Boats_and_Charters__flsbke-23-15357__0001.0.pdf?mcid=tGE4TAMA ZHALILOV INC: Seeks to Hire Joel A. Schechter as Legal Counsel -------------------------------------------------------------- Zhalilov, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of Joel A. Schechter to handle its Chapter 11 case. The Debtor and the firm agreed to a retainer payment of $17,500, plus costs. Joel Schechter, 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: Joel A. Schechter, Esq. Law Offices of Joel A. Schechter 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Telephone: (312) 332-0267 Email: joel@jasbklaw.com About Zhalilov Inc. Zhalilov, Inc. is a Chicago-based company, which conducts business under the name Zipper Freight. Zhalilov filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06799) on May 23, 2023, with $397,114 in assets and $1,285,103 in liabilities. Erlan Zhalilov, president, signed the petition. Judge Deborah L. Thorne oversees the case. Joel A. Schechter, Esq., at the Law Offices of Joel A. Schechter is the Debtor's bankruptcy counsel. ********* 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. 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