/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230712.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, July 12, 2023, Vol. 27, No. 192 Headlines 536 WEST 150 STREET: Voluntary Chapter 11 Case Summary ADVANCED INFRASTRUCTURE: Seeks Cash Collateral Access AINS NASHVILLE: Court OKs Cash Collateral Access Thru July 21 ALPINE SUMMIT: Files for Chapter 11 Bankruptcy BANQ INC: Seeks to Hire Shea Larsen as Bankruptcy Counsel BED BATH & BEYOND: Frost Brown Represents WPG Legacy, Select BED BATH & BEYOND: Hodgson Russ Represents 2 Landlords BED BATH & BEYOND: Rivkin Radler Advises Case Snow, 250 Hudson BED BATH: To Close BuyBuy Baby Stores After Auction Fails BESTWALL LLC: Cancer Victims Advance Bankruptcy Fight BITTREX INC: May Still Face Enforcement Action in Florida BLERIOT US: S&P Assigns 'B' Rating on Incremental Term Loan BLOCKFI INC: FTI Accuses BlockFi of Bankruptcy Plan Abuse BROIT BUILDERS: Case Summary & 20 Largest Unsecured Creditors CELSIUS NETWORK: CFTC Ends Probe, Says Ex-CEO Broke U.S. Rules CHRISTMAS TREE SHOPS: To Liquidate All Stores If Buyer Not Found CLEARWATER CONTRACTING: Seeks to Hire Johnson May as Counsel CONTEMPORARY MANAGEMENT: Taps Davidoff Hutcher & Citron as Counsel CONTEMPORARY MANAGEMENT: Taps RK Consultants as Accountant CREEKSIDE OPERATING: Neema Varghese Named Subchapter V Trustee DIEBOLD HOLDING: Seeks to Hire Jones Day as Legal Counsel DIEBOLD HOLDING: Taps Ducera Partners as Investment Banker DIEBOLD HOLDING: Taps FTI as Financial Advisor ENCINO TOWERS: Case Summary & 20 Largest Unsecured Creditors ENVISION HEALTHCARE: Crescent Capital Joins Fourth Out Group ESCALON LIVESTOCK: Lisa Holder Named Subchapter V Trustee FLORISSANT HOLDINGS: Seeks to Hire Wilde & Associates as Counsel FTX TRADING: SBF Encrypted Texts Complicate His Criminal Case GABRIEL CUSTOM: Taps Ivey McClellan Siegmund Brumbaugh as Counsel GREEN HYGIENICS: Case Summary & 20 Largest Unsecured Creditors GRS RESTAURANT: Stacks Files Subchapter V Bankruptcy Case GRS RESTAURANT: Urges Court to OK Cash Collateral Access HARVEY & DAUGHTERS: The Harvey Agency Seeks Chapter 11 HEART HEATING: Case Summary & 20 Largest Unsecured Creditors HILTON GRAND: S&P Upgrades ICR to 'BB' on Reduced Leverage IBARRA LLC: Seeks Approval to Hire Julio E. Portilla as Counsel iMEDIA BRANDS: Receives Nasdaq Delisting Notice After Ch. 11 Filing JAY DELI: Jolene Wee Named Subchapter V Trustee JBP HOLDINGS: Case Summary & Two Unsecured Creditors JPW INDUSTRIES: Moody's Lowers CFR & Senior Secured Notes to Caa1 K3B ENTERPRISES: Voluntary Chapter 11 Case Summary LIFESIZE INC: Gets Court OK to Sell Majority of Assets to Enghouse MAGENTA BUYER: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable MARIETTA AREA HEALTH CARE: Fitch Alters Rating Outlook to Negative MAXA TECHONOLGIES: Seeks Court Approval of $36.5-Million Settlement MELRAYS INC: Scott Rever Named Subchapter V Trustee MEP INFRASTRUCTURE: William Avellone Named Subchapter V Trustee MIAMI-DADE COUNTY IDA: Moody's Rates 2023 Revenue Bonds 'Ba2' MONITRONICS INT'L: Davis Polk Advised Lenders in Chapter 11 MUSCLEPHARM CORPORATION: Seeks to Hire Hilco as Investment Banker MW HEALTHCARE: Fitch Lowers IDR to 'B', Outlook Negative OKAYSOU CORP: U.S. Trustee Appoints Creditors' Committee PAI HOLDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR PALMER DRIVES: Case Summary & 20 Largest Unsecured Creditors POINTE SCHOOLS: S&P Lowers 2015 Revenue Bond LT Rating to 'D' QUALTEK SERVICES: Paul Weiss, Porter Hedges Advise Term Lenders QUALTEK SERVICES: Taps Jackson Walker as Conflicts Counsel RAPID P&P: Files for Chapter 11 Bankruptcy Protection ROCKPORT COMPANY: Seeks to Hire Goodwin Procter as Special Counsel SHERMAN/GRAYSON: U.S. Trustee Appoints Creditors' Committee SMG US MIDCO 2: Moody's Raises CFR & $578MM Term Loan to B2 SOHA HOUSE: Voluntary Chapter 11 Case Summary SOTERIA REAL PROPERTY: Voluntary Chapter 11 Case Summary SOUTH JERSEY ELITE: Case Summary & Three Unsecured Creditors SOUTH JERSEY INDUSTRIES: Fitch Assigns BB+ Rating on Jr. Sub. Debt SOUTHERN MOTEL: Seeks to Hire Newman & Newman as Legal Counsel STANADYNE LLC: PBGC Steps in to Oversee Pension Plans STAT EMERGENCY: Seeks Cash Collateral Access SWARMIO MEDIA: Gets Initial Stay Order Under CCAA TAMPA BAY PLUMBERS: Case Summary & 20 Largest Unsecured Creditors TECH-MAR ENTERPRISES: Case Summary & 20 Top Unsecured Creditors TRIARC SYSTEMS: Case Summary & 15 Unsecured Creditors TRINITY FAMILY: Taps The Lane Law Firm as Bankruptcy Counsel UNIVERSITY SQUARE: Case Summary & Six Unsecured Creditors WCJ FUND: Voluntary Chapter 11 Case Summary WESCO AIRCRAFT: Asks Court OK to Retain Quinn Emanuel in Chapter 11 ZEN RESTORATION: Taps Vincent Martin Lentini as Substitute Counsel [*] Brooklyn Mixed-Used Corner Building Up for Sale on July 20 [*] Christian Fischer, 11 Others Named New Partners of Davis Polk [*] Commercial Chapter 11 Filings Rise 68% Y/Y in 1H of 2023 [*] Cravedi, Barreiro Join Horvath & Tremblay as Senior VPs [*] Frandzel Partner Michael Gomez Named LA Times Legal Visionary [*] Malcolm Montgomery Joins O'Melveny's NY Real Estate Practice ********* 536 WEST 150 STREET: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: 536 West 150 Street, LLC 271 W. 125th Street, Apt. 207 New York, NY 10027 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11088 Judge: Hon. John P. Mastando III Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Fang Zou as manager. 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/CTTF5YA/536_West_150_Street_LLC__nysbke-23-11088__0001.0.pdf?mcid=tGE4TAMA ADVANCED INFRASTRUCTURE: Seeks Cash Collateral Access ----------------------------------------------------- Advanced Infrastructure Technologies, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Maine for authority to use cash collateral in accordance with the budget and provide adequate protection. The Debtor requires the use of cash collateral to maintain their assets, sell or otherwise liquidate the assets, provide financial information, and pay other expenses necessary to maximize the value of the Debtors' estates in chapter 11. Commercial Metals Company may assert an interest in the cash collateral. The Debtors dispute whether CMC has such an interest in the Debtors' accounts and whether such an interest, if any, was perfected prior to the Petition Date. On April 20, 2021, CMC and AIT Inc. entered into a promissory note in the original principal amount of $2.5 million. Contemporaneously with that note, CMC entered into a security agreement with AIT Inc., AIT LLC, and AIT Manufacturing, purporting to grant to CMC security interests in all or substantially all of the Debtors' assets. CMC also filed UCC-1 financing statements as to the Debtors. The Debtors are not aware of any guarantees by AIT LLC or AIT Manufacturing, and the Debtors are not aware of any deposit account control agreement or similar agreement with CMC. No accounts of the Debtors are maintained with CMC. The amount of debt potentially encumbering the cash collateral as of Petition Date is $2.8 million. To the extent it is entitled to adequate protection for the Debtors' use of cash collateral, CMC will be provided with the following adequate protection to the extent of any diminution in CMC's interest in cash collateral (if any) after the Petition Date: (i) Through an increase in Cash Collateral from the Petition Date during the relevant time period; (ii) Through the Adequate Protection Liens; and (iii) To the extent the Adequate Protection Liens are insufficient to cover the Adequate Protection Obligations in their entirety, the remaining, unsatisfied Adequate Protection Obligations will constitute allowed administrative claims against the Debtors to the extent provided by section 507(b) of the Bankruptcy Code. These events constitute an "Event of Default": (a) The Order is reversed, vacated, stayed, amended, supplemented or otherwise modified in a manner which will materially and adversely affect the rights of CMC; (b) The Chapter 11 cases of the Debtors are either dismissed or converted to Chapter 7 cases pursuant to a final order of the Court, the effect of which has not been stayed; or (c) A Chapter 11 trustee (other than the subchapter V trustee), or an examiner with expanded powers beyond those set forth in Bankruptcy Code sections 1106(a)(3) and 1106(a)(4), is appointed by a final order of the Court, the effect of which has not been stayed, in the Chapter 11 cases of the Debtors. A copy of the motion is available at https://urlcurt.com/u?l=TVeQcR from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=BcRw4e from PacerMonitor.com. About Advanced Infrastructure Technologies, LLC Advanced Infrastructure Technologies, LLC is a provider of composite solutions for the infrastructure & construction industry. AIT designs and manufactures composite bridge systems designed with AASHTO LRFD bridge design specifications. AIT manufactures a variety of composite products for the infrastructure and construction industry including, AIT Wall and GPole. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Lead Case No. 23-10128) on July 7, 2023. In the petition signed by Brit E. Svoboda, its chief executive officer, AIT disclosed $8.112 million in total assets and $18.865 in total liabilities. Judge Peter G. Cary oversees the case. Adam Prescott, Esq., at Bernstein Shur Sawyer and Nelson, P.A. AINS NASHVILLE: Court OKs Cash Collateral Access Thru July 21 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized AINS Nashville, d/b/a The Ainsworth Nashville to use cash collateral on an interim basis in the aggregate amount not to exceed $374,016, through July 21, 2023. The Debtor requires the use of cash collateral to continue operating the business and pay salaries. The Debtor's assets consist of its inventory, restaurant equipment, leasehold improvements, bank account and goodwill with an approximate value of $525,000. The Debtor's secured debt is approximately $681,000 Prior to the Petition Date, the Debtor entered into and executed several loan agreements with the various pre-petition lenders. The Lenders are: (i) Small Business Administration; (ii) Mission Valley Bank and (iii) Gem Funding LLC. The Lenders each filed UCC-1 Financing Statements securing their various positions in all of the Debtor's collateral. The Lenders, to the extent that they are secured by the cash collateral, are granted post-petition replacement liens pursuant to 11 U.S.C. section 361(2), to the extent of any diminution in the value of the collateral as a result of the Debtor's use of cash collateral pursuant to the Interim Order, in order to adequately protect those Lenders which were secured by an interest in the Debtor's collateral as of the Petition Date, for the use of their cash collateral, and the Lenders are granted an administrative claim against the Debtor and its estate solely as to the extent of any diminution in the value of the collateral during the case. The Replacement Liens will constitute valid, binding, enforceable, and duly perfected replacement security interests in and liens upon all currently owned and hereafter acquired property and assets of the Debtor. A continued hearing on the matter is set for July 18 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=6pzqx9 from PacerMonitor.com. About AINS Nashville LLC AINS Nashville LLC operates a restaurant at 206 21st Avenue South, Unit D-2, Nashville, Tennessee. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41997) on June 5, 2023. In the petition signed by Matthew Shendel, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Nancy Hershey Lord oversees the case. Fred S. Kantrow, Esq., at the Kantrow Law Group, PLLC, represents the Debtor as legal counsel. ALPINE SUMMIT: Files for Chapter 11 Bankruptcy ---------------------------------------------- Alpine Summit Energy Partners, Inc. (TSXV: ALPS.U) (NASDAQ: ALPS) and certain affiliates and related companies announced on July 7, 2023 that, after evaluating a variety of strategic alternatives, it has filed for voluntary chapter 11 relief in the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") and intends to conduct a sale of its assets pursuant to Section 363 of the U.S. Bankruptcy Code. The Company entered Chapter 11 with a commitment for $15.5 million in debtor-in-possession ("DIP") financing, provided by its existing bank group, to support its operations during the sale and reorganization process (the "Chapter 11 Process"). The Debtors have also filed various "first day" motions with the Bankruptcy Court, providing customary relief that will enable them to continue operating in bankruptcy without meaningfully disrupting their normal course of operations. Additional information regarding the Chapter 11 Process is available at https://cases.ra.kroll.com/Alpine. Stakeholders with questions may call the Company's Claims Agent, Kroll Restructuring Administration LLC at (844) 219-3705 or (646) 440-4844 if calling from outside the U.S. or Canada, or email AlpineInfo@ra.kroll.com. Trading on the TSX Venture Exchange will be suspended during the Chapter 11 Process. The Company cautions that trading in the Company's securities during the pendency of the Chapter 11 Process is highly speculative and poses substantial risks. Trading prices for the Company's securities may bear little or no relationship to the actual value realized, if any, by holders of the Company's securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities. About Alpine Summit Energy Partners Alpine Summit Energy Partners Inc. and its affiliates develop, own, and operate oil and gas properties in several formations in Texas. Alpine Summit Energy and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90739) on July 5, 2023. In the petition filed by Craig Perry CEO and Chairman of the Board, Alpine Summit Energy Partners Inc, the Debtor estimated assets up to $50,000 and liabilities between $500,000 and $1 million. The Honorable Bankruptcy Judge David R. Jones oversees the cases. The Debtors tapped PORTER HEDGES LLP as counsel; HOULIHAN LOKEY CAPITAL, INC., as investment banker; and HURON CONSULTING SERVICES LLC as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. BANQ INC: Seeks to Hire Shea Larsen as Bankruptcy Counsel --------------------------------------------------------- Banq Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Shea Larsen, PC as its legal counsel. The firm's services include: a. advising the Debtor of its rights and obligations and the performance of its duties during the administration of its Chapter 11 case; b. attending meetings and negotiations with parties involved in the case; c. assisting the Debtor in developing legal positions and strategies with respect to all facets of this proceeding; d. taking necessary and appropriate action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; e. preparing schedules, statements and legal documents; f. assisting the Debtor in formulating a plan of reorganization and obtaining approval and confirmation thereof; and g. performing all other legal services in connection with the bankruptcy case and other general corporate and litigation matters. The firm will be paid at these rates: Bart K. Larsen, Esq. $550 per hour Kyle M. Wyant, Esq. $325 per hour Attorneys up to $725 per hour Paraprofessionals $195 per hour Shea Larsen received a retainer in the amount of $50,000. Bart Larsen, Esq., a partner at Shea Larsen, disclosed in a court filing that the firm and its attorneys are disinterested pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Bart K. Larsen, Esq. Kyle M. Wyant, Esq. Shea Larsen, PC 1731 Village Center Circle, Suite 150 Las Vegas, NV 89134 Phone: (702) 471-7432 Email: blarsen@shea.law About Banq Inc. Banq Inc. is a developer of digital payment, banking and crypto systems in Las Vegas. Banq Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-12378) on June 13, 2023, with $17,725,914 in assets and $5,451,447 in liabilities. Brian Shapiro has been appointed as Subchapter V trustee. Bart Larsen, Esq., at Shea Larsen, PC and Diamond McCarthy, LLP serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. BED BATH & BEYOND: Frost Brown Represents WPG Legacy, Select ------------------------------------------------------------ In the Chapter 11 cases of Bed Bath & Beyond Inc., et al., Frost Brown Todd LLP filed a verified statement pursuant to F.R.B.P. Rule 2019(a) to disclose that it is representing: 1. WPG Legacy, LLC 4900 East Dublin Granville Road 4th Floor Columbus, OH 43081 2. Select Consolidated Management, LLC 400 Techne Center Drive, Suite 329 Cincinnati, OH 45150 WPG is a creditor in the chapter 11 cases and the managing agent for certain landlords of the Debtors. WPG holds claims against the Debtors in an unknown amount including, but not limited to, all amounts due and owing under the leases between WPG and the Debtors plus any rejection damages and/or administrative priority claims for unpaid post-petition rent and other charges. Select is a creditor and the landlord of the Debtors. Select holds claims against the Debtors in an unknown amount including, but not limited to, all amounts due and owing under the leases between Select and the Debtors plus any rejection damages and/or administrative priority claims for unpaid post-petition rent and other charges. FBT can be reached at: Jordan S. Blask, Esq. FROST BROWN TODD LLP 501 Grant Street, Suite 800 Pittsburgh, PA 15219 Telephone: (412) 513-4300 Facsimile: (412) 513-4299 Email: jblask@fbtlaw.com - and - Ronald E. Gold, Esq. A.J. Webb, Esq. FROST BROWN TODD LLP 3300 Great American Tower 301 East Fourth Street Cincinnati, OH 45202 Telephone: (513) 651-6800 Facsimile: (513) 651-6981 Email: rgold@fbtlaw.com awebb@fbtlaw.com About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BED BATH & BEYOND: Hodgson Russ Represents 2 Landlords ------------------------------------------------------ In the Chapter 11 cases of Bed Bath & Beyond Inc., et al., Hodgson Russ LLP filed a verified statement pursuant to Ruler 2019(a) of the Federal Rules of Bankruptcy Procedure to disclose that it is representing: 1. Benchmark-Clarence Associates, LLC c/o Benchmark Properties Management Corp., as Manager 4053 Maple Road, Suite 200 Amherst, New York 14226 2. SRK Lady Lake 21 SPE, LLC c/o Benchmark Properties Management Corp., as Manager 4053 Maple Road, Suite 200 Amherst, New York 14226 Benchmark and SRK are creditors in the chapter 11 cases and landlords of one of the Debtors. Each holds a claim against the Debtor in an unknown amount including, but not limited to, all amounts due and owing under the lease with the Debtor, plus any rejection damages and/or administrative priority claims for unpaid rent and other charges. The law firm can be reached at: Erin N. Teske, Esq. HODGSON RUSS LLP 605 Third Avenue, Suite 2300 New York, NY 10158 Telephone: (212) 751-4300 E-mail: eteske@hodgsonruss.com - and - James C. Thoman, Esq. HODGSON RUSS LLP 140 Pearl Street, Suite 100 Buffalo, NY 14202 Telephone: (716) 856-4000 E-mail: jthoman@hodgsonruss.com About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BED BATH & BEYOND: Rivkin Radler Advises Case Snow, 250 Hudson -------------------------------------------------------------- In the Chapter 11 cases of Bed Bath & Beyond Inc., et al., Rivkin Radler LLP, filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that it is representing: 1. Case Snow Management, LLC and 2. 250 Hudson Street LLC Rivkin can be reached at: James C. Suozzo, Esq. RIVKIN RADLER LLP 25 Main Street Court Plaza North, Suite 501 Hackensack, NJ 07601-7082 Tel: 201-287-2460 Fax: 201-489-0495 Email: james.suozzo@rivkin.com About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BED BATH: To Close BuyBuy Baby Stores After Auction Fails --------------------------------------------------------- Jeremy Hill of Bloomberg News reports that BuyBuy Baby's stores will shut down after the baby brand — once cast as Bed Bath & Beyond Inc.'s prized asset — garnered no adequate going-concern bids in a bankruptcy auction, according to court papers. New Jersey-based baby goods company Dream on Me Industries Inc. won a bankruptcy auction for BuyBuy Baby’s intellectual property last month, but advisers kept searching for a buyer for the whole business. A notice posted to Bed Bath & Beyond’s docket late Thursday indicates none emerged. A hearing to approve the intellectual property sale is scheduled for July 11, court papers show. About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BESTWALL LLC: Cancer Victims Advance Bankruptcy Fight ----------------------------------------------------- Alex Wolf of Bloomberg Law reports that the US Court of Appeals for the Fourth Circuit should revisit whether Georgia-Pacific LLC is entitled to legal protections stemming from the bankruptcy of its asbestos liability holding subsidiary, a committee of cancer patients said. A three-judge panel for the Fourth Circuit erred last month when it upheld a preliminary injunction blocking thousands of asbestos exposure lawsuits against Georgia-Pacific, an official committee of asbestos claimants said in a filing Wednesday, July 5, 2023. The committee urged the entire court to rehear the appeal. About Bestwall LLC Bestwall LLC -- http://www.Bestwall.com/-- was created in an internal corporate restructuring and now holds asbestos liabilities. Bestwall's asbestos liabilities relate primarily to joint systems products manufactured by Bestwall Gypsum Company, a company acquired by Georgia-Pacific in 1965. The former Bestwall Gypsum entity manufactured joint compounds containing small amounts of chrysotile asbestos; the manufacture of these asbestos-containing products ceased in 1977. Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC ("PlasterCo"), develops, manufactures, sells and distributes gypsum plaster products, including gypsum floor underlayment, industrial plaster, metal casting plaster, industrial tooling plaster, dental plaster, medical plaster, arts and crafts plaster, pottery plaster and general purpose plaster. On Nov. 2, 2017, Bestwall sought Chapter 11 protection (Bankr. W.D.N.C. Case No. 17-31795) in an effort to equitably and permanently resolve all its current and future asbestos claims. The Debtor estimated assets and debt of $500 million to $1 billion. It has no funded indebtedness. The Hon. Laura T. Beyer is the case judge. The Debtor tapped Jones Day as bankruptcy counsel; Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter Harris, LLP as special litigation counsel for medicine science issues; King & Spalding as special counsel for asbestos matters; and Bates White, LLC, as asbestos consultants. Donlin Recano LLC is the claims and noticing agent. On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an official committee of asbestos claimants in the Debtor's case. The Committee retained Montgomery McCracken Walker & Rhoads LLP as its legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD Thompson Law as local counsel, FTI Consulting, Inc., as financial advisor. On Feb. 22, 2018, the court approved the appointment of Sander L. Esserman as the future claimants' representative in its case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as his legal counsel; Hull & Chandler, P.A., as local counsel; Ankura Consulting Group, LLC as claims evaluation consultant; and FTI Consulting, Inc., as financial advisor. BITTREX INC: May Still Face Enforcement Action in Florida --------------------------------------------------------- Turner Wright reports that the Florida Office of Financial Regulation is considering action against United States-based cryptocurrency exchange Bittrex, which filed for Chapter 11 bankruptcy protection in May 2023. In a July 5, 2023 filing with the U.S. Bankruptcy Court for the District of Delaware, Florida Office of Financial Regulation (OFR) Assistant General Counsel Brandon Greenberg said the state regulator had been given information on Bittrex's alleged failure to comply with Florida law. According to Greenberg, the OFR still had the "administrative discretion" to charge or not charge Bittrex. The U.S. Securities and Exchange Commission (SEC) filed a complaint against Bittrex on April 17, 2023, the exchange surrendered its Florida money transmitter license on April 30, and Bittrex filed for bankruptcy on May 8. At the time, the OFR said Bittrex surrendering its license "would not affect our prosecution of the Complaint," which included allegations that the firm had failed to segregate customer assets with its operating capital, failed to maintain a surety bond and another complaint that was redacted from the court filing. The SEC enforcement action, bankruptcy case and potential lawsuit in Florida came following Bittrex announcing it would wind down operations in the U.S. by April, citing "continued regulatory uncertainty" in the country. The exchange announced on June 15 that certain users could access their accounts and withdraw funds until August 31, 2023. Though the SEC filed separate charges against Bittrex Global in April, the global exchange has largely been unaffected by the regulatory and financial trouble. About Bittrex Inc. Bittrex is a regulated digital assets exchange platform. Desolation Holdings and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 23-10597) on May 8, 2023. Desolation Holdings' debtor affiliates are Bittrex, Inc., Bittrex Malta Holdings Ltd. and Bittrex Malta Ltd. At the time of filing, the Debtors estimated consolidated assets of $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Brendan Linehan Shannon presides over the cases. Quinn Emanuel Urquhart & Sullivan, LLP, led by partner Patricia B. Tomasco, is the Debtors' counsel. Berkeley Research Group, LLC, is the Debtors' restructuring advisor. Omni Agent Solutions is the claims agent. BLERIOT US: S&P Assigns 'B' Rating on Incremental Term Loan ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating and '4' recovery rating to the proposed $100 million incremental term loan to be issued by Bleriot US Bidco Inc., a subsidiary of Bleriot Midco Ltd. (Ontic; B/Stable/--). S&P expects Ontic to use part of the proceeds of this issuance to repay the drawn portion of its revolving credit facility (RCF) and to use the balance for general corporate purposes, including supporting further license investments. As part of the transaction, Ontic will extend the maturity of its RCF and term loan facilities to 2028. The terms and conditions that apply to this fungible incremental first-lien term loan match those for Ontic's existing first-lien debt. The issuance will increase Ontic's total first-lien outstanding debt to about $937 million and its total S&P Global Ratings-adjusted debt to about $2 billion. S&P's adjusted debt includes the shareholder loan and accrued payment-in-kind (PIK) interest amounting to $965.8 million at the end of December 2022. S&P said, "Debt to EBITDA, excluding the shareholder loan, is forecast to be about 5.5x-6.0x in 2023. If management chooses to prioritize debt repayment over debt-funded license investments, it could trend lower, to less than 5.0x, in 2024. Previously, we expected debt to EBITDA to trend below 5x in 2023. Although the issuance will not materially affect our credit metrics, it will slow the path to reduced leverage. We forecast that funds from operations (FFO) to debt will remain below 6% in 2023 and 2024. "Both the new and existing debt are subject to a floating interest rate. Combined with the increase in debt, we now anticipate an increase in Ontic's cash interest cost to over $70 million for 2023. FFO cash interest coverage will therefore decrease to slightly below 3.0x in 2023 and 2024; previously, we forecast that it would be just over 3.0x. Ontic's credit metrics remain within our rating thresholds. "We expect Ontic's revenue to comfortably exceed $500 million in 2023, a rise of about 30%, supported by the integration of license investments. In addition, we predict that adjusted EBITDA will rise to more than $170 million this year and more than $200 million in 2024, and that EBITDA margins will be 33%-34%." Issue Ratings - Recovery Analysis Key analytical factors S&P said, "The issue rating on the first-lien facilities, including this proposed incremental first-lien term loan, is 'B', in line with the issuer rating. The recovery rating of '4' reflects our expectation of average recovery prospects (30%-50%; rounded estimate: 40%) in the event of a payment default. Pro forma the transaction, the first-lien facilities will comprise an $85 million senior secured RCF maturing in 2028, and $937 million in senior secured first-lien term loans maturing in 2028. "In our hypothetical default scenario, we assume the obsolescence and disposal of legacy platforms by customers, the adoption of newer technologies, failure to renew contracts, and impaired relationships with key partners. "We value the company as a going concern, based on mitigating factors such as exclusive intellectual property (IP) rights, a stable and highly profitable aftermarket business, a strong military end-market that is immune to economic cycles, established relationships with original equipment manufacturers, and low working capital needs due to low-volume parts and long lead times. That said, we think there is potential for value leakage as the intrinsic value of the IP depreciates and from license disposals. The IP is held in U.K. and U.S. subsidiaries, which are guarantors to the facilities." Simulated default assumptions -- Year of default: 2026 -- Jurisdiction: U.K. Simplified waterfall -- Emergence EBITDA: $86.7 million --Maintenance capex assumed at 1% of sales --Standard cyclicality adjustment of 10% -- Multiple: 5.0x -- Operational adjustment: 5%, indicating that we expect EBITDA to continue to improve -- Net recovery value for waterfall after administrative expenses (5%): $432.5 million -- Estimated first-lien debt claims: $976.7 million --Recovery range of first-lien debt: 30%-50% (rounded estimate: 40%) --Recovery rating: 4 Note: All debt amounts include six months of accrued prepetition interest and an assumed 85% drawdown on the RCF. BLOCKFI INC: FTI Accuses BlockFi of Bankruptcy Plan Abuse --------------------------------------------------------- In the Chapter 11 cases of BlockFi Inc., et al., bankrupt crypto exchange FTX accused BlockFi, the crypto lender it once sought to save, of committing an "abuse of the plan process" by sending FTX claims further back in line in its latest Chapter 11 plan. The Plan is also facing objections from a federal regulator and bankrupt crypto hedge fund Three Arrows Capital, Aislinn Keely of Law360 reported. BlockFi has filed with the U.S. Bankruptcy Court for the District of New Jersey a motion to approve the disclosure statement relating to their First Amended Joint Chapter 11 Plan. The hearing to consider the adequacy of the Amended Disclosure Statement has been adjourned to August 16, 2023 at 10:00 a.m. (prevailing Eastern Time). The BlockFi Debtors have filed claims against the FTX Debtors in the FTX Chapter 11 proceedings proceedings in Delaware. On the other hand, on March 31, 2023, the FTX Debtors timely filed Proofs of Claim asserting claims against the BlockFi Debtors in BlockFi's Chapter 111 cases. The FTX Claims are primarily comprised of avoidance claims pursuant to sections 547 and 550 of the Bankruptcy Code. The amounts of these claims are subject on ongoing review and analysis by the FTX Debtors, but are currently expected to be as follows after credit for subsequent new value where appropriate: (i) preferential loan repayments by Alameda to BlockFi Lending LLC in the amount of approximately $123 million (referred to as the "Alameda Claims" in the Disclosure Statement), (ii) preferential withdrawals by the BlockFi Debtors from the FTX.com exchange in the aggregate amount of approximately $90 million, (iii) preferential pledges of collateral by Alameda to the BlockFi Debtors in the aggregate amount of approximately $314 million, and (iv) preferential pledges of collateral by Emergent Fidelity Technologies Ltd. and Alameda in the aggregate amount of approximately $1 billion. TThe FTX Claims also include an unsecured claim in the amount of $275 million for new money loans advanced by the FTX Debtors pursuant to a revolving credit facility. "Yet the BlockFi Debtors believe some bankruptcy wand can be waived to make the FTX Debtors' claims disappear incident to their recently amended liquidating chapter 11 plan dated June 28, 2023 (the "Liquidating Plan"), and that they can do so without satisfying basic procedural fairness and due process requirements. This is abuse of the plan process. A motion to equitably subordinate or recharacterize the claims of the FTX Debtors should not be embedded in the Liquidating Plan and jammed into an otherwise existing plan confirmation schedule. If the BlockFi Debtors are serious about attempting to recharacterize or equitably subordinate each and every claim of the FTX Debtors, that litigation should either have its own ordinary process for resolution by adversary proceeding or be subject to an appropriate schedule in connection with plan confirmation. This is particularly important in light of the novel issues that would be raised in that litigation. The FTX Debtors intend to contest any attempt to recharacterize or equitably subordinate their claims, and will argue (among other points of law) that pre-petition actions by Samuel Bankman-Fried cannot be grounds to equitably subordinate a bankruptcy trustee's avoidance actions for the benefit of customers, creditors and victims of the FTX Debtors. Avoidance actions came into existence only upon the FTX Debtors' chapter 11 filing and no customer, creditor or victim of the FTX Debtors can be imputed with Mr. Bankman-Fried's actions or would be unjustly enriched by the FTX Debtors' recoveries, if any, against the BlockFi Debtors," FTX said in its objection to the Detors' Disclosure Statement. Counsel for the FTX Debtors: James L. Bromley Andrew G. Dietderich Brian D. Glueckstein Benjamin S. Beller SULLIVAN & CROMWELL LLP 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 E-mail: bromleyj@sullcrom.com dietdericha@sullcrom.com gluecksteinb@sullcrom.com bellerb@sullcrom.com About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. About BlockFi Inc. BlockFi Inc. is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC, as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC, as strategic and communications advisor. Kroll Restructuring Administration, LLC, is the notice and claims agent. BROIT BUILDERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Broit Builders, Inc. d/b/a Broit Lifting 1588 Vizcaya Ln Naples FL 34113 8638 Business Description: Broit offers tile transport, storage, and loading services. Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00762 Debtor's Counsel: Mike Dal Lago, Esq. DAL LAGO LAW 999 Vanderbilt Beach Rd. Suite 200 Naples FL 34108 Tel: 239-571-6877 E-mail: mike@dallagolaw.com Total Assets: $4,362,604 Total Liabilities: $5,922,297 The petition was signed by Troy Broitzman as CFO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I42JKUQ/Broit_Builders_Inc_dba_Broit_Lifting__flmbke-23-00762__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IRIXS4I/Broit_Builders_Inc_dba_Broit_Lifting__flmbke-23-00762__0001.0.pdf?mcid=tGE4TAMA CELSIUS NETWORK: CFTC Ends Probe, Says Ex-CEO Broke U.S. Rules -------------------------------------------------------------- Allyson Versprille and Lydia Beyoud of Bloomberg News report that investigators at the Commodity Futures Trading Commission have concluded that bankrupt crypto lender Celsius Network and its former chief executive officer broke US rules before the firm's implosion, according to people familiar with the matter. If a majority of the CFTC's commissioners agree with that conclusion, the agency could file a case in federal court as soon as this month, said the people, who asked not to be identified discussing the confidential determination. Attorneys in the enforcement unit determined that Celsius misled investors and should have registered with the regulator, and that former CEO Alex Mashinsky also broke regulations, said. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankrupty counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CHRISTMAS TREE SHOPS: To Liquidate All Stores If Buyer Not Found ---------------------------------------------------------------- The Associate Press reports that Christmas Tree Shops is poised to liquidate all of its stores roughly two months after the struggling home-goods retailer filed for Chapter 11 bankruptcy protection. When Christmas Tree Shops filed for bankruptcy in early May 2023, the Middleboro, Massachusetts-based chain aimed to complete restructuring and exit Chapter 11 as a "financially stronger retailer" by the end of August 2023. At the time, Christmas Tree Shops planned to close a small number of underperforming stores. In a court filing last week, however, Christmas Tree Shops confirmed that it defaulted on a $45 million bankruptcy loan and had agreed to liquidate its more than 70 remaining locations across 20 states, unless a buyer emerges in the final hour. Out of business sales could start as soon as Thursday, July 6, 2023, per court documents. Landlords also have until Thursday to file objections. "Quite simply, the debtor doesn't have the time nor the money to go forward with the plan (to exit bankruptcy)," Harold Murphy, a lawyer representing the retailer, said during a court hearing last week, per the Wall Street Journal. The Associated Press reached out to Murphy and other attorneys representing Christmas Tree Shops and its stakeholders for further comments Wednesday, July 5, 2023. Christmas Tree Shops' history dates back to the 1950s, when the original small holiday store opened on Cape Cod, in Yarmouth Port, Massachusetts, according to the company website. In 1970, Chuck Bilezikian purchased the seasonal business, transforming it into a destination for one-of-a-kind items and low prices that became a year-round shopping destination largely anchored in the Northeast. Over time, Christmas Tree Shops expanded into more states and moved beyond holiday items. The chain recently worked to rebrand itself as "CTS" -- in hopes of underlining that its products are not isolated to seasonal goods. In 2003, the Christmas Tree Shops chain was acquired by Bed Bath & Beyond, which also declared bankruptcy earlier this year. In 2020, the chain was sold to Handil Holdings, led by retail veteran Pam Salkovitz and entrepreneur Marc Salkovitz. About Christmas Tree Shops Christmas Tree Shops is a home-decor retailer that was spun off from Bed Bath & Beyond in 2020. Christmas Tree Shops Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10576) on May 5, 2023. In its petition, the Debtor reports between $50 million and $100 million in assets and between $100 million and $500 million in debt. The Debtor's counsel: Evelyn J. Meltzer Troutman Pepper Hamilton Sanders, LLP 302-777-6500 evelyn.meltzer@troutman.com CLEARWATER CONTRACTING: Seeks to Hire Johnson May as Counsel ------------------------------------------------------------ Clearwater Contracting LLC seeks approval from the U.S. Bankruptcy Court for the District of Idaho to hire Johnson May, PLLC as its legal counsel. The firm's services include: a. preparation and filing of schedules, statement of financial affairs and other related pleadings; b. attendance at all meetings of creditors, hearings, pretrial conferences, and trials related to the Debtor's Chapter 11 case or any litigation arising in connection with the case whether in state or federal court; c. preparation, filing and presentation to the bankruptcy court of any pleadings requesting relief; d. preparation, filing and presentation to the court of a disclosure statement and plan or arrangement under Chapter 11 of the Bankruptcy Code; e. review of claims made by creditors or interested parties, and the preparation and prosecution of any objections to claims as appropriate; f. preparation, filing and presentation to the court of all applications to employ and compensate bankruptcy professionals; and g. preparation and presentation of a final accounting and motion for final decree closing the bankruptcy case. The firm's hourly rates are as follows: Attorneys $195 to $405 Paralegal $95 to $175 The Debtor agreed to pay the firm $25,000 as retainer. As disclosed in court filings, Johnson May does not represent interests adverse to the Debtor and its estate. The firm can be reached through: Matthew T. Christensen, Esq. Johnson May, PLLC 199 N. Capitol Blvd., Suite 200 Boise, ID 83702 Phone: (208) 384-8588 Fax: (208) 629-2157 Email: mtc@johnsonmaylaw.com About Clearwater Contracting Clearwater Contracting, LLC, a company in Nampa, Idaho, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 23-00315) on June 23, 2023, with $2,291,065 in assets and $2,177,009 in liabilities. William Prather, president, signed the petition. Judge Noah G. Hillen oversees the case. Matthew Christensen, Esq., at Johnson May, PLLC represents the Debtor as legal counsel. CONTEMPORARY MANAGEMENT: Taps Davidoff Hutcher & Citron as Counsel ------------------------------------------------------------------ Contemporary Management Services, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davidoff Hutcher & Citron, LLP as their legal counsel. The Debtors require legal counsel to: (a) give advice with respect to the powers and duties of the Debtors in the continued management of their property and affairs; (b) negotiate with creditors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court to protect the interest of the Debtors and represent them in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtors' Chapter 11 case; (f) advise the Debtors in connection with any potential refinancing of secured debt and any potential sale of their business; (g) represent the Debtors in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $450 - $850 Paraprofessionals $195 - $260 In addition, the firm will seek reimbursement for expenses incurred. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, 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: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jsp@dhclegal.com About Contemporary Management Services Contemporary Management Services, LLC is a management company that provides management services to certain affiliated entities, Dale D. Goldschlag D.D.S. P.C. and various non-debtor entities, including Manhattan Dental Implant Solutions P.C. CMS manages the back-office, non-doctor staff, call centers, equipment and other supplies, scheduling of patients, marketing and all of the non-clinical work of the dental practices. DDG PC, which operates under the trade name Contemporary Dental Implant Centre, is a professional corporation through which a New York based dental practice is operated. Refined Dental Laboratory LLC fabricated the crowns used by the professional corporations when servicing patients. It owns certain inventory and finances certain equipment all presently housed at the laboratory facility in Valley Stream, NY. Total Dental Implant Solutions LLC, which did business as Genicore, is a medical device company specializing in dental implants. CDIC Holdings, LLC is a real estate entity and exists as the counterparty to a majority of the leases from which each dental office operates. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-22459) on June 15, 2023. In the petition signed by Dale Goldschlag, manager, the Debtor disclosed $4,444 in assets and $781,268 in liabilities. Judge Sean H. Lane oversees the case. The Debtors tapped Davidoff Hutcher and Citron, LLP as bankruptcy counsel and RK Consultants, LLP as accountant. CONTEMPORARY MANAGEMENT: Taps RK Consultants as Accountant ---------------------------------------------------------- Contemporary Management Services, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire RK Consultants, LLP as their accountant. The Debtors require an accountant to: a. assist the Debtors in the preparation of short-term and long-term projections (balance sheet, profit and loss and cash flows); b. assist the Debtors in the preparation of financial-related disclosures required by the bankruptcy court, including any amendments to the Debtors' schedules of assets and liabilities, statements of financial affairs and monthly operating reports; c. institute procedures to ensure the safekeeping and security of the Debtors' assets; d. assist the Debtors in resolving vendor issues; e. assist the Debtors with information and analyses requested by parties involved in their Chapter 11 cases or required pursuant to their cash collateral arrangements; f. assist the Debtors in the preparation of financial statements and other reports required by the court or under the U.S. Trustee Guidelines; g. administer the accounting and financial advisory services; h. assist the Debtors in daily administrative and operational duties; i. prepare and validate updated and rolling 13-week cash flow projections, including analyzing historical cash disbursements and receipts and results of operation to determine the reasonableness of projected cash flows and short-term cash needs; and j. render other general consulting services. The firm will charge these hourly fees: Members $400 - $450 Director $325 Other Associates $100 - $350 Karl Knechtel, a partner at RK Consultants, 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: Karl Knechtel RK Consultants, LLC 1178 Broadway, 3rd Floor, Suite 1505 New York, NY 10001 Phone: 646-341-3926 Email: karl@rkc.llc About Contemporary Management Services Contemporary Management Services, LLC is a management company that provides management services to certain affiliated entities, Dale D. Goldschlag D.D.S. P.C. and various non-debtor entities, including Manhattan Dental Implant Solutions P.C. CMS manages the back-office, non-doctor staff, call centers, equipment and other supplies, scheduling of patients, marketing and all of the non-clinical work of the dental practices. DDG PC, which operates under the trade name Contemporary Dental Implant Centre, is a professional corporation through which a New York based dental practice is operated. Refined Dental Laboratory LLC fabricated the crowns used by the professional corporations when servicing patients. It owns certain inventory and finances certain equipment all presently housed at the laboratory facility in Valley Stream, NY. Total Dental Implant Solutions LLC, which did business as Genicore, is a medical device company specializing in dental implants. CDIC Holdings, LLC is a real estate entity and exists as the counterparty to a majority of the leases from which each dental office operates. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-22459) on June 15, 2023. In the petition signed by Dale Goldschlag, manager, the Debtor disclosed $4,444 in assets and $781,268 in liabilities. Judge Sean H. Lane oversees the case. The Debtors tapped Davidoff Hutcher and Citron, LLP as bankruptcy counsel and RK Consultants, LLP as accountant. CREEKSIDE OPERATING: Neema Varghese Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Neema Varghese of NV Consulting Services as Subchapter V trustee for Creekside Operating, LLC and its affiliates. Ms. Varghese will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Varghese declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Neema T. Varghese NV Consulting Services 701 Potomac, Ste. 100 Naperville, IL 60565 Tel. (630) 697-4402 Email: nvarghese@nvconsultingservices.com About Creekside Operating Creekside Operating, LLC provides printing and related support services. The company is based in Elgin, Ill. Creekside Operating and its affiliates, Elections Operating LLC, Byers Holding LLC and Byers Operating LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 23-08539) on June 29, 2023. At the time of the filing, Creekside Operating reported $1,072,207 in assets and $1,496,170 in liabilities. William S. Hackney, Esq., at Bryan Cave Leighton Paisner, LLP is the Debtors' legal counsel. DIEBOLD HOLDING: Seeks to Hire Jones Day as Legal Counsel --------------------------------------------------------- Diebold Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jones Day as counsel. The firm's services include: (a) advising the Debtors of their rights, powers and duties in the continued operation and management of their respective businesses and properties under Chapter 11 of the Bankruptcy Code; (b) preparing legal documents and reviewing all financial reports to be filed in the Debtors' Chapter 11 cases; (c) advising the Debtors concerning, and preparing responses to, legal papers that may be filed by other parties involved in the cases and appearing at court hearings or other proceedings relating to those matters; (d) reviewing the nature and validity of any liens asserted against the Debtors' property and advising the Debtors concerning the enforceability of such liens; (e) advising the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (f) advising and assisting the Debtors in connection with any asset dispositions; (g) advising and representing the Debtors with respect to employment-related issues; (h) advising and assisting the Debtors in negotiations with debt holders and other stakeholders; (i) advising and assisting the Debtors with respect to issues implicating government regulations; (j) advising the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections; (k) advising the Debtors in connection with the formulation, negotiation, promulgation and confirmation of a Chapter 11 plan (and related transactional documents); (l) assisting the Debtors in reviewing, estimating and resolving claims asserted against the Debtors' estates; (m) advising and assisting the Debtors in connection with the use of cash collateral or matters related to debtor-in-possession financing and exit financing; (n) commencing and conducting litigation if necessary; (o) providing non-restructuring services to the Debtors if requested, including legal advice related to mergers, acquisitions and corporate governance; and (p) other necessary legal services. The firm will be paid at these rates: Partners $600 to $2,000 per hour Of Counsels $750 to $1,525 per hour Associates $500 to $1,200 per hour Paralegals $250 to $575 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Jones Day received from the Debtor a retainer of $150,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Jones Day disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Jones Day represented the Debtors during the 12-month period prior to the petition date. During that period, Jones Day charged the Debtors its standard hourly rates. However, in certain matters unrelated to the Debtors' Chapter 11 cases or the preparation thereof, Jones Day agreed to provide a 10 percent discount on its standard hourly rates. In connection with this engagement, the Debtors have agreed to compensate Jones Day in accordance with the rates it charges other comparable Chapter 11 clients. The material financial terms of the Debtors' engagement of Jones Day, including the hourly rates charged by the firm, have not changed post-petition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Jones Day has not prepared a budget and staffing plan. Heather Lennox, Esq., a partner at Jones Day, 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: Heather Lennox, Esq. Jones Day 901 Lakeside Avenue Cleveland, OH 44114 Tel: (216) 586-3939 Email: hlennox@jonesday.com About Diebold Diebold Nixdorf, Incorporated automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, its integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. Diebold Nixdorf and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code on June 1, 2023. The cases are jointly administered under the case of Diebold Holding Company, Inc., Bankr. S.D. Texas Lead Case No. 23-90602. In the petition signed by Jonathan B. Leiken, president, Diebold Holding disclosed $3.09 billion in assets and $2.57 billion in liabilities. Diebold Nixdorf Dutch Holding B.V. commenced voluntary reorganization proceedings pursuant to the Wet Homologatie Onderhands Akkoord under Netherlands law in the District Court of Amsterdam. Diebold Netherlands sought recognition of the Dutch Proceeding under Chapter 15 of the Bankruptcy Code. Judge David R. Jones oversees the Chapter 11 cases. The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as legal counsels; Ducera Partners LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Kroll Restructuring Administration, LLC as claims and noticing agent. DIEBOLD HOLDING: Taps Ducera Partners as Investment Banker ---------------------------------------------------------- Diebold Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Ducera Partners, LLC as investment banker. The firm's services include: (a) Ducera shall (i) familiarize itself with the business, operations, financial condition, financial statements, business plans, forecasts, and capital structure of the Debtors; (ii) assist with the evaluation of the Debtors' debt capacity and alternative capital structures in light of its projected financial performance; and (iii) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the Engagement Letter. (b) Transaction Services. If requested by the Debtors, Ducera shall (i) analyze various transaction scenarios and the potential impact of these scenarios on the value of the Debtors and the recoveries of those stakeholders impacted by the transaction; (ii) provide strategic advice with regard to restructuring or refinancing the Debtors' Existing Obligations; (iii) provide financial advice and assistance to the Debtors in developing a transaction; (iv) in connection therewith, provide financial advice and assistance to the Debtors in structuring any new securities to be issued under a transaction; and (v) assist the Debtors or participate in negotiations with entities or groups affected by the transaction. (c) Financing Services. If requested by the Debtors, Ducera shall (i) provide financial advice to the Debtors in connection with the structure and effectuation of a financing, identify potential investors and, at the Debtors' request, contact and solicit such investors; and (ii) assist with the arrangement of a financing, including identifying potential sources of capital, assisting in the due diligence process, and negotiating the terms of any proposed financing; provided, however, it is understood that nothing contained herein shall constitute an express or implied commitment by Ducera to act in any capacity or to underwrite, place or purchase any financing or securities, which commitment shall only be set forth in a separate underwriting, placement agency or other appropriate agreement relating to the financing. (d) Sale Services. If requested by the Debtor, Ducera shall (i) provide financial advice to the Debtors in structuring, evaluating and effectuating a sale, identify potential counterparties and, at the Debtors' written (email to be sufficient) request, contact and solicit potential acquirers; and (ii) assist with the arrangement and execution of a sale, including identifying potential buyers or parties in interest, assisting in the due diligence process, and negotiating the terms of any proposed sale. The firm will be paid at these rates: (a) A monthly cash fee of $200,000. (b) A $12.5 million fee payable upon consummation of a transaction. (c) A fee payable upon the closing of a financing to be calculated as follows: (i) 1 percent of the face amount of any senior secured debt (including, but not limited to, revolving credit and asset backed lending facilities) raised; (ii) 3 percent of the face amount of any junior secured or unsecured debt raised; and (3) 5 percent of any equity capital, convertible, or hybrid capital, including warrants, or similar contingent equity securities raised. (d) A fee payable upon consummation of a sale. Derron Slonecker, a partner at Ducera, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Derron S. Slonecker Ducera Partners LLC 11 Times Square, 36th Floor New York, NY 10036 Tel: (212) 671-9700 About Diebold Diebold Nixdorf, Incorporated automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, its integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. Diebold Nixdorf and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code on June 1, 2023. The cases are jointly administered under the case of Diebold Holding Company, Inc., Bankr. S.D. Texas Lead Case No. 23-90602. In the petition signed by Jonathan B. Leiken, president, Diebold Holding disclosed $3.09 billion in assets and $2.57 billion in liabilities. Diebold Nixdorf Dutch Holding B.V. commenced voluntary reorganization proceedings pursuant to the Wet Homologatie Onderhands Akkoord under Netherlands law in the District Court of Amsterdam. Diebold Netherlands sought recognition of the Dutch Proceeding under Chapter 15 of the Bankruptcy Code. Judge David R. Jones oversees the Chapter 11 cases. The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as legal counsels; Ducera Partners LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Kroll Restructuring Administration, LLC as claims and noticing agent. DIEBOLD HOLDING: Taps FTI as Financial Advisor ---------------------------------------------- Diebold Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ FTI Consulting, Inc. as financial advisor. The firm's services include: -- in the event that the Debtors requires contingency planning, the firm will be working with senior management to determine what areas of the business will be assisting in providing critical information; -- working with senior management in the event that the Debtors require contingency planning to determine what areas of the business will be assisting in providing critical information; -- assisting with the overall Annual Operating Plan objectives through country and functional level benchmarking and analysis; -- supporting backlog to revenue acceleration and operating model refinements; -- providing periodic status reports to senior management, the Debtors' Board of Directors, and the other advisors with respect to the progress of the overall engagement, as requested; and -- performing other customary financial and strategic advisory services. The firm will be paid at these rates: Senior Managing Directors $1,045 to $1,495 per hour Directors/Senior Directors/ Managing Directors $785 to $1,055 per hour Consultants/Senior Consultants $435 to $750 per hour Administrative/Paraprofessionals $175 to $325 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. During the 90 days before the petition date, the firm received $14,484,353.33. The firm's current estimate is that it received unapplied advance payments from the Debtors in the amount of $135,000. Carlin Adrianopoli, senior managing director at FTI, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. FTI can be reached at: Carlin Adrianopoli FTI CONSULTING, INC. 227 West Monroe Street, Suite 900 Chicago, IL 60606 Tel: (847) 858-4161 Email: Carlin.adrianopoli@fticonsulting.com About Diebold Diebold Nixdorf, Incorporated automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, its integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. Diebold Nixdorf and several affiliated entities sought protection under Chapter 11 of the U.S. Bankruptcy Code on June 1, 2023. The cases are jointly administered under the case of Diebold Holding Company, Inc., Bankr. S.D. Texas Lead Case No. 23-90602. In the petition signed by Jonathan B. Leiken, president, Diebold Holding disclosed $3.09 billion in assets and $2.57 billion in liabilities. Diebold Nixdorf Dutch Holding B.V. commenced voluntary reorganization proceedings pursuant to the Wet Homologatie Onderhands Akkoord under Netherlands law in the District Court of Amsterdam. Diebold Netherlands sought recognition of the Dutch Proceeding under Chapter 15 of the Bankruptcy Code. Judge David R. Jones oversees the Chapter 11 cases. The Chapter 11 Debtors tapped Jones Day and Jackson Walker LLP as legal counsels; Ducera Partners LLC as investment banker; FTI Consulting, Inc. as financial advisor; and Kroll Restructuring Administration, LLC as claims and noticing agent. ENCINO TOWERS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Encino Towers LLC 16200 Ventura Blvd., Ste 301 Encino, CA 91436 Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10965 Debtor's Counsel: Matthew D. Resnik, Esq. RHM LAW, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Kaysan Ghasseminejad as managing member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QQNLQEY/Encino_Towers_LLC__cacbke-23-10965__0001.0.pdf?mcid=tGE4TAMA ENVISION HEALTHCARE: Crescent Capital Joins Fourth Out Group ------------------------------------------------------------ In the Chapter 11 cases of Envision Healthcare Corporation, et al., the Ad Hoc Group of Fourth Out Lenders filed a first supplemental verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group of Fourth Out Lenders is comprised of certain beneficial holders or the investment advisors or managers for certain beneficial holders of fourth out loans outstanding under the Credit Agreement dated as of Oct. 11, 2018, by and among Enterprise Immediate Holdings, Inc., Envision Healthcare Corporation, the guarantors and lenders from time to time party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent. As of June 23, 2023, the members of the Ad Hoc Group hold $71,779,990 of the Fourth Out Term Loans: 1. Vibrant Capital Partners, Inc. and Vibrant Credit Partners, LLC 350 Madison Ave., 17th Floor New York, NY 10017 * $29,339,456 of Fourth Out Term Loan 2. Saratoga Investment Corp CLO 2013-1 Ltd. c/o MaplesFS Limited P.O. Box 1093 Queensgate House South Church Street, George Town, Grand Cayman KY1 1102, Cayman Islands * $4,766,742 of Fourth Out Term Loan 3. Ares Management 2000 Avenue of the Stars, 12th Floor Los Angeles, CA 90067 * $23,952,644 of Fourth Out Term Loan 4. Crescent Capital Group LP 299 Park Avenue, 33rd Floor New York, NY 10171 * $13,721,148 of Fourth Out Term Loan The original verified statement only identified three members: Vibrant Capital Partners, Saratoga Investment Corp, and Ares Management. The law firms can be reached at: Jarrod B. Martin, Esq. Michael K. Riordan, Esq. CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & AUGHTRY, P.C. 1200 Smith Street, Suite 1400 Houston, TX 77002 Tel: 713-356-1280 Fax: 713-658-2553 E-mail: Jarrod.Martin@chamberlainlaw.com Michael.Riordan@chamberlainlaw.com - and - Sean O'Donnell, Esq. Stephen B. Selbst, Esq. Christopher Carty, Esq. Steven B. Smith, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Telephone: (212) 592-1400 Facsimile: (212) 592-1500 E-mail: sodonnell@herrick.com Email: sselbst@herrick.com Email: ccarty@herrick.com Email: ssmith@herrick.com About Envision Healthcare Corp 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. ESCALON LIVESTOCK: Lisa Holder Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 17 appointed Lisa Holder, Esq., a practicing attorney in Bakersfield, Calif., as Subchapter V trustee for Escalon Livestock Market, Inc. Ms. Holder will be paid an hourly fee of $300 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Holder declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Lisa Holder, Esq. 3710 Earnhardt Drive Bakersfield, CA 93306 Phone: (661) 205-2385 Email: lholder@lnhpc.com About Escalon Livestock Escalon Livestock Market, Inc. filed Chapter 11 petition (Bankr. E.D. Cal. Case No. 23-22125) on June 28, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Adeline Machado, president, signed the petition. David C. Johnston, Esq. of David C. Johnston is the Debtor's counsel. FLORISSANT HOLDINGS: Seeks to Hire Wilde & Associates as Counsel ---------------------------------------------------------------- Florissant Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Wilde & Associates, LLC as its legal counsel. The firm's services include: a. advising the Debtor of its rights and obligations as well as the performance of its duties during the pendency of its Chapter 11 case; b. attending meetings and negotiations with parties involved in the case; c. taking the necessary actions to protect and preserve the Debtor's estate, including the prosecution and defense of all actions on behalf of the Debtor, negotiations concerning the efforts of the Debtor, and potential objection to claims filed against the estate which may be inaccurate. d. appearing in court proceedings; e. assisting the Debtor in developing strategies to further its liquidation, sale or reorganizational efforts. f. preparing legal papers; and g. all other necessary legal services. The firm's hourly rates are as follows: Gregory L. Wilde, Esq. $375 per hour Associate attorney $275 per hour Paralegal/Law clerk $125 per hour Gregory Wilde, Esq., the firm's attorney who will be providing the services, disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gregory L. Wilde, Esq. Wilde & Associates, LLC 7473 W. Lake Mead Blvd., Suite 100 Las Vegas, NV 89128 Tel: (702) 562-1202 Email: greg@wildelawyers.com About Florissant Holdings Florissant Holdings, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-12275) on June 6, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Natalie M. Cox oversees the case. Gregory L. Wilde, Esq., at Wilde & Associates, LLC represents the Debtor as counsel. FTX TRADING: SBF Encrypted Texts Complicate His Criminal Case ------------------------------------------------------------- Phillip Bantz of Law360 reports that federal prosecutors have amassed millions of pages of digital evidence in building a fraud case against fallen crypto heavyweight Sam Bankman-Fried, but his propensity for communicating through encrypted messaging apps could trip up the government's efforts to prove the key element of criminal intent, experts say. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GABRIEL CUSTOM: Taps Ivey McClellan Siegmund Brumbaugh as Counsel ----------------------------------------------------------------- Gabriel Custom Homes, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Ivey McClellan Siegmund Brumbaugh and McDonough as its bankruptcy counsel. The firm's services include: a. advising the Debtor of its powers and duties in the continued operation of its business and management of its properties; b. negotiating, preparing and pursuing confirmation of a Chapter 11 plan and approval of a disclosure statement and all reorganization agreements; c. preparing court papers; d. representing the Debtor in adversary proceedings; e. representing the Debtor in litigation related to the case; f. appearing in court; and g. performing all other legal services. The hourly rates charged by the firm's primary attorneys and paralegals expected to provide services to the Debtor are as follows: Samantha K. Brumbaugh $400 per hour Dirk W. Siegmund $400 per hour Charles M. Ivey, III $500 per hour Darren McDonough $400 per hour Melissa Murrell $100 per hour Tabitha Coltrane $100 per hour Janice Childers $100 per hour Samantha Brumbaugh, Esq., a partner at Ivey, disclosed in court filings that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Gatton & Siegmund, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 Email: dws@iveymcclellan.com About Gabriel Custom Homes Gabriel Custom Homes, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 23-50410) in June 23, 2023, with $100,001 to $500,000 in both assets and liabilities. Samantha K. Brumbaugh, Esq., at Ivey, Mcclellan, Siegmund, Brumbaugh & Mcdonough, LLP represents the Debtor as counsel. GREEN HYGIENICS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Green Hygienics Holdings, Inc. 1876 Round Potrero Potrero, CA 91963 Business Description: Green Hygienics owns real property located at 1876 Round Potrero Road, Potrero, CA, that includes greenhouse and farm house, 1994 Dodge 3500 1 ton flat-deck truck valued at $19.8 million. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Southern District of California Case No.: 23-01998 Debtor's Counsel: Andrew Bisom, Esq. LAW OFFICE OF ANDREW S. BISOM 300 Spectrum Center Drive, Ste. 1575 Irvine, CA 92618 Tel: (714) 643-8900 Email: abisom@bisomlaw.com Total Assets: $20,250,600 Total Liabilities: $10,291,084 The petition was signed by Todd Mueller as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HNNLQFQ/Green_Hygienics_Holdings_Inc__casbke-23-01998__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 10/6 Productions Professional $10,000 P.O. Box 191265 Services San Diego, CA 92119 2. Alita Capital, Inc Professional $27,849 13795 Blaisdell Pl., Services Ste. 202 Poway, CA 92064 3. Bank of the West Loan $427,000 4180 La Jolla Village Dr., Ste. 150 La Jolla, CA 92037 4. Boustead Securities, LLC $285,000 6 Venture, Ste. 395 Irvine, CA 92618 5. Dennis Janda, Inc. Professional $8,175 42164 Remington Ave. Services Temecula, CA 92590 6. Firebird Manufacturing, LLC Trade Debt $162,400 1057 Bill Tuck Highway South Boston, VA 24592 7. Graig Sinson Professional $55,718 1952 Comox St., Ste. 1101 Services Vancouver, BC 8. GreenGro Technologies Trade Debt $12,000 1676 West Lincoln Ave. Anaheim, CA 92801 9. Greenhouse Systems USA, Inc. Trade Debt $29,327 512 Casserly Rd Watsonville, CA 95076 10. Internal Revenue Service $501,574 P.O. Box 7346 Philadelphia, PA 19101-7346 11. Investorbrandnetwork (IBN) $51,921 8033 Sunset Blvd., Ste. 1037 Los Angeles, CA 90046 12. Keramida, Inc. Professional $13,848 401 N. College Ave. Services Indianapolis, IN 46202 13. Kyle Mackinnon Professional $107,679 25 Bell View Point Services Road York 14. Law Offices of David Professional $18,726 J. Hollander Services 2727 Camino Del Rio South, ste. 211 San Diego, CA 92108 15. Levan Djarnia $213,000 c/o Dimetri Reyzin, Esq. 380 S. Melrose Drive, Ste. 300 Vista, CA 92081 16. Nutrien Ag Solutions, Inc. Trade Debt $37,947 1015 Linda Vista Drt., Bldg. A&B San Marcos, CA 92078 17. Primordia, LLC $168,000 Att: Cherry Lahar 8301 E. 21st N., Ste. 420 Wichita, KS 67206 18. RDO Equipment Co Trade Debt $16,366 3275 CA-86 Imperial, CA 92251 19. Ron Loudoun $587,650 47086 Denman Pl. Vancouver 20. Todd Mueller $150,000 3600 S. Pierce St. #1-102 Denver, CO 80235 GRS RESTAURANT: Stacks Files Subchapter V Bankruptcy Case --------------------------------------------------------- GRS Restaurant Group Inc. filed for chapter 11 protection in the Northern District of California. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. The Debtor filed a Chapter 11 case in an effort to preserve and maintain assets of GRS, while GRS reorganizes three concurrent pressure points – a prepetition lawsuit filed by Comerica Bank to enforce its rights pursuant to its prepetition secured loan agreement; (2) two prepetition employment lawsuits; and (3) all other general unsecured debt. Via the cash collateral motion, the Debtor seeks relief to continue to any and all estate assets in the ordinary course of business while prosecuting a subchapter V reorganization plan in the Chapter 11 case for the benefit of all creditors of the estate. According to court filings, GRS Restaurant Group estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A tele/videoconference meeting of creditors under 11 U.S.C. Section 341(a) is slated for July 10, 2023 at 1:00 p.m. About GRS Restaurant Group GRS Restaurant Group Inc. owns restaurant Stacks at 361 California Drive in Burlingame, CA 94010. Stacks is a lively American breakfast/lunch spot that's popular on weekend mornings for big stacks of pancakes. GRS Restaurant Group Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30430) on June 30, 2023. In the petition filed by Geoff R. Swenson, as president, the Debtor estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. The Honorable Bankruptcy Judge Hannah L Blumenstiel oversees the case. The Subchapter V trustee: Gina Klump 11 5th Street, Suite 102 Petaluma, CA 94952 Phone: (707) 778-0111 E-mail: gklump@klumplaw.net The Debtor is represented by: Matthew D. Metzger, Esq. BELVEDERE LEGAL, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Tel: 415-513-5980 Fax: 415-513-5985 Email: info@belvederelegal.com GRS RESTAURANT: Urges Court to OK Cash Collateral Access -------------------------------------------------------- GRS Restaurant Group, Inc. asks the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, for authority to use cash collateral and provide adequate protection to creditors. The Debtor requires the use of certain funds for the payment of, for example, employee wages, vendors, lease obligations, and other expenses related to the preservation and administration of the Debtor's bankruptcy estate. As of the Petition Date, the Debtor has a pre-petition bank account with a balance of $2,890, secured by a first priority UCC lien by Comerica Bank on the assets of the Debtor. GRS has closed the pre-petition account and opened Debtor-in-Possession accounts. Aside from the UCC lien of Comerica Bank, the Debtor does not believe there are any liens or security interests on the Debtor's assets, cash, accounts receivable, or the proceeds thereof. In the first week of post-petition operations, the Debtor's bank balance rose to $32,006. The Debtor's present bank balance, as of July 6, 2023, is $28,526. Since July 3, 2023, the Debtor, by and through counsel, has been in close contact with Comerica Bank, by and through counsel, disclosing the bank balances and finalizing terms of a cash collateral stipulation. The cash collateral the Debtor seeks to use is comprised of cash on hand and funds to be received post-petition on account of the Debtor's accounts receivables or otherwise. As adequate protection for the use of the cash collateral, the Debtor proposes granting Comerica Bank an adequate protection payment of $4,500 (to be applied per loan terms) and a replacement lien on cash collateral to the same validity, extent, and priority that such secured creditor possessed in the pre-petition cash and accounts receivable as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=anhDYz from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=0ElxbN from PacerMonitor.com. The Debtor projects $218,000 in revenue and $204,106 in expenses. About GRS Restaurant Group, Inc. GRS Restaurant Group, Inc. is part of the restaurant industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30430) on June 30, 2023. In the petition signed by Geoff R. Swenson, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Hannah L. Blumenstiel oversees the case. Matthew D. Metzger, Esq., at Belvedere Legal, PC, represents the Debtor as legal counsel. HARVEY & DAUGHTERS: The Harvey Agency Seeks Chapter 11 ------------------------------------------------------ Morgan Simpson of the Baltimore Business Journal reports that Baltimore advertising firm Harvey Agency has filed for Chapter 11 bankruptcy protection after laying off all its employees in April as the company rethinks its business model. Owner Matthew McDermott filed a voluntary bankruptcy petition on June 30, 2023 in U.S. Bankruptcy Court in Maryland. The filing comes less than two years after founder Kathy Harvey sold the company to McDermott at the end of 2021. Filing for Chapter 11 allows companies to reorganize and does not necessarily lead to closure. That is exactly what McDermott said he is doing in a move to be proactive about the agency's future and rebuild its client base. "While we were successful in many measures, we weren't being successful enough to make it work long term and I felt like this was the way forward to continue the creative legacy at least," McDermott told the Baltimore Business Journal on Thursday, July 6, 2023. When McDermott took over Harvey, the agency had just lost its biggest client, Hunt Valley's CoverGirl, after 30 years. McDermott said that one client represented about 85% of Harvey Agency's revenue and almost 100% of the profitable business. Court documents show Harvey Agency had gross revenue of $3.98 million in 2021 when CoverGirl was still a client, but that figure dropped over $900,000 to $3.04 million in 2022. The client loss forced the agency to create something new and quickly. It revamped its services and brought in more clients to make up for the loss in revenue. The additional business also meant hiring more people, along with leasing and vendor contracts. During the changes, the agency also dropped certain clients that were paying hourly rates, since it did not work in the new financial structure, McDermott said. Despite the new business, the company was still struggling to cover its expenses and McDermott decided to start reorganizing in April 2023, which included laying off all of his around 15 employees. According to McDermott, he gave everyone two weeks' notice, a severance package and let them keep their company laptops. He added that a lot of the employees had jobs lined up before their final day. "I really respect loyalty but I've always told the team you have to take care of yourself and family first," he said. Now, McDermott has four people working as full-time contractors, including himself. He hopes to hire people back full-time by the end of the summer after rebranding the agency. In the past three months of rethinking the business, McDermott said that he signed on "a great mix of new clients" and the agency turned a profit for the first time in a year last month. According to court documents, the agency's gross revenue through June 30, 2023 is $1.25 million. But McDermott saw he had to be more dramatic about reorganizing the agency and sat down with attorneys. After looking at the cost structure, expenses and cost obligations, the business still had "a lot of financial baggage that we've got to restructure," he said. One of the main reasons he filed for bankruptcy was to help get out of an office lease at 1600 W. 41st in the Medfield neighborhood, he said. He is no longer actively uses that office and has moved to a space in Hampden's Co-Balt Workspace. The new business model, which he hopes to have fully completed by the end of the summer, focuses on direct contact between Harvey Agency's creative department and its clients, instead of having a middle account person,McDermott said. He added that at many large ad agencies, things can get lost in translation going from the creative department to the account person and then the client, and vice versa. For his smaller agency, he decided to be more direct and allow the client to be more involved in the creative process under the new model. "This is now an agency with a clear plan for not only profitability but growth down the road," McDermott said. "You've seen Chapter 11 be a godsend for everything from, you know, Marvel to Converse and the beautiful thing is we don't have the scale of baggage that they do to untangle." The agency listed $162,862 in personal property assets and $1.2 million in liabilities, according to documents filed with the court. Kathy Harvey is listed as the largest secured creditor at $1.2 million. The company also owes over $4,000 to unsecured creditors including Pure Water Maryland and Comcast. Harvey helped McDermott purchase the agency in 2021 and "she basically put her money where her mouth is," he said. "She had enough faith to say, listen, if this thing doesn't work, it impacts my bottom line as much as it does anybody else," McDermott added. Harvey told the Baltimore Business Journal that she completely supports McDermott and the agency, and believes he made the right but tough decision by filing for bankruptcy. "Matt has some of the strongest fight in him that I've ever seen in anyone," she said. "He's a guy that's not going to let anybody get him down and they can say what they want, but Matt is going to win." Harvey founded the agency in 1986 and won accounts from global brands such as Procter & Gamble, McCormick & Co. Inc., Stanley Black & Decker, Manischewitz and Coty. McDermott joined Harvey earlier in 2021 as managing director and chief creative officer before buying the business for an undisclosed amount. He previously worked at another Baltimore ad agency, idfive, for nine years. About Harvey Agency The Harvey Agency is a Baltimore-based advertising agency founded in 1986. The Harvey Agency is a branding and design firm providing clients with breakthrough creative and a comprehensive list of services including web design and development, packaging design, and print. Harvey & Daughters, Inc., doing business as The Harvey Agency, sought Chapter 11 protection (Bankr. D. Md. Case No. 23-14616) on June 30, 2023. The agency lists assets in the amount of $162,862 and liabilities totaling $1,204,075. The Hon. David E Rice is the case judge. Daniel Staeven, Esq., of FROST LAW, in Annapolis, Maryland, is the Debtor's counsel. HEART HEATING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Heart Heating & Cooling, LLC d/b/a Heart Heating, Cooling & Plumbing d/b/a Heart Heating, AC, Plumbing & Electric d/b/a Heart Heating, Cooling, Plumbing & Electric d/b/a Heart Automotive 4320 Barnes Rd., Unit 120 Colorado Springs, CO 80917 Business Description: The Debtor is a HVAC contractor in Colorado Springs, Colorado. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court District of Coloradao Case No.: 23-13019 Debtor's Counsel: K. Jamie Buechler, Esq. BUECHLER LAW OFFICE, LLC 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Email: Jamie@kjblawoffice.com Total Assets: $2,676,312 Total Liabilities: $11,173,434 The petition was signed by Robert M. Townsend as CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SB2I5BA/Heart_Heating__Cooling_LLC__cobke-23-13019__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NZ7HWUY/Heart_Heating__Cooling_LLC__cobke-23-13019__0001.0.pdf?mcid=tGE4TAMA HILTON GRAND: S&P Upgrades ICR to 'BB' on Reduced Leverage ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating one notch to 'BB' from 'BB-' on Hilton Grand Vacations Inc. (HGV). S&P also raised its issue-level rating one notch on the company's senior secured debt to 'BBB-' from 'BB+', and S&P raised its issue-level rating one notch on its unsecured debt to 'B+' from 'B', in line with the higher issuer credit rating. S&P said, "The stable outlook reflects our expectation for S&P Global Ratings-adjusted leverage to be around 3x through 2024, which represents a very good cushion compared to our 4.5x downgrade threshold at the current rating to accommodate potential M&A activity or increased shareholder returns that we have not incorporated in our base case. "The upgrade reflects our expectation that leverage will remain around 3x over the next 12 months absent unanticipated M&A.HGV has maintained good contract sales growth through the first quarter of 2023 despite its anticipated decline in VPG. Through first-quarter 2023, an 18% decline in VPG has been offset by higher tour flow as the company ramps up its sales efforts to new members and activates its paid package pipeline. Tour flow grew approximately 32% in the first quarter compared to the same period of 2022, which is likely the final comparison that includes a meaningful negative impact from the COVID-19 pandemic. For the full year we expect VPG to decline 10%-15% offset by an approximate 10% increase in tour flow. We forecast net sales of VOIs to be flat to up 5% for the full year compared to 2022. The company's results have been affected by its shift away from sales to existing owners which have represented a majority of VOI sales since the onset of the COVID-19 pandemic. Existing owners have experienced HGV's product quality and are periodically willing to invest in additional timeshare product, which offer them more days at HGV resorts. Meanwhile, new members typically enter at lower price points and subsequently upgrade over time. In addition to carrying lower VPG's, HGV's effort to refresh its membership and work through its sales pipeline will result in higher marketing and sales costs compared to the previous three years. S&P expects a modest compression in HGV's EBITDA margin to approximately 23% in 2023, which represents a decline compared to recent years, but remains elevated compared to pre-pandemic levels. HGV's captive-adjusted EBITDA margin rose to 28% for full-year 2021 as a very large percentage of sales were made to existing customers and sales and marketing expense requirements remained low. S&P Global Ratings-adjusted EBITDA margin declined to 24% in 2022, which was still significantly higher than the 19.5% in 2019. HGV has made progress in its integration of Diamond resort. Through the first quarter of 2023 HGV has rebranded 22 resorts and expects to rebrand another 11 properties by year end, which will encompass approximately half of the total acquired portfolio. Furthermore, following the acquisition, HGV introduced HGV Max to begin marketing the combined legacy HGV and Diamond portfolios in one product. So far, we believe that HGV has been successful in its effort to integrate the two portfolios through its introduction of HGV Max, its investment in legacy Diamond properties and integration of Diamond sales centers, as well as its effort to overlay its strategy and internal processes to improve close rates. HGV is now the second-largest timeshare system, with a geographically diverse network of resorts and locations that cater to a wider range of price points and vacation settings, including ski resorts, beachfronts, and urban destinations. S&P believes a key rationale of HGV's acquisition of Diamond was the acquisition of a substantial points-based timeshare system for future development activity, which adds development flexibility beyond HGV's existing deeded product. Diamond's points-based product, which typically has lower price points, expands HGV's price range and helps it market to a wider base of Hilton Honors members, particularly those who may be attracted to Diamond's value product compared to HGV's primarily upper upscale product. HGV can also engage owners and leverage offerings to generate incremental fees related to experiential programming, which has been popular at Diamond under its Events of a Lifetime platform. Additionally, S&P expects the combined entity to generate a greater share of cash flow from less-volatile sources such as resort management and financing income, which accounted for about 50% of pro forma consolidated EBITDA based on 2019 results. Notwithstanding recent results, risks remain as HGV continues combining the two portfolios. Diamond historically operates a lower-price, points-based system, whereas HGV operates a mostly deeded timeshare system, and we believe HGV will need to make continued investments to integrate the two product forms into the same sales system. In addition, Diamond historically has had a higher provision for loan losses due to a weaker customer credit profile and lower satisfaction of its owner base, compared to HGV's higher-income owner demographic. HGV's updated financial policy could constrain rating upside. HGV updated its financial policy to target the company's measure of leverage in the range of 2x-3x, which is higher than its pre-pandemic range of 1.5x-2x. S&P Said, "Our measure of leverage is typically higher than HGV's by an estimated 0.5x during normal economic conditions due to our adjustments primarily related to the captive finance subsidiary. HGV's updated target leverage range indicates a need for more flexibility, which reflects an openness to acquisitions and share repurchases. We expect the company could repurchase around $400 million of its own shares in 2023. Rating upside would require substantial cushion such that leverage would remain under our 3.5x upgrade threshold incorporating unanticipated debt-financed M&A, increased shareholder returns, and some operating variability over a normal economic cycle." Apollo's continued ownership remains a potential risk factor. Financial sponsor Apollo has an approximate 28% stake and two board seats in the combined entity, which could become a source of risk if it seeks a negotiated exit from HGV in a way that results in larger share repurchases than we currently assume in our base case. HGV has repurchased shares from a large equity holder, notably in 2018 when it bought 2.5 million shares totaling about $112 million after HNA Tourism Group Co. Ltd. decided to sell 22.25 million HGV shares. S&P believes the risk of share repurchases could become more pertinent as HGV reduces leverage to its target range and if its stock rises, which could motivate Apollo to begin selling its shares at a favorable price. This risk factor currently limits ratings upside despite forecast credit metrics that could otherwise indicate further rating upside. HGV has good leverage cushion in its captive finance subsidiary, and S&P believes the captive's current financial risk is manageable. HGV ended 2022 with a captive debt-to-equity ratio of about 0.8x inclusive of Diamond's results, which is a low leverage level compared to previous years at either company on a stand-alone basis. In 2022 HGV's consumer loan default rate was 7.92% which, while improved from 8.93% in 2021, remains elevated due to the incorporation of Diamond. If default rates increase materially and pro forma debt to equity is sustained above 5x, captive financial risk could rise enough to impair overall financial risk. Higher default rates and financial risk at the captive could also result in more cash outlays, to the extent the company chooses to support the credit quality of securitized loans or opportunistically repurchases low-cost timeshare inventory underlying any defaults. S&P said, "Notwithstanding the risk factors, we do not currently believe the captive would significantly hurt the parent's financial risk in a manner that would lead to a downgrade. The captive's debt-to-equity ratio currently has a very high cushion compared to the 5x downgrade threshold. The company can likely absorb some deterioration in loan losses without impairing overall financial risk. Depending on HGV's success at refining Diamond's sales and underwriting practices, the combined entity can achieve lower provisioning for loan losses (in the high-teens percent area) and consumer loan portfolio default rates over time that are closer to those of peer Travel + Leisure Co. Furthermore, while loan losses increased because of the pandemic, these losses represent cyclical performance rather than a fundamental shift in underwriting standards and therefore would not trigger us to lower the rating solely based on this risk factor. We also believe default rates were helped by government stimulus and loan deferral programs. "The stable outlook reflects our expectation for S&P Global Ratings-adjusted leverage of around 3x through 2024, which represents a very good cushion compared to our 4.5x downgrade threshold at the current rating to accommodate potential M&A activity or increased shareholder returns that are not incorporated in our base case. "We could lower the ratings if S&P Global Ratings-adjusted leverage is sustained above 4.5x, which could occur if weaker macroeconomic trends cause deterioration in VPG, tour flow, and resort occupancy or if HGV engages in unanticipated and significant debt-financed M&A or share repurchases. We could also lower ratings if risk in captive finance operations rises enough to impair the parent's financial risk, which could occur if the captive's adjusted debt to equity remains above 5x and loan losses in the captive's portfolio increase materially." Rating upside is unlikely at this time given HGV's financial policy to maintain leverage between 2x-3x based on company adjustment measures (S&P Global Ratings' adjustments typically add 0.5x) and given the company's willingness to increase leverage temporarily for acquisitions, as evidenced by its recent purchase of Diamond resorts. Nonetheless S&P upgrades the company if adjusted debt to EBITDA is sustained below 3.5x with sufficient cushion to weather a combination of debt-financed M&A, substantial shareholder returns, and operating variability over an economic cycle. ESG credit indicators: E-2, S-3, G-2 S&P said, "Health and safety factors are a moderately negative consideration in our credit rating analysis of HGV. Social factors are reflected in the unprecedented decline in tour flow, revenue, and EBITDA during the pandemic, especially in HGV's destination long-haul travel markets such as Hawaii, which is meaningfully driven by Japanese visitation, which has been slower to recover than other groups. Tour flow materially improved throughout 2022 and could fully recovery to pre-pandemic levels, pro forma for the Diamond Resorts acquisition, in 2023. Meanwhile, VPG has remained historically high as HGV focused sales on existing members. A partially offsetting factor is HGV's sole focus on leisure travel, which recovered more quickly than other forms of travel, its geographically diverse resort system, and recurring fees from resort management and consumer financing income. Although we view the pandemic as a rare and extreme disruption unlikely to recur at the same magnitude, safety and health scares are an ongoing risk in our analysis of HGV." IBARRA LLC: Seeks Approval to Hire Julio E. Portilla as Counsel --------------------------------------------------------------- Ibarra, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire the Law Office of Julio E. Portilla, P.C. as its counsel. The firm's services include: a. providing legal advice with respect to the Debtor's powers and duties under the Bankruptcy Code in the continued operation of its business and the management of its property; b. negotiating, drafting and pursuing all documentation necessary in the Debtor's Chapter 11 case, including, without limitation, any debtor-in-possession financing arrangements and the disposition of the Debtor's assets, by sale or otherwise; c. preparing legal papers; d. negotiating with creditors, preparing a plan of reorganization and taking the necessary legal steps to consummate the plan; e. appearing in court; f. attending meetings and negotiating with representatives of creditors, the United States Trustee, and other parties involved in the Debtor's Chapter 11 case; g. advising the Debtor on bankruptcy law, corporate law, corporate governance, tax, litigation and other issues attendant to its business operations; h. taking all necessary actions to protect and preserve the Debtor's estate including prosecuting actions on the Debtor's behalf, defending any action commenced against the Debtor, and representing the Debtor in negotiations concerning litigation in which it is involved, including objections to claims filed against the estate; and i. performing other necessary legal services. Law Office of Julio E. Portilla will charge $450 per hour for its services. The firm received an advanced payment retainer in the amount of $7,500. As disclosed in court filings, the Law Office of Julio E. Portilla is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Julio E. Portilla, Esq. Law Office of Julio E. Portilla, P.C. 555 Fifth Avenue, 17th Floor New York, NY 10017 Tel: (212) 365-0292 Fax: (212) 365-4417 Email: jp@julioportillalaw.com About Ibarra LLC Ibarra, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). The company is based in New York. Ibarra filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10003) on Jan. 3, 2023, with $1 million to $10 million in both assets and liabilities. Diana Ibarra, manager, signed the petition. Judge Martin Glenn oversees the case. The Debtor is represented by Julio E. Portilla, Esq., at the Law Office of Julio E. Portilla, P.C. iMEDIA BRANDS: Receives Nasdaq Delisting Notice After Ch. 11 Filing ------------------------------------------------------------------- Global media company iMedia Brands, Inc., disclosed that on June 29, 2023, it was notified by the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") that they had determined to delist the Company's common stock and its 8.5% Senior Notes due 2026 as a result of the Company's commencement of voluntary proceedings under Chapter 11 of the United States Bankruptcy Code. Nasdaq informed the Company that trading in its common stock and its 8.5% Senior Notes due 2026 will be suspended at the opening of business on July 10, 2023. The Company voluntarily filed petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on June 28, 2023, to continue pursuing strategic alternatives. The company will be continuing its prepetition sale process under Chapter 11 protection. As previously disclosed, the Company received notices from Nasdaq on May 3, 2023, and June 16, 2023, regarding its non-compliance under Listing Rule 5250(c)(1) as the Company was delinquent in filing its Form 10-K and Form 10-Q reports for the year ended January 28, 2023, and quarter ended April 29, 2023, respectively, as required. Due to the court proceedings, the Company has suspended its earnings calls and future investor conference participation. iMedia will use its SEC filings and press releases for its updates for the foreseeable future. About iMedia Brands iMedia Brands, Inc. (NASDAQ: IMBI, IMBIL) is an interactive, global media company that offers, manages, and markets merchandise, including men's and women's accessories and apparel, under owned and third-party brands through various entertainment, e-commerce, and digital service platforms. iMedia Brands and 11 of its affiliates filed for bankruptcy protection on June 28, 2023 (Bankr. D. Del., Lead Case No. 23-10852). The petitions were signed by James Alt as chief transformation officer. The Debtors reported as of April 29, 2023, total assets of $272,596,462 and total liabilities of $373,713,748. Ropes & Gray LLP serves as the Debtor's general bankruptcy counsel and Pachulski Stang Ziehl & Jones LLP serves as co-bankruptcy counsel. Huron Consulting Services LLC acts as the Debtors' financial advisor; Lincoln Partners Advisors LLC is the Debtors' investment banker' and Stretto Inc. is the Debtors' notice and claims agent. JAY DELI: Jolene Wee Named Subchapter V Trustee ----------------------------------------------- The U.S. Trustee for Region 2 appointed Jolene Wee of JW Infinity Consulting, LLC as Subchapter V trustee for Jay Deli Corp. Ms. Wee will be paid an hourly fee of $595 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Wee declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jolene E. Wee JW Infinity Consulting, LLC 447 Broadway 2nd Fl #502 New York, NY 10013 E-mail: jwee@jw-infinity.com Phone: (929) 502-7715 Fax: (646) 810-3989 About Jay Deli Jay Deli Corp. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42271) on June 27, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by the Law Offices of Peter A. Joseph. JBP HOLDINGS: Case Summary & Two Unsecured Creditors ---------------------------------------------------- Debtor: JBP Holdings, LLC 1925 N Fairfield Ave Chicago, IL 60647 Business Description: JBP Holdings owns real estate located at 1925 Fairfield Ave, Chicago, Ill. According to zillow, the property is valued at $560,000. Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-08939 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Laxmi P. Sarathy, Esq. WHITESTONE, P.C. 17W775 Butterfield Road Suite 114 Oakbrook Terrace, IL 60181 Tel: 312-674-7965 Fax: 312-873-4774 Email: lsarathy@whitestonelawgroup.com Total Assets: $560,000 Total Liabilities: $28,100,000 The petition was signed by Kraig Danielson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ACIOYPA/JBP_Holdings_LLC__ilnbke-23-08939__0001.0.pdf?mcid=tGE4TAMA JPW INDUSTRIES: Moody's Lowers CFR & Senior Secured Notes to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded JPW Industries Holding Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded JPW's senior secured notes to Caa1 from B3. The outlook is stable. "The downgrade reflects refinancing risk with JPW's $280 million notes due October 2024. Moody's anticipate debt capital markets to remain challenging in the near term, increasing the risk of a debt restructuring," said Justin Remsen, Moody's Assistant Vice President. "While near term maturities and softer demand weaken JPW's credit quality, Moody's do expect the company to generate robust free cash flow in 2023 and maintain leverage below 7.0x over the next 12-18 months," added Remsen. Governance risk considerations are material to the rating action, reflecting the heightened risk of a debt restructuring as the private equity sponsor looks to preserve its equity position while addressing maturities, and the company's inconsistent track record in meeting operating targets. As such, Moody's lowered JPW's credit impact score to CIS-5 from CIS-4 and its governance issuer profile score to G-5 from G-4. Downgrades: Issuer: JPW Industries Holding Corporation Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured Regular Bond/Debenture, Downgraded to Caa1 from B3 Outlook Actions: Issuer: JPW Industries Holding Corporation Outlook, Remains Stable RATINGS RATIONALE JPW's Caa1 CFR reflects the company's history of limited earnings growth, high debt leverage, and looming maturities. The rating also reflects the company's vulnerability to cyclical end markets and geographic concentration of suppliers. Despite moderating demand, leverage is expected to remain below 7x (6.7x for the last twelve months ending March 2023) as freight and material cost outpace revenue declines. At the same time, the rating considers JPW's established brands in woodworking and metalworking tools and strong market position in the US. In a fragmented industry, JPW is a leading designer, developer, and distributor with product and end market diversification and a broad customer base. Moody's views JPW's liquidity profile as weak reflecting growing refinancing risk. The company's $280 million notes mature October 2024 and $75 asset-based lending (ABL) revolving facility ($8 million outstanding as of March 31, 2023) has a springing expiry 91 days before the notes mature. However, this risk is somewhat mitigated by Moody's expectation for $40 million and $20 million of free cash flow generation in 2023 and 2024, respectively. The Caa1 rating on the secured notes reflects a one-notch positive override to the LGD model derived outcome reflecting Moody's view of a higher recovery rate in the event of default. The stable outlook reflects Moody's expectation for modest earnings growth over the next 12-18 months such that leverage remains below 7.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the probability of default increases, including a distress exchange. Deterioration in earnings or liquidity, including weaker than expected free cash flow, could also lead to a downgrade. The ratings could be upgraded if the company is able to refinance its near-term maturities and Moody's expects sustained: 1) positive free cash flow, 2) Debt/EBITDA below 6.5x, and 3) EBITA/Interest Expense above 1x. The principal methodology used in these ratings was Distribution and Supply Chain Services published in February 2023. JPW Industries Holding Corporation, headquartered in La Vergne, TN, is a designer, developer, marketer and value-added two-step distributor of branded specialty shop tools and equipment for a broad range of applications and end markets. K3B ENTERPRISES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: K3B Enterprises LLC 16200 Ventura Blvd., Suite 301 Encino, CA 91436 Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10966 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: Matthew D. Resnik, Esq. RHM LAW, LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kaysan Ghasseminejad as managing member. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FP6GSQY/K3B_Enterprises_LLC__cacbke-23-10966__0001.0.pdf?mcid=tGE4TAMA LIFESIZE INC: Gets Court OK to Sell Majority of Assets to Enghouse ------------------------------------------------------------------ Evan Ochsner of Bloomberg Law reports that Enghouse Interactive Inc. secured bankruptcy court approval to purchase nearly all of Lifesize's assets for $21 million after the video conferencing company failed to drum up additional bids. Canadian telecommunications company Enghouse made the $21 million bid in May to buy Lifesize Inc., which owned a struggling video conference product called VCaaS. The sale, approved by Judge David Jones of the US Bankruptcy Court for the Southern District of Texas on Friday, July 7, 2023, is a major step toward resolving Lifesize's bankruptcy. Lifesize didn’t receive any other qualified bids, it said in a filing. About Lifesize Inc. Lifesize, Inc., is a cloud communications company in Laredo, Texas, which offers contact center and video meeting solutions for businesses. Lifesize and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-50038) on May 16, 2023. At the time of the filing, Lifesize reported $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel and FTI Consulting, Inc. as financial advisor. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. MAGENTA BUYER: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has downgraded Magenta Buyer LLC's (dba Trellix and Skyhigh Security and fka McAfee Enterprise) Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. Fitch has also downgraded the first-lien term loan and revolver to 'B+'/'RR2' from 'BB-'/'RR2'. Fitch has downgraded the second-lien term loan to 'CCC'/'RR6' from 'CCC+'/'RR6'. The Rating Outlook is Stable. The downgrade reflects Magenta Buyer's declining performance and competitive position despite growth by its peers. Fitch expects the company's revenues to fall in 2023 and EBITDA margins to weaken. The downgrade also reflects the potential for negative FCF in 2023 and 2024 due to weaker EBITDA generation and higher interest expenses. Magenta Buyer's 'B-' IDR is supported by its strong brand and recurring sales, although recurring sales have also declined. The IDR also reflects the fragmented state of the cyber security market with several competing brands and products. As a private equity owned entity, Magenta Buyer's financial leverage is likely to remain elevated as shareholders prioritize ROE maximization, thereby limiting debt reduction. KEY RATING DRIVERS Lower Expectations for 2023: Management has revised downward its guidance for revenues and EBITDA for 2023. Fitch expects revenues will fall in the high single digits versus 2022. With higher operating expenses, Fitch now forecasts EBITDA margins in the low 30s. Weak 1Q23 results were partially caused by a 13-week quarter versus a 14-week quarter as well as foreign currency headwinds, but that only accounted for a portion of the decline. Other factors include revenue declines across the product lines including recurring revenue declines, higher costs of revenues and higher operating expenses. Management anticipates better results later in the year than from the weak first quarter. Negative FCF: With lower EBITDA and higher interest expense, Fitch expects negative FCF in 2023 and 2024. The company attributes the negative FCF in 2023 to one-time items such as coming off of a transition service agreement and other items. The 1Q23 cash flow statement also reflects a decline of $156 million in deferred revenues. Sufficient Near-Term Liquidity: Despite the company's negative FCF, Magenta Buyer should have sufficient liquidity in the near term. As of March 31, 2023, it had $148 million of cash and $121 million available on the revolver due in 2026. Interest coverage is expected to remain over 1.0x over the forecast horizon and in the range of 1.2x to 1.6x. Higher interest rates are expected to negatively impact the coverage ratio this year and next year as well. Elevated Leverage: Leverage at the end of 2022 was 6.2x, which also reflects $415 million of debt raised in December 2022 that was largely used to pay a dividend to the sponsors. Fitch does not anticipate any debt reductions beyond the mandatory amortization payments and projects that leverage will remain over 7.0x over the forecast horizon. Fitch expects limited deleveraging as Magenta's private equity ownership would likely prioritize ROE maximization over debt prepayment. As the company optimizes efficiencies, EBITDA and margin have the potential to improve over time. Magenta Buyer's ability to execute its cost optimization plan will drive how much margins can improve. Ongoing Restructuring: The company has significantly restructured since its inception. Initially, McAfee Enterprise was carved out of McAfee Corp., and it became a standalone entity focused on providing cyber-security products to enterprises. A consortium led by Symphony Technology Group (STG) acquired McAfee Enterprise from McAfee Corp. for $4 billion dollars in July 2021. Then in October 2021, STG combined McAfee Enterprises with FireEye Products, which was purchased for $1.2 billion. In January 2022, the sponsors reorganized and rebranded the entity, and the XDR segment was branded Trellix and the Data-Aware Cloud Security segment was branded Skyhigh Security. These are now two sister companies, each with its own top management. There was significant restructuring during 2022 and in 1Q23 as well. Management believes the majority of the restructuring is done and that there should only be a limited amount during the rest of 2023. Execution Risk in Operational Improvements: A substantial portion of projected profitability growth for Magenta Buyer depends on successful execution of planned operating efficiency improvements. While Fitch views this plan as realistic, execution risk does exist. Delay or failure in executing the plan would adversely affect the company's projected profitability and credit protection metrics. Recurring Revenues: While revenues in 1Q23 were down, recurring revenues continue to make up the majority of revenues, and its recurring revenues are also declining. In 1Q23, recurring revenues were 79% of total revenues versus 77% in the prior year period. Recurring revenues consisted of subscription sales as well as support revenues for customers with perpetual software licenses. Secular Cybersecurity Tailwinds: There are notable industry tailwinds over the intermediate term within the core segments for Magenta Buyer's solutions. The Endpoint Security market demand is expected to grow through increased sophistication, frequency, and overall cost of attacks as well as the proliferation of work from home policies which fuel growth in the number of endpoints. The Unified Cloud Edge market demand tailwinds include application consumption shifting from on-premise to SaaS-based (Software as a Service) applications and workloads increasingly operating outside of traditional corporate network perimeters. IT Security Threats Increasingly Complex: IT security threats have evolved from PC-centric to mobile devices, networks and user identities. The evolving threats enable a continuous stream of niche solutions to develop, addressing threats beyond the traditional PC-centric security to protect users, data and networks at various levels of the internet. While some of these solutions were developed by legacy cybersecurity providers, many were created by suppliers with narrow expertise. Magenta Buyer is a cybersecurity provider with a wide variety of offerings to address today's threat vectors. DERIVATION SUMMARY Magenta Buyer's 'B-' rating is supported by its position as a leading enterprise cybersecurity solution provider. It also reflects its high leverage which is expected to remain elevated over Fitch's forecast horizon. The company's leverage and EBITDA margins are in line with other similarly rated issuers in Fitch's software universe. The company has high financial leverage and negative FCF over the next few quarters. Near term liquidity appears sufficient. Its revenue scale, leverage and liquidity are consistent with the 'B-' rating. Like other private equity owned issuers, Fitch believes that the company's focus is ultimately ROE rather than debt reduction. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- Revenues fall high single digits in 2023 followed by flat revenues in 2024 and very low single digits in the next two years; -- EBITDA margins are in the low 30's; -- Low capex of approximately 3.5% of revenues; -- No assumptions are made for dividends or acquisitions; -- Fitch assumes that Magenta Buyer can refinance the revolver in 2025 before it becomes current (the revolver extends until July 2026). KEY RECOVERY RATING ASSUMPTIONS The Recovery analysis assumes that Magenta Buyer would be reorganized as a going concern in bankruptcy rather than liquidated. A 10% administrative claim is assumed as well as a 2% concession payment from the first-lien lenders to the second-lien lenders. Going-Concern (GC) Approach: The assumption is that Magenta Buyer's actioned optimization plans and integration strategies have challenges and some customers do not renew contracts. Following emergence from bankruptcy, Fitch assumes the GC EBITDA is $500 million. An enterprise value (EV) multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of this multiple considered the following factors: The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc. They received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Magenta Buyer's mission critical nature of the product and brand recognition supports the 6.5x recovery multiple. Offsets to the multiple include the recent revenue declines compared to other software companies rated by Fitch. Fitch arrives at an EV of $3.25 billion on a going-concern basis. After applying the 10% administrative claim, adjusted EV of approximately $2.9 billion is available for claims by creditors. Fitch assumes a full draw on the $125 million revolver. Fitch estimates strong recovery prospects for the first lien term loan and revolver and rates them 'B+'/'RR2', or two notches above Magenta Buyer's 'B-' IDR. The second lien term loan is rated 'CCC'/'RR6'. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of EBITDA leverage at or below 7.0x on a sustained basis; -- (Cash from operations-capex)/debt at or above 3.0% on a sustained basis; -- EBITDA interest coverage above 1.5x on a sustained basis; -- Organic growth for revenues in the mid-single digits on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: --Reduced liquidity; -- (Cash from operations-capex)/debt at or below 0% on a sustained basis; -- EBITDA interest coverage below 1.2x on a sustained basis; -- Inability to successfully action the significant cost savings plan that drives improved operating efficiencies; -- Deterioration in operating metrics, including sustained sales declines and/or customer churn. LIQUIDITY AND DEBT STRUCTURE Near-Term Liquidity Sufficient: In the near term, Magenta Buyer appears to have sufficient liquidity. As of March 31, 2023, the company had $148 million of cash on the balance sheet and $121 million of availability on the revolver after accounting for $4 million of letters of credit. There are no near-term maturities and the revolver extends until July 2026. In 2028, just under $3.3 billion of the first-lien term loan is due. In 2029, there is $750 million of a second-lien term loan due. ISSUER PROFILE Magenta Buyer provides cybersecurity software and derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. The company offers solutions through Trellix and Skyhigh Security. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MARIETTA AREA HEALTH CARE: Fitch Alters Rating Outlook to Negative ------------------------------------------------------------------ Fitch Ratings has affirmed at 'B+' the rating on the revenue bond on debt issued by Southeastern Ohio Port Authority on behalf of Marietta Area Health Care Inc. (dba Memorial Health System; MHS). Fitch has also affirmed MHS's Issuer Default Rating (IDR) at 'B+'. The Rating Outlook has been revised to Negative from Stable. The affirmation of the IDR at 'B+' reflects MHS's weak net leverage profile through Fitch's forward-looking scenario analysis given stated growth and spending objectives amidst operating pressures, including but not limited to, staffing challenges and inflationary expense growth. Operating performance had stabilized at an average 7.5% operating EBITDA prior to 2022, however the loss of provider relief funding and continued expense growth strained operating EBITDA to 6.1% for fiscal YE 2022 and has continued into 2023 with 2Q23 operating EBITDA at just 3.9%. Fitch expects operating performance remain consistent with the midrange operating risk assessment (with operating EBITDA margins around 6.5%), albeit it at softer levels, as stimulus funds have been exhausted and operating cost pressures remain. Management is continuing to focus on growth and improving access to fuel volume, top line revenue gains and margin improvement. As such, capex is expected to continue at higher levels over the near term. As a result, MHS's balance sheet remains very constrained, and Fitch expects financial profile metrics will continue to be weak given MHS's growth objectives. There are execution risks related to the MHS's growth strategy. Fitch believes that MHS's successful execution on strategic growth initiatives may be hampered by continued operating pressure, and cash flows could be pressured below levels consistent with a midrange operating risk assessment which could prolong stabilization of the financial profile and liquidity metrics, reflecting the Negative Outlook. Should MHS continue to successfully execute on strategic growth initiatives and, and cash flows return to levels consistent with the midrange operating risk assessment, the financial profile and liquidity metrics will begin to stabilize, and the Outlook could return to Stable. Meaningful balance sheet growth and improved financial flexibility is likely beyond Fitch's five year forward look. SECURITY The bonds are secured by general revenues of the obligated group, a mortgage on certain system facilities and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Marginally Leading Market Position MHS has a stable 40% primary service area market share that has been supported by recent strategic initiatives and a large, predominantly employed medical staff. Softer inpatient volumes are somewhat offset by increasing outpatient visits and generally increasing surgical procedures. Competition stems primarily from West Virginia University Camden Clark located about 15 miles to the south. MHS introduced cardiac surgery in July 2020 and continues to build that program and benefit from ancillary procedures. Competition for cardiac surgery is also from Camden Clark. Continued focus on expanding access, including the acquisition of a critical access hospital, Sistersville General Hospital in West Virginia, and growth in strategic locations should support the leading market position and moderate revenue growth. The service area is characterized by weaker demographics compared to state and national averages and declining population trends. Medicaid and self-pay of totaled 20% of gross revenues in fiscal 2022 and Fitch expects the service area will continue to support a stable payor mix. Operating Risk - 'bbb' Softer Operations to Reflect Cost Pressures MHS's operating performance has been consistent with the midrange assessment with operating EBITDA margins averaging about 7.5% from 2019 to 2021, with the benefit of provider relief funding totaling about $65 million from 2020 through the first six months of 2021. There is no expectation of further relief funding. Following the exhaustion of relief funding, staffing challenges and inflationary pressures resulted in softening of the operating EBITDA margin to 6.1% in fiscal 2022. Though 2Q23 operating margins show continued pressure at 3.9%. Fitch expects operating EBITDA margins to stabilize around 6.5%, softer but still consistent with the midrange operating risk assessment. MHS continues to focus on cost structure and margin improvement initiatives and physician productivity and standards. Capital spending plans are high, consistent with the current growth strategy, with stated capex to average about 140% of annual depreciation expense over the next five years, which is captured in Fitch's five-year forward-looking scenario. Part of the capital plan is the construction of a new hospital in Athens, OH. The new facility will cost approximately $100 million and will be funded with bond proceeds. The emergency room is planned to open in the summer of 2024 and full completion and operation is slated for fiscal 2024. Given stated plans, flexibility to defer or delay capex is somewhat limited. The average age of plant is elevated at about 16 years. Financial Profile - 'b' Financial Flexibility Remains Weak. As of FYE 2022, MHS had about $420 million of adjusted debt, including long-term debt, a line of credit, about $4 million in unfunded pension liability (capped at 80% funding) and new operating lease accounting treatment. Unrestricted cash and investments were about $89 million at FYE 2022. The resulting cash to adjusted debt of 28% demonstrates very constrained financial flexibility. MHS has refunded all its series 2012 bonds and issued approximately $102 million of new money debt with a 2022 bond issuance, not rated by Fitch. MHS's financial profile is assessed as weak and reflects the constrained liquidity position and high leverage. Improved operating cash flow will help to fund expansion but may be insufficient to fund stated growth plans without further eroding the balance sheet. MHS has made favorable progress in reducing the pension liability in recent years. Through Fitch's base case scenario over the next five years given Fitch's expectations of MHS's operating performance and capital spending, Fitch expects that MHS will see some improvement in liquidity, particularly given that unrestricted cash and investment balances improved as of the second quarter ended March 31, 2023. Fitch's base cash shows cash to adjusted debt just over 30% through the base case. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Continued weakening of the balance sheet due to an erosion of liquidity and/or financial profile metrics; -- Failure to consistently maintain margins at or above 6% while executing the aggressive growth strategy; -- Volume weakness or a trend of decreasing market share. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- MHS successfully demonstrates sustained operating improvement with operating EBITDA margins exceeding 8%; -- Successful execution of the MHS's growth strategy while maintaining midrange operating EBITDA margins and strengthening of the balance sheet through cash flow. PROFILE CREDIT PROFILE MHS operates the 199-bed Marietta Memorial Hospital (MMH) and a 25-bed critical access hospital, Selby General Hospital (SGH), both located in Marietta, OH, and the recently acquired Sisterville General Hospital, a critical access hospital, as well as nine outpatient care centers, 26 medical staff offices, and clinical care delivery locations in southeast Ohio. The system delivers services primarily in Washington County (OH) and Wood County (WV). The obligated group includes employed physicians and the foundation and accounted for substantially all of total revenues and assets of the system. Operating revenues totaled approximately $580 million in fiscal 2022. MAXA TECHONOLGIES: Seeks Court Approval of $36.5-Million Settlement ------------------------------------------------------------------- A hearing will be held on Dec. 7, 2023, at 1:30 p.m. before the Hon. Sunil R. Kulkarni at the Superior Court of California, County of Santa Clara, Department 1, 191 North First Street, San Jose, California 95113, to determined whether: a) the proposed settlement in the stipulation of settlement for $36,500,000 in cash should be approved by the Court as fair, reasonable and adequate; b) the judgment as provided under the stipulation be entered; c) to award class counsel attorney's fees and expenses out of the settlement fund, and, if so, in what amount; d) to pay class representative out of the settlement fund for representing the class and, if so, in what amount; and e) the plan of allocation should be approved by the Court as fair, reasonable and adequate. The action is a securities class action brought on behalf of those person who acquired Maxar Technolgies Inc. common stock pursuant to the registration statement and prospectus issued in connection with Maxar's October 2017 merger with and acquisition of DigitalGlobe, against Maxar and certain of its officers and directors for, among other things, allegedly misstating and omitting materials facts from the registration statement and prospectus filed in connection with the merger. Plaintiff alleges that these purportedly false and misleading statements resulted in damage to class members. Defendants deny all plaintiff's allegation and deny that there was any violation of the securities laws. To share in the distribution of the settlement fund, you must establish your rights by submitting a proof of claim and release form by email (postmarked no later than Sept. 27, 2023) or electronically (no later than Sept. 27, 2023). Your failure to timely submit you proof of claim will subject your claim to rejection and preclude you receiving any of the recovery in connection with the settlement of this action. If you are a member of the class and don not request exclusion therefrom, you will be bound by the settlement and any judgment and release entered in the action, whether or not you submit a proof of claim. If you have not received a copy of the notice, which more completely describes the settlement and your rights thereunder and a proof of claim, you may obtain these documents, as well as a copy of the stipulation and other settlement documents, online at https://www.MaxarSecuritiesSettlement.com, or by writing to: Maxas Securities Settlement c/o A.B. Data Ltd. PO Box 173131 Milwaukee, WI 53217 Inquiries should not be directed to defendants, the court, or the clerk of the court. Inquiries, other than request for the notice or proof of claim, may be made to class counsel: Adam E. Polk Girard Sharp LLP 601 California Street, Suite 1400 San Francisco, CA 94108 Tel: (415) 981-4800 Fax: (415) 981-4846 David W. Hall Hedin Hall LLP Four Embarcadero Center, Suite 1400 San Francisco, CA 94104 Tel: (415) 766-3534 Fax: (415) 402-0058 If you wish to be excluded from the class, you must submit a request for exclusion such that it is postmarked by Aug. 28, 2023, in the manner and form explained in the notice. All members of the class who have not requested exclusion from the class will be bound by the settlement, even if they do not submit a timely proof of claim. If you are a class member, you have the right to object to the settlement, the plan of allocation, the request by class counsel for an award of attorney's fees of up to 35% of the settlement fund (or $12,775,000) and expenses not to exceed $600,000 and for payment to the class representative not to exceed $10,000 for representing the class. Any written objections must be filed with the Court and sent to class counsel and defendants' counsel by Aug. 28, 2023, in the manner and form explained in the notice. You may also make an oral objection ant the settlement fairness hearing without submitting a written objection. Headquartered in Westminster, Colorado, Maxar Technologies Inc. (NYSE: MAXR) provides earth imagery, geospatial data and analytics, satellites, and satellite systems to government and commercial customers globally. MELRAYS INC: Scott Rever Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Scott Rever, Esq., at Genova Burns, LLC as Subchapter V trustee for Melrays, Inc. Mr. Rever 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. Rever declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Scott S. Rever, Esq. Genova Burns LLC 110 Allen Rd., Suite 304, Basking Ridge, NJ 07920 Phone: (973) 387-7801 Email: SRever@genovaburns.com About Melrays Inc. Melrays, Inc. filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-15511) on June 27, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Michael V. Filippone, Jr., sole member, signed the petition. Mercedes Diego, Esq., at Cohn Lifland Pearlman Herrmann & Knopp, LLP is the Debtor's counsel. MEP INFRASTRUCTURE: William Avellone Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Region 11 appointed William Avellone of Chartered Management as Subchapter V trustee for MEP Infrastructure Solutions, Inc. Mr. Avellone will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Avellone declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William B. Avellone 10 South Riverside Plaza, Suite 875 Chicago, IL 60606 Tel. (312) 273-4004 Email: bill.avellone@charteredmgt.com About MEP Infrastructure MEP Infrastructure Solutions, Inc. is a Chicago-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08505) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Santos A. Torres, president, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bauch, Esq., at Bauch & Michaels, LLC is the Debtor's counsel. MIAMI-DADE COUNTY IDA: Moody's Rates 2023 Revenue Bonds 'Ba2' ------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to the Miami-Dade County Industrial Development Authority, FL's Educational Facilities Revenue Bonds (Miami Community Charter Schools, Inc. Project), Series 2023 ($19.8million). At the same time Moody's affirm the Ba2 rating on the school's outstanding facilities revenue bonds. Post issuance the school will have about $27 million in direct debt. The outlook was revised to negative from stable. RATINGS RATIONALE The outlook revision to negative incorporates challenges due to its recently updated and increased capital plan that results in a weak proforma maximum annual debt service coverage and elevated proforma leverage. Likewise, the outlook reflects variable demand in its waitlist and somewhat weakened operating performance compared to prior years. The Ba2 rating assignment incorporates Miami Community Charter School's (MCCS) modest liquidity which has weakened over the past year and its narrow, but consistently positive operating performance. Positively, it successfully received its charter renewal for two out of its three charters and received ten year renewals (2033) for each with the third expected to renew in 2024 for a similar term. The school has an established K-12 curriculum and student-body size which remains fully enrolled at over 1,100 students. Likewise, it has very strong retention and holds unique position in the community with a mission focusing on serving migrant farmworker families and surrounding neighborhoods. The school is benefitting from its location in southwest Miami-Dade County which is experiencing increased population growth. RATING OUTLOOK The negative outlook reflects the significantly increased new money issuance leading to proforma increases in leverage and weakened fiscal 2022 proforma MADS coverage of below 1x which will require the school to achieve modest enrollment growth over the next several years. Likewise, the outlook recognizes the school is in the final stages of finalizing its construction contracts for its new facility and that further delays and cost overruns puts additional pressure on the ability of the school to achieve it projected enrollment and operating position. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Improved operating margins which result in stronger liquidity - Debt service coverage which exceeds projections - A trend of declining leverage reflecting the school growing into its debt burden - Exceeding enrollment projections and improve academic outcomes FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Inability to complete construction on time and budget - Deterioration of academic performance or enrollment or waitlist declines - Operating results that do not materially meet proforma expectations - Debt service coverage levels and liquidity which do not meet proforma expectations LEGAL SECURITY The series 2023 bonds are on parity with the series 2022 bonds. The borrower is Miami Community Charter Schools, Inc. The borrower is a 501c3 corporation with a five member board which provides oversight for overall operations under the 3 charters for the elementary, middle, and high school. The schools report under a single audit using FASB accounting standards. Bonds are secured by a pledge of the schools Gross Revenues transferred to the Trustee on a monthly basis. The Gross Revenues are defined as all revenues, income, cash receipts including any charges and funds received pursuant to the charter agreements with the schools. The bonds are further secured by a mortgage on the property and facilities. The bond covenants are typical and include a 1.1x debt service coverage ratio. If the ratio is less than 1.1x and days cash is at least 60 it does not constitute a default. The days cash covenant is 45 days, below covenant the school is required to hire an independent management consultant, below covenant results do not result in a default if consultant recommendations are followed. Additional covenants include an additional bonds test which requires a historical coverage ratio for the prior 12 months of at least 1.2x debt Service plus lease payments and a projected coverage ratio that requires 1.2x future debt service and lease payments. The debt service reserve fund is at least 10% of principal amount of bonds, 125% of annual debt service, or 100% of MADS. The debt service reserve is standard and is the lesser of MADS, 125% of average annual principal and interest or 10% of outstanding bonds. USE OF PROCEEDS Proceeds of the 2023 bonds will be used to finance the construction of a new middle and high school facilities and repurpose the existing middle and high school facilities for use as the elementary school which currently operates in a leased facility. PROFILE Located in Florida City, southwest Miami- Dade County and gateway to the Florida Keys, Miami Community Charter School (MCCS) currently operates a two campus facility enrolling students in elementary, middle and high school. MCCS began operation in 2004 with an aim of providing education to the children of migrant farmworkers who live in the Everglade Migrant Camp and surrounding neighborhoods. The Middle and high school are co-located on an MCSS owned campus. Its elementary school is operated out of a leased facility a short distance away. Upon completion of the project the school will let the lease expire. The lease is an annual lease, with management indicating it is adjustable to meet their planned new facility opening schedule. As of academic year 2023 the school serves 1,128 students in grades K-12. MCCS is authorized by the Miami- Dade County Public Schools with three charter agreements one each for Elementary, Middle and High School, the Elementary and Middle school charters expire in 2033, the high school charter, management expects, to renew next year for a 10 year period expiring in 2034. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. MONITRONICS INT'L: Davis Polk Advised Lenders in Chapter 11 ----------------------------------------------------------- Davis Polk advised an ad hoc group of lenders in connection with the partially prepackaged chapter 11 restructuring and recapitalization of Monitronics International, Inc. (together with its subsidiaries, "Monitronics"). The ad hoc lender group negotiated the terms of the restructuring, which reduced the company's leverage by approximately $500 million, and entered into a restructuring support agreement with the company and certain of its key shareholders on April 18, 2023. Monitronics commenced solicitation of votes on the plan on May 9, 2023 and filed its chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas on May 15, 2023. In connection with the restructuring, Monitronics's prepetition first-out credit facilities were paid in full with the proceeds of a debtor-in-possession financing facility backstopped by the ad hoc lender group and holders of the company's prepetition second-out credit facility received a combination of new equity, debt and rights to participate in a new term loan facility financing and equity rights offering under the plan. The restructuring and plan of reorganization received nearly unanimous support. Of those who voted on the plan, 100% of Montronics's prepetition lenders and holders of approximately 99.9% of its prepetition equity interests voted in favor of the plan. Monitronics received confirmation of its plan following an uncontested hearing on June 26, 2023 and it emerged from chapter 11 on June 30, 2023. The debt and equity rights offerings were fully subscribed and the ad hoc lender group emerged with a controlling stake in the equity. Monitronics is one of the largest home security and alarm monitoring companies in North America. Headquartered in the Dallas-Fort Worth area, Monitronics provides platinum-grade protection to over 800,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has one of the nation's largest networks of independent authorized dealers and agents, providing products and support to customers in the United States and Puerto Rico, as well as professionally installed products. The Davis Polk restructuring team included partners Brian M. Resnick and David Schiff and associates Stephanie Massman, Jinhe Hu and Paavani Garg. The finance team included partner Kenneth J. Steinberg and associate Roxanne Walton. The capital markets team included partner Emily Roberts and associate Sarah Catherine Chouinard. The tax team included partner Patrick E. Sigmon and associate Liang Zhang. The mergers and acquisitions team included partner Lee Hochbaum and associate Alex S. Burger. Members of the Davis Polk team are based in the New York, Northern California and London offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Monitronics International Monitronics International, Inc. provides residential and commercial customers with monitored home and business security systems, as well as interactive and home automation services. Monitronics International and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90332) on May 15, 2023. In the petitions signed by its chief executive officer, William E. Niles, Monitronics International disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Hunton Andrews Kurth, LLP and Latham & Watkins, LLP as legal counsels; Alvarez & Marsal North America, LLC as financial advisor; PJT Partners, LP as investment banker; and KPMG, LLP as tax consultant. Kroll Restructuring Administration, LLC is the claims, noticing, and solicitation agent. MUSCLEPHARM CORPORATION: Seeks to Hire Hilco as Investment Banker ----------------------------------------------------------------- MusclePharm Corporation seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Hilco Corporate Finance, LLC. The Debtor requires an investment banker to assist in conducting a sale or another strategic transaction. These services include: b. Identifying and recommending to the Debtor potential buyers and capital sources in connection with a transaction. c. With the Debtor's assistance, creating written materials to be used in presenting the transaction opportunity to prospective buyers and capital sources. Prior to distribution of these materials, the Debtor will review, comment on, and provide written approval for their use in connection with a transaction. d. Soliciting and reviewing proposals as well as making recommendations and advising the Debtor in negotiating proposals concerning a transaction. e. Assisting the Debtor in responding to the due diligence review of potential buyers, including by managing a Virtual Data Room (VDR), and assisting the Debtor in organizing, populating, and maintaining the VDR. f. Assisting the Debtor and its other professional advisors in recommending and negotiating bidding procedures, a sale timeline, and auction guidelines. g. Assisting the Debtor in soliciting and evaluating acquisition proposals, including during an auction held pursuant to the bidding procedures. h. Assisting the Debtor and its other professional advisors in negotiating definitive documentation concerning a transaction and otherwise assisting in the process of closing a transaction. i. As necessary, providing testimony and other litigation support services to assist the Debtor in obtaining court approval of the bidding procedures, motion to approve a sale, and other matters related to the sale process and transaction. The firm will be compensated as follows: a. Work Fee. An upfront work fee of $50,000 for initial services provided in connection with the engagement, which shall be fully earned upon payment and non-refundable; b. Transaction Fee. A fee upon the closing date with respect to, and as a condition to the closing of, any transaction or series of related transactions that constitute a sale or disposition to one or more third parties of (i) all or a material portion of the equity securities or membership interests of the Debtor or any interest held by the Debtor; or (ii) any significant portion of the assets (including the assignment of any material contracts) or operations of the Debtor, joint venture, partnerships or other entity formed by the Debtor, including any sale pursuant to Section 363 of the Bankruptcy Code and a plan that either incorporates a sale of the Debtor's assets or equity interests in the Debtor or that is a "new money" plan, which transaction fee shall be paid directly out of the gross proceeds of the transaction (or in the case of a credit bid without a cash component, other than assumption of liabilities, Hilco will be entitled to an allowed administrative claim against the Debtor's estate), in an amount equal to: i. 2 percent of the transaction value up to $12,000,000; ii. 3.5 percent of the transaction value if it is between $12,000,001 and $15,000,000; iii. 4 percent of the transaction value if it is between $15,000,001 and $20,000,000; or iv. 5 percent of the transaction value if it is greater than $20,000,001. c. Reimbursement of up to $10,000 in expenses. As disclosed in court filings, Hilco is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Teri Stratton Hilco Corporate Finance, LLC 401 N. Michigan, Suite 1630 Chicago, IL 60611 Email: tstratton@hilcoglobal.com About Musclepharm Corporation Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. It offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022. In the petition filed by its chief executive officer, Ryan Drexler, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Natalie M. Cox is the case judge. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel; Foley & Lardner, LLP as special securities counsel; Hilco Corporate Finance, LLC as investment banker; and Portage Point Partners, LLC as restructuring advisor. Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. Pachulski Stang Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's bankruptcy counsel and Nevada counsel, respectively. MW HEALTHCARE: Fitch Lowers IDR to 'B', Outlook Negative -------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating (IDR) of MW Healthcare, Inc. (Mary Wade or MW) and the rating on approximately $46 million in revenue bonds issued by State of Connecticut Health and Educational Facilities Authority on behalf of MW to 'B' from 'BB'. The Rating Outlook is Negative. SECURITY The bonds are secured by a gross revenue pledge of the obligated group (OG), first mortgage and security interest in all assets of the OG and a debt service reserve fund. ANALYTICAL CONCLUSION The downgrade to 'B' reflects the lack of progress in filling up the new AL expansion project opened in February 2022. At fiscal year-end 2022 (Sept. 30), occupancy in the new assisted living (AL) facility was 20.9% and improved to a still weak 40.5% as of quarter-end March 31, 2023. Per the feasibility study, the project was expected to have reached stabilization of 92% by May of 2022. This contributed to operating losses in FY22 with the first six months of FY23 operationally weaker across the organization. Further pressure has come from a drop in unrestricted liquidity to $20.5 million at the end of FY22 from $26.5 million at YE 2021, due to operating losses, as well as investment performance, resulting in balance sheet weakening, which is expected to continue. The Negative Outlook reflects Fitch's belief that AL census will not meaningfully improve over the Outlook period. Further rating pressure is likely as operating losses persist and the use of endowment funds are used to pay debt service and cover operating shortfalls. Mary Wade is expected to violate its rate covenant, with MADS coverage expected to be below 1.0x at September 2023. Per bonds documents, MW is allowed to include transfers from affiliates as revenue. Given the operating losses, MW plans to receive transfers from the endowment, which is sitting at the parent, and will use these transfers to help cover debt service. Because liquidity is expected to remain above 75 days cash on hand, this will not result in an Event of Default, but will require a consultant call-in. KEY RATING DRIVERS Revenue Defensibility: 'b' Weak Demand; Very Limited Pricing Flexibility At the end of fiscal 2022, MW's AL occupancy was 20.9% across the newly constructed 64 units that opened in February of 2022, its memory care was 87.1% occupied across the 20 newly constructed units, the 45-bed residential care home units (RCHUs) licensed by the state of Connecticut as an assisted living program was 93.3% occupied, and the 94-bed skilled nursing facility (SNF) was 90% occupied. Occupancy was not meaningfully improved at the six-month interim period (ending March 31, 2023), with average occupancy of 91% in the RCHUs, 89.3% in the SNF, 40.5% in AL and 85.4% in memory care. Given the organization's unit mix, Mary Wade relies heavily on governmental payors, which leaves it susceptible to programmatic modifications or reimbursement changes, and severely limits the organization's pricing flexibility. According to management and per initial feasibility studies, stabilization of the AL expansion project occurs at an occupancy of 92%. The building was initially expected to reach this level by May 2022, which was delayed three months due to final certification. The slower fill-up was originally attributed to the COVID-19 pandemic. However, Fitch believes that with the opening of two new competing AL facilities within a 10-minute drive of the campus the market has become saturated and further fill-up of MW's units will be difficult to attain. Management has no plans of converting the beds for other uses. The census in MW's SNF is highly reliant on referrals from Yale New Haven Hospital (YNH) as they typically account for over 80% of referrals. It is important to note, that YNH also owns their own SNF, The Grimes Center, located in New Haven about four miles away. Operating Risk: 'b' Operations Pressured by Occupancy and Payor Mix; Elevated Debt Burden MW's operating risk is assessed at 'b', reflecting severely challenged operations and payor mix. Fitch calculated an operating ratio of 116.8% and a -12.3% net operating margin (NOM) in fiscal 2022. As of March 31st, the operating ratio was 119.4% while NOM was -11.6.%. This can be partially attributed to Increased pressure from high labor costs, which now include agency staff coupled with a rising minimum wage in the state. These large operating losses have led to extremely weak capital-related ratios. Revenue-only MADS coverage was -.36x for FY22 compared with .14x in the interims. MADS as a percentage of revenue was 15.59% in FY22, while debt to net available was -45.3x over the same period. MW's resident service revenues are heavily concentrated in its SNF, which accounted for a high 77% of total fiscal 2022 revenues. Additionally, Medicaid comprised a high 62% of net SNF revenues in fiscal 2022. While the RCHUs only accounts for roughly 14% or revenues, due to inflationary pressures, MW is currently losing an average of $50 per bed per day. Fitch views MW's high concentration in SNF and reliance on a governmental payor as an asymmetric risk to MW's operating risk profile and is reflected in the 'b' assessment. Financial Profile: 'b' Stressed Operations Leading to Declining Balance Sheet At YE FY22, MW Healthcare had $20.5 million in cash and cash to adjusted debt of 49.8%. As of the March 31 interims, unrestricted cash had deteriorated to $20.1 million and cash to adjusted debt to 47.0%. Fitch is expecting further balance sheet deterioration as Fitch's base case shows Mary Wade continuing to struggle, operationally underscoring the Negative Outlook. Days cash on hand was 294 as of March and 352 at the end of FY22, which, while neutral to the assessment of MW's financial profile, is sharply down from 652 at the end of FY21. Asymmetric Additional Risk Considerations Apart from the MW's high concentration of SNF and reliance on a governmental payor as discussed in Operating Risk, no asymmetric risk considerations were relevant to the rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An upgrade is unlikely over the Outlook period. Over time, stabilization of the expansion project that leads to improved operations of below 95% operating ratio, greater than 13% NOM, and coverage near 2.0x could give the rating positive momentum. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Prolonged weak census levels or slow recovery of census to historical levels that results in weaker operational performance and/or further deterioration of cash to adjusted debt to 30%. CREDIT PROFILE Mary Wade has a long operating history, which dates back to 1866, when it was founded to provide shelter to homeless and needy young women and children. At the beginning of the 20th century, MW's services shifted to focus more on elderly care. Today, MW's operations primarily consist of a 45-bed residential care home, a 94-bed SNF (with 20 beds dedicated to short-term rehab), and an adult day care center. All three services are provided by The Mary Wade Home (MWH). MWH, along with MW Healthcare, the parent company of MWH and all affiliated entities, and Mary Wade Residence, the company created to operate its new ALU/MCU facility, comprise the OG. Mary Wade's other affiliated entities are all located outside the OG and consist of MWH Holding, Fair Haven Properties, and Mary Wade at Home. Both MWH Holding and Fair Haven Properties were established to acquire and own properties, while Mary Wade at Home was established to provide companion and personal assistance, but has not been operational since 2018. Fitch's analysis is based upon consolidated financial statements. In fiscal 2022 the total operating revenues of MW were $17.5 million. Asymmetric Additional Risk Considerations No asymmetric risk factors were applied in this rating determination. Debt Profile The $46 million in series 2019 bonds remains MW's only outstanding long-term debt. The bonds are fixed-rate, have a MADS of approximately $2.9 million, and a final maturity of 2054. MW has no exposure to derivative instruments, a pension liability, or a future service obligation. 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. OKAYSOU CORP: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Okaysou Corporation. The committee members are: (1) Arovast Cortporation Attention: R. Joseph Trojan, Counsel 9250 Wilshire Blvd., Suite 325 Beverly Hills, CA 90212 Phone: (310) 777-8399 Email: trojan@trojanlawoffices.com (2) Etekcity Corporation Attention: R. Joseph Trojan, Counsel 9250 Wilshire Blvd., Suite 325 Beverly Hills, CA 90212 Phone: (310) 777-8399 Email: trojan@trojanlawoffices.com (3) Cansail Fulfillment Attention: Gang Guo, CEO 13828 Mountain Avenue Chino, CA 91710 Phone: 909-258-0881 Email: gguo@cansail-fulfill.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Okaysou Corporation Okaysou Corporation is engaged in e-commerce sale of air purifiers and accessories. Most of Okaysou's sales are through Amazon.com and its websites that are managed though Shopify.com. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11535) on April 17, 2023. In the petition signed by Chief Executive Officer Hao Ma, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Vahe Khojayan, Esq., at YK Law, LLP, represents the Debtor as legal counsel. PAI HOLDCO: S&P Alters Outlook to Negative, Affirms 'B-' ICR ------------------------------------------------------------ S&P Global Ratings revised our outlook to negative from stable and affirmed our 'B-' issuer credit rating on Aftermarket auto parts distributor PAI Holdco Inc. (Parts Authority). The negative outlook reflects the risk that cash flow and liquidity will not improve sufficiently enough to support the company's highly leveraged capital structure. The negative outlook reflects weaker than expected free operating cash flow (FOCF) as Parts Authority contends with inflationary cost pressures while expanding its distribution capabilities. S&P said, "We expect operating results this year will be challenged by persistent cost pressures constraining FOCF generation. Higher product costs, wage rates, and operating expenses compressed adjusted EBITDA margin nearly 100 basis points (bps) in the first quarter of fiscal 2023 versus the same period a year ago. Although we anticipate Parts Authority's sales will continue to benefit from favorable industry demand trends and increase in the high-single digit percent area this year, we project adjusted EBITDA remaining roughly flat to 2022 levels due to margin pressure. The company's labor and network optimization efforts should somewhat ease the pressure but will take time to fully realize. We now expect S&P Global Ratings-adjusted leverage will remain in the mid-8x area in 2023 before improving to about 7x in 2024." S&P said, "The rating affirmation reflects our base-case forecast, which projects positive FOCF in 2023. Parts Authority endured a nearly $70 million cash flow deficit in 2022 in part because of significant capital investments into the construction and opening of its new Northeastern U.S. distribution center. We expect capital expenditure will fall about 35% this year and initiatives to save labor costs will improve selling, general, and administrative cost efficiency. We forecast FOCF will be positive in 2023 and should accelerate in 2024 as the company processes increasing order volumes through its new distribution center, driving scale benefits and greater working capital efficiency." Liquidity remains adequate, supported by interest rate hedges on a substantial portion of its debt and recently upsized asset-based lending (ABL) facility. Parts Authority carries a wide depth and breadth of automotive parts to provide just-in-time delivery for customers. As a result, the business is working-capital intensive, which requires the company to rely on its ABL to fund operations. The company has been increasing its borrowings under its ABL and recently expanded the ABL facility by $50 million for a total borrowing limit of $350 million. S&P projects interest coverage of 1.9x in 2023 and 2.5x in 2024. Approximately 77% of the company's floating rate term loan debt is hedged via interest rate swap agreements through April 2025. The ABL is the company's primary source of liquidity and is unhedged, with higher rates constraining cash flow. S&P said, "We expect the company will focus on operational improvements over the near term. Acquisitions have been a core part of its growth strategy. Parts Authority has completed over 50 acquisitions since 2007, and we anticipate it will continue to look to growth through consolidation given the industry remains highly fragmented. Ongoing acquisition and integration expenses have slowed earnings, cash flow, and liquidity. Given high leverage, focus on operational improvements, and current market conditions, we do not expect any major acquisitions this year. This year we expect the company to focus on executing on its labor and network optimization initiatives. While not our base-case, the company could utilize the incremental borrowing availability from its recent ABL upsizing to fund smaller tuck-in purchases. "We expect good revenue growth will continue given solid industry fundamentals within the automotive aftermarket. We continue to believe the aftermarket auto parts industry is relatively insulated from economic cycles that affect consumer spending because mobility trends tend to remain resilient during a downturn. Parts Authority's merchandise primarily consists of nondiscretionary, failure-related auto hard parts. We expect the proportion of older vehicles on the road with greater maintenance needs will continue to increase. However, risk remains that higher than expected unemployment could lower mobility rates, leading to fewer maintenance needs and drag on the company's performance. Additionally, the industry remains highly competitive. We believe large aftermarket retailers will continue to expand their presence in the commercial market and take share from warehouse distributors. "The negative outlook reflects the risk that Parts Authority's operating performance over the next 12 months is weaker than we expect, straining cash flow, tightening liquidity, and keeping leverage elevated. "We could lower our rating on Parts Authority if we believe its capital structure is unsustainable. This could occur if it cannot reduce leverage and generate consistently positive FOCF, possibly because of inflationary pressures or intensifying competition. "We could revise our outlook to stable if operating performance improves, leading to positive FOCF and S&P Global Ratings-adjusted leverage approaching 7x." ESG credit indicators: E-2, S-2, G-3 PALMER DRIVES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Palmer Drives Controls and Systems, Inc. d/b/a Palmer DCS 2810 S Raritan St Englewood, CO 80110 Business Description: The Debtor is a nationally recognized manufacturer of industrial electrical control equipment, including magnetic motors starters and industrial controls panels. Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-13002 Judge: Hon. Thomas B. Mcnamara Debtor's Counsel: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: agarber@wgwc-law.com Total Assets: $3,328,915 Total Liabilities: $3,118,969 The petition was signed by Lynn Weberg as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3N5PHNY/Palmer_Drives_Controls_and_Systems__cobke-23-13002__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/P42XFWI/Palmer_Drives_Controls_and_Systems__cobke-23-13002__0001.0.pdf?mcid=tGE4TAMA POINTE SCHOOLS: S&P Lowers 2015 Revenue Bond LT Rating to 'D' ------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'D' from 'CC' on the Phoenix Industrial Development Authority's education facility revenue bonds, series 2015, issued for Pointe Schools (formerly known as Pointe Educational Services). "The downgrade follows Pointe's missed bond principal payment on July 1, 2023, pursuant to a forbearance agreement between the school and Hamlin Capital Management LLC, the bondholder representative," said S&P Global Ratings credit analyst Peter Murphy. Under our criteria, we consider the nonpayment of principal and/or interest in a timely and full manner as equivalent to default. According to our methodology on timeliness of payments, if a payment is missed on its due date, S&P would assign a rating of 'D'. QUALTEK SERVICES: Paul Weiss, Porter Hedges Advise Term Lenders --------------------------------------------------------------- In connection with the chapter 11 cases commenced by QualTek Services Inc., and its affiliated debtors, the firms Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP filed on June 27, 2023, an amended verified statement pursuant to F.R.B.P. Rule 2019(a) with respect to the firms' representation of the Ad Hoc Group of Term Loan Lenders. The Ad Hoc Group of Term Loan Lenders was formed by certain unaffiliated holders of the Debtors' term loans under (i) the Term Credit and Guaranty Agreement, dated as of July 18, 2018, by and among QualTek LLC, as Borrower, QualTek Buyer, LLC, as Holdings, certain guarantors party thereto, and UMB Bank, N.A. as administrative agent and collateral agent, and (ii) the Super-Priority Senior Secured Debtor-in-Possession Term Credit and Guaranty Agreement dated as of May 25, 2023, by and among QualTek Buyer, LLC, as Holdings, QualTek LLC, as Borrower, certain guarantors party thereto, and UMB Bank, N.A., as administrative agent and collateral agent. In December 2022, the Ad Hoc Group of Term Loan Lenders retained Paul, Weiss to represent it as counsel in connection with the Debtors’ potential restructuring. In May 2023, the Ad Hoc Group of Term Loan Lenders retained Porter Hedges to serve as its co-counsel with respect to such matters. On May 24, 2023, the Ad Hoc Group of Term Loan Lenders filed its initial Verified Statement. Following the filing of the Initial Verified Statement, MJX Asset Management LLC joined the Ad Hoc Group of Term Loan Lenders, effective as of June 6, 2023. In addition, the disclosable economic interests in relation to the Debtors held or managed by certain members of the Ad Hoc Group of Term Loan Lenders have changed. Accordingly, pursuant to Bankruptcy Rule 2019, Counsel submitted an Amended Verified Statement on behalf of the Ad Hoc Group of Term Loan Lenders. As of June 27, 2023, the members hold $82,992,562 of the DIP term loans and $204,822,330 of the prepetition term loans. The names, addresses, and disclosable economic interests of all the members of the Ad Hoc Group of Term Loan Lenders as of June 27, 2023, are as follows: 1. Caspian Capital L.P. 10 East 53rd Street, 35th Floor New York, N.Y. 10022 * $48,181,501.73 of DIP Term Loans * $0 of Priority Term Loans * $47,431,420 of Rollover Term Loans * $65,339,777 of Tranche B Term Loans 2. First Eagle Alternative Credit, LLC 500 Boylston Street, 12th Floor Boston, MA 02116 * $20,310,866 of DIP Term Loans * $19,728,356 of Rollover Term Loans * $28,447,406 of Tranche B Term Loans 3. Mount Logan 2018-1 LP Mount Logan Management LLC as Collateral Manager 650 Madison Avenue, 23rd Floor New York, NY 10022 * $1,400,240.51 of DIP Term Loans * $2,169,408.75 of Rollover Term Loans * $3,128,190 of Tranche B Term Loans 4. Portman Ridge Funding 2018-2 Ltd. 650 Madison Avenue, 23rd Floor New York, NY 10022 * $3,882,049.06 of Rollover Term Loans * $1,493,166.23 of Tranche B Term Loans 5. Great Lakes KCAP F3C Senior LLC 650 Madison Avenue, 23rd Floor New York, NY 10022 * $502,543 of Rollover Term Loans * $4,829,219 of Tranche B Term Loans 6. Portman Ridge Finance Corporation 650 Madison Avenue, 23rd Floor New York, NY 10022 * $3,675,457 of DIP Term Loans 7. Alternative Credit Income Fund 650 Madison Avenue, 23rd Floor New York, NY 10022 * $2,155,040 of DIP Term Loans * $492,176 of Rollover Term Loans * $1,173,807 of Tranche B Term Loans 8. Opportunistic Credit Interval Fund 650 Madison Avenue, 23rd Floor New York, NY 10022 * $271,435 of DIP Term Loans * $231,612 of Rollover Term Loans * $552,380 of Tranche B Term Loans 9. MJX Asset Management LLC 12 E 49th Street, 38th Floor New York, NY 10017 * $6,998,021 of DIP Term Loans * $4,647,552 of Rollover Term Loans * $20,773,269 of Tranche B Term Loans Counsel to the Ad Hoc Group of Term Loan Lenders: John F. Higgins, Esq. M. Shane Johnson, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 228-1331 E-mail: jhiggins@porterhedges.com sjohnson@porterhedges.com - and - Andrew N. Rosenberg, Esq. Elizabeth McColm, Esq. Michael J. Colarossi, Esq. Tyler Zelinger, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: arosenberg@paulweiss.com emccolm@paulweiss.com mcolarossi@paulweiss.com tzelinger@paulweiss.com 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. QUALTEK SERVICES: Taps Jackson Walker as Conflicts Counsel ---------------------------------------------------------- Qualtek Services, Inc. and affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jackson Walker, LLP as conflicts counsel and as co-counsel with Kirkland and Ellis. The firm will render these services: a. provide legal advice and services regarding local rules, practices and procedures, including Fifth Circuit law; b. provide certain services in connection with the administration of the Debtors' Chapter 11 cases, including, without limitation, preparing agendas, hearing notices and witness and exhibit lists, and coordinating with chambers; c. review and comment on proposed drafts of pleadings to be filed with the court; d. at the request of the Debtors, appear in court and at any meeting with the U.S. Trustee and creditors; e. perform all other services assigned by the Debtors to the firm as bankruptcy local and conflicts co-counsel; and f. provide legal advice and services on any matter on which Kirkland and Ellis may have a conflict or as needed based on specialization. The firm will be paid at these rates: Partners $750 to $1,075 per hour Associates $475 to $750 per hour Paraprofessionals $230 to $250 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a payment in the aggregate amount of $82,825.64 for all pre-bankruptcy services and reimbursement of expenses. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Jackson Walker disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: The rates of attorneys at the firm range from $475 to $1,075 an hour while the paraprofessional rates range from $230 to $250 per hour. The firm represented the Debtors during the weeks immediately before the petition date, using the foregoing hourly rates. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firm has not prepared a budget and staffing plan. Matthew Cavenaugh, Esq., a partner at Jackson Walker, 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: Matthew D. Cavenaugh, Esq. Jackson Walker, LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com 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. It 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. It 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. Texas 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. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker, LLP as legal counsels; Jefferies, LLC as investment banker; C Street Advisory Group as strategy and communications advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Cari Turner, managing director at Alvarez & Marsal, is the Debtors' chief restructuring officer. Epiq is the claims agent. RAPID P&P: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- Paul Gatling of TBP reports that Bentonville company, Rapid Prototypes, seeks debt reorganization through Chapter 11 bankruptcy. Bentonville packaging services company Rapid Prototypes (d/b/a Rapid) has filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code, citing lingering business hurdles associated with the COVID-19 pandemic. According to a June 30 filing with the U.S. Bankruptcy Court for the Western District Court of Arkansas, the company listed a summary of assets at $3.09 million. $6.39 million is the summary of liabilities. The largest unsecured claim in the bankruptcy case is $959,000 from the U.S. Small Business Administration. SMC Packaging Group of Springfield, Mo. ($318,041) is the second largest. The company's filing estimates between 50 and 99 creditors. Rapid Prototypes builds corrugated packaging and display prototypes for retail suppliers, which are abundant in Northwest Arkansas. Kyle Jack is Rapid Prototypes' owner and operator. He offered the following statement to the Northwest Arkansas Business Journal. "After careful consideration and in an attempt to maintain Rapid's long history in the community as a partner to so many, we have filed a Chapter 11 bankruptcy to allow for the reorganization of debts incurred in no small part due to the pandemic of 2020-2022. During that time, Rapid expanded into new business opportunities which required aggressive capitalization, and that business has not maintained its earlier success. A key component was the loss of a major account due to a purchase of that business by another entity with its own internal capabilities. This forced Rapid to reduce its staff recently and has also forced this current situation." "We maintain that we are still here to serve the supplier community for all that we have been known for, prototypes of packaging, displays, POP [point-of-purchase] signage, as well as short-run production, just like we have for over 20 years." Jack said the recent round of layoffs left the company with 25 full-time employees, down from 60 one year ago. Rapid Protypes was founded in 2003. Jack started as part of an investment group and acquired sole ownership in 2007 when he was just 30 years old. About Rapid P&P LLC Rapid P&P LLC, doing business as Rapid Prototypes, Bentonville packaging services company was founded in 2003. It builds corrugated packaging and display prototypes for retail suppliers, which are abundant in Northwest Arkansas. Rapid P&P LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ark. Case No. 23-70907) on June 30, 2023. In the petition filed by Kyle Jack, as owner, the Debtor reports total assets of $3,097,943 and total liabilities of $6,399,344. The Honorable Bankruptcy Judge Bianca M. Rucker handles the case. The Debtor is represented by: Stanley V Bond, Esq. Bond Law Office 29010 Walton Bentonville, AR 72712 Tel: 479-444-0255 Fax: 479-235-2827 Email: attybond@me.com ROCKPORT COMPANY: Seeks to Hire Goodwin Procter as Special Counsel ------------------------------------------------------------------ The Rockport Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Goodwin Procter, LLP and Goodwin Procter (UK), LLP as their special counsels. Goodwin Procter will assist Rockport Company and its U.S.-based affiliates in matters related to the sale of their assets while Goodwin Procter (UK) will provide general corporate advice and will advise on matters related to the laws of England and Wales any English insolvency proceeding for U.K.-based Rockport UK Holdings Ltd. and Rockport International Limited. The firms will be paid as follows: Goodwin Procter U.S. Partners $1,250 to $2,150 per hour Counsel $1,150 to $1,980 per hour Associates $710 to $1,175 per hour Paralegals $360 to $620 per hour Goodwin Procter U.K. Partners $1,080 to $1,520 per hour Counsel $1,080 to $1,215 per hour Associates $675 to $1,080 per hour Paralegals $280 to $365 per hour The retainer fee is $1.75 million. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, the firms disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Both firms' standard billing rates are adjusted annually based on a careful and comprehensive review of market conditions and other factors. The material financial terms for the pre-bankruptcy engagement remained the same as the engagement was on an hourly basis. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firms expect to develop a prospective budget and staffing plan for these Chapter 11 cases. Alexander Nicas, Esq., a partner at Goodwin Procter, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firms can be reached through: Alexander J. Nicas, Esq. Goodwin Procter, LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 Phone: +1 212 459 7460 Email: anicas@goodwinlaw.com -- and -- Simon Thomas, Esq. Goodwin Procter (UK), LLP Cheapside, London EC2V 6DY United Kingdom Phone: +44 20 7447 4200 Email: sthomas@goodwinlaw.com About Rockport Co. LLC Rockport Co. LLC -- https://www.rockport.com/ -- offers a collection of men's and women's brands that provide comfortable shoes for every occasion. The Rockport Company and its subsidiaries are global designers, distributors, and retailers of comfort footwear in more than 50 markets worldwide. The Rockport Company, et al., first sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018. The business was taken out of bankruptcy after the Court approved the sale of substantially all of The Rockport Company's assets to an affiliate of Charlesbank Equity Fund IX, LP. In the prior Chapter 11 cases, the Debtors tapped Richards, Layton & Finger, P.A. as bankruptcy counsel; Borden Ladner Gervais LLP as Canadian counsel; Houlihan Lokey Capital, Inc., as investment banker; and Alvarez & Marsal North America LLC, as restructuring advisor. The official committee of unsecured creditors tapped Cooley LLP, and Whiteford, Taylor & Preston LLC as counsel. Pachulski Stang Ziehl & Jones LLP represented the Prepetition Noteholders and DIP Note Purchasers. Goodwin Procter LLP and Pepper Hamilton LLP advised CB Marathon Opco, LLC, an affiliate of Charlesbank Equity Fund IX, Limited Partnership, the bidder. Rockport Co. LLC and affiliates again sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10774) on June 15, 2023. In the petition filed by Joseph Marchese, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million each. In the new Chapter 11 cases, the Debtors tapped Potter Anderson & Corroon LLP as legal counsel; Stifel Financial Corp. as investment banker; and PKF Clear Thinking as personnel provider. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C. SHERMAN/GRAYSON: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Sherman/Grayson Hospital, LLC. The committee members are: 1. Altera Digital Health Attn: Kristin Steinkamp, Esq. 222 W. Merchandise Mart Plaza, Suite 2024 Chicago, IL 60654 Phone: 816-500-9650 Email: Kristin.steinkamp@alterahealth.com 2. LocumTenens.com, LLC Attn: Chris Knauf 2575 Northwinds Pkwy Alpharetta, GA 30009 Phone: 800-930-0748 Email: cknauf@locumtenens.com 3. Medline Industries, LP Attn: Shane Reed Three Lakes Dr Northfield, IL 60093 Phone: 800-633-5463 Email: sreed@medline.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Sherman/Grayson Hospital Sherman/Grayson Hospital, LLC is the operator of Wilson N. Jones Regional Medical Center, a 207-bed acute care hospital in Sherman, Texas. Sherman/Grayson Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10810) on June 23, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge J. Kate Stickles oversees the case. Scott J. Leonhardt, Esq., at The Rosner Law Group, LLC is the Debtor's legal counsel. SMG US MIDCO 2: Moody's Raises CFR & $578MM Term Loan to B2 ----------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of SMG US Midco 2, Inc. ("ASM Global") to B2 from B3, the probability of default rating to B2-PD from B3-PD and upgraded the ratings on the company's first lien credit facilities including the $578 million term loan to B2 from B3. The $96 million senior secured first lien revolving credit facility was also upgraded to B2 from B3 for SMG Holdings, LLC (SMG Holding). The outlook remains stable. ASM Global is a Pennsylvania-based leading venue management company including arenas, convention centers, stadiums and theaters. The rating actions reflect the strong recovery of in-person events and venue activity over the past 12-18 months since the pandemic abated that has resulted in improved operating performance and cash flow for the company. Moody's expects that debt to EBITDA leverage will remain below 6.0x and the company will have good liquidity and generate free cash flow, over the next 12-18 months. Upgrades: Issuer: SMG US Midco 2, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Backed Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2 from B3 Issuer: SMG Holdings, LLC Backed Senior Secured 1st Lien Bank Credit Facility, Upgraded to B2 from B3 Outlook Actions: Issuer: SMG Holdings, LLC Outlook, Remains Stable Issuer: SMG US Midco 2, Inc. Outlook, Remains Stable RATINGS RATIONALE The ratings upgrade reflects a recovery in attendance for live events and demand for venue management services across the company's portfolio of venues, which includes stadiums, arenas and convention centers. ASM Global's revenues have now exceeded pre-pandemic revenue driven by the increase in the number of live events and contributions from the venues acquired from the merger with AEG Facilities that closed in October 2019 that are now fully incorporated into operations. International concert activity, which lagged North America, has recovered and Moody's expects convention activity is expected to grow as well. Based on the EBITDA growth reported over the past 12-18 months, debt to EBITDA leverage reduced to 5.7x as of the end of 1Q 2023, from 6.3x as of the end of 2022. ASM Global benefits from its leading position with over 350 properties in 21 countries and diversity across geographies, venues and contract types. The credit is supported by the company's long-term contracts with retention rate of above 90% and increasing trends of outsourcing of facilities by municipalities. Financial metrics are supported by historically attractive adjusted EBITDA margins and minimal capex needs, leading to good conversion of EBITDA to free cash flow. Moody's expects leverage to decline to the 5.5x area over the next 12 months. The stable outlook for ASM Global is driven by Moody's expectations of continued strong operational performance, solid free cash flow generation and strong liquidity over the next 12 months. Moody's expects that revenue will grow over the next 12-18 months and demand for live events will continue. The outlook assumes no shareholder distributions or acquisitions that would erode liquidity or increase debt. ASM Global's liquidity is good and consists of its unrestricted cash position of around $255 million as of March 31, 2023 and the company's $96 million revolver that is mostly available. The company's liquidity level improved as advanced ticket sales balances increased. The revolver matures in 2024. There are no significant debt maturities until 2025 and the credit facilities only require a 1% annual amortization on the first lien term loan. Moody's expects adequate coverage of the required term loan amortization. The revolver is currently subject to one financial maintenance covenant that is a maximum first lien net leverage when revolver debt is 35% of the revolver size. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if revenue declines whether as a result of loss of customers, customer spend or contracts, competition or any other factor, Debt to EBITDA (on a Moody's adjusted basis) is sustained above 7.0x or if Interest coverage (EBITDA/Interest) drops below 1.0x. The ratings could also be downgraded if liquidity deteriorates. The ratings could be upgraded if there is consistent top line growth, leverage is sustained below 4.5x and free cash flow to debt is sustained above 10%. ASM Global would also need to maintain good liquidity. ASM Global is a leading venue management company including arenas, convention centers, stadiums and theaters. The company typically assumes full managerial responsibility for all aspects of facility operations, including event booking and event management, and may also provide certain ancillary services such as food and beverage service. ASM Global generated $594 million in revenue for the LTM period ended March 31, 2023. ASM is co-owned by funds affiliated with Onex Partners and AEG Venue Management Holdings, LLC. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SOHA HOUSE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Soha House LLC 271 W. 125th Street, Apt. 207 New York, NY 10027 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11086 Judge: Hon. John P. Mastando III Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Fang Zou as manager. 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/AVRXURQ/Soha_House_LLC__nysbke-23-11086__0001.0.pdf?mcid=tGE4TAMA SOTERIA REAL PROPERTY: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Soteria Real Property LLC 271 W. 125th Street, Apt. 207 New York, NY 10027 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11087 Judge: Hon. John P. Mastando III Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Fang Zou as manager. 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/CJITOJI/Soteria_Real_Property_LLC__nysbke-23-11087__0001.0.pdf?mcid=tGE4TAMA SOUTH JERSEY ELITE: Case Summary & Three Unsecured Creditors ------------------------------------------------------------ Debtor: South Jersey Elite Sports LLC 4008 Ivins Avenue Egg Harbor Township, NJ 08234 Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-15921 Debtor's Counsel: Eric A. Browndorf, Esq. COOPER LEVENSON 1125 Atlantic Avenue Atlantic Ctiy, NJ 08401 Tel: 609-344-3161 Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Emilio Malpartida as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZQC4GEA/SOUTH_JERSEY_ELITE_SPORTS_LLC__njbke-23-15921__0001.0.pdf?mcid=tGE4TAMA SOUTH JERSEY INDUSTRIES: Fitch Assigns BB+ Rating on Jr. Sub. Debt ------------------------------------------------------------------ Fitch Ratings has assigned first-time Long-Term Issuer Default Ratings (IDRs) of 'BBB' to South Jersey Industries, Inc. (SJI), 'A-' to South Jersey Gas Company (SJG), and 'BBB+' to Elizabethtown Gas Company (ETG). The Rating Outlook on all three is Stable. Fitch has also assigned 'BBB' to SJI's senior unsecured debt and 'BB+' to its junior subordinated debt. Fitch has additionally assigned 'A+' to SJG's senior secured debt, 'F2' to SJG's senior unsecured Short-Term debt and 'A' to ETG's senior secured debt. The ratings assignment and Outlook are supported by the constructive regulatory framework for gas utilities in New Jersey, healthy customer growth and improving credit metrics. SJI's rating also considers the operating risks of its non-utility businesses which is expected to present approximately 20% of the total EBITDA by 2025-2026. KEY RATING DRIVERS South Jersey Industries, Inc. Business Mix Anchored by Regulated Utilities: SJI's rating reflects the low-risk profile of its regulated gas utility operations with constructive regulation, a growing customer base and stable cash flow and earnings. The regulated utilities represented approximately 89% of EBITDA in 2022, however this contribution is expected to decline to approximately 80% over our forecast period. Out of the total $4 billion capital investments in the next five years (including $2.8 billion capex plus $1.2 billion equity investment in non-utilities), regulated investments will account for an average of 65% of the total. Constructive Regulatory Environment: Fitch views the regulatory environment for gas utilities in New Jersey as constructive. The NJBPU renders rate case decisions in a timely manner and with constructive outcomes. Base rate cases incorporate a partial historic test year. Authorized ROEs in line with or slightly higher than the national average. The last rate case in 2022 for SJG allowed for a 9.6% ROE and 54% equity layer. ETG was allowed a 9.6% ROE and 52% equity layer. Both cases received an order within six months of filing. Both utilities benefit from a revenue decoupling mechanism, full recovery of gas costs through the basic gas supply service tariff, infrastructure investment riders, energy efficiency riders. Infrastructure mechanisms provide recovery between rate cases (every 12 months) for about 25% to 30% of the capex. NJBPU generally imposes merger-related conditions to benefit ratepayers. As a condition to approve SJI to be taken private. SJG agreed to issue customer bill credit of $18 million in 2023 and $18 million in 2024 and that it will not seek recovery of $6 million COVID-related regulatory assets. ETG agreed to issue $13 million bill credit in 2023 and $13 million in 2024, and that it will not seek recovery of $9 million COVID-related regulatory assets. Such concession weakens the leverage ratios modestly in the next two years. Decarbonization Risk Manageable: Decarbonization generally poses risks for gas local distribution companies (LDCs). Nevertheless, Fitch believes that New Jersey's decarbonization policies have been measured thus far. Natural gas is a predominant source of energy in New Jersey, with approximately 70% penetration in residential customer segment. NJ Governor's executive order 317 (EO 317) in February 2023 requires the NJBPU to consider mechanisms that would allow utilities to choose from a range of measures to meet emission reduction standards. Alternative programs that could increase gas LDCs' revenue stream and create jobs such as converting existing gas infrastructure to deliver heating and cooling can also be considered. Pursuant to EO 317, in March 2023, BPU issued order commencing proceedings on future of natural gas utility in NJ, to conclude within 18 months. Renewable natural gas is supported in New Jersey. A renewable natural gas bill was approved unanimously by a state Assembly committee and is pending in the senate. A building electrification senate bill was placed on hold in March 2023, due to strong opposition. Healthy Customer Growth: Both utilities have had healthy customer growth in the past decade. SJG, which operates in southern New Jersey, experienced 1.5% CAGR in customers from 2011 to 2022. In the next five years, customer CAGR is expected to be 1.3%. Consumers converting their homes and businesses from other heating fuels such as heating oil and propane outpaced new construction and presented 55% of new customer additions over the last decade. ETG, which operates in central and northern New Jersey, experienced an 1.3% CAGR in customers from 2018 to 2022, significantly higher than 0.9% average growth in the prior six years. Customers conversions represented approximately 42% of new customers. It is estimated that in the next five years, increase in customers could reach 1.5% CAGR for ETG. IIF Ownership Beneficial: SJI is 100% owned by an affiliate of the Infrastructure Investments Fund (IIF). IIF is an open-ended perpetual structure established in 2006 with no required exit date which ensures a long-term investment horizon. IIF plans to inject equity from 2023 to 2025 into SJI primarily for the renewable natural gas projects within the RNG DevCo, the buyout of the remaining 65% ownership in REV LNG, and for general corporate purposes. The equity allows SJI to improve its consolidated credit profile materially. The equity injection will also drive the proportion of parent level debt to fall to 40%, from 49%, over the next few years. SJI does not pay a management fee to IIF nor is there a target distribution to IIF. Fitch understands that IIF does not plan to place incremental debt above SJI, a credit positive. Private ownership however impairs transparency. Customary Regulatory Commitment: Fitch believes the ring-fencing commitment as a condition of the IIF buyout provide moderate protection for the utilities. Under the commitment, utilities will operate independently and will not guarantee or pledge assets related to the buyout. They will not distribute dividend if the credit ratings fall below investment grade and if distributions are up to 100% of net income. The utilities will maintain at least 48% equity ratio. Commitment related to governance provide reasonable oversight and flexibility, a positive. SJI will have a majority independent board with a minimum seven independent board members out of 10 members. SJI is allowed to issue preferred equity to third parties if IIF refuses to provide equity for approved capital projects. IIF agrees to maintain a majority ownership for at least 10 years post- closing. Non-Utility Segments Bear Higher Risk: The non-utility segments' EBITDA contribution is expected to reach around 20% by 2025-2026, primarily due the increasing investment in RNG DevCo. Project development at RNG DevCo is expected to be 100% funded by equity from IIF. RNG DevCo is currently developing dairy farm and landfill RNG projects. It plans to sell down the ownership to 50% in the foreseeable future to de-risk. These projects are expected to begin to contribute EBITDA starting in 2023 and the entire pipeline of projects will become fully operational in 2026. With 50% ownership, this business is expected to represent approximately 6% of the consolidated EBITDA of SJI by 2026. RNG wholesale market is relatively nascent and the related revenue is not contracted, a negative. Conversely, Fitch believes that the political and economic environment for RNG development is favorable given its clean emission profile. Wholesale energy services currently represents 10% EBITDA of SJI, which will decline to 5% EBITDA by 2026. The business operates with 1- to 7-year contracts and enters into hedges to mitigate volatility. REV LNG is projected to grow to represent 4% of EBITDA by 2025. The business is generally contracted (ranging from 1-10 years). Fitch views these non-regulated businesses as medium to high-risk relative to the regulated utilities business, thus SJI shall be subject to a more stringent range of credit metrics relatively to pure regulated utility holding companies. SJI's combined risk profile is reflected in its IDR and in the upgrade and downgrade guideline ratios. Credit Metrics Improving: SJI's historical leverage ratios were elevated since the acquisition of Elizabethtown Gas in 2018 which was partially financed by debt. SJI has taken some credit supportive steps of selling non-core non-utility assets, as well as cost management and equity issuance, which improved leverage by 2020. Meanwhile, high level of remaining parent debt and significant capital expenditure at both utilities and non-utility segments continued to pressure leverage ratios through 2022. Going forward, however, with the equity injection in the next three years from IIF and with the expiration of customer credits by 2025, FFO leverage will see a meaningful improvement to mid 4x. SJI is assumed to own 50% of RNG DevCo and its investment is recorded using the equity method. Parent-Subsidiary Rating Linkage: Fitch believes the utilities subsidiaries, SJG and ETG, are stronger than SJI due to the utilities' low-risk, regulated operations and the constructive regulatory framework in New Jersey. Additionally, parent level debt also weakens SJI's credit profile. Thus, Fitch follows the stronger subsidiary path. As regulated utilities, legal ring fencing for SJG and ETG is considered porous given the general protections afforded by regulatory capital structure and other restrictions. Access and control are porous. SJI manages the treasury function for SJG and ETG; however, SJG and ETG each issue their own short-term and long-term debt. The utilities do not guarantee the debt obligations at SJI. Due to these considerations, Fitch generally limits the IDR notching difference between parent SJI and subsidiaries SJG and ETG to two notches. South Jersey Gas Company Credit Metrics Consistent: SJG's FFO leverage metrics have always been strong, averaging around 3.8x in the last three years. With the customer bill credit taking effect in 2023 and 2024, FFO leverage will average in the 4x in the next three years and then improve to high-3x thereafter. These metrics are consistent with a 'A-' IDR. Elizabethtown Gas Company Credit Metrics Improving: ETG's FFO leverage has been elevated in the last few years, primarily due to 46% equity layer prior to 2019, a jump in capex to over $200 million starting 2019 from $65 million in 2018, tax refund due to 2017 tax reform and higher fuel-related borrowings during 2021 and 2022. However, with more frequent rate cases, as well as equity infusion from SJI in 2022 and 2023 Fitch expects ETG's FFO leverage to improve despite high capex. FFO leverage is projected to be mid 5x during 2023 and 2024, assuming the impact of customer bill credit and a peak capex of $ 271 million in 2023. When customer credits conclude in 2024, Fitch expects FFO leverage to improve to mid-4x, consistent with a 'BBB+' IDR. DERIVATION SUMMARY South Jersey Industries SJI's credit profile compares more favorably than New Jersey Resources (NJR), but less favorably compared to NiSource's (BBB/Stable). Assuming the RNG projects coming online, SJI's pro forma EBITDA from regulated utilities will be approximately 80% with the remainder from non-utility segments, compared with approximately 60% regulated for NJR and 100% for NiSource. Similar to NJR, SJI's utilities only serve the state of New Jersey while NiSource is diversified and serves six states. Fitch views New Jersey's regulatory treatment for gas LDCs are constructive and NiSource's primary service territories are also supportive. NiSource owns electric generation and transmission through North Indiana Power Service Company (NIPSCO, BBB/Stable) which provides fuel diversification. Additionally, NiSource operates in states that are supportive of gas LDCs. SJI and NJR's utilities are natural gas only and could be subject to some political risks in New Jersey. However, Fitch believes that New Jersey's approach to gas LDCs energy transition is measured. Fitch views SJI's private ownership by a financial sponsor as a modest constraint. NiSource's 100% regulated business model allows it to have higher leverage ratios. Fitch estimates that NiSource's FFO leverage could average in the mid to high 5x. SJI's FFO leverage is expected to average around 5.5x in the next two years and then improve to mid-4x thereafter. South Jersey Gas Company SJG is well positioned relative to its peers New Jersey Natural Gas (NJNG; A-/Stable), Washington Gas Light Company (WGL; A-/Stable). While SJG and NJNG operate in a single state, WGL benefit from regulatory diversification serving a three-state territory. Fitch views New Jersey's regulatory environment is constructive for gas LDCs while for WGL, rate regulation in Virginia has been generally balanced, while regulation in Washington, D.C. and Maryland have been somewhat more challenging historically. SJG's FFO leverage is relatively strong and will average approximately 4x while NJNG's FFO leverage will average in the mid-4x which is similar to that of WGL. Elizabethtown Gas Company ETG compares well with its peers NJNG and DTE Gas (BBB+/Stable). Fitch views New Jersey and Michigan's regulatory environment are as constructive for gas LDCs. ETG's credit metrics have suffered from a relatively low equity capitalization before 2019, a jump in run-rate capex levels. And customer bill credit is expected in 2023 and 2024 as a result of the IIF buyout. All three utilities are undergoing a large capex program. Fitch estimates that ETG will generate FFO leverage in the mid-5x and then improve to mid-4x. DTE Gas's projected FFO leverage will be in the high 4x while NJNG's FFO leverage will average in the mid-4x. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: -- SJG capex of $1.3 billion from 2023-2027; ETG capex of $1.2 billion from 2023-2027 -- Base rate filing every two to three years; -- ROE and equity layers are assumed to be the same as the last rate cases; -- Existing recovery mechanisms such as the IIF, CIP and EET remain in place; -- 50% equity ownership in RNG DevCo and no consolidation; -- Purchase the remaining 65% ownership in REV LNG; -- IIF equity injection during the first three years; -- 2079 junior sub notes receive 50% equity credit; 2031 junior sub notes receive 50% equity credit through the end of 2025 and 0% equity credit from 2026 to 2031. RATING SENSITIVITIES South Jersey Industries Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Assuming no material change in business mix, FFO leverage below 4.3 on a sustained basis Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Sustained weakening in FFO leverage of 5.3 or higher through the forecast period; -- A material increase in the proportion of EBITDA coming from the non-utility business from the current projections of approximately 20% EBITDA on ongoing basis; -- A material change in risk profile of the non-utility segments; -- If SJI fails to secure IIF's equity commitment such that FFO leverage breaches the downgrade ratio. South Jersey Gas Company Factors that could, individually or collectively, lead to positive rating action/upgrade: -- FFO leverage below 3.5 on a sustained basis; Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Unfavorable change in the regulatory environment that limits the utility's ability to recover cost of capital investments in a timely manner, causing FFO leverage above 4.5x for a sustained period; -- As Fitch intends to maintain a maximum of two-notch IDR differential between SJI and its utilities, a one-notch downgrade at SJI would result in a one-notch downgrade at SJG. Elizabethtown Gas Company Factors that could, individually or collectively, lead to positive rating action/upgrade: -- FFO leverage below 4.0 on a sustained basis; Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Unfavorable change in the regulatory environment that limits the utility's ability to recover cost of capital investments in a timely manner, causing FFO leverage above 5.0x for a sustained period; -- As Fitch intends to maintain a maximum of two-notch IDR differential between SJI and its utilities, a two-notch downgrade at SJI would result in a one-notch downgrade at SJG. LIQUIDITY AND DEBT STRUCTURE SJI, SJG and ETG collectively have an unsecured, master $1 billion five-year revolving credit facility that expires in September 2026. SJI, SJG and ETC each has a sublimit of $500 million, $250 million and $250 million. The total commitment can be increased by $250 million to a total of $1.25 billion. The obligation of each borrower is several but not joint. There is MAC clause at closing. The revolver contains a financial covenant limiting debt to cap ratio of each borrower of not more than 70%. SJI, SJG and ETG were all in compliance with these covenants as of Dec. 31, 2022. SJI also takes out term loans from time to time. It has a three-year term loan of $448 million (6.54%) due in February of 2026. SJG can issue CP backstopped by its revolver limit of $250 million. As of Dec. 31, 2022, the revolver availability for SJI, SJG and ETG was $310 million, $105 million and $89 million. Cash balances at SJI was $15 million. Long-term debt maturities over the next two years are manageable. SJG has about $18 million FMB due in 2024 and 2025. SJI has about $50 million in total of unsecured notes due in 2024 and 2025. ETG's next maturity is not until December 2028 where $50 million FMB is due. Interest rate risk is low at SJI and the utilities. Debt maturities are well spread out and refinancing needs are low. Additionally, IIF is providing equity which further alleviates the need for external debt financing. The only floating rate debt is the revolver which has been embedded in the rating case. ISSUER PROFILE South Jersey Industries (SJI) is a utility parent holding company of South Jersey Gas Company (SJG), and Elizabethtown Gas (ETG) regulated gas local distribution companies that provides natural gas transmission and distribution services in New Jersey. SJI also owns non-utility operations including energy production and energy management segments. SJI was taken private by Infrastructure Investments Fund (IIF) on Feb. 1, 2023. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. ENTITY / DEBT RATING ------------- ------ Elizabethtown Gas Company LT IDR BBB+ New Rating senior secured LT A New Rating South Jersey Gas Company LT IDR A- New Rating ST IDR F2 New Rating senior secured LT A+ New Rating senior unsecured ST F2 New Rating South Jersey Industries, Inc. LT IDR BBB New Rating senior unsecured LT BBB New Rating junior subordinated LT BB+ New Rating SOUTHERN MOTEL: Seeks to Hire Newman & Newman as Legal Counsel -------------------------------------------------------------- Southern Motel, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire Newman & Newman as its legal counsel. The Debtor requires legal counsel to: a. give advice during contract negotiations; b. evaluate and object to claims of creditors who may assert security interests in the Debtor's assets; c. appear in, prosecute, or defend suits and proceedings involving the Debtor's bankruptcy estate; d. represent the Debtor in court hearings and prepare legal papers; e. advise the Debtor regarding any reorganization plan, which may be proposed in its bankruptcy case; and f. perform other legal services. The firm's services will be provided mainly by J. Walter Newman IV, Esq., who charges an hourly fee of $400. Legal assistants will be paid at the rate of $150 per hour. The firm received a retainer of $15,000. Mr. Newman disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Newman holds office at: J. Walter Newman IV, Esq. Newman & Newman 387 Highland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 948-0586 Email: wnewman95@msn.com About Southern Motel Southern Motel, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-11815) on June 16, 2023, with $100,001 to $500,000 in assets and as much as $50,000 in liabilities. Robert Byrd, Esq., at Byrd & Wiser, has been appointed as Subchapter V trustee. The Debtor is represented by J. Walter Newman IV, Esq., at Newman & Newman. STANADYNE LLC: PBGC Steps in to Oversee Pension Plans ----------------------------------------------------- The Pension Benefit Guaranty Corporation is taking steps to assume responsibility for your pension plan. PBGC will become your plan's trustee and will pay you the benefits you earned, up to limits set by law. PBGC is taking this action because your plan meets the criteria for termination under the federal pension law. In general, this means that the plan doesn't have enough money to pay all promised benefits and your employer is financially unable to keep up the plan. The plan will terminate as of July 7, 2023. As of that date, you will not earn any further benefits from the plan. When PBGC becomes your trustee of your plan, we will notify you by letter. If you retired, we will continue to pay your benefit without interruption. If you are not yet retired, we will pay your guaranteed benefit when you become eligible. Until PBGC trustee, Stanadyne LLC remains responsible for paying plan benefits. PBGC currently pays benefits to more than 900,000 individuals in nearly 5,000 pension plan it has assume. PBGC pays guaranteed benefits up to the maximum amount allowed by law. The maximum annual guarantee in you plan is $81,000 for a 65-year-old. Maximum guarantees are lower for those who retire at younger ages or elect survivor benefits. Benefit increases made within five years of the plan's termination are not fully guaranteed. 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 and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead 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 Debtor 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. STAT EMERGENCY: Seeks Cash Collateral Access -------------------------------------------- STAT Emergency Medical Services, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Michigan in Flint for authority to use cash collateral and provide adequate protection. The COVID-19 pandemic significantly damaged the Debtor's operations, and the Debtor never recovered. Remarkably, the number of ambulance runs the Debtor performed dropped significantly during the pandemic. The Debtor's operating costs also increased to accommodate the purchase of personal protective equipment for employees and support the extensive disinfection of the ambulances after each run. During this time, the Debtor also lost a significant number of employees. The Debtor had approximately 126 employees in 2019. By late 2022, the Debtor had less than half this number of employees and continued to lose employees to larger ambulance companies who were entering the market. Starting around 2021, Medstar and Mobile Medical Response began competing for business in Flint and the surrounding communities and these larger companies were able to pay higher wages to their employees. STAT increased compensation to its employees in an effort to compete with Medstar and MMR which further drove down its profits and contributed to its financial difficulties. The Debtor attempted to bridge this gap by entering into facilities with various Merchant Cash Advance companies and other lenders who loaned money to the Debtor on disadvantageous (if not usurious) terms. These loans were the nail in Debtor's coffin. Its financial picture quickly worsened as these creditors began debiting large amounts of money from the Debtor's account on a weekly and sometimes daily basis. In late 2022, the Debtor realized it was not going to be able to regain profitability and it began shutting down its ambulance services. The Debtor continues to wind down the portion of the Debtor's operations that provided ambulance services by continuing to collect outstanding receivables and insure and clean out vehicles and equipment for sale. The Debtor borrowed funds from Huntington Bank pursuant to (i) a Promissory note dated August 12, 2022 in the principal amount of $349,420, and (ii) a Promissory Note dated May 22, 2014 in the principal amount of $1.4 million. The Debtor anticipates Huntington may assert a first priority security interest in the Debtor's cash and receivables, the Mortgaged Properties and the Huntington Vehicles and other non-titled equipment, to secure indebtedness in the approximate amount of $1.7 million. Huntington filed the following UCC financing with the State of Michigan against the Debtor's assets: a. Financing statement 2014084694-0 on June 11, 2014, and continuations of that UCC financing statement on June 16, 2015 and December 13, 2018; and b. Financing statement 2014101305-9 on July 10, 2014, and a continuation of that UCC financing statement on January 11, 2019. The Debtor believes the Huntington Obligation is secured by collateral with a total value of approximately $3 million. This means that Huntington has an equity cushion of approximately $1.3 million and there will be funds available for unsecured creditors after Huntington is paid in full. As adequate protection, the Debtor offers replacement liens in all such types and descriptions of collateral which may have secured the Huntington's or other secured creditors' pre-petition liabilities and which are created, acquired or arise after the Petition Date. The Debtor will thereby be able to provide its secured creditors with adequate protection through its continuing liquidation and through the replacement liens. The Debtor also requests that the Court schedule a hearing on the matter for July 17, 2023 at 10 a.m. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=N1rEvx from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $22,661 for the week starting July 10, 2023; $29,122 for the week starting July 17, 2023; $11,361 for the week starting July 24, 2023; and $30,122 for the week starting July 31, 2023. About STAT Emergency Medical Services, Inc. STAT Emergency Medical Services, Inc. provides emergency medical services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31085) on July 5, 2023. In the petition signed by Stephen M. Lund, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Joel D. Applebaum oversees the case. Kim K. Hillary, Esq., at Schafer and Weiner, PLLC, represents the Debtor as legal counsel. SWARMIO MEDIA: Gets Initial Stay Order Under CCAA ------------------------------------------------- Swarmio Media Holdings Inc. (CSE: SWRM) (OTCQB: SWMIF) (GR: U5U) and its subsidiaries, Swarmio Inc., and Swarmio Media Inc. have received the approval of their directors to make an application for an order for creditor protection ("Initial Order") from the Ontario Superior Court of Justice (Commercial List) under the Companies' Creditors Arrangement Act. The Initial Order being sought would include, among other things: (i) a stay of proceedings in favour of the Swarmio Group up to and including July 1, 2023; (ii) the appointment of Grant Thornton Limited as Court-appointed monitor of the Swarmio Group ("Monitor"); and (iii) approval of a debtor-in-possession loan to fund the CCAA proceedings and other short-term working capital requirements of the Swarmio Group. After careful consideration of all available alternatives and following thorough consultation with legal and financial advisors, the directors of the Swarmio Group determined that it is in the best interests of the Swarmio Group and all of its stakeholders to seek creditor protection under the CCAA. The purpose of the CCAA proceedings is to obtain a stay of proceedings that will allow the Swarmio Group to conduct a sale and investment solicitation process ("SISP") and facilitate a transaction that sees the Company emerge from CCAA protection as a going concern. The Company is confident that the protection afforded by the CCAA will be sufficient to allow the Swarmio Group to address its liquidity issues and stabilize operations. If the Initial Order is granted, the Swarmio Group intends to operate in the ordinary course throughout the CCAA proceedings and while conducting the SISP. Management would remain responsible for the day-to-day operations of the Swarmio Group, under the supervision of the Monitor. According to the Company, it is insolvent and unable to raise the capital necessary to fund its development. Prior to the initial application in these proceedings, the Company had exhausted its liquidity and had not made payroll. A copy of the Initial Order is available on the Monitor's Web site at https://www.grantthornton.ca/service/advisory/creditor-updates/#Swarmio-Media-Holdings-Inc-Swarmio-Inc-and-Swarmio-Media-Inc The Monitor can be reached at: Grant Thornton Limited 20th Floor, 200 King Street West Toronto, ON M5H 3T4 Daniel Wootton Email: Dan.Wootton@ca.gt.com Tel: 416-360-3063 David Collins Email: David.Collins@ca.gt.com Tel: 416-360-5131 Lawyers for the Companies: Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON M5H 3S1 Larry Ellis Email: lellis@millerthomson.com Tel: 416-595-8639 Asim Iqbal Email: aiqbal@millerthomson.com Tel: 416-597-6008 Monica Faheim Email: mfaheim@millerthomson.com Tel: 416-595-6087 Lawyers for the Monitor: Gowling WLG 100 King St. West, #1600 Toronto, ON M5X 1G5 Clifton Prophet Email: Clifton.Prophet@gowlingwlg.com Tel: 416-862-3509 Heather Fisher Email: Heather.fisher@gowlingwlg.com Tel: 416-369-7202 The Swarmio Group is an early stage, pre-revenue technology and media company focused on the gaming sector. TAMPA BAY PLUMBERS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Tampa Bay Plumbers, LLC 6205 Johns Road, Suite 12 Tampa, FL 33634 Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-02904 Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: All@tampaesq.com Total Assets: $1,781,764 Total Liabilities: $4,418,145 The petition was signed by Ryan J. Pelky as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/777K7HI/Tampa_Bay_Plumbers_LLC__flmbke-23-02904__0001.0.pdf?mcid=tGE4TAMA TECH-MAR ENTERPRISES: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Tech-Mar Enterprises LLC 5433 Westheimer Rd Suite 412 Houston, TX 77056 Business Description: Tech-Mar is an IT service provider. Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-32570 Judge: Hon. Eduardo V. Rodriguez Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 6200 Savoyd Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Estimated Assets: $182,174 Total Liabilities: $1,544,635 The petition was signed by Bernard J Marino III as president. 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/IZVQQHQ/Tech-Mar_Enterprises_LLC__txsbke-23-32570__0001.0.pdf?mcid=tGE4TAMA TRIARC SYSTEMS: Case Summary & 15 Unsecured Creditors ----------------------------------------------------- Debtor: Triarc Systems, LLC 2500 US Highway 287 N Mansfield, TX 76063 Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-41996 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 Email: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Chris Reeves as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7DTL22A/Triarc_Systems_LLC__txnbke-23-41996__0001.0.pdf?mcid=tGE4TAMA TRINITY FAMILY: Taps The Lane Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Trinity Family Practice & Urgent Care, PLLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire The Lane Law Firm, PLLC as its counsel. The Debtor requires legal counsel to: a. assist, advise and represent the Debtor relative to the administration of its Chapter 11 case; b. assist, advise and represent the Debtor in analyzing its assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with representatives of secured creditors; d. assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before the bankruptcy court or any other courts and the Office of the U.S. Trustee; and g. perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Robert C. Lane, Partner $550 Joshua D. Gordon, Partner $500 Associate Attorneys $375 - $425 Bankruptcy Paralegals/Legal Assistants $150 - $190 In addition, the firm will seek reimbursement for expenses incurred. The firm received payments for its retainer in the amount of $40,000 between May 9 and June 1, and another $35,500 for financial advice and representation of the Debtor. Mr. Lane 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: Robert C. Lane, Esq. Joshua D. Gordon, Esq. A. Zachary Casas, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com joshua.gordon@lanelaw.com zach.casas@lanelaw.com About Trinity Family Practice & Urgent Care Trinity Family Practice & Urgent Care, PLLC manages and operates a family health clinic and urgent care clinic business. Trinity Family sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Texas Case No. 23-70068) on June 23, 2023, with up to $100,000 in assets and up to $1 million in liabilities. Jason Payne, a partner at Trinity Family, signed the petition. Judge Shad Robinson oversees the case. The Lane Law Firm, PLLC is the Debtor's bankruptcy counsel. UNIVERSITY SQUARE: Case Summary & Six Unsecured Creditors --------------------------------------------------------- Debtor: University Square Real Estate Holdings LLC 2203 Warrensville Center Road University Heights OH 44118 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 10, 2023 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 23-12301 Judge: Hon. Jessica E. Price Smith Debtor's Counsel: Shawn M. Riley, Esq. MCDONALD HOPKINS LLC 600 Superior Avenue, Suite 2100 Cleveland, Ohio 44114 Tel: (216) 348-5400 Email: sriley@mcdonaldhopkins.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Irina Palchuk as senior vice president, UMB Bank, N.A., as sole member of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Y7UBV3A/University_Square_Real_Estate__ohnbke-23-12301__0001.0.pdf?mcid=tGE4TAMA WCJ FUND: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: WCJ Fund LLC 271 W. 125th Street, Apt. 207 New York, NY 10027 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 11, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11089 Judge: Hon. John P. Mastando III Debtor's Counsel: Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 605 Third Avenue 34th Floor New York, NY 10158 Tel: 212-557-7200 Fax: 212 286 1884 Email: rlr@dhclegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Fang Zou as manager. 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/C2P65OY/WCJ_Fund_LLC__nysbke-23-11089__0001.0.pdf?mcid=tGE4TAMA WESCO AIRCRAFT: Asks Court OK to Retain Quinn Emanuel in Chapter 11 ------------------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt aerospace supply chain company Wesco Aircraft Holdings Inc. asked a Texas judge for permission to retain law firm Quinn Emanuel Urquhart & Sullivan LLP to serve as special litigation and conflicts counsel as the debtor deals with lawsuits from noteholders. The Debtors seek to retain Quinn Emanuel as special litigation counsel on various pending disputes and as conflicts counsel because of Quinn Emanuel's extensive prepetition experience in representing the Company in ongoing litigation related to the Debtors' capital structure, and Quinn Emanuel's intimate familiarity of the facts underlying the litigation. On Nov. 15, 2022, the Company retained Quinn Emanuel to represent the Company, along with certain of its now-debtor and non-debtor affiliates, as a named defendant in a lawsuit filed in the Supreme Court of the State of New York, SSD Investments Ltd. et al. v. Wilmington Savings Fund Society, FSB, et al., Case No. 654068/2022 (N.Y. Sup. Ct.) (the "Formerly Secured Noteholders Action"), by a group of noteholders (the "Formerly Secured Noteholders") seeking to nullify a March 2022 financing and debt transaction between the Company and the holders of a majority of the Debtors’ pre-existing secured notes (the "2022 Transaction"). Prior to the Petition Date, Quinn Emanuel had, on the Company's behalf, moved to dismiss the Formerly Secured Noteholders' complaint, been served with the Formerly Secured Noteholders' opposition to the Company's motion to dismiss, and filed a reply to the Formerly Secured Noteholders' opposition. Quinn Emanuel also served responses and objections to the Formerly Secured Noteholders' discovery requests, engaged in negotiations with the Formerly Secured Noteholders regarding their discovery requests, served discovery requests on behalf of the Company, and began limited rolling production in response to the Formerly Secured Noteholders' discovery requests. The New York Supreme Court entered a preliminary conference order setting a schedule for the completion of discovery: document production was scheduled for completion on August 31, 2023; parties and non-parties were to be deposed by Nov. 17, 2023; expert disclosures were to be due by Dec. 21, 2023; expert depositions were to be completed by Febr. 28, 2024; and summary judgment briefing was to commence in April 2024. Five months after the institution of the First New York State Action, on March 27, 2023, an unsecured noteholder, Langur Maize L.L.C. ("Langur Maize," and together with the Formerly Secured Noteholders, the "New York State Action Plaintiffs") filed an action similar to the First New York State Action in the Supreme Court of the State of New York, Langur Maize, L.L.C. v. Platinum Equity Advisors, LLC, et al., Case No. 651548/2023 (N.Y. Sup. Ct.) (the "Unsecured Noteholder Action," and together with the First New York State Action, the "New York State Actions") against various non-Debtors. There, Langur Maize similarly seeks relief related to the 2022 Transaction and raises claims similar to those raised in the Formerly Secured Noteholders Action. The claims for relief and the non-Debtor defendants named in the New York State Actions overlap substantially, and all of the claims for relief require a determination that the 2022 Transaction was improper. Indeed, Langur Maize designated the Unsecured Noteholder Action as a "Related Case" to the Formerly Secured Noteholders Action. On the Petition Date, the Debtors, represented by Quinn Emanuel, filed an emergency motion (Case No. 23-03091, ECF No. 2), as well as an adversary complaint seeking a stay of the New York State Actions pursuant to 11 U.S.C. Secs. 105(a) and 362(a), (Case No. 23- 03091, ECF No. 1) (together, the "Stay Litigation"). Thereafter, the Formerly Secured Noteholders stipulated to a temporary stay of the Formerly Secured Noteholders Action through July 14, 2023 (ECF No. 21), and the Court ordered the Unsecured Noteholder Action to be temporarily stayed through August 7, 2023 (ECF No. 41). No orders have been entered regarding the Debtors' request for a permanent stay of the New York State Actions. The Debtors require knowledgeable and highly skilled counsel to render their professional services, and as described in the Kirpalani Declaration, Quinn Emanuel has substantial expertise as well as extensive historical knowledge of the factual and legal issues underlying the New York State Actions. Quinn Emanuel also has expertise in the event other matters arise for which conflicts counsel is needed. Quinn Emanuel has agreed that it will apply a 10% discount on its standard billing rates for all timekeepers, which will be applied to the total fees in each invoice. Effective as of Sept. 1, 2022, before applying the 10% discount, Quinn Emanuel's partners' rates range from $1,385-$2,130 per hour. The rates of associates and of counsel range from $830-$2,130 per hour and paralegal rates range from $480-$670 per hour. Quinn Emanuel does not represent and will not represent any entity, other than the Debtors, in matters related to the Chapter 11 cases. About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a leading provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped MILBANK LLP as general bankruptcy counsel; HAYNES AND BOONE, LLP, as local bankruptcy counsel; PJT PARTNERS, INC., as investment banker; and ALVAREZ & MARSAL NORTH AMERICA, LLC, as financial advisor. QUINN EMANUEL URQUHART & SULLIVAN, LLP, is the special litigation counsel. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. ZEN RESTORATION: Taps Vincent Martin Lentini as Substitute Counsel ------------------------------------------------------------------ Zen Restoration Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Vincent Martin Lentini, Esq., an attorney in Manhasset, N.Y., to handle its Chapter 11 case. Mr. Lentini is replacing Ronald Weiss, Esq., at Ronald Weiss, PC as the Debtor's bankruptcy counsel. Mr. Lentini received a retainer in the amount of $7,500 for his services. In court papers, Mr. Lentini disclosed that he is "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Lentini can be reached at: Vincent M. Lentini, Esq. 1129 Northern Blvd. Ste. 404 Manhasset, NY 11030 Phone: (516) 228-3214 About Zen Restoration Zen Restoration Inc. -- https://www.zengeneral.com/ -- is a full service construction company in Brooklyn, N.Y., which specializes in restoration and repair of high-rise and residential buildings. Zen Restoration sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-40809) on April 19, 2022, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Bernard Sobus, president of Zen Restoration, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Vincent Martin Lentini, Esq., a practicing attorney in Manhasset, N.Y. [*] Brooklyn Mixed-Used Corner Building Up for Sale on July 20 -------------------------------------------------------------- North Point Real Estate Group and Rosewood Realty Group have been exclusively retained to run the bankruptcy sale of a prime corner mixed-used building located at 689 St. Marks Ave., Crown Heights, Brooklyn, New York. The auction will take place on July 20, 2023, at 11:00 a.m. (EST). The deadline to submit his bid is on July 14, 2023, at 4:00 p.m. (EST). The opening bid starts at $2 million. The property boasts 5,720 sf across 4-floors, 6 retail stores, 1 office, and 2 residential units, and 95 feet of combined frontage between Nostrand Ave. and St. Marks Av. Close in proximity to multiple subway stations, Pratt Institute, Long Island University, and the Brooklyn Museum. Interested bidders must contact Chaya Milworn of North Point Realty Group at Chaya@northpointreg.com for more information on how to participate. [*] Christian Fischer, 11 Others Named New Partners of Davis Polk ----------------------------------------------------------------- Davis Polk has announced that Shanu Bajaj, Sidney Bashago, Stephen Byeff, Sijia Cai, Hillary Coleman, Christian Fischer, Dominic Foulkes, Phoebe Jin, Chris Kodama, Robert Smith, Sanders Witkow and Lijun (Annie) Yan have been elected partners of the firm, effective July 1, 2023. Shanu Bajaj is a member of Davis Polk's Mergers & Acquisitions practice in New York. She advises U.S. and international clients on a broad range of public and private M&A matters, corporate governance and shareholder activism. Her experience includes investments, joint ventures, carve-outs, spinoffs and other significant transactions. She also represents private equity firms on a full range of transactions, including acquisitions and dispositions of investments, leveraged buyouts and minority investments. Sidney Bashago is a member of Davis Polk's White Collar Defense & Investigations practice in New York. Sidney represents companies, boards of directors, financial institutions and individuals in criminal, regulatory and internal investigations involving allegations of securities fraud, sexual misconduct, foreign corrupt practices, money laundering and other financial crimes. Sidney also advises companies and boards on governance and compliance. Sidney has represented multinational companies, boards and other entities on various critical workplace misconduct matters, including highly sensitive sexual misconduct investigations, proactive assessments, crisis management and related compliance. Stephen Byeff is a member of Davis Polk's Capital Markets practice in New York. He advises U.S. and non-U.S. clients on a wide variety of capital markets transactions, as well as governance, SEC disclosure and general securities law and corporate matters. He represents corporate and financial institution clients on initial public offerings and other equity offerings, private placements and high-yield, investment-grade and convertible debt offerings. Stephen's practice ranges across industries and includes clients in telecommunications, media, retail, technology, automotive, biotech, pharmaceuticals, industrials, financial services and insurance. Sijia Cai is a member of Davis Polk's Investment Management practice in New York. Sijia advises private fund sponsors in connection with the organization, marketing and operation of private investment funds, including private equity funds, hedge funds, real estate funds, venture capital funds and co-investment funds. She has particular experience representing private fund sponsors and institutional investors in connection with a broad range of complex secondary transactions, including GP-led secondary transactions. Hillary Coleman is a member of Davis Polk's Capital Markets practice in New York. Hillary advises U.S. and non-U.S. issuers and underwriters on capital markets transactions, including initial public offerings and other equity offerings as well as public and private high-yield and investment-grade debt offerings, including in Latin America. She also advises U.S. and non-U.S. clients on corporate, governance and securities law matters. Her practice ranges across a variety of industries, including fintech and tech, financial services, energy, healthcare, consumer and digital currency. Christian Fischer is a member of Davis Polk's Restructuring practice in New York. With a focus on restructuring finance, Christian represents funds, banks, financial institutions and other parties on a broad range of matters, including prepackaged, pre-arranged and free-fall bankruptcies, debtor-in-possession facilities and exit financings, out-of-court debt restructurings, debt document amendments and special opportunity and liability management transactions. Dominic Foulkes is a member of Davis Polk's Tax practice in London. Dominic advises a wide range of corporate, financial institution and sponsor clients on U.K. tax issues across the firm's practice, including in connection with public and private mergers and acquisitions, capital markets and financing transactions, corporate reorganizations and restructurings, and tax advisory matters. Phoebe Jin is a member of Davis Polk's Finance practice in New York. She advises both corporate clients and financial institutions on numerous finance transactions, encompassing leveraged and investment-grade acquisition financings, debt restructurings, and other secured and unsecured financings. Christopher Kodama is a member of Davis Polk's Corporate practice in Tokyo. Chris advises major Japanese and international companies and financial institutions, as well as Japanese governmental entities, on a broad range of global capital markets transactions, including IPOs and follow-on equity offerings, offerings of senior and subordinated debt securities, and the establishment and maintenance of SEC-registered shelf and MTN programs. He has extensive experience on securities offerings by Japan's leading financial institutions, including SEC-registered and exempt offerings of regulatory capital instruments, covered bonds and green/sustainability bonds. Chris also advises Japanese companies in connection with U.S. public reporting obligations and corporate governance requirements and on cross-border tender offers, spinoffs, share exchanges and other strategic corporate transactions involving U.S. securities laws. Robert Smith is a member of Davis Polk's Sponsor Finance practice in New York. Robert's practice focuses on the representation of private equity sponsors and corporate borrowers in a wide range of U.S. and cross-border transactions, with a particular concentration in acquisition and other leveraged finance transactions. Sanders Witkow is a member of Davis Polk's Finance practice in New York. Sanders advises clients on a broad array of financing products, including leveraged loans, project financings, asset-based lending, bankruptcy and restructuring financings, investment-grade financings, unsecured lending and structured credits. His clients include numerous leading private credit funds, bulge-bracket financial institutions and public and closely held companies in the retail, media, technology and energy sectors. Lijun (Annie) Yan is a member of Davis Polk's Corporate practice, currently practicing as a Registered Foreign Lawyer in Beijing. She has extensive experience representing companies and investment funds in a variety of M&A and private equity transactions, including pre-IPO financings, buyouts, joint ventures, PIPEs, going-private transactions and strategic investments. She also advises clients on cross-border securities and general corporate matters. About Davis Polk. Davis Polk & Wardwell LLP (including its associated entities) -- http://www.davispolk.com/-- is an elite global law firm with world-class practices across the board. Clients know they can rely on us for their most challenging legal and business matters. From offices in the world's key financial centers and political capitals, our more than 1,000 lawyers collaborate seamlessly to deliver exceptional service, sophisticated advice and creative, practical solutions. [*] Commercial Chapter 11 Filings Rise 68% Y/Y in 1H of 2023 ------------------------------------------------------------ Paul Gatlin of TBP reports that according to data provided by Epiq Bankruptcy, the 2,973 total commercial Chapter 11 bankruptcies filed during the first six months of 2023 represented a 68% increase over the 1,766 filed during the same period in 2022. Individual Chapter 13 filings increased by 23% during the same period. There were 12,107 overall commercial bankruptcy filings for the first half of 2023, representing an 18% increase from the commercial filing total of 10,258 for the first half of 2022. Small business filings, captured as Subchapter V elections within Chapter 11, totaled 814 in the first six months of 2023, a 55% increase from the 525 elections during the same period in 2022. Overall commercial filings increased 12% in June alone, as the 2,123 filings were up from the 1,891 commercial filings registered in June 2022. The 404 commercial Chapter 11 filings in June represented a 9% increase from the 371 filings in June 2022. Total Subchapter V elections within Chapter 11 experienced a 111% increase from 94 in June 2022 to 198 in June 2023. "The increase in commercial and individual bankruptcy filings during the first half of 2023 underscores the economic challenges faced by businesses and individuals," Gregg Morin, vice president of business development and revenue at Epiq Bankruptcy, said. "Our objective is to provide bankruptcy professionals with timely and accurate data necessary for analyzing stakeholder volumes and trends for making informed business decisions." Total bankruptcy filings reached 217,420 during the first six months of 2023, a 17% increase from the 185,352 total filings during the same period a year ago. Total individual filings also registered a 17% increase, as the 205,313 filings during the first half of 2023 were up from the 175,094 filings during the first six months of 2022. The 85,390 individual Chapter 13 filings in the first half of 2023 represented a 23% increase over the 69,367 filings during the same period in 2022. All chapters increased in June compared to June 2022, with 37,700 total bankruptcy filings representing an increase of 17% from the 32,198 filed in 2022. Total commercial filings were up 12% from 1,891. Total Individual filings were up 18% from 30,307. "The growth in filings is reflective of more families and businesses facing surging debt loads due to rising interest rates, inflation and increased borrowing costs," Amy Quackenboss, executive director of the American Bankruptcy Institute, said. "Bankruptcy provides a shield to the economic challenges being experienced by financially struggling individuals and companies." The substantial year-over-year increase in Subchapter V elections reflects statutory developments that took place last year. The Bankruptcy Threshold Adjustment and Technical Corrections Act was quickly enacted in June 2022 to restore the debt eligibility limit for small businesses back to $7.5 million while also increasing the debt limit for individual Chapter 13 filings to $2.75 million and removing the distinction between secured and unsecured debt for that calculation. The increased eligibility limits for both Subchapter V and Chapter 13 were currently set to sunset on June 21, 2024. The ABI formed a Subchapter V task force to study small business reorganization and make recommendations in a report to be released in April 2024. Epiq and the ABI will host an abiLIVE webinar at 2 p.m. EDT on July 12 featuring experts providing insights on 2023 filing trends. Deirdre O'Connor, managing director for corporate restructuring at Epiq, will serve as the moderator with speakers including Morin, Chris Ward (president-elect of the ABI and bankruptcy and restructuring chair at Polsinelli) and the ABI's Ed Flynn. [*] Cravedi, Barreiro Join Horvath & Tremblay as Senior VPs ----------------------------------------------------------- Dennis Cravedi and Christian Barreiro join Horvath & Tremblay as Senior Vice Presidents, launching a new office in Bethesda, Maryland and bringing with them an impressive track record within the multifamily investment sales space. The duo has extensive experience representing sellers and buyers of investment properties throughout the Washington D.C. Metro Area and have received multiple awards highlighting their success in the industry. Messrs. Cravedi and Barreiro, previously First Vice Presidents Investments at a national brokerage, specialize in the acquisition and disposition of multifamily assets and boast an accomplished history of successful transactions. Their multifamily focus and deep understanding of the market afford them the skills and insights needed to collaborate with investors in navigating the intricacies of the D.C. Metropolitan Area and the unique scenarios it offers, including properties with condo conversion potential, distressed assets, bankruptcy sales, asset repositioning, capital markets, development sites, TOPA, and Rent Control. "Christian and I are excited about the opportunity to partner together and build upon our 18 years of combined experience in the DC-metro multifamily arena by joining Horvath & Tremblay," said Cravedi. "The firm's platform and overall philosophy, coupled with our passion to best serve our clients, will provide what we know will be a unique value to the market." This will be the second office for Horvath & Tremblay in the DC Metro in addition to the firm's Arlington, Virginia office. The new location is part of an overall strategic growth plan for the company and follows the successful opening of the firm's New York City office earlier this year. Horvath & Tremblay is headquartered in Boston, MA and has a total of twelve offices across the United States. About Horvath & Tremblay Horvath & Tremblay -- http://www.horvathtremblay.com/-- is one of the most active and successful Investment Real Estate Brokerage firms in the United States. The company's advisors specialize in the sale of single tenant net-lease, multi-tenant retail, apartment and mixed-use properties, and have market pacing experience successfully structuring sale lease-back programs, portfolio dispositions, and 1031 exchanges. The firm is dedicated to being the preferred source of information and expertise in the marketplace for private investors, developers, institutions, and industry professionals. [*] Frandzel Partner Michael Gomez Named LA Times Legal Visionary ----------------------------------------------------------------- Frandzel Robins Bloom & Csato, L.C., on July 5, 2023, disclosed that Michael Gomez has been recognized as a "Legal Visionary" in Los Angeles Times' third annual Business of Law Magazine. "Southern California continues to maintain its status as a center for thought leaders and power brokers in the legal space. With so many superb law firms in the region, to be named as a standout attorney in what is surely one of the most impressive regional fields in the industry is quite an achievement," states the publisher. Mr. Gomez focuses his practice in the areas of bankruptcy, debtor and creditor rights, commercial litigation, and business litigation; debt workout negotiations, restructuring and documentation of commercial lending transactions, and personal property and real estate-secured credits. He has represented various entities, including debtors, creditors' committees, hedge funds, indenture trustees, equipment lessors, receivers, landlords, bankruptcy trustees, judgment creditors, private lenders, and institutional lenders in out-of-court workouts, federal and state court litigation, and chapters 7, 11, 12, and 13 bankruptcy cases. Mr. Gomez routinely moderates and speaks at educational presentations before clients and trade groups concerning bankruptcy, enforcing judgments, financing distressed borrowers, and agricultural lending issues. Among his achievements, he has successfully resolved multiple workouts with and without court assistance. Mr. Frandzel offers legal counsel and litigation services to financial institutions and businesses. [*] Malcolm Montgomery Joins O'Melveny's NY Real Estate Practice ---------------------------------------------------------------- O'Melveny on July 5, 2023, disclosed that top real estate finance lawyer Malcolm K. Montgomery has joined the firm's New York office as a partner in its Project Development & Real Estate Practice Group. His arrival further expands O'Melveny's real estate finance capabilities during a time when client demand for sophisticated real estate counsel has never been higher. Recognized by Chambers USA and The Legal 500 US as a premier real estate finance lawyer, Mr. Montgomery offers extensive lender-side advice to some of the most active participants in the real estate finance market. His work spans the full range of real estate matters, from domestic and cross-border investment and finance to leveraged lending and bank finance for public and private REITs and other real estate companies. Mr. Montgomery has advised on financings involving assets and currencies in multiple countries, including multi-property secured loans, mezzanine financings, term and construction financings, subscription and debt portfolio financings, hotel and resort financings, and mortgage loans. He also has deep experience handling workouts and restructurings of real estate assets and companies, particularly in down-cycle markets. Mr. Montgomery, who began his legal career at O'Melveny as a summer associate before advancing to partner in the firm's New York office, is returning to O'Melveny from Shearman & Sterling, where he served as the Global Head of the Real Estate Practice; Co-Head of the REIT Group; and Co-Head of the Hospitality, Leisure & Gaming Group. Mr. Montgomery's return to O'Melveny accelerates the strategic growth of the firm's Real Estate team. With his arrival, four lateral real estate partners have joined O'Melveny since 2020, bolstering the breadth and depth of the practice and extending the firm's offerings for both corporate and institutional investor clients. "Malcolm is a terrific lawyer and perennially rated as one of the nation's best real estate finance practitioners," said O'Melveny chair Bradley J. Butwin. "Our clients will benefit immediately from his deep experience, and his lender-side real estate finance skills will integrate perfectly with our major bank relationships. We are delighted to welcome Malcolm back home to O'Melveny." "This is a homecoming for me in every sense, and I couldn't be more excited to rejoin the incredible firm where I began my career 35 years ago," said Montgomery. "O'Melveny has a world-class platform, a collaborative culture, and an industry-leading reputation for providing top-notch client service. I'm thrilled to help expand the firm's Real Estate team and work alongside such a collegial and talented group." Mr. Montgomery's arrival further strengthens O'Melveny's East Coast presence. He is the 14th lateral partner -- and fourth corporate partner -- to join the firm's New York or Washington, DC offices in the past year. Mr. Montgomery is a Fellow of the American College of Real Estate Lawyers. He earned his J.D. from New York University School of Law and his A.B. from Princeton University. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***