/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230731.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, July 31, 2023, Vol. 27, No. 211 Headlines 104 POWER LIMITED: Case Summary & Two Unsecured Creditors 1618 17TH PLACE: Seeks to Tap McNamee Hosea as Bankruptcy Counsel 1716 R STREET: Amends MainStreet Bank Claim Against LeRae Towers 1716 R STREET: Amends Sandy Spring Bank Claim Against 4649 Hillside 1716 R STREET: Amends Unsecureds & Federal National Secured Claim 1716 R STREET: Fannie Mae Says Lauravin Disclosures Inadequate 1716 R STREET: Updates WCP Fund's Claim Against 1616 27th Street 225 BOWERY: Taps Keen-Summit Capital Partners as Marketing Agent 2408 W. KENNEDY: Responds to Chapter 7 Trustee Objection to Plan 2CM LLC: Seeks to Hire Adam Law Group PA as Counsel 3333 ALPHARETTA: Gets OK to Hire CBRE Inc. as Real Estate Broker 5280 AURARIA: Unsecureds to Get Share of Net Sale Proceeds 65 PHIPPS AVE: Hires Berger Fischoff Wexler as Counsel 856 GREENE: Seeks to Hire North Point Real Estate Group as Broker ACADEMIA DE DESARROLLO: Court Confirms Chapter 11 Subchapter V Plan ACASTI PHARMA: Regains Compliance With Nasdaq Bid Price Rule ADAMIS PHARMACEUTICALS: To Sell Real Property, Other Assets for $2M AJC MEDICAL: Case Summary & Eight Unsecured Creditors ALIGHT INC: Moody's Assigns 'Ba3' CFR, Outlook Negative AMC ENTERTAINMENT: $2B Bank Debt Trades at 22% Discount ANYWHERE REAL: Moody's Rates New 2nd Lien Notes Due 2030 'Ba3' API HOLDINGS III: $245M Bank Debt Trades at 33% Discount APPHARVEST PRODUCTS: Unsecureds Will Get 0% in Liquidating Plan APPLE COMMUTER: Taps Morrison Tenenbaum as Legal Counsel ARIZONA PARTSMASTER: Involuntary Chapter 11 Case Summary ASPIRA WOMEN'S: Suspends Stock Offering Under Cantor Sales Pact ATHENA MEDICAL: Trustee Hires Keegan Linscott as Accountant ATLANTIC RADIO: Wins Cash Collateral Access Thru Aug 9 ATLAS LITHIUM: Secures US$10M Investment to Advance Lithium Project AULT ALLIANCE: Closes on $8.8M Senior Secured Debt Financing AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece BANYAN CAY: Colombino Says Plan Omit's Note Claim BENEFYTT TECHNOLOGIES: Unsecureds to Recover 0% in Joint Plan BIOSTAGE INC: All Four Proposals Passed at Annual Meeting BIOSTAGE INC: Changes Name Back to Harvard Apparatus Regenerative BODY TEK: Court Approves Disclosure and Confirms Plan BRON MEDIA: Covid-19, Liquidity Issues Cue CCAA Filing BRONZE EQUITY: Charles Persing Named Subchapter V Trustee BROW BAR INC: Taps Blackwell, Burke & Ramsey as Legal Counsel CAMECO TECHNOLOGIES: UST Notes of Discrepancy in Admin. Claims CANDY CLUB: Case Summary & 30 Largest Unsecured Creditors CEL-SCI CORP: Grosses $5 Million From Public Stock Offering CENPORTS COMMERCE: Unsecureds Will Get 1% of Claims over 5 Years CHINAH USA: Seeks Cash Collateral Access CHRISTONE DISTRIBUTION: Unsecureds to Get Nothing in Plan CROWN FINANCE: $3.33B Bank Debt Trades at 74% Discount CROWN FINANCE: $650M Bank Debt Trades at 74% Discount CROWN FINANCE: EUR607.6M Bank Debt Trades at 74% Discount CSTN MERGER: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative CYXTERA DC: $815M Bank Debt Trades at 46% Discount DENT TECH: Seeks 120-Day Extension of Plan Approval Deadline DENT TECH: Unsecureds Owed $117K to Get 20% Dividend DGS REALTY: Seeks to Continue Using Cash Collateral Thru Oct 31 DISH NETWORK: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative EAGLE PROPERTIES: Gets Court Approval to Hire Brokers EAST CHESTNUT: Secured Creditor Schedules Aug. 14 Auction ENERGY ACQUISITION: $115M Bank Debt Trades at 22% Discount EXACTECH INC: $235M Bank Debt Trades at 58% Discount FINTHRIVE SOFTWARE: $1.44B Bank Debt Trades at 16% Discount FITNESS FACTORY: Gets OK to Hire David P. Leibowitz as Counsel FITNESS FACTORY: Gets OK to Hire Kathy Gilbert as Accountant FLEXSYS HOLDINGS: S&P Assigns 'B' ICR, Outlook Negative G.D. III INC: Affiliate Taps CPA & Associates as Tax Advisor GATOR COURIER: Hires Toni Campbell Parker as Counsel GIBSON BRANDS: $300M Bank Debt Trades at 16% Discount GULFPORT ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable HATCH & CO: Files Emergency Bid to Use Cash Collateral HAWKEYE ENTERPRISES: Stephen Coffin Named Subchapter V Trustee HIGHPEAK ENERGY: Moody's Withdraws 'B2' Corporate Family Rating HOLDINGS MANAGEMENT: Unsecureds Will Get 2% in Subchapter V Plan HTG MOLECULAR: Taps Lewis Roca Rothgerber as Co-Counsel HTG MOLECULAR: Taps John C. Smith Law Offices as Counsel HTG MOLECULAR: Taps Rosner Law Group as Delaware Counsel ILARI AUTO SERVICE: Taps Goldberg Simpson as Legal Counsel INNOVATE CORP: CEO Wayne Barr Passes Away; Interim CEO Appointed INSPIREMD INC: Appoints Amir Kohen as Interim CFO IRREGULAR MIKES: Unsecureds Will Get 25% of Claims in 5 Years ITTELLA INTERNATIONAL: Gets OK to Hire Cutsheet, Appoint CRO ITTELLA INTERNATIONAL: Taps Stretto as Claims and Noticing Agent IVANTI SOFTWARE: $1.75B Bank Debt Trades at 16% Discount JETASAP LLC: Case Summary & Five Unsecured Creditors KJ TRADE: Amends Circle Industrial Claim Details LABRUZZO WOODLANDS: Case Summary & Eight Unsecured Creditors LORDSTOWN MOTORS: Gets OK to Hire White & Case as Lead Counsel LORDSTOWN MOTORS: Gets OK to Tap Jefferies LLC as Investment Banker LORDSTOWN MOTORS: Gets OK to Tap Kurtzman as Administrative Advisor LORDSTOWN MOTORS: Gets OK to Tap Silverman as Restructuring Advisor LORDSTOWN MOTORS: Taps Richards Layton & Finger as Co-Counsel LUCKY BUCKS: Seeks to Tap M3 Advisory Partners as Financial Advisor LUNYA COMPANY: Taps Pashman Stein Walder Hayden as Legal Counsel MAISON ROYALE: Seeks to Hire Lugenbuhl Wheaton as Legal Counsel MANCUSO MOTORSPORTS: Wins Cash Collateral Access Thru Sept 26 MATEO ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors MEDICAL CONSTRUCTION: Unsecureds Will Get 2.6% of Claims in 4 Years MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Aug 31 MERCY HOSPITAL: Moody's Lowers Rating on Revenue Bond to Caa3 MEZCLA ONE: Voluntary Chapter 11 Case Summary MID-KANSAS REAL ESTATE: Seeks Interim Cash Collateral Access MISEN INC: Timothy Nelson Named Subchapter V Trustee MLN US HOLDCO: $1.12B Bank Debt Trades at 81% Discount MLN US HOLDCO: $576M Bank Debt Trades at 63% Discount MODERN MEN: Gets OK to Hire Hunter's Realty as Real Estate Broker MOUNTAIN EXPRESS: Seeks to Extend Plan Exclusivity to November 14 MOUNTAIN EXPRESS: Taps Akerman LLP as Special Counsel MULEHOUSE GROUP: Seeks to Tap Dunham Hildebrand as Legal Counsel NATIONAL MENTOR: $165M Bank Debt Trades at 21% Discount NEW AMI I: Moody's Lowers CFR & Secured First Lien Term Loan to B3 NEW VISION: Court OKs Interim Cash Collateral Access NEYOWS OF ATLANTA: Wins Cash Collateral Access on Final Basis NJ ECONOMIC: Moody's Alters Outlook on 'B1' Bonds Rating to Stable NORTHWEST FOUNDATION: Case Summary & One Unsecured Creditor ONLINE EDUGO: Susan Seflin Named Subchapter V Trustee OPEN COURT SPORTS: Case Summary & Five Unsecured Creditors PASO DEL NORTE: Seeks A 60-Day Extension to Plan Exclusivity PGX HOLDINGS: Taps Landis Rath & Cobb as Conflicts Counsel PLASTIQ INC: Committee Gets OK to Hire DLA Piper as Legal Counsel PLASTIQ INC: Committee Taps Dundon Advisers as Financial Advisor PLUTO ACQUISITION I: $873.4M Bank Debt Trades at 17% Discount POLARIS OPERATING: Case Summary & 30 Largest Unsecured Creditors PROFESSIONAL DIVERSITY: CEO Has $250K Salary Under New Contract QUEST SOFTWARE: $2.81B Bank Debt Trades at 18% Discount R&LS INVESTMENTS: Douglas Flahaut Named Subchapter V Trustee RAIN CARBON: Moody's Rates New $450MM 2nd Lien Secured Notes 'B3' RC HOME SHOWCASE: Lender's Motion to Prohibit Cash Access Moot REDSTONE BUYER: Fitch Affirms 'B-' IDR & Alters Outlook to Stable REEVES FARM: Files Amendment to Disclosure Statement RELIABLE CASTINGS: Files Emergency to Use Cash Collateral REVOLVE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors RICE ENTERPRISES: Exclusivity Period Extended to September 11 ROCKHAVEN FINANCIAL: James LaMontagne Named Subchapter V Trustee SAIBABA HOTELS: Continued Operations to Fund Plan SAM'S PLACE: Court OKs Cash Collateral Access Thru Oct 27 SATURNO DESIGN: Wins Cash Collateral Access on Final Basis SEAWORLD PARKS: Moody's Hikes CFR to 'Ba3', Outlook Stable SHUTTERFLY LLC: Moody's Withdraws Caa3 Rating on First Lien Loan SINCLAIR TELEVISION: $750M Bank Debt Trades at 26% Discount STRUDEL HOLDINGS: Case Summary & 17 Unsecured Creditors SUPPLY CHAIN WAREHOUSES: Court OKs Cash Access on Final Basis TABULA RASA: Court OKs Interim Cash Collateral Access TANNER CONSTRUCTION: Wins Cash Collateral Access on Final Basis THORCO INC: Business Income & Asset Sale Proceeds to Fund Plan THRASIO LLC: $740M Bank Debt Trades at 19% Discount TOPBUILD CORP: S&P Affirms 'BB+' ICR on SPI Acquisition TRUGREEN LP: $275M Bank Debt Trades at 40% Discount US RENAL: $1.60B Bank Debt Trades at 50% Discount US RENAL: $225M Bank Debt Trades at 49% Discount VECTRA CO: $140M Bank Debt Trades at 45% Discount WICKAPOGUE 1 LLC: Property Sale Proceeds to Fund Plan WILLIAMS INDUSTRIAL: DIP Loans from PNC, EICF Win Interim OK WILLIAMS INDUSTRIAL: July 31 Deadline Set for Panel Questionnaires WILLIAMS INDUSTRIAL: Names Ed Gavin as CRO WILLIAMS INDUSTRIAL: Won't Appeal NYSE Delisting WOOF HOLDINGS: Moody's Rates New $138.5MM Incremental Loan 'B3' YC RIVERGOLD: Wins Continued Cash Collateral Access ZAYO GROUP: EUR750M Bank Debt Trades at 28% Discount ZIP MAILING: Wins Continued Cash Collateral Access Thru Aug 31 [^] BOND PRICING: For the Week from July 24 to 28, 2023 ********* 104 POWER LIMITED: Case Summary & Two Unsecured Creditors --------------------------------------------------------- Debtor: 104 Power Limited Partnership MFC Power Limited Partnership c/o Sangra Moller LLP Suite 1000-925 West Georgia St Vancouver, BC V6C 3L Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court District of Massachusetts Case No.: 23-11201 Debtor's Counsel: Richard Pedone, Esq. NIXON PEABODY LLP 53 State St Boston, MA 02109-2820 Tel: (617) 345-1000 Email: rpedone@nixonpeabody.com Total Assets: $0 Total Liabilities: C$28,071,909 The petition was signed by Samuel Morrow as chief transformation officer. 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/VR57VFA/104_Power_Limited_Partnership__mabke-23-11201__0001.0.pdf?mcid=tGE4TAMA 1618 17TH PLACE: Seeks to Tap McNamee Hosea as Bankruptcy Counsel ----------------------------------------------------------------- 1618 17th Place Flats, LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ McNamee Hosea, PA as its bankruptcy counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties in the operation of its business and management of its property; (b) prepare legal papers; (c) assist the Debtor in the process of selling its property or the confirmation of a plan and approval of a disclosure statement; (d) assist the Debtor with other legal matters; and (e) perform all other legal services. McNamee Hosea received a retainer of $50,000 from the Debtor. Justin Fasano, Esq., an attorney at McNamee Hosea, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, PA 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Telephone: (301) 441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1618 17th Place Flats 1618 17th Street Flats, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns the real property located at 1618 17th St SE, Washington DC 20020. The property is pledged to WCP Fund I LLC as servicer for SF NU, LLC via two liens in the asserted amount of well over $1 million. WCP Fund filed an involuntary petition against 1618 17th Street Flats (Bankr. D.D.C. 23-00167) on June 26, 2023. Since the petition date, 1618 17th Street Flats has continued to operate as a debtor-in-possession subject to the supervision of the bankruptcy court and the U.S. Trustee's Office in accordance with the Bankruptcy Code. The petitioning creditor is represented by Maurice Belmont VerStandig, Esq., at The Verstandig Law Firm, LLC. 1618 17th Street Flats tapped Janet M. Nesse, Esq., and Justin P. Fasano, Esq., at McNamee Hosea, P.A. as bankruptcy attorneys. 1716 R STREET: Amends MainStreet Bank Claim Against LeRae Towers ---------------------------------------------------------------- The Lerae Towers, LLC, and Lerae Towers II, LLC, affiliates of 1716 R Street Flats LLC, submitted a Disclosure Statement with respect to Third Amended Joint Plan of Reorganization dated July 24, 2023. The Plan proposes the reduction of WCP's lien on the 537 Property to $325,000, with an unsecured claim in the amount of $3 million, which is subject to a $2.5 million discount if paid within three years. The Plan proposes to sell the 1241 Property to WCP in exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees (the "1241 WCP Reserve"). Class 1A consists of the Secured Claim of MainStreet Bank against The LeRae Towers, LLC. Between the date of the entry of the Confirmation Order and the closing of the LeRae Refinance, interest shall continue to accrue on the MainStreet Bank Allowed Secured Claim at the interest rate of 4.8% per annum. On the 8th day of each month for the three-month period after the date of the entry of the Confirmation Order, the debtor The Lerae Towers, LLC shall remit to MainStreet Bank with respect to its Allowed Secured Claim monthly payments each in the amount of $5,481.80. On the 8th day of each month for the six-month period following the three-month period, the debtor The Lerae Towers, LLC shall remit to MainStreet Bank with respect to its Allowed Secured Claim monthly payments each in the amount of $8,078.91. Finally, on the 8th day of each month for the three-month period following the six-month period referenced in the preceding sentence, the debtor The Lerae Towers, LLC shall remit to MainStreet Bank with respect to its Allowed Secured Claim monthly payments each in the amount of $11,500.00. If any of the monthly payments referenced above are not timely made by The Lerae Towers, LLC to MainStreet Bank and remain unpaid 15 days after notice of the default is e-mailed to counsel for The Lerae Towers, LLC, MainStreet Bank shall have the absolute, unconditional right to complete a foreclosure of the 537 Property and pursue any other rights or available claims under the MainStreet loan documents without regard to any injunction, decree, or stay, automatic or otherwise, in this or any subsequent bankruptcy case. Upon the closing of the LeRae Refinance, the obligations of the debtor The Lerae Towers, LLC to make the monthly payments referenced in the preceding paragraph shall cease. Upon the closing of the LeRae Refinance, in full and complete satisfaction of its Allowed Secured Claim, MainStreet Bank shall be paid all amounts due from the Debtor at closing, up to the amount of its Allowed Secured Claim. MainStreet Bank shall retain its Liens pending payment of its Allowed Class 1A Claim. The Class 1A Claim is an impaired claim. The Holder of the Allowed Class 1A Claim is entitled to vote to accept or reject the Plan. The Third Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 1C consists of the Unsecured Claims against The LeRae Towers, LLC. On the Distribution Date, The LeRae Towers, LLC shall pay any amounts left over from the LeRae Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. Class 1C Claims are impaired. Holders of Allowed Class 1C Claims are entitled to vote to accept or reject the Plan. * Class 2C consists of the Unsecured Claims against LeRae Towers II, LLC. On the Distribution Date, LeRae Towers II, LLC shall pay any amounts left over from the LeRae II Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 2C Claim is impaired. Holders of Allowed Class 2C Claims are entitled to vote to accept or reject the Plan. * Holders of Class 3 Interests shall retain their interests under the Plan. Holders of Class 3 Interests will not receive any payments unless and until all Holders of Allowed Class 1 and Class 2 Claims are paid in full. Class 3 Interests are unimpaired under the Plan. The Holders of Class 3 Interests are not entitled to vote to accept or reject the Plan. To generate sufficient funds to assist in consummating this Plan, the LeRae Towers, LLC will refinance its secured debt to MainStreet Bank and WCP Fund I LLC as Servicer for SF NU, LLC within 1 year of entry of the Confirmation Order (the "LeRae Refinance"). The proceeds shall first be used to pay off MainStreet Bank, and then to pay closing costs and US Trustee fees. Debtor The Lerae Towers, LLC, will utilize its best efforts to secure the closing of the LeRae Refinance as quickly as possible after the date of the entry of the Confirmation Order and will provide to MainStreet Bank on the 1st day of each month after the date of the entry of the Confirmation Order written status updates with respect to the LeRae Refinance. In full and complete satisfaction of the Allowed Secured Claim of the WCP Entities against LeRae Towers II, LLC, at a time of WCP Fund I LLC's choosing, after seven days notice, LeRae Towers II, LLC shall convey the 1241 Property to WCP Fund I LLC or any other entity to which WCP Fund I directs that LeRae Towers II, LLC makes such transfer. WCP Fund I LLC shall be responsible for all costs of effectuating such transfer, including payment of all required taxes, provided such transfer shall be regarded as one made pursuant to a confirmed plan of reorganization and the Debtors shall undertake all best efforts to ensure such transfer be regarded as exempt from tax pursuant to the allowances of the Bankruptcy Code. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=Kg6Fgw from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 1716 R STREET: Amends Sandy Spring Bank Claim Against 4649 Hillside ------------------------------------------------------------------- 4220 Ninth Street Flats LLC and 4649 Hillside Road Flats LLC, affiliates of 1716 R Street Flats LLC, submitted a Disclosure Statement with respect to Second Amended Joint Plan of Reorganization dated July 24, 2023. The Plan proposes the sale of the 4649 Property within one year. The Plan proposes to sell the 4220 Property to WCP in exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees (the "4220 WCP Reserve"). Class 1A consists of the Secured Claim of Sandy Spring Bank against 4649 Hillside Road Flats LLC. Upon the closing of the 4649 Sale, in full and complete satisfaction of its Allowed Secured Claim, Sandy Spring Bank shall be paid all amounts paid to the Debtor at closing, net of costs of sale, including realtors commissions and US Trustee fees, up to the amount of its Allowed Secured Claim. Sandy Spring Bank shall retain its Liens pending payment of its Allowed Class 1A Claim. The Class 1A Claim is an impaired claim. The Holder of the Allowed Class 1A Claim is entitled to vote to accept or reject the Plan. Beginning thirty days after the Effective Date, 4649 Hillside Road Flats, LLC shall commence making monthly payments of 3563.54 to Sandy Spring Bank. If any of the monthly payments referenced above are not timely made by 4649 Hillside Road Flats, LLC to Sandy Spring Bank and remain unpaid 15 days after notice of the default is emailed to counsel for 4649 Hillside Road Flats, LLC, Sandy Spring Bank shall have the absolute, unconditional right to complete a foreclosure of the 4649 Property and pursue any other rights or available claims under the Sandy Spring loan documents without regard to any injunction, decree, or stay, automatic or otherwise, in this or any subsequent bankruptcy case. Sandy Spring Bank shall retain its Liens pending payment of its Allowed Class 1A Claim. The Class 1A Claim is an impaired claim. The Holder of the Allowed Class 1A Claim is entitled to vote to accept or reject the Plan. The Second Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 1C consists of the Unsecured Claims against 4649 Hillside Road Flats LLC. On the Distribution Date, 4649 Hillside Road Flats LLC shall pay any amounts left over from the 4649 Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 1C Claim is impaired. Holders of Allowed Class 1C Claims are entitled to vote to accept or reject the Plan. * Class 2C consists of Unsecured Claims against 4220 Ninth Street Flats LLC. On the Distribution Date, 4220 Ninth Street Flats LLC shall pay any amounts left over from the 4220 Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 2C Claim is impaired. Holders of Allowed Class 2C Claims are entitled to vote to accept or reject the Plan. * Holders of Class 3 Interests shall retain their interests under the Plan. Holders of Class 3 Interests will not receive any payments unless and until all Holders of Allowed Class 1 and Class 2 Claims are paid in full. Class 3 Interests are unimpaired under the Plan. The Holders of Class 3 Interests are not entitled to vote to accept or reject the Plan. To generate sufficient funds to assist in consummating this Plan, 4649 Hillside Road Flats LLC will select the Buyer within 300 days of entry of the Confirmation Order and sell the 4649 Property within 365 days of entry of the Confirmation Order (the "4649 Sale"). The 4649 Property consists of 5 units, one of which needs substantial renovations before it can be rented. Within 120 days of the Effective Date, the 4649 Debtor shall complete such renovations. Within 30 days of the Effective Date, the 4649 Debtor shall begin legal proceedings to evict a non-paying tenant. 4220 Ninth Street Flats LLC shall convey the 4220 Property to WCP Fund I LLC or any other entity to which WCP Fund I LLC directs that 4220 Ninth Street Flats LLC makes such transfer. WCP Fund I LLC shall be responsible for all costs of effectuating such transfer, including payment of all required taxes. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=0Lhqay from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 1716 R STREET: Amends Unsecureds & Federal National Secured Claim ----------------------------------------------------------------- 1609 17th Place Flats LLC and The Lauravin Luxury Apartment Homes III L.L.C., affiliates of 1716 R Street Flats LLC, submitted a Disclosure Statement with respect to Second Amended Joint Plan of Reorganization dated July 24, 2023. The Plan proposes the refinance of the Lauravin Property within 120 days of the entry of the Confirmation Order. The Plan proposes to sell the 1609 Property to WCP in exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees (the "1609 WCP Reserve"). Class 1A consists of the Secured Claim of Federal National Mortgage Association against The Lauravin Luxury Apartment Homes III L.L.C. In full and complete satisfaction of its Allowed Secured Claim, Federal National Mortgage Association shall be paid all amounts due upon closing on the Lauravin Refinance. If the Debtor is not able to timely implement the Lauravin Refinance, the Debtor shall cure and reinstate all monetary defaults owed to Federal National Mortgage Association within 180 days of entry of the Confirmation Order. Federal National Mortgage Association shall retain its Liens pending payment of its Allowed Class 1A Claim. The Class 1A Claim is an impaired claim. The Holder of the Allowed Class 1A Claim is entitled to vote to accept or reject the Plan. Until Federal National Mortgage Association's claim is satisfied, The Lauravin Luxury Apartment Homes III L.L.C., and its managing member Richard Cunningham, shall ensure that real estate taxes and insurance premiums associated with the Lauravin Property are timely paid. Class 1C consists of the Unsecured Claims against The Lauravin Luxury Apartment Homes III L.L.C. On the Distribution Date, The Lauravin Luxury Apartment Homes III L.L.C. shall pay any amounts left over from the Lauravin Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. The Class 1C Claim is impaired. Holders of Allowed Class 1C Claims are entitled to vote to accept or reject the Plan. The Lauravin Luxury Apartment Homes III L.L.C.'s schedules do not identify any claims held by general unsecured creditors that are liquidated, noncontingent, and undisputed, except the undersecured claim of the WCP Fund Entity. The only proofs of claim filed in The Lauravin Luxury Apartment Homes III L.L.C.'s bankruptcy are the claims filed by: (i) Fannie Mae; (ii) WCP Fund I LLC, which filed Claim No. 4 in the amount of $1,049,756 in connection with a loan made in 2021 and subject to a Purchase Money Deed of Trust dated April 19, 2021 and recorded in the DC Recorder of Deeds on April 22, 2021; (iii) a claim filed by the Internal Revenue Service in the amount of $21,583.75 and listed as nonpriority and unsecured; and (iv) a claim filed DC Water and Sewer Authority in the amount of $2,419 and filed as an unsecured priority claim. Like in the prior iteration of the Plan, 1609 17th Place Flats LLC shall pay any amounts left over from the 1909 Reserve after payment of Administrative and Priority Tax Claims, to holders of Class 2C Unsecured Claims against 1609 17th Place Flats LLC in full and complete satisfaction of General Unsecured Claims. Holders of Class 3 Interests shall retain their interests under the Plan. Holders of Class 3 Interests will not receive any payments unless and until all Holders of Allowed Class 1 and Class 2 Claims are paid in full. Class 3 Interests are unimpaired under the Plan. The Holders of Class 3 Interests are not entitled to vote to accept or reject the Plan. To generate sufficient funds to assist in consummating this Plan, The Lauravin Luxury Apartment Homes III L.L.C. will refinance its debt to Federal National Mortgage Association within 120 days of entry of the Confirmation Order (the "Lauravin Refinance"). At any time of WCP Fund I's choosing, 1609 17th Place Flats LLC shall convey the 1609 Property to WCP Fund I LLC or any other entity to which WCP Fund I directs that 1609 17th Place Flats LLC makes such transfer. WCP Fund I LLC shall be responsible for all costs of effectuating such transfer, including payment of all required taxes and any required US Trustee fees. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=MuMoyA from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 1716 R STREET: Fannie Mae Says Lauravin Disclosures Inadequate --------------------------------------------------------------- Federal National Mortgage Association ("Fannie Mae"), a secured creditor and interested party, objects to the Disclosure Statement of debtor 1716 R Street Flats LLC with respect to 1609 17th Place Flats LLC and the Lauravin Luxury Apartment Homes III L.L.C.'s Amended Joint Plan of Reorganization. Fannie Mae only objects to the Disclosure Statement with respect to the Lauravin Luxury Apartment Homes III L.L.C., and submits that the Disclosure Statement should not be approved because it lacks adequate information. Although Fannie Mae does not contend that each of the Metrocraft factors must be applied, the Disclosure Statement clearly omits entire categories of information that are relevant to creditors and relies largely on the Debtor's own belief and opinions rather than actual financial information or other objective data. As a result, it fails to provide adequate information for creditors to evaluate the Plan. Fannie Mae says at a minimum, in order to provide adequate information within the meaning of 11 U.S.C. Section 1125(a), the following information should be detailed in the Disclosure Statement: (a) Current Status of the Property (Factor No. 6). The Disclosure Statement does not address the condition and performance of the Debtor while in Chapter 11. It does not contain any information regarding the status of the repair work at the Property, the amount of remaining work to be done at the Property, the anticipated cost to complete such remaining work, the source of funding for such payments, or a projected date upon which the Property will be suitable for rental to tenants. This information is highly relevant to the ability of this single-asset Debtor to fund the Plan either through operations or a refinance. (b) Value of the Property (Factor No. 2). The Disclosure Statement does not include a statement as to the value of the Property, either in its current form or if the repairs are completed. Nor does the Disclosure Statement identify the amount of any loan that the Debtor anticipates obtaining to refinance the indebtedness to Fannie Mae and to fund the Plan. This information is necessary for creditors to evaluate the Plan. (c) Administrative Expenses (Factor No. 12). The Disclosure Statement does not identify the estimated amount of administrative expenses such as legal fees, broker commissions, appraisers, or other professional expenses. As such, the Disclosure Statement does not provide adequate information. In addition, the Disclosure Statement does not state how the Debtor will pay administrative expense claims on the Effective Date, which also renders the Disclosure Statement inadequate. (d) Financial Information (Factor No. 14). The Plan does not contain any discussion of financial performance, valuations, pro forma projections or other financial information that would be relevant to a creditor's determination of whether to accept or reject the Plan. (e) Adequate Protection (Factor No. 15). The Disclosure Statement does not contain any information regarding how the Debtor will make adequate protection payments to Fannie Mae to protect Fannie Mae from the deterioration in any equity cushion that it may have in the more than six months it may take to effectuate the Plan. Similarly, the Disclosure Statement does not contain any information regarding any source of funding for the Debtor to maintain insurance on the Property and to pay real estate taxes when due in September 2023. As such, the Disclosure Statement fails to provide information relevant to the risks to creditors if the Plan is confirmed. (f) Retained Causes of Action (Factor No. 16). Although the Disclosure Statement provides that the Debtor retains causes of action (Section VII.B), the Disclosure Statement does not contain any discussion of potential causes of action or identify any potential causes of action. The Debtor should disclose the amount of recoveries, if any, that it projects may be realized from avoidance actions. (g) Claims Against the Estate (Factor No. 7). The Disclosure Statement does not provide information regarding the claims against the estate, such as how the Debtor has only a handful of creditors and how that affects the Plan. (h) Exculpation. The Disclosure Statement provides that "the Debtors and their professionals, representatives, successors and assigns" will be exculpated from any liability from certain conduct as set forth in Section VI.G. The Disclosure Statement does not identify which "representatives" would receive this protection, nor does it state the basis for the exculpation for such unnamed persons. (i) Feasibility Analysis. The feasibility analysis, which consists solely of a statement that the Debtor has had discussions with brokers and believes that the Plan is feasible, is entirely inadequate. The Debtor should be required to (i) identify the brokers and the date of such discussions (ii) disclose the content of such discussions, including the terms of any loans that were discussed, (iii) explain the basis for the Debtor's belief that the Plan is feasible. (j) Liquidation Analysis (Factor No. 8). The liquidation analysis in the Disclosure Statement provides only that the Debtor does not believe that creditors would receive more in a Chapter 7 than they would under the Plan. The Disclosure Statement does not identify the projected return to any class of creditors under Chapter 7 or Chapter 11. To the extent that the return would be the same, it may favor relief from the stay or conversion at this stage in order to reduce administrative expenses. As noted above, reliance upon the Debtor's subjective belief is not sufficient. The Debtor should be required to amend the Disclosure Statement to provide further information about the various scenarios. Counsel for Federal National Mortgage Association: J. David Folds, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC 901 K Street NW, Suite 900 Washington, D.C. 20001 Tel: (202) 508-3441 Fax: (202) 220-2241 E-mail: dfolds@bakerdonelson.com About 1716 R Street Flats 1716 R Street Flats, LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 1716 R STREET: Updates WCP Fund's Claim Against 1616 27th Street ---------------------------------------------------------------- The Washingtonian L.L.C. and 1616 27th Street Flats L.L.C., affiliates of 1716 R Street Flats LLC, submitted a Disclosure Statement with respect to First Amended Joint Plan of Reorganization dated July 24, 2023. The Plan proposes the refinance of the 1616 Property with Forbright within 120 days of confirmation. The Plan proposes to sell the 319 Property to WCP in exchange for a $5,250.00 reserve, plus $250 in U.S. Trustee fees (the "319 WCP Reserve"). Class 1B consists of the Secured Claim of The WCP Fund Entity against 1616 27th Street Flats L.L.C. The Debtors shall execute a new unsecured promissory note in favor of WCP Fund I LLC, in the amount of $3,000,000.00 (the "Unsecured Debtor Note"). The Unsecured Debtor Note shall accrue interest at the rate of 2% per annum, compounded annually, and shall be payable in full not later than the first day of the 61st month after its making. If paid in full on or before the first day of the 37th month after its making, the Unsecured Debtor Note shall be payable in a discounted sum equal to the full amount then due and owing thereunder less the sum of $2,500,000.00. To the extent any Debtor Affiliate (i) successfully confirms a plan of reorganization in the United States Bankruptcy Court for the District of Columbia, on or before the date of making of the Unsecured Debtor Note; (ii) incurs an obligation comparable to the Unsecured Debtor Note, in sum and payment terms, pursuant to such confirmed plan of reorganization; (iii) incurs said obligation to WCP Fund I LLC; and (iv) secures the vote of WCP Fund I LLC in favor of confirmation of such Debtor Affiliate's subject plan of reorganization; then said Debtor Affiliate – or any combination of Debtor Affiliates – may co-sign the Unsecured Debtor Note, and thereby create a singular joint obligation to WCP Fund I LLC, in lieu of creating a multiplicity of comparable obligations to WCP Fund I LLC. On the third business day after the Effective Date, any lien of the WCP Fund Entity on the 1616 Property shall be deemed released and the WCP Fund Entity shall file a certificate of satisfaction to that effect. The provisions of this Section II(B)(b) shall be in full and complete satisfaction of WCP Fund I LLC's Allowed Secured Claim against 1616 27th Street Flats L.L.C. The Amended Plan does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 1C consists of the Unsecured Claims against 1616 27th Street Flats L.L.C. On the Distribution Date, 1616 27th Street Flats L.L.C. shall pay any amounts left over from the 1616 Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. * Class 2C consists of the Unsecured Claims against The Washingtonian L.L.C. On the Distribution Date, The Washingtonian L.L.C. shall pay any amounts left over from the Washingtonian Reserve after payment of Administrative and Priority Tax Claims, to holders of General Unsecured Claims in full and complete satisfaction of General Unsecured Claims. * Holders of Class 3 Interests shall retain their interests under the Plan. Holders of Class 3 Interests will not receive any payments unless and until all Holders of Allowed Class 1 and Class 2 Claims are paid in full. Class 3 Interests are unimpaired under the Plan. To generate sufficient funds to assist in consummating this Plan, 1616 27th Street Flats L.L.C. will refinance its debt to Forbright Bank within 90 days of entry of the Confirmation Order (the "1616 Refinance"). At any time of the WCP Fund I Entity's choosing, The Washingtonian L.L.C. shall convey the 319 Property to The WCP Fund Entity or any other entity to which the WCP Fund I Entity directs that The Washingtonian L.L.C. makes such transfer. The WCP Fund Entity shall be responsible for all costs of effectuating such transfer, including payment of all required taxes and any required US Trustee fees. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=7WaTCb from PacerMonitor.com at no charge. Counsel for the Debtors: Janet M. Nesse, Esq. Justin P. Fasano, Esq. McNamee Hosea, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: 301-441-2420 Email: jnesse@mhlawyers.com jfasano@mhlawyers.com About 1716 R Street Flats 1716 R Street Flats, LLC, and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00017) on Jan. 16, 2023. In the petition signed by Richard Cunningham, managing member, 1716 R Street Flats disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. McNamee Hosea, PA, is the Debtor's legal counsel. 225 BOWERY: Taps Keen-Summit Capital Partners as Marketing Agent ---------------------------------------------------------------- 225 Bowery, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Keen-Summit Capital Partners, LLC. The Debtor requires a marketing agent and broker to: a. review pertinent documents and consult with the Debtor's counsel, as appropriate; b. coordinate with the Debtor the development of due diligence materials, the cost of which shall be the Debtor's sole responsibility; c. develop, subject to the Debtor's review and approval, a marketing plan and implement each facet of the marketing plan; d. communicate regularly with prospects and maintain records of communications; e. solicit offers for a transaction; f. assist the Debtor in evaluating, structuring, negotiating and implementing the terms and conditions of a proposed transaction; g. if an auction is to be run, develop and implement, subject to the Debtor's review and approval, an auction plan, including arranging auction logistics, assisting the Debtor's counsel with auction bid procedures, assisting the Debtor to qualify bidders, and running the auction; h. communicate regularly with the Debtor and its professional advisors in connection with the status of the Debtor's efforts; and i. work with the Debtor's attorneys responsible for the implementation of the proposed transactions, reviewing documents, negotiating and assisting in resolving problems which may arise. The firm will be compensated as follows: a. Engagement Fee. On the effective date the Debtor shall pay Keen-Summit a nonrefundable advisory and consulting fee of $100,000, which fee shall be subject to set off against Keen-Summit's "transaction fee". b. Transaction Fee. As and when the Debtor closes a transaction, whether such transaction is completed individually or as part of a package, a plan of reorganization or a sale of all or a portion of the Debtor's real property, then Keen-Summit shall have earned compensation per transaction equal to 2 percent of gross proceeds from the transaction. c. Minimum Fee. Should the Debtor withdraw its property from sale, cancel the sale to proceed with a restructuring, sell the property as part of a credit-bid or other conclusion to the bankruptcy process where Keen-Summit has not earned a transaction fee, Keen-Summit shall be due and payable, within five business days of such event, an additional fee of $300,000. Matthew Bordwin, a managing director at Keen-Summit, 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 Bordwin Keen-Summit Capital Partners, LLC 1 Huntington Quadrangle, Suite 2C04 Melville, NY 11747 Telephone: (646) 381-9202 Email: mbordwin@keen-summit.com About 225 Bowery 225 Bowery, LLC is a New York-based company operating in the traveler accommodation industry. 225 Bowery sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on Jan. 24, 2023. In the petition signed by its chief restructuring officer, Nat Wasserstein, the Debtor reported $50 million to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP represent the Debtor as legal counsel while Nat Wasserstein of Lindenwood Associates, LLC serves as the Debtor's chief restructuring officer. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York, LLP. 2408 W. KENNEDY: Responds to Chapter 7 Trustee Objection to Plan ---------------------------------------------------------------- Debtor 2408 Kennedy LLC responds to the objection to the confirmation of Debtor's Revised Second Amended Chapter 11 Plan of Reorganization filed by Angela Welch, in her capacity as Chapter 7 Trustee of the Bankruptcy Estate of Tampa Hyde Park Cafe Properties. The Debtor filed a brief response to the Objection filed by Angela Welch ("Trustee") and will not respond to the majority of the factual assertions contained therein because they are simply not relevant. These assertions relate mainly to facts, events and relationships in the Trustee's case, In re Tampa Hyde Park Café Properties, LLC, case no.: 8:23-bk-00448-CED ("Properties Case"). The only relevant fact alleged by the Trustee is that the estate in the Properties Case holds an administrative expense claim ("Properties Claim") in this case in the approximate amount of $199,000. The Debtor acknowledges this is true. Therefore, the only issue relative to the Objection is the proper treatment of the Properties Claim under Subchapter V of Chapter 11 of the Bankruptcy Code. The Debtor proposes to pay unsecured administrative expense claims awarded under 11 U.S.C. Section 503(b) pursuant to Bankruptcy Code Section 1191(e) over the 5-year life of the Plan. This is clearly allowable. These Orders are final and non-appealable and collaterally estop any contrary assertion or argument. Therefore, there is not a question that the Properties Claim is governed by Section 1191(e) and may be paid over the 5-year term of the Plan, as are all unsecured administrative expense claims, including the administrative expense claim of the Debtor's undersigned counsel. Bankruptcy Courts throughout the country have allowed this. Except to the extent the holder of a particular Claim agrees to a different treatment, the Confirmed Plan specifies that Administrative Expense Claims (including professional compensation) and Priority Tax Claims shall be paid as mandated by sections 1129(a)(9) and 1191(e) (except to the extent that a holder agrees otherwise). Id at 12. The Bankruptcy Court for the District of Utah confirmed a plan with the following language: Payments for Services, Costs and Expenses - section 1129(a)(4). Pursuant to section 2.1 of the Plan, all fees and expenses of Professionals incurred through and including the Effective Date will be subject to the Court's approval, and will be paid through distributions under the Plan, as authorized by section 1191(e) (unless otherwise [*10] agreed by the Debtor and the holder of such Administrative Expense Claim). The Trustee has indicated that the Trustee objects to this treatment of the Properties Claim because the treatment discriminates unfairly and is not fair and equitable with respect to a class of claims, because the IRS and the law firm of Jennis Morse Etlinger ("JME") are receiving a substantial downpayment against their claims from proceeds of a loan against the liquor license owned by the Debtor. However, the Trustee fails to recognize that the claims of the IRS and JME are demonstrably different and distinguishable from unsecured administrative expense claims like the Properties Claim and undersigned counsel's administrative expense claim. Both the IRS and JME have agreed to waive these liens if a confirmation order is entered and the above-described down payments are made. For these reasons, it is clear the enhanced treatment the IRS and JME claims does discriminate unfairly. If necessary, the Debtor can create a separate class of unsecured administrative claims. Attorney for the Debtor: Leon A. Williamson, Jr., Esq. WILLIAMSON LAW FIRM 306 South Plant Avenue, Suite B Tampa, FL 33606 Telephone: (813) 253-3109 Facsimile: (813) 315-6849 E-mail: Leon@LwilliamsonLaw.com About 2408 W. Kennedy Tampa, Fla.-based 2408 W. Kennedy, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-02578) on May 18, 2021. Christopher Scott, managing member, signed the petition. At the time of the filing, the Debtor disclosed total assets of up to $10 million and total liabilities of up to $1 million. Judge Michael G. Williamson oversees the case. David Jennis, PA, doing business as Jennis Morse Etlinger, serves as the Debtor's legal counsel. The Debtor also tapped Ferrell & Company, P.A. and Oscher Consulting, P.A. as its accountants. 2CM LLC: Seeks to Hire Adam Law Group PA as Counsel --------------------------------------------------- 2CM, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Adam Law Group, PA as counsel. The firm will render these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee’s Operating Guidelines and Reporting Requirements and with the Local Rules of this Court; c. prepare motions, pleadings, orders, applications, disclosure statements, plans of reorganization, commence adversary proceedings, and prepare other such legal documents necessary in the administration of this case; d. protect the interest of the Debtor in all matters pending before the Court; and e. represent the Debtor in negotiations with its creditors and in preparation of the disclosure statement and plan of reorganization. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas C. Adam, Esq., a partner of Adam Law Group, PA, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas C. Adam, Esq. Adam Law Group, PA 2258 Riverside Avenue Jacksonville, FL 32204 Telephone: (904) 329-7249 Email: tadam@adamlawgroup.com About 2CM, LLC 2CM, LLC is a Florida corporation based in Jacksonville that sells pet supplies both online and at its brick-and-mortar store. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01569) on July 5, 2023, with as much as $500,000 in both assets and liabilities. Howland Russell, owner, signed the petition. Judge Jason A. Burgess oversees the case. Thomas Adam, Esq., represents the Debtor as legal counsel. 3333 ALPHARETTA: Gets OK to Hire CBRE Inc. as Real Estate Broker ---------------------------------------------------------------- 3333 Alpharetta Lifehope 10 Acre Land, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ CBRE, Inc. as real estate broker. The Debtor needs a broker to market and sell its real property located at 3333 Old Milton Parkway, Alpharetta, Fulton County, Georgia. CBRE will earn a fixed commission of $50,000 due upon execution of the listing agreement and an additional $600,000 to be paid from the sale proceeds upon the closing of a sale transaction pursuant to the sale motion. Lee Asher, vice chairman at CBRE, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lee Asher CBRE, Inc. 3550 Lenox Road NE, Suite 2300 Atlanta, GA 30326 Telephone: (404) 504-7900 Email: lee.asher@cbre.com About 3333 Alpharetta Lifehope 10 Acre Land 3333 Alpharetta Lifehope 10 Acre Land, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-57594) on Sept. 23, 2022. In the petition signed by its designated manager, Scott C. Honan, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Lisa Ritchey Craig oversees the case. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's legal counsel. 5280 AURARIA: Unsecureds to Get Share of Net Sale Proceeds ---------------------------------------------------------- 5280 Auraria, LLC, submitted an Amended Disclosure Statement to accompany its Second Amended Plan of Reorganization. The Debtor's Plan provides for the continued operations of its student housing business postconfirmation until a refinancing event or a sale occurs of the principal asset of the Debtor, the Auraria Student Lofts, under Chapter 11 of the Bankruptcy Code. Pursuant to the Plan, once the Debtor's assets have been liquidated or the Debtor has refinanced, the Debtor shall distribute the net proceeds to creditors in conformity with the Bankruptcy Code. The Debtor owns certain real property located at 1051 14th Street, Denver, Colorado 80202 and 1405 Curtis Street, Denver, Colorado 80202 (the "Real Property," also known as the "Auraria Student Lofts"). The Auraria Student Lofts provides off-campus student housing apartments near the University of Colorado -- Denver, Metropolitan State University, Denver Community College, and the University of Denver. The Property has 125 rental units with 438 beds, occupying 153,860 square feet in downtown Denver. The Debtor filed its original plan with the Court on Oct. 17, 2022 and then filed the first amended plan on March 27, 2023. The Debtor filed the current Plan on June 16, 2023. The Plan provides for the continued, post-confirmation operation of the principal asset of the Debtor, i.e., the Real Property, under Chapter 11 of the Bankruptcy Code unless a sale of the Real Property takes place. The Plan contemplates that the Debtor's current management remains in place post-confirmation and that Mr. Nelson and his team at Nelson Partners will continue to operate the Real Property and oversee any sale process. Pursuant to the Plan, once the Real Property has been liquidated or the Debtor has refinanced, the Debtor shall distribute funds to creditors in conformity with the Bankruptcy Code. The Plan is a relatively simple Chapter 11 plan of reorganization. Under the Plan, Class 3 consists of General Unsecured Claims in an amount greater than $1,500 that do not elect to be treated as a Convenience Claim and impaired: (a) The holders of Allowed Unsecured Claims in Class 3 will receive their Pro Rata share of Net Sale Proceeds upon the closing of the Sale in accordance with the Waterfall Recovery specified in Section 4.04 of the Plan (subject to the provisions for Disputed Claims set forth in Section 4.05 of the Plan). The foregoing payments shall be in full and final satisfaction, compromise, settlement, release, and discharge of the Class 3 claimant's Allowed Claim. (b) In the event the Real Property is not sold and the Debtor refinances, the Debtor must pay 50% of the Allowed General Unsecured Claims by the Payment Deadline. (c) The Auraria Stub Secured Claim is treated as an Allowed General Unsecured Claim under the Plan. (d) For the avoidance of doubt, a Class 3 claimant will not receive a greater amount under this Plan than the amount of its Allowed Claim. Upon the Effective Date, the Estate's Assets shall vest with the reorganized Debtor. The the reorganized Debtor shall operate the Real Property consistent with the Debtor's practices during Chapter 11 case. Nelson Partners retains an equity interest in the reorganized Debtor, subject to the provisions in this Plan. Unless the Court provides for a different priority in the Confirmation Order, all Net Sale Proceeds (less any account minimum required by the bank where the account is maintained), and subject to provisions for Disputed Claims provided herein, shall be allocated and paid to the applicable holders of Claims from time to time in the following priority (the "Waterfall Recovery"), in each case on a Pro Rata basis: (i) first, any property tax claims or other claims secured by a lien provided by statute having a higher priority than recorded deeds of trust; (ii) second, to the holder of Class 1.a Claim in the amount of the Allowed Secured Claim plus any unpaid interest accrued after the Effective Date; (iii) third, to the holder of the Class 1.b Claim in the amount of the Allowed Secured Claim plus any unpaid interest accrued after the Effective Date; (iv) fourth, to the holder of Class 1.c Claim in the amount of the Allowed Secured Claim plus any unpaid interest accrued after the Effective Date; (v) fifth, to holders of Allowed Administrative Claims and the holder of the DIP Loan Claim; (vi) sixth, to holders of Class 3 Claims; (vii) seventh, to the extent any Net Sale Proceeds are remaining, they shall be paid to the holder of the Class 5 Equity Interest Claim. Attorneys for the Debtor: Michael J. Pankow, Esq. Amalia Sax-Bolder, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 675 15th Street, Suite 2900 Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mail: mpankow@bhfs.com asax-bolder@bhfs.com A copy of the Amended Disclosure Statement dated July 19, 2023, is available at https://tinyurl.ph/hLURQ from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP, is the Debtor's counsel. 65 PHIPPS AVE: Hires Berger Fischoff Wexler as Counsel ------------------------------------------------------ 65 Phipps Ave, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Berger, Fischoff, Shumer, Wexler & Goodman, LLP as its legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business and property; b. representing the Debtor at court hearings on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. other legal services necessary to administer the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Partners $550 to $635 per hour Associates $400 to $475 per hour Paralegals $185 per hour Berger Fischoff will be paid a retainer of $7,500, plus $1,738 for the filing fee. Heath S. Berger, Esq., a partner at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. Berger Fischoff Shumer Wexler & Goodman LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Phone: 800-806-1136 Email: hberger@bfslawfirm.com About 65 Phipps Ave, LLC 65 Phipps Ave, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-71905) on May 30, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Heath S. Berger, Esq., Berger Fischoff Shumer Wexler & Goodman LLP. 856 GREENE: Seeks to Hire North Point Real Estate Group as Broker ----------------------------------------------------------------- 856 Greene Avenue Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ North Point Real Estate Group to assist in the sale of its real property located at 856 Greene Ave., Brooklyn, N.Y. The broker will receive a commission of 6 percent of the property's gross sale proceeds. North Point Real Estate Group is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The broker can be reached at: North Point Real Estate Group 688 Main Street, Suite 3 Westbrook, ME 04092 Telephone: (207) 887-9543 About 856 Greene Avenue Properties 856 Greene Avenue Properties LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41636) on May 10, 2023. In the petition signed by Nathan Wagschal, manager, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley LLP serves as the Debtor's counsel. ACADEMIA DE DESARROLLO: Court Confirms Chapter 11 Subchapter V Plan ------------------------------------------------------------------- Judge Enrique S. Lamoutte has entered an order confirming Academia De Desarrollo Integral Cristiano Inc.'s Chapter 11 Subchapter V Plan dated December 8, 2022. Academia de Desarrollo Integral Cristiano Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization for Small Business dated December 8, 2022. The Debtor is a corporation that was chartered on November 4, 2005. Debtor's principal asset is a parcel of land with improvements in which Debtor operates a school and provides education services to students. The property is encumbered with a mortgage lien in favor of First Bank of Puerto Rico. The sole stockholder of the Debtor is Mrs. Maria I. Romero Nieves who has over 29 years of experience in the education service in Puerto Rico and is in charge of supervising and implementing all business strategies for the operation of the business. This Plan of Reorganization proposes to pay creditors of the Debtor from the cash flow generated through the normal operation of Debtor's business and with the private funds collected by various of members of the Debtor's President's family. Non-priority unsecured creditors holding allowed claims will receive distributions in the aggregate amount of $5,000 during the total five years of the life of the plan which are to be paid pro rata among all allowed claimants under this Class through monthly instalments. This Plan also provides for the payment of administrative and priority claims. Class 1 shall consist of that secured portion of Claim No. 1 filed by First Bank Puerto Rico in the total amount of $292,907. On the effective date, Debtor proffers for First Bank to retain its lien unaltered and for its claim to be repaid in the secured amount of $255,000.00, through monthly installments in the amount of $2,221.32, calculated at a fixed annual interest rate of 6.5% through an amortization of 15 years. The monthly payments shall be made in the first 5 days of every given month, after the effective date. In addition, the Debtor will maintain the property properly insured and pay all real property taxes related with the property. Any amount of Firstbank's claim over the secured portion detailed herein, will be considered a general unsecured claim sharing distribution within Class 2. Class 2 shall consist of all General Unsecured creditors. On the effective date of the plan allowed and for five additional years claimants shall receive from the Debtor a sum payment from the ongoing operation in the aggregate amount of $5,000 during the total five years of the life of the plan which are to be paid pro rata among all allowed claimants under this Class through monthly instalments. Class 3 shall consist of the interest held by Mrs. MarÃa I. Romero Nieves as the sole equity security interest holder. The equity holders will continue to manage and administer the reorganization endeavors of the Debtor. The Security Holder will retain their interest on the reorganized entity. The Security Holder will receive no other distribution through the Plan. The Debtor will have sufficient funds to pay the plan and continue with the operations of its business. As a starting point in terms of funding, Debtor's officer Maria Romero has ensured through personal resources, to have available around $120,000 for the funding of this proceeding since the voluntary petition and for the plan while reorganizations strategies are implemented. This source of funding will be in a form of unsecured loan which repayment would be subject to the completion of the plan payments. This funding will provide for the payment of professionals related to the bankruptcy proceeding, the payment of a specialized consultant in the education industry and, the repayment of Firstbank's secured loan for a period of at least 3 years or until Debtor's operations themselves provide for such payment, while Debtor moves to reorganize, implements all strategies, and focuses all efforts on increasing the income of Debtor's business. A full-text copy of the Plan of Reorganization dated Dec. 8, 2022, is available at https://bit.ly/3uXH6i0 from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Alexis A. Betancourt Vincenty, Esq. Lugo Mender Group, LLC 100 Carr. 165, Suite 501 Guaynabo, PR 00968-8052 Telephone: (787) 707-0404 Facsimile: (787) 707-0412 Email: a_betancourt@lugomender.com About Academia de Desarrollo Integral Cristiano Academia de Desarrollo Integral Cristiano Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02689) on Sept. 9, 2022, with up to $1 million in both assets and liabilities. Alexis A. Betancourt Vincenty, Esq., at Lugo Mender Group, LLC serves as the Debtor's counsel. ACASTI PHARMA: Regains Compliance With Nasdaq Bid Price Rule ------------------------------------------------------------ Acasti Pharma Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on July 24, 2023, it received written notice from The Nasdaq Stock Market LLC notifying the Company that it had regained compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The Notification Letter was sent following the implementation of a one-for-six reverse split of the Company's common shares, which became effective on July 10, 2023. About Acasti Pharma Acasti Pharma Inc. -- http://www.acastipharma.com-- is a late-stage specialty pharma company with drug delivery capability and technologies addressing rare and orphan diseases. Acasti's novel drug delivery technologies have the potential to improve the performance of currently marketed drugs by achieving faster onset of action, enhanced efficacy, reduced side effects, and more convenient drug delivery -- all which could help to increase treatment compliance and improve patient outcomes. Acasti Pharma reported a net loss and comprehensive loss of $42.43 million for the year ended March 31, 2023, a net loss and comprehensive loss of $9.82 million for the year ended March 31, 2022, a net loss and comprehensive loss of $19.68 million for the year ended March 31, 2021, and a net loss and comprehensive loss of $25.51 million for the year ended March 31, 2020. ADAMIS PHARMACEUTICALS: To Sell Real Property, Other Assets for $2M ------------------------------------------------------------------- Adamis Pharmaceuticals Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a purchase and sale agreement to sell the building and real property located in Conway, Arkansas, formerly utilized by the Company's discontinued compounding pharmacy business, to FarmaKeio Pharmacy Network, LLC, a Texas limited liability company. The Company also entered into a related agreement to sell to the Purchaser certain personal property assets and equipment located at the building and real property as well as certain related intellectual property assets. The total aggregate consideration for the real property and other assets is $2,000,000, before estimated commissions, fees and closing costs of approximately $232,700. The closing of the transaction is subject to satisfaction of a number of customary closing conditions, and is expected to be completed in the near future. The Agreement includes a number customary provisions addressing matters such as title and title insurance, closing deliverables, representations and warranties of the Company and the Purchaser, survival of the Company's representations and warranties for a period of time after the closing, indemnification by the Company of the Purchaser for breach of the Company's representations, warranties and covenants in the Agreement and relating to the property, liability limitations, and other matters. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation (NASDAQ: ADMP) -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including allergy, opioid overdose, respiratory and inflammatory disease. Adamis reported a net loss applicable to common stock of $26.48 million for the year ended Dec. 31, 2022, compared to a net loss applicable to common stock of $45.83 million for the year ended Dec. 31, 2021. San Diego, California-based BDO USA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AJC MEDICAL: Case Summary & Eight Unsecured Creditors ----------------------------------------------------- Debtor: AJC Medical, PLLC 1611 Jones Franklin Rd. Suite 105 Raleigh, NC 27606 Business Description: AJC Medical specializes in laser technology used for various cosmetic concerns, unwanted hair, spider veins, and nail fungus. Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 23-02119 Judge: Hon. Pamela W Mcafee Debtor's Counsel: Kathleen O'Malley, Esq. STEVENS MARTIN VAUGHN & TADYCH, PLLC 2225 W Millbrook Road Raleigh NC 27612 Tel: (919) 582-2300 Email: komalley@smvt.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Indira Velasquez as MD. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WQZA4KI/AJC_Medical_PLLC__ncebke-23-02119__0001.0.pdf?mcid=tGE4TAMA ALIGHT INC: Moody's Assigns 'Ba3' CFR, Outlook Negative ------------------------------------------------------- Moody's Investors Service affirmed the existing Ba3 instrument ratings on the first-lien senior secured credit facilities issued by Tempo Acquisition, LLC, including a $300 million revolving facility due 2026, an approximately $2.5 billion term loan due 2028 and $300 million of 5.75% senior secured notes due 2025. Moody's also assigned a Ba3 corporate family rating and a Ba3-PD probability of default rating to Alight, Inc. ("Alight", "the company"), and withdrew Tempo Acquisition, LLC's Ba3 CFR and Ba3-PD PDR ratings. Alight, Inc. is the parent company, an Illinois-based leading provider of outsourced healthcare and retirement benefits administration services and human resources technology solutions. The speculative grade liquidity rating remains SGL-1. The outlook has been changed to negative from stable driven by recent performance of the company. Whilst Alight has been able to grow revenue over the past few years as it added clients and has undertaken initiatives to improve profit margins, leverage has remained elevated with debt to EBITDA at 5.9x as of the end of March 2023, which Moody's expects to remain above 5.0x this year. Moody's also expects free cash flow to debt to remain below 10% over the next 12 to 18 months, which is a weak level for Ba3 rated companies. Assignments: Issuer: Alight, Inc. Corporate Family Rating, Assigned Ba3 Probability of Default Rating, Assigned Ba3-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Affirmations: Issuer: Tempo Acquisition, LLC Senior Secured 1st Lien Bank Credit Facility, Affirmed Ba3 Senior Secured Regular Bond/Debenture, Affirmed Ba3 Withdrawals: Issuer: Tempo Acquisition, LLC Corporate Family Rating, Withdrawn, previously rated Ba3 Probability of Default Rating, Withdrawn, previously rated Ba3-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Outlook Actions: Issuer: Alight, Inc. Outlook, Assigned Negative Issuer: Tempo Acquisition, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Alight's ratings are supported by its leading market position in the outsourced employee benefits administration industry, Moody's expectations for continued revenue growth and a reduction of financial leverage through 2024. Moody's expects the company to achieve and maintain revenue growth in the mid-single digit area over the next 18 months, which will be underpinned by a new pricing strategy and new client wins. Alight is also focused on improving profit margins that will be driven by an increasing proportion of revenue from business process as a service ("BPaaS") contracts, which typically has higher margins than non-BPaaaS contracts. In addition, the company has announced a transformation program, which management expects will reduce ongoing technology spend. Additionally, the amount of stock-based compensation, which Moody's considers as an ongoing expense and does not give credit for in the calculation of EBITDA, is likely to decline supporting improved profit margins. These efforts together should lead to Moody's-adjusted debt-to-EBITDA financial leverage of around 5.3x by year-end 2023 and potentially further reductions in 2024. Further supporting the ratings is the company's long-term contract-driven revenue model, and a $3.2 billion revenue base supported by a large and diverse customers base. Its employee-benefits services constitute critical, embedded functions within customers' operations. The ratings are pressured by elevated debt leverage of 5.9x as of the end of 1Q 2023 that is high when compared to other Ba3 rated companies and moderate growth presented by Alight's mature markets. Margins have also been under pressure over the past few years as the company invested in operations to increase sales. The negative outlook reflects Moody's expectations for debt-to-EBITDA leverage to remain above 5.0x as of the end of this year and for free cash flow to debt in the mid-single digit range, which is low for this rating level. The outlook also assumes a mid-single-digit percentage revenue gains this year and no debt funded acquisitions or distributions. In addition, there is execution risk related to the margin improvement strategies that includes new pricing and benefits expected from restructuring and productivity programs. The outlook could be changed to stable if the company demonstrates it is making good progress towards increasing profit margins, cash flow and reducing leverage. Moody's views Alight's liquidity as very good supported by a cash balance of $239 million as of the end of 1Q 2023 and good free cash flow for the next 12 to 18 months. Moody's expects free cash flow to be over $100 million this year, corresponding to free cash flow to debt of around 3%. Moody's also estimates that free cash flow to debt will improve to around 6% in 2024. Liquidity is also supported by a $300 million revolver credit facility that is currently undrawn. Moody's does not expect Alight to draw on the revolver over the next 12 to 18 months given its solid cash flow generation and cash balance. As a result of these factors the speculative grade liquidity is SGL-1. The ratings assigned to the individual debt instruments reflect the probability of default rating of Ba3-PD and the loss given default assessments for each instrument. The Ba3 ratings assigned to the senior secured first-lien revolving credit facility expiring 2026, the senior secured first-lien term loan due in 2028 and $300 million senior secured notes are the same as the Ba3 CFR. The instrument ratings reflect the facilities' representing the preponderance of debt claims in Moody's hierarchy of claims at default. The facilities are secured by all assets of the borrower and guaranteed on a secured basis by its parent (Tempo Intermediate Holding Company II, LLC) and all existing and future domestic subsidiaries. Tempo Acquisition, LLC is the borrower of the facilities and is an indirect wholly owned subsidiary of publicly traded entity (and issuer of financial statements) Alight, Inc. Tempo Intermediate Holding Company II, LLC is the ultimate parent company. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that a ratings upgrade is unlikely over the next 12-18 months. However, the ratings could be upgraded if revenue growth is sustained in the mid-single-digit percentages, leverage moderates with debt-to-EBITDA below 3x on a sustained basis, Alight establishes a track record of conservative financial policies, and if the company maintains free cash flow as a percentage of debt in the upper-teens digits. The ratings could be downgraded if Moody's expects revenue growth to be flat, free cash flow falls below 10% relative to total debt, or if Moody's expects total debt-to-EBITDA will remain above 5x for an extended period. Lincolnshire, IL-headquartered Alight, Inc. is a leading provider of outsourced healthcare and retirement benefits administration services and human resources technology solutions. In May 2017, affiliates of the Blackstone Group acquired Tempo from Aon PLC. After a mid-2021 SPAC transaction, private equity investors continue to have a large (approximately 35%) minority position in Alight (NYSE: ALIT). Moody's expects the company to generate 2023 revenue of $3.25 billion. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. AMC ENTERTAINMENT: $2B Bank Debt Trades at 22% Discount ------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 78.1 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.92 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. ANYWHERE REAL: Moody's Rates New 2nd Lien Notes Due 2030 'Ba3' -------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Anywhere Real Estate Group LLC's proposed senior secured second lien notes due 2030. Moody's also affirmed Anywhere's corporate family rating at B1, probability of default rating at B1-PD and senior secured first lien bank credit facilities at Ba1. The senior unsecured notes due 2029 and 2030 were downgraded to B3 from B2 and the speculative grade liquidity rating was downgraded to SGL-2 from SGL-1. The outlook remains negative. Yesterday, Anywhere announced an agreement to exchange approximately $273 million face value of its 5.75% and 5.25% senior unsecured notes due 2029 and 2030 (respectively) for approximately $218 million of new 7% senior secured second lien notes due 2030, at an exchange rate of $0.80. The company also initiated an exchange offer for up to an additional $527 million of unsecured 2029 and 2030 notes for the second lien notes at an exchange rate of $0.78 plus a $0.02 premium. Moody's considers the proposed exchange a positive credit development as it will reduce debt by up to $160 million and slightly extend Anywhere's maturity profile (to the extent that it reduces the proportion of 2029 to 2030 notes) while leaving the company's cash interest expense burden only modestly higher. RATINGS RATIONALE The affirmation of the B1 CFR reflects Moody's expectations for debt to EBITDA that exceeded 10.0 times for the twelve months ended June 30, 2023, to decline back below 6.0 times over the next 12 to 18 months, driven by cost reduction initiatives already in progress and a bottoming of, and eventual recovery in, the US existing home sales. Likewise, zero free cash flow for the twelve months ended June 30, 2023 is anticipated to recover to over $150 million in 2024, enabling further debt reduction. All financial metrics cited reflect Moody's standard adjustments. Anywhere's financial performance, particularly revenue and profits, are linked to changes in average home sale prices, which have fallen only slightly since 2022, and transaction volumes, which have fallen by mid-20s percentage rates over the last year. Moody's expects weak EBITA to interest expense well below 1.0x as of the LTM ended 30 June 2023 will return to well above 1.5x in 2024, which would remain thin compared to many other services issuers also rated in the B1 category. The company's financial and operating strategies, emphasizing cash generation and cost management, further reinforce the expectation for rapid recovery in debt leverage, interest coverage and other financial strength metrics. The affirmation of the senior secured first lien bank credit facilities at Ba1 reflects its priority position in the capital structure ahead of all other debt. The debt is secured by a first-priority pledge of substantially all of the company's domestic assets (other than excluded entities and excluding accounts receivable pledged for the securitization of the facility) and 65% of the stock of foreign subsidiaries. The Ba1 rating, three notches above the CFR, benefits from loss absorption provided by the substantial amount of junior ranking debt and non-debt obligations. The Ba3 rating assigned to the senior secured second lien notes reflects its junior position with respect to the first lien claims and priority position in the capital structure ahead of the unsecured claims. The debt is secured by a second-priority pledge of substantially all of the company's domestic assets (other than excluded entities and excluding accounts receivable pledged for the securitization of the facility) and 65% of the stock of foreign subsidiaries. The Ba3 rating, one notch above the CFR, benefits from loss absorption provided by the substantial amount of unsecured debt and non-debt obligations. The downgrade of the senior unsecured notes to B3 from B2 reflects the increased proportion of secured to unsecured claims following the exchange. The LGD assessment reflects effective subordination to all the secured debt. The senior unsecured notes are guaranteed by substantially all of the company's domestic assets (other than excluded entities and excluding accounts receivable pledged for the securitization facility) and 65% of the stock of foreign subsidiaries). The unrated 0.25% exchangeable notes due June 2026 are ranked pari passu with Anywhere's rated unsecured notes in Moody's hierarchy of claims at default. The SGL-2 speculative grade liquidity rating reflects Anywhere's good liquidity profile. As of June 30, 2023, Anywhere had a cash balance of over $179 million and $700 million available under the company's $1.1 billion revolving credit facility. Moody's anticipates some free cash flow in 2023. The outstanding $221 million term loan A matures in February 2025 with amortization of around $16 million expected in the next twelve months. Anywhere's cash flow is seasonal, with negative cash flow typically in the 1st fiscal quarter. Moody's expects Anywhere will maintain a comfortable margin below the maximum senior secured net debt to EBITDA (as defined in the facility agreement) financial maintenance covenant applicable to the secured first lien credit facilities. The negative outlook reflects Moody's concern that revenue and profit rate declines anticipated in 2023 could be worse or may endure longer than expected, leading to a prolonged period of elevated financial leverage or deterioration of Anywhere's leading existing home sale brokerage market position or liquidity profile. The outlook could be revised to stable from negative if Moody's anticipates profit and free cash flow growth and debt to EBITDA to fall and remain below 6.0 times and good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the negative outlook, an upgrade is not anticipated over the next 12-18 months. Over the longer term, the ratings could be upgraded if Moody's expects Anywhere will sustain through market cycles: 1) debt to EBITDA below 4.5 times, 2) free cash flow to debt of at least 8%, 3) very good liquidity and 4) balanced financial strategies, including an emphasis upon repaying debt and extending its debt maturity profile. The ratings could be downgraded if Moody's anticipates: 1) debt to EBITDA to remain above 5.5 times, 2) diminished liquidity, or 3) aggressive financial strategies featuring large, debt-financed acquisitions or shareholder returns. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Issuer: Anywhere Real Estate Group LLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Secured First Lien Bank Credit Facility, Affirmed Ba1 Senior Secured Regular Bond/Debenture, Assigned Ba3 Senior Unsecured Regular Bond/Debenture, Downgraded to B3 from B2 Speculative Grade Liquidity Rating, Downgraded to SGL-2 from SGL-1 Outlook, Remains Negative Based in Madison, NJ, Anywhere Real Estate Inc (NYSE: HOUS) provides franchise and brokerage operations as well as national title, settlement, and relocation companies and nationally scaled mortgage origination and underwriting joint ventures. Anywhere's brand portfolio includes Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), Corcoran(R), ERA(R), and Sotheby's International Realty(R). Moody's expects 2023 revenue of over $5.5 billion. API HOLDINGS III: $245M Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which API Holdings III Corp is a borrower were trading in the secondary market around 67.3 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $245 million facility is a Term loan that is scheduled to mature on May 9, 2026. The amount is fully drawn and outstanding. API Holdings III Corp., headquartered in Marlborough, Mass., is a holding company whose main operating subsidiary is API Technologies Corp. The company is a tier three or tier four supplier of radio frequency (RF) and performance components and subsystems for the US aerospace and defense industry. API is majority owned by affiliates of AEA Investors. APPHARVEST PRODUCTS: Unsecureds Will Get 0% in Liquidating Plan --------------------------------------------------------------- AppHarvest Products, LLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for Joint Plan of Liquidation dated July 24, 2023. The Debtors in the Chapter 11 Cases (collectively, "AppHarvest") were founded in 2018 as a sustainable food company in Appalachia, through the development and operation of some of the world’s largest, high-tech indoor farms. AppHarvest has built out four large-scale, high-tech indoor farms, each of which produces domestic, fresh-grown produce for end customers such as national grocers, restaurant chains, and food service distributors. AppHarvest owns three CEA facilities in Morehead, Somerset, and Richmond, Kentucky, and it leases a fourth facility in Berea, Kentucky. The facilities total approximately 165 acres and grow a variety of crops, including tomatoes, leafy greens, strawberries, and cucumbers. The Debtors intend to sell all or substantially all of their assets pursuant to section 363(f) of the Bankruptcy Code prior to confirmation of the Plan. Subsequent to confirmation, the Debtors intend to enter the next phase of these Chapter 11 Cases, which involves the (i) wind-down of the Debtors; and (ii) the liquidation and distribution of the Net Distributable Proceeds, if any. Following extensive, arms'-length negotiations with each of its existing lenders and Mastronardi, the Debtors executed a $2.69 million secured, bridge loan agreement with Equilibrium on July 19, 2023 (the "Bridge Financing"). The Bridge Financing allowed the Debtors an additional week to negotiate necessary debtor-in possession financing and to focus its advisors and employees on creating a smooth transition into chapter 11, including through the negotiation of the RSA with certain of the Debtors' key stakeholders in advance of filing. The parties agreed that upon the commencement of these Chapter 11 Cases, the Debtors would request authority to roll the bridge financing up into the debtor in-possession loan. Over the period provided by the Bridge Financing, the Debtors continued in extensive, arms'-length negotiations with Equilibrium and Mastronardi regarding the terms of a restructuring support agreement (such parties thereto, the "Non-Company Parties"). Under the RSA, the NonCompany Parties are required to vote in favor of the Plan provided, among other conditions, that (a) the Debtors meet certain milestones set forth in the RSA term sheet (the "Milestones"); (b) the Debtors operate in accordance with the approved budget, subject to a permitted variance; and (c) the Non Company Parties have certain consultation rights, including with respect to the sale of the Debtors' assets. The RSA set up a general framework for the implementation of the Plan and the treatment of claims against and interests in Debtors. In sum, the Debtors agreed to build upon the Cowen sale process and Jefferies pre-petition marketing process to run an expedited sale of the three owned facilities, along with all or substantially all of the assets related thereto. Equilibrium agreed to serve as a stalking horse bidder with respect to the AppHarvest Morehead and AppHarvest Richmond facilities. Administrative and priority claims are anticipated to be paid in full from the proceeds of the sale and the Debtors' committed debtor-in-possession financing, and each of the secured lenders will receive either the proceeds from the sale of their respective collateral or, if their credit bid is deemed the highest and best bid, ownership of the property. The Debtors currently do not expect any distributions to general unsecured claims or interests, but intend to continue working with its advisors to aggressively market the assets in the hopes of receiving higher or better bids. Class 6 consists of the General Unsecured Claims against the Debtors. Except as otherwise set forth herein, on the Effective Date, all General Unsecured Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Claims shall not receive any distribution, property, or other value under the Plan on account of such Claims. Class 6 is Impaired. The allowed unsecured claims total $29,720,736. This Class will receive a distribution of 0% of their allowed claims. Class 9 consists of all Existing Equity Interests in the Debtors. On the Effective Date, all Existing Equity Interests shall be canceled, released, and extinguished, and will be of no further force or effect, and Holders of such Existing Equity Interests shall not receive any distribution, property, or other value under the Plan on account of such Interest. Class 10 consists of all Intercompany Interests in the Debtors. On the Effective Date, all Intercompany Interests shall be canceled, released, and extinguished, and will be of no further force or effect, and Holders of such Intercompany Interests shall not receive any distribution, property, or other value under the Plan on account of such Interest. Subject to the provisions of the Plan concerning the Professional Fee Reserve Account and the Wind-Down Budget, the Debtors or the Plan Administrator (as applicable) shall fund distributions under the Plan with the proceeds from the Sale Transaction, the Berea Payment, and the Net Distributable Proceeds, if any. The Debtors shall engage in a process for the sale of all or substantially all of their assets, according to the terms and milestones set forth in the RSA and/or the Restructuring Term Sheet. Consistent with those documents, the Debtors shall seek the approval of the Sale Order, which approves the sale of all or substantially all of the Debtors assets to the Stalking Horse Bidder pursuant to the Stalking Horse APA or, if such higher or better bid is received consistent with the bidding procedures, to the Purchaser pursuant to the highest or best bidder. The Debtors shall complete the Berea Transfer pursuant to the terms of the Berea Term Sheet. Notwithstanding anything to the contrary in the Plan, the Berea Term Sheet and the Final Berea Order shall govern the Berea Transfer in all respects. Following the Effective Date, the Plan Administrator shall wind down the affairs and operations of the Debtors and their Estates including, but not limited to: (i) liquidating the Net Distributable Assets, if any, including through the prosecution of any claims or causes of action of the Debtors preserved herein; and (ii) distributing the Net Distributable Proceeds, if any, according to the Distribution Waterfall. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=1ZX8lf from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: Stephen E. Hessler, Esq. Anthony Grossi, Esq. Patrick Venter, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 E-mail: shessler@sidley.com agrossi@sidley.com pventer@sidley.com - and - Duston McFaul, Esq. Jeri Leigh Miller, Esq. 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 Tel: (713) 495-4500 Fax: (713) 495-7799 E-mail: dmcfaul@sidley.com jeri.miller@sidley.com Matthew D. Cavenaugh, Esq. Vienna Anaya, Esq. Emily Meraia, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 E-mail: vanaya@jw.com emeraia@jw.com About AppHarvest Products AppHarvest Products, LLC, are a sustainable food company founded as a public benefits corporation and based in Appalachia that develop and operate some of the world's largest high-tech indoor farms, all of which use robotics and artificial intelligence to build a reliable, climate-resilient food system. AppHarvest Products, LLC, and its affiliated debtors sought Chapter 11 protection (Bankr. S.D. Tex. Lade Case No. 23-90745) on July 23, 2023, with $609,804,000 in assets and $341,060,000 in liabilities. Gary Broadbent, chief restructuring officer, signed the petitions. Judge David R. Jones oversees the case. The Debtor tapped Sidley Austin LLP as general bankruptcy counsel; and Jackson Walker LLP as local bankruptcy counsel. APPLE COMMUTER: Taps Morrison Tenenbaum as Legal Counsel -------------------------------------------------------- Apple Commuter, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Morrison Tenenbaum, PLLC as legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the management of its estate; b. assisting in any amendments of schedules and other financial disclosures and in the preparation, review or amendment of a disclosure statement and Chapter 11 plan of reorganization; c. negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. preparing legal papers to be filed by the Debtor in its Chapter 11 case; e. appearing before the bankruptcy court; and f. performing all other legal services for the Debtor that may be necessary for an effective reorganization. The firm will charge $595 per hour for Lawrence Morrison, Esq.; $525 per hour for Brian Hufnagel, Esq.; $380 per hour for associates; and $200 per hour for paraprofessionals. In addition, the firm will seek reimbursement for its out-of-pocket expenses. The firm received a retainer from the Debtor in the amount of $10,000. Lawrence Morrison, Esq., a partner at Morrison Tenenbaum, 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: Lawrence F. Morrison, Esq. Morrison Tenenbaum PLLC 87 Walker Street, Second Floor New York, NY 10013 Tel: (212) 620-0938 Fax: (646) 390-5095 Email: lmorrison@m-t-law.com About Apple Commuter Apple Commuter Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41107) on March 31, 2023, with as much as $1 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Debtor is represented by Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC. ARIZONA PARTSMASTER: Involuntary Chapter 11 Case Summary -------------------------------------------------------- Alleged Debtor: Arizona Partsmaster, LLC AZP Multifamily 7125 W. Sherman St. Phoenix, AZ 85043 Business Description: The Debtor provides property maintenance and renovation solutions to the Multifamily industry. Involuntary Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court District of Arizona Case No.: 23-05092 Petitioners' Counsel: Thomas E. Littler, Esq. LITTLER, P.C. 341 W. Secretariat Tempe, AZ 85284 Tel: 480-248-9010 Email: telittler@gmail.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6T3PWWI/Arizona_Partsmaster_LLC__azbke-23-05092__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount Tech Fabric LLC Unsecured Trade Debt $223,635 1530 E. Williams Field Rd Ste 201 Gilbert AZ 85295 Diversitech Corporation, Inc. Unsecured Trade Debt $316,793 3039 Premier Parkway, Ste 600 Duluth GA 30097 Trade Cycle Capital, LLC Unsecured Trade Debt $1,318,520 1075 Crosspoint Blvd. Ste 135 Indianapolis, IN 46256 ASPIRA WOMEN'S: Suspends Stock Offering Under Cantor Sales Pact --------------------------------------------------------------- Aspira Women's Health Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company delivered written notice to Cantor Fitzgerald & Co., that it was suspending the prospectus supplement, dated Feb. 10, 2023, related to the Company's common stock, $0.001 par value per share, issuable pursuant to the terms of the Controlled Equity Offering SM Sales Agreement, dated Feb. 10, 2023, by and between the Company and Cantor. The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Sales Agreement remains in full force and effect. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Aspira Women's reported a net loss of $27.17 million for the year ended Dec. 31, 2022, compared to a net loss of $31.66 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.37 million in total assets, $10.64 million in total liabilities, and $6.73 million in total stockholders' equity. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ATHENA MEDICAL: Trustee Hires Keegan Linscott as Accountant ----------------------------------------------------------- James E. Cross, the Trustee of Athena Medical Group, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Keegan Linscott & Associates, PC as its accountant. The firm's services include: a. preparation and filing of outstanding tax returns; b. review of pending claims by taxing authorities for accuracy and amounts; and c. any other task that may be required and related to the bankruptcy proceedings involving tax liabilities. The firm will be paid at these rates: Director $375 per hour Manager $275 per hour Supervisor $200 per hour Senior $150 per hour Staffs $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher Linscott, a partner at Keegan Linscott & Associates, PC, 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: Christopher Linscott Keegan Linscott & Associates, PC 3443 N Campbell Avenue, Suite 115 Tucson, AZ 85719 Tel: (520) 884-0176 Fax: (520) 884-8767 Email: clinscott@keeganlinscott.com About Athena Medical Group, LLC Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC as special counsels. ATLANTIC RADIO: Wins Cash Collateral Access Thru Aug 9 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Atlantic Radio Telephone, Inc. to use cash collateral on an interim basis in accordance with the budget, through the date of the final hearing set for August 9, 2023 at 9 a.m. As previously reported by the Troubled Company Reporter, the Debtor has a secured line of credit with Popular Bank in the amount of $300,000. The line of credit is secured by a lien on substantially all of the Debtor's assets, as well as a mortgage lien against a building owned by C. Webber Enterprises, Inc., an entity owned by Conrad J. Webber, Sr., and leased to the Debtor. The Debtor also received an economic injury disaster loan, and a loan under the paycheck protection program, with the Small Business Administration. The Debtor is current on the EIDL Loan, and the PPP Loan was forgiven. The Secured Creditors, the SBA and Popular Bank, are granted continuing liens and security interests in the Debtor's property, to protect their interests in the cash collateral. These liens have the same extent, validity, and priority as the pre-petition liens and security interests. As additional adequate protection, the Secured Creditors are granted valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor's presently owned or hereafter acquired property and assets. The Debtor will pay Popular Bank and the SBA post-petition interest at the respective contract (non-default) rates of interest, commencing on August 15, 2023, and each month thereafter. The Debtor's authorization to use the cash collateral will terminate on the earlier of: (i) the expiration of the Interim Period; (ii) by entry of a further order of the Court; or (iii) the occurrence of any of the following: (a) the failure of Debtor to materially comply with the terms and provisions of the Interim Order; provided that the Secured Creditors will notify the Debtor's counsel in writing by telephone facsimile or e-mail of any noncompliance by Debtor with the terms and provisions of the Interim Order, and the Debtor will have three business days from the sending of the notice to cure such noncompliance; (b) any post-petition lien (other than any lien(s) recorded against the property as of the petition date) is recorded against the assets of the bankruptcy estate, except any lien granted on assets of the bankruptcy estate to secure post-petition financing to which lien the Secured Creditors have consented or which has been granted pursuant to an order of the Court; or (c) the appointment of a trustee (excluding a SubV Chapter 11 Trustee) or an examiner, or conversion of the case to a Chapter 7 case. A copy of the order is available at https://urlcurt.com/u?l=mJ1vOm from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=jpgtvA from PacerMonitor.com The Debtor projects total deductions, on a daily basis, as follows: $100,000 for July 24 2023; $5,151 for July 25, 2023; $1,232 for July 26, 2023; $5,500 for July 27, 2023; $2,000 for July 28, 2023; $3,150 for July 29, 2023; $0 for July 30, 2023; and $129,023 for July 31, 2023. About Atlantic Radio Telephone, Inc. Atlantic Radio Telephone, Inc. provides communication and navigation solutions to individuals and organizations who find themselves "off the grid." With locations in Miami and Fort Lauderdale, Florida, Atlantic Radio provides sales, support, installation, integration and repair services to customers located around the world in industries including: maritime, military, first responders, utilities, aviation, education and research, travel and tourism and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15483) on July 13, 2023. In the petition signed by Conrad J. Webber, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Michael D. Seese, Esq., at Seese, P.A., represents the Debtor as legal counsel. ATLAS LITHIUM: Secures US$10M Investment to Advance Lithium Project ------------------------------------------------------------------- Atlas Lithium Corporation announced that it has received an investment of US$10 million for restricted shares of the Company's common stock from four investors with long-dated experience in the lithium industry. One of the investors is Mr. Martin Rowley, recently retired Chairman of Allkem Limited, a well-known lithium company with market capitalization of approximately US$7 billion. The capital raised will be utilized in advancing Atlas Lithium's 100%-owned Neves Project in Brazil's Lithium Valley, a well-regarded mining district for hard-rock lithium. Mr. Rowley has the unique distinction of being instrumental in the creation of two major resource companies. In 1996, Mr. Rowley co-founded First Quantum Minerals Ltd., a copper company which has a current market capitalization of approximately US$18 billion. He recognized early the potential of the lithium sector, and in 2009 become Chairman of Lithium One Inc., which at that stage had secured interests in the Sal de Vida and James Bay hard-rock lithium assets in Australia. Mr. Rowley became Chairman of Galaxy Resources Limited after it merged with Lithium One, adding to its portfolio the well-known Mt. Cattlin spodumene mine in Australia. Mr. Rowley oversaw the operations of Galaxy Resources when it experienced significant growth, ultimately resulting in the successful merger with Orocobre Limited in 2021, which created Allkem Limited. Since the time of his appointment as Chairman of Galaxy Resources, the market capitalization of now Allkem Limited has grown from US$15 million to US$7 billion when he retired as Chairman of Allkem in November 2022. Marc Fogassa, Atlas Lithium's CEO and Chairman, commented, "Mr. Rowley is one of the most distinguished names in the lithium space. Together with the other investors, this remarkable group brings unparalleled experience, industry knowledge, and contacts throughout the lithium supply chain. Atlas Lithium is most fortunate to have earned their interest as we rapidly advance our project." About Atlas Lithium Atlas Lithium Corporations formerly Brazil Minerals, Inc. is focused on advancing and developing its 100%-owned hard-rock lithium project in Brazil's Lithium Valley, a well-known lithium district in the state of Minas Gerais. The Company's exploration mineral rights for lithium cover approximately 308 km2 and are located primarily in Brazil's Lithium Valley. In addition, Atlas Lithium has 100% ownership of mineral rights for other battery and critical metals including nickel (222 km2), rare earths (122 km2), titanium (89 km2), and graphite (56 km2). The Company also owns approximately 45% of Apollo Resources Corp. (private company; iron) and approximately 28% of Jupiter Gold Corp. (OTCQB: JUPGF) (gold and quartzite). Atlas Lithium reported a net loss of $5.66 million in 2022, a net loss of $4.03 million in 2021, a net loss of $1.55 million in 2020, a net loss of $2.08 million in 2019, and a net loss of $1.85 million in 2018. Atlas Lithium stated in its Annual Report on Form 10-K for the year ended Dec. 31, 2022, "Our future short- and long-term capital requirements will depend on several factors, including but not limited to, the rate of our growth, our ability to identify areas for mineral exploration and the economic potential of such areas, the exploration and other drilling campaigns needed to verify and expand our mineral resources, the types of processing facilities we would need to install to obtain commercial-ready products, and the ability to attract talent to manage our different business activities. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to scale back our existing operations and growth plans, which could have an adverse impact on our business and financial prospects and could raise substantial doubt about our ability to continue as a going concern." AULT ALLIANCE: Closes on $8.8M Senior Secured Debt Financing ------------------------------------------------------------ Ault Alliance, Inc. announced that it, alongside several subsidiaries, has successfully secured an additional $8.8 million in senior debt financing from a group of existing institutional lenders. The Company previously borrowed $18.9 million from the Lenders in November 2022, which together with the new Loans, have an aggregate outstanding amount of $24.3 million. The Loans mature on May 7, 2024, accumulate interest at a favorable annual rate of 8.5% and are secured against select assets of the Company and certain of its subsidiaries. "Our relationship with the Lenders has proven to be a significant asset to the growth and stability of Ault Alliance," says Milton "Todd" Ault III, founder and executive chairman of the Company. "The Lenders have consistently exhibited supportiveness and a willingness to fuel our future growth endeavors. This favorable borrowing rate is another testament to our relationship." Kenneth S. Cragun, chief financial officer, further added, "We have paid off all other senior secured debts at the Company, and the new Loans announced today provide needed working capital to further strengthen our financial position. We are elated to maintain such a solid senior lending relationship and feel incredibly comfortable with the Lenders as our partners for future ventures." Loan guarantees have been furnished by Ault Lending, LLC, a subsidiary of the Company, Ault & Company, Inc., an affiliate of the Company, as well as by Milton C. Ault, III, the Company's executive chairman and the chief executive officer of Ault & Company, Inc. The proceeds from the Loans will primarily be deployed for augmenting working capital and facilitating the general operational needs of the Company. The new Loans were issued with an original issue discount of $1.3 million. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece ------------------------------------------------------------------ Ault Alliance, Inc. announced that its Board of Directors has declared a monthly cash dividend of $0.2708333 per share of the Company's outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The record date for this dividend is July 31, 2023, and the payment date is Aug. 10, 2023. Link to NYSE quote for the Company's 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:AULTpD About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BANYAN CAY: Colombino Says Plan Omit's Note Claim ------------------------------------------------- Creditor Michael Colombino filed his objection to the First Amended Joint Plan of Reorganization of Banyan Cay Resort & Golf, LLC. Colombino is the owner of a Promissory Note executed by DJG Realty, LLC, upon which Debtor executed an Unconditional Guaranty of Repayment (the "Guaranty"), as well as a Letter Agreement executed by DJG Dev. LLC, which modified the Note and Guaranty. Upon a default of the Note by DJG Realty, LLC, and failure of Debtor to make payments to Colombino for the guaranteed obligations under the Note, Colombino filed a Complaint against Debtor (and others) in the Circuit Court of the Fifteenth Judicial District on May 26, 2023. The Debtor did not list Colombino as a creditor in the Creditor Matrix filed in Case No.: 23-12386-EPK, nor was Colombino listed as a creditor in the Creditor Matrix filed in the consolidated, jointly administered Case No.: 23-12387-EPK. Colombino objects to the Plan to the extent that it does not provide treatment for his claim. The Motion to Allow Late Filed Claim is pending hearing, which is scheduled for July 25, 2023. Further, Colombino files this objection to preserve his rights in regard to the Plan as it does not conform to his Proof of Claim. Attorney for creditor Michael Colombino: Dana Kaplan, Esq. KELLEY, FULTON, KAPLAN & ELLER, P.L. 1665 Palm Beach Lakes Blvd., The Forum - Suite 1000 West Palm Beach, FL 33401 Telephone: (561) 491-1200 Facsimile: (561) 684-3773 E-mail: bankruptcy@kelleylawoffice.com About Banyan Cay Resort & Golf Banyan Cay Resort & Golf, LLC, and affiliates constitute a business enterprise that invests in, owns, and operates an approximately 200-acre resort and golf complex in West Palm Beach, Florida called Banyan Cay Resort & Golf Club, along with the ownership of certain real property incidental thereto and the provision of services related thereto. Banyan Cay Resort first acquired the property upon which the Development sits in August 2015 from Palm Tree Golf Management, LLC. Banyan Cay Resort and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12386) on March 29, 2023. In the petition signed by Gerard A. McHale, McHale, P.A., proposed chief restructuring officer, Banyan Cay Resort disclosed up to $500 million in both assets and liabilities. Judge Mindy A. Mora oversees the cases. Gerard McHale of McHale, PA, has been designated as CRO and CEO of the Debtors. Joseph A. Pack and Jessey J. Kreh of Pack Law, serve as the Debtors' counsel. Keen-Summit Capital Partners LLC serves as marketing agent and broker for the Debtors. BENEFYTT TECHNOLOGIES: Unsecureds to Recover 0% in Joint Plan ------------------------------------------------------------- Benefytt Technologies Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Chapter 11 Plan dated July 24, 2023. Founded in 2008, Benefytt is a health insurance technology company that markets and sells Medicare and private health insurance products, agent technology systems, and insurance policy administration platforms. Benefytt is majority owned by certain funds affiliated with Madison Dearborn Partners, LLC (the "Sponsor"). On May 23, 2023, Benefytt entered into a restructuring support agreement (the "Restructuring Support Agreement") with the Sponsor and the lenders under the Company's Term Loan Facility and Revolving Credit Facility. Holders of 100 percent of the Company's outstanding Term Loan Facility, 100 percent of the Company's outstanding Revolving Credit Facility, and 100 percent of outstanding equity interests held by the Sponsor executed the Restructuring Support Agreement. The Restructuring Support Agreement provides, in simple terms, that Benefytt will be split into separate operating and cash flow companies. The Sponsor and certain other co-investors will own 92.5 percent of the common equity of New HoldCo, which in turn will own 100 percent of New OpCo (through a credit bid of certain amounts outstanding under the DIP Facility provided by Phoenix 2023 Merger Sub LLC (the "DIP Lender")) with CFCo owning the remaining 7.5 percent of the common equity of New HoldCo. The Sponsor and certain other co-investors have agreed to provide approximately $64 million in new money financing to fund the new operating company on a go-forward basis (inclusive of the $35 million advanced under the DIP Facility). The Ad Hoc Group of Term Lenders will separately own CFCo, and the net collections over time from Benefytt's existing contract assets will be paid out pursuant to the Existing Contract Assets Collections Waterfall. The Restructuring Support Agreement also contemplates entry into a servicing agreement between New OpCo and CFCo (the "Servicing Agreement"), pursuant to which the new operating company will provide operational support to the cash flow company with respect to existing agreements between subsidiaries or affiliates of the Company and insurance carriers, intermediaries, policyholders, customers, or members in place as of June 1, 2023. As provided in the Restructuring Support Agreement and DIP Documents, the lenders conditioned their support on the Sponsor or third-party funding these Chapter 11 Cases, and further that such DIP Facility be wholly or partially subordinated to the prepetition secured debt in certain of downside scenarios. Further, the Ad Hoc Group of Term Lenders required that no interest be payable on the proposed DIP Facility unless the DIP Facility is paid off through a third-party sale acceptable to the Ad Hoc Group of Term Lenders. Moreover, the DIP Facility and Restructuring Support Agreement contain various key milestones (collectively, the "Milestones") to ensure that these Chapter 11 Cases are resolved expediently. As of the date hereof, Jefferies has contacted 75 parties, and the Debtors have executed ten nondisclosure agreements with interested parties. Those ten parties were offered access to a virtual data room to review and analyze the Debtors' books and records. Of the ten parties, one party submitted an initial indication of interest, and none are actively investigating a potential offer. The deadline for all initial indications of interest was July 14, 2023, and final proposals are due August 3, 2023. Absent a proposal resulting from this process that would offer a higher or better value to the Estate and the Debtors' stakeholders, the Debtors intend to consummate the restructuring transactions contemplated by the Restructuring Support Agreement pursuant to the Plan. The Debtors believe that the Restructuring Support Agreement and the Plan are the result of comprehensive prepetition negotiations with their key stakeholders, represents the best and only actionable restructuring transactions available, and will position Benefytt for future success. Class 5 consists of General Unsecured Claims. On the Effective Date, except to the extent that a Holder of an Allowed General Unsecured Claim agrees in writing to less favorable treatment, each General Unsecured Claim shall be discharged and released, and each Holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of the GUC Trust Beneficial Interests. The allowed unsecured claims total $20.8 million. This Class will receive a distribution of 0% of their allowed claims. On the Effective Date, Intercompany Interests shall be Reinstated, set off, settled, distributed, contributed, merged, cancelled, or released, in each case in accordance with the Restructuring Transactions Memorandum. On the Effective Date, and without the need for any further corporate or limited liability company action or approval of any board of directors, board of managers, members, shareholders or officers of any Debtor or Reorganized Debtor, as applicable, all Existing Equity Interests shall be discharged, cancelled, released, and extinguished without any distribution, and will be of no further force or effect, and each Holder of an Existing Equity Interest shall not receive or retain any distribution, property, or other value on account of such Existing Equity Interest. The Debtors shall fund distributions under the Plan with (1) the issuance of or borrowings under the New First Lien Term Loan Facility; (2) GUC Trust Net Assets; and (3) Cash on hand. Each distribution and issuance referred to in Article IV and Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=1YS4yr from Stretto, Inc., claims agent. Co-Counsel to the Debtors: Patrick J. Nash, P.C. John R. Luze, Esq. Jeffrey T. Michalik, Esq. Yusuf Salloum, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E0mail: patrick.nash@kirkland.com john.luze@kirkland.com jeff.michalik@kirkland.com yusuf.salloum@kirkland.com Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Machir Stull, Esq. Victoria N. Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com vargeroplos@jw.com About Benefytt Technologies Benefytt Technologies, Inc., et al., are a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products that operate in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies, Inc., and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy counsel; JACKSON WALKER LLP as local bankruptcy counsel; ANKURA CONSULTING, LLC, as restructuring advisor; and JEFFERIES GROUP LLCas financial advisor. STRETTO, INC., is the claims agent. BIOSTAGE INC: All Four Proposals Passed at Annual Meeting --------------------------------------------------------- Biostage, Inc., held its Annual Meeting of Stockholders at which the stockholders: (i) elected Junli He and James Shmerling as Class I directors, each nominated by the Board of Directors of the Company for a three-year term, such term to continue until the annual meeting of stockholders in 2026 and until such director's successor is duly elected and qualified or until their earlier resignation or removal; (ii) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2023; (iii) approved the amendment to the Company's Amended and Restated Equity Incentive Plan to increase the number of shares of common stock available for issuance pursuant thereto by 4,000,000 shares; and (iv) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers. About Biostage Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com -- is a clinical-stage biotechnology company developing regenerative-medicine treatments for disorders of the gastro-intestinal system and the airway resulting from cancer, trauma or birth defects. The Company's technology is based on its proprietary cell-therapy platform that uses a patient's own stem cells to regenerate and restore function to damaged organs. Biostage reported a net loss of $6.07 million for the year ended Dec. 31, 2022, compared to a net loss of $7.98 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.40 million in total assets, $1.41 million in total liabilities, and $4.18 million in series E convertible preferred stock, and a total stockholders' deficit of $3.19 million. Boston, MA-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in its operations, and will require additional financing to continue to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BIOSTAGE INC: Changes Name Back to Harvard Apparatus Regenerative ----------------------------------------------------------------- Biostage, Inc. announced it has changed its corporate name back to Harvard Apparatus Regenerative Technology, Inc. and will trade under the OTCQB symbol "HRGN" effective July 20, 2023. Concurrently, the company launched a new web site www.hregen.com to provide greater clarity and visibility for its regenerative technology and expanding strategy on rejuvenation (anti-aging). The FDA approved a 10-patient phase 1 study for the Company's esophageal implant which has recently opened for enrollment. The Company uses the patient's stem cells to stimulate the body's natural wound-healing process. The growing tissue is guided by the company's patented scaffold to regenerate a complete esophageal tube. The Company intends to use the Harvard Apparatus Regenerative Technology name on its new anti-aging business which it is currently launching in China. It expects this business to be cash flow positive in the current fiscal year of 2023. This positive cash flow will help the company grow the anti-aging business and fuel further research and development. Jerry He, CEO, commented, "We have changed our company name back to Harvard Apparatus Regenerative Technology, Inc. because of its recognition in the biotech industry. The name change also reflects returning to our scientific roots and our continued focus on regenerative medicine." About Biostage Holliston, Massachusetts-based Biostage, Inc. -- www.biostage.com -- is a clinical-stage biotechnology company developing regenerative-medicine treatments for disorders of the gastro-intestinal system and the airway resulting from cancer, trauma or birth defects. The Company's technology is based on its proprietary cell-therapy platform that uses a patient's own stem cells to regenerate and restore function to damaged organs. Biostage reported a net loss of $6.07 million for the year ended Dec. 31, 2022, compared to a net loss of $7.98 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.40 million in total assets, $1.41 million in total liabilities, and $4.18 million in series E convertible preferred stock, and a total stockholders' deficit of $3.19 million. Boston, MA-based Marcum LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in its operations, and will require additional financing to continue to fund its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BODY TEK: Court Approves Disclosure and Confirms Plan ----------------------------------------------------- Judge Scott M. Grossman has entered an order approving the Disclosure Statement on a final basis and confirming the Chapter 11 Plan of Body Tek Fitness, Inc. The Reorganized Debtor will pay the United States Trustee the appropriate sum required pursuant to 28 U.S.C. Sec. 1930(a)(6), through Confirmation, within 14 business days of entry of this Confirmation Order. Pursuant to 11 U.S.C. Sec. 1141(d)(1), the Debtor shall be discharged from all pre-confirmation debts upon completion of all payments required under the Plan. Upon substantial consummation of the confirmed plan, the Reorganized Debtor shall file the Final Report of Estate and Motion for Final Decree Closing Case on the Court approved local form. About Body Tek Fitness Body Tek Fitness Inc. is a Wilton Manors, Florida-based gym chain. Body Tek Fitness, Inc., sought protection under Chapter 11 of the Bankruptcy Code (S.D. Fla. Case No. 23-10936) on Feb 3. 2023, with up to $100,000 in assets and up to $1 million in liabilities. Judge Scott M. Grossman oversees the case. Susan D. Lasky P.A. is the Debtor's legal counsel. BRON MEDIA: Covid-19, Liquidity Issues Cue CCAA Filing ------------------------------------------------------ Bron Media Corp. and its affiliates sought and obtained an initial order ("Initial Order") under the Companies' Creditors Arrangement Act, as amended ("CCAA"). The Initial Order provides, among other things, a stay of proceedings until July 29, 2023 ("Stay Period") and may be extended by the Court from time to time. The Companies was slated to seek an extension of the Stay Period at a hearing scheduled for July 27 and July 28, 2023. Pursuant to the Initial Order, Grant Thornton Limited was appointed as monitor ("Monitor") of the Companies. Explaining the CCAA filing, the Companies said they suffered significant losses due to the Covid-19 pandemic. Like many other companies, they were unprepared to manage the impacts of the pandemic, which was felt in all jurisdictions in which the Companies operate. Due to mandatory stay-at-home orders and facility closures, including movie theatre closures, production activities halted for many months. Films which were set for release were paused for an extended period. The pandemic caused widespread uncertainty for all industry players, many of whom were forced to cease operations. Copies of the various orders, application materials and the Monitor's reports in the CCAA Proceedings are available at https://www.grantthornton.ca/en/service/advisory/creditor-updates/#Bron-Media-Group If you have any questions or wish to speak to a representative of Grant Thornton, please contact: Dana Hankinson Grant Thornton Limited Tel: 1-866-481-9215 Email: BronMedia@ca.gt.com The Monitor can be reached at: Grant Thornton Limited Suite 1600 - 333 Seymour Street Vancouver, BC V6B 0A4 Mark Wentzell Tel: 604-443-2173 Email: Mark.Wentzell@ca.gt.com James Saxton Tel: 403-260-2552 Email: james.saxton@ca.gt.com Eric Jamieson Tel: 604-687-2711 Email: Eric.Jamieson@ca.gt.com Counsel to the Monitor: Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street Vancouver, BC V6C 3E8 John Birch Tel: 416-860-5225 Email: jbirch@cassels.com Forrest Finn Tel: 778-372-6779 Email: ffinn@cassels.com Counsel to the Companies: Miller Thomson LLP 700 West Georgia Street - Suite 2200 Vancouver, BC V7Y 1K8 Asim Iqbal Tel: 416-597-6008 Email: aiqbal@millerthomson.com Bryan Hicks Tel: 604-643-1242 Email: bjhicks@millerthomson.com Monica Faheim Tel: 416-597-6087 Email: mfaheim@millerthomson.com U.S. Counsel to the Companies: Jones & Walden LLC 699 Piedmont Avenue NE Atlanta, GA 30308, USA Cameron M. McCord, Esq. Tel: 404-564-9300 Email: cmccord@joneswalden.com BRON Group of Companies develops, produces, and sells motion pictures, series television, and digital media content. BRONZE EQUITY: Charles Persing Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 2 appointed Charles Persing, a certified public accountant at Bederson LLP, as Subchapter V trustee for Bronze Equity, LLC. Mr. Persing will be paid an hourly fee of $490 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Persing declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charles N. Persing, CPA/CFF, CVA, CIRA, CFE Bederson LLP 100 Passaic Avenue, Suite 310 Fairfield, NJ 07004 Phone: (973) 530-9181 Fax: (862) 926-2481 Email: cpersing@bederson.com About Bronze Equity Bronze Equity, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42407) on July 7, 2023, with as much as $50,000 in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. Charles Wertman, Esq., at The Law Offices of Charles Wertman is the Debtor's bankruptcy counsel. BROW BAR INC: Taps Blackwell, Burke & Ramsey as Legal Counsel ------------------------------------------------------------- Brow Bar Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Blackwell, Burke & Ramsey, P.C. as its legal counsel. The firm's services include: a) preparation of filings and applications and conducting examinations necessary to the administration of the Debtor's Chapter 11 case; b) advice regarding the Debtor's rights, duties, and obligations; c) performance of legal services associated with and necessary to the day-to-day operations of the business, including, but not limited to, institution and prosecution of necessary legal proceedings, loan restructuring, and general business and corporate legal advice and assistance, all of which are necessary to the proper preservation and administration of the estate; d) negotiation, preparation, confirmation, and consummation of a plan of reorganization; and e) other necessary legal services. The firm will be paid at these rates: Sarah L. Fowler, Shareholder $350 per hour Jason R. Burke, Shareholder $350 per hour Amy L. Elson, Senior Associate $325 per hour Kara Ellis, Senior Paralegal $175 per hour Administrative Tasks $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Sarah Fowler, Esq., a partner at Blackwell, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sarah L. Fowler, Esq. Blackwell, Burke & Ramsey, P.C. 101 W. Ohio St., Suite 1700 Indianapolis, IN 46204 Tel: (317) 533-7869 Fax: (317) 634-2501 Email: sfowler@bbrlawpc.com About Brow Bar Inc. Brow Bar, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02821) on June 30, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Robyn L. Moberly oversees the case. Sarah L. Fowler, Esq., at Blackwell Burke and Ramsey, PC represents the Debtor as counsel. CAMECO TECHNOLOGIES: UST Notes of Discrepancy in Admin. Claims -------------------------------------------------------------- The Acting United States Trustee objects to the modified Chapter 11 Plan and Amended Disclosure Statement of Cameco Technologies, LCC. UST points out that the DS, Section IV (2) states that administrative expenses total $18,000. However, the Exhibit D itemization of the administrative expenses totals $86,737. The document should be uniform prior to mailing to voters. The UST communicated this change to Debtor's counsel, but has not received a response. If the Disclosure Statement is corrected, the UST has not further opposition to conditionally approving the Amended Disclosure Statement. About Cameco Technologies Cameco Technologies, LLC, is a Microsoft Registered refurbished distributor of computer equipment. Cameco Technologies sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 22-31938) on Nov. 23, 2022. In the petition signed by Serge Ngouambe, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Katherine A. Constantine oversees the case. Steven B. Nosek, Esq., at Steven B. Nosek, P.A., is the Debtor's counsel. CANDY CLUB: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Candy Club, LLC 10736 Jefferson Blvd., #325 Culver City, CA 90230 Business Description: The Debtors design, market, and sell premium, branded confectionary products in the United States. The Debtors distribute confections to over 12,000 customers across all 50 states. Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court Southern District of Texas Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Candy Club, LLC (Lead Case) 23-60048 Candy Club Investment, LLC 23-60047 Candy Club Holdings, Inc. 23-60049 Candy Club Acquisition, LLC 23-60050 Judge: Hon. Christopher M. Lopez Debtors' Counsel: Veronica A. Polnick, Esq. Zachary McKay, Esq. Emily Meraia, Esq. Courtney L. Cameron, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: vpolnick@jw.com zmckay@jw.com emeraia@jw.com ccameron@jw.com Debtors' Claims, Noticing & Solicitation Agent: STRETTO, INC. Candy Club, LLC's Estimated Assets: $1 million to $10 million Candy Club, LLC's Estimated Liabilities: $1 million to $10 million The petitions were signed by Keith Cohn as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SVR6IWI/Candy_Club_LLC__txsbke-23-60048__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Integrated Distribution Operations $1,693,189 Services - IND 9431 All Points Parkway Plainfield, IN 46168 Cody Van Woerden Phone: 317-203-8751 Email: cvanwoerden@idsfulfillment.com 2. MAVPAK Components $317,875 6330 E 75th St Ste 168 Indianapolis, IN 46250 Phoebe Plair Phone: 463-266-8084 Email: phoebe@mavpak.com 3. Berlin Packaging Components $217,206 525 West Monroe Street 14th Floor Chicago, IL 60661 Pauline Reichel Phone: 312-869-7574 Email: Pauline.reichel@BerlinPackaging.com 4. All-Star Containers, Inc Components $195,008 PO Box 1308 Bluffton, SC 29910 Todd Chaney Phone: 805-285-0740 Ext 2 Email: todd@allstarcontainers.com 5. UPS Freight $120,530 PO Box 650116 Dallas, TX 75265-0116 Andrew Harrell Phone: 800-377-4877 Email: andrewharrell@ups.com 6. North Point Partners (Peter Ember) G&A $104,376 30 Beekman Place New York, NY 10022 Phone: (917) 539-7432 Email: pimber@nppllc.net 7. Rite Aid Markdowns $90,000 5400 Perry Drive Waterford, MI 48329 8. Dorval Trading G&A $89,830 PO Box 620 Nanuet, NY 10954 Gail Newcomb Phone: 845-624-3031 Email: gnewcomb@dorvaltrading.com 9. Google, Inc. Candy $83,833 Dept. 33654, PO Box 39000 Dsan Francisco, CA 94139 Email: collections-us@google.com 10. Marich Confectionery Marketing $81,632 2101 Bert Drive Hollister, CA 95023 Jose Hernandez Phone: 800-624-7055 Email: jlhernandez@marich.com 11. City National Bank Credit Card Candy $74,958 File 1355 Pasadena, CA 91199-1355 John Bai Email: john.bai@cnb.com 12. Gerrit J Verburg Company G&A $57,987 12238 Germany Road Fenton, MI 48430 India Olk Phone: 810-750-9779 Email: india@gerritjverburg.com 13. Disney Consumer Products, Inc. Candy $55,608 500 S. Buena Vista St. Burbank, CA 91521 JP Southern Emial: paul.southern@disneyconsumer products.com 14. SC Marketing (Thermal Shipping License $50,000 Solutions) 1196 Simmons Lane Novato, CA 94945 Maney Athwal Phone: 415-389-5004 Email: Maney@thermalshipping.com 15. Vidal Candies USA Inc. Components $47,858 845 Third Ave, 6th Floor New York, NY 10022 Matt Hanna and Michelle Gregg Phone: 310-548-6087 Email: matt.hanna@vidalcandiesusa.com 16. Facebook (Meta) Candy $45,828 1601 Willow Road Menlo Park, CA 94025 Phone: 650.543.4800 Email: debtrecovery@google.com 17. ORACLE (NetSuite) Marketing $30,329 2955 Campus Dr Ste 100 San Mateo, CA 94403 Phone: 877-638-7848 Email: rvaldez@netsuite.com 18. Premier Packaging Tech $29,159 PO Box 39505 Louisville, KY 40233 Deborah Ernst Phone: 800-518-6305 Email: dernst@prempack.com 19. Sweets Candy Company Components $28,578 4666 Park Granada Calabasas, CA 91302 Darren Kolinsky Email: darren@actionsaleswest.com 20. Proforma Nitro Incentives (LLC) Candy $26,625 PO Box 51925 Los Angeles, CA 90051-6225 Anita Namar Phone: 972-407-6100 Email: anita.namara@proforma.com 21. Stroock Components $22,533 180 Maiden Lane New York, NY 10038 Phone: 712-806-6196 Email: zswan@stroock.com 22. Redstone Foods, Inc Candy $19,932 1434 Patton Place, Suite 106 Carrollton, TX 75007 Sussanne Diamond Phone: 818-422-4245 Email: suannebd@gmail.com 23. Steaven Jones Development G&A $19,427 Company 12381 Wilshire Boulevard, Suite 201 Los Angeles, CA 90025 Larry Meister Tel: 310-826-3600 x115 Fax: 800-837-2511 Email: lmeister@sjdcinc.com 24. Nassau Candy Candy $16,700 530 West John Street Hicksville, NY 11801 Robin Goedel Phone: 516-433-7100 Email: Robin.Goedel@nassaucandy.com 25. Jelly Belly Candy $16,568 PO Box 742799 Los Angeles, CA 90074 Heidi Mueller Phone: 707-428-2800 Email: hmueller@jellybelly.com 26. Metric Theory Marketing $11,050 PO Box 748544 Los Angeles, CA 90074 Phone: 415-231-5345 Email: accounting@metrictheory.com 27. Wise Owl Productions Sales $10,641 3751 E 150 S Tipton, IN 4607 Phone: 949-690-4942 Email: jpekar@wiseowlproductions.com 28. Arway Confections (LongGrove) Candy $10,120 3425 North Kimball Ave Chicago, IL 60618 Carrie Koch Phone: 847-302-4806 Email: carrie.koch@arwlgc.com 29. Anthem Blue Cross G&A $8,651 PO Box 51011 Los Angeles, CA 90051-5311 Mark Reynolds Phone: 855-854-1429. Email: reynolds.mark@sbcglobal.net 30. Cloudwork LLC (Beon) Tech $8,201 17121 Collins Ave Sunny Isle, FL 33160 Phone: 917-605-3521 Email: accounting@beon.studio CEL-SCI CORP: Grosses $5 Million From Public Stock Offering ----------------------------------------------------------- CEL-SCI Corporation announced the closing of its public offering of 2,500,000 shares of its common stock at a public offering price of $2.00 per share, for gross proceeds of $5,000,000, before deducting underwriting discounts and offering expenses. The Company intends to use the proceeds from the offering to fund the continued development of Multikine and for general corporate purposes. ThinkEquity acted as sole book-running manager for the offering. The offering is being made pursuant to an effective shelf registration statement that has been filed with the U.S. Securities and Exchange Commission. The final prospectus supplement relating to the offering was filed with the SEC and is available on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004, Attention: Prospectus Department. About CEL-SCI CEL-SCI Corporation is a clinical-stage biotechnology company focused on finding the best way to activate the immune system to fight cancer and infectious diseases. Its lead investigational therapy Multikine (Leukocyte Interleukin, Injection) completed a pivotal Phase 3 clinical trial for patients who are newly diagnosed with locally advanced (stage III and IV) primary (not yet treated) squamous cell carcinoma of the head and neck (SCCHN). Multikine has received Orphan Drug Status from the U.S. Food and Drug Administration (FDA) for this indication. Cel-SCI Corporation reported a net loss of $36.70 million for the year ended Sept. 30, 2022, compared to a net loss of $36.36 million for the year ended Sept. 30, 2021. As of Dec. 31, 2022, the Company had $44.56 million in total assets, $17.96 million in total liabilities, and $26.59 million in total stockholders' equity. Potomac, Maryland-based BDO USA, LLP, the Company's auditor since 2005, issued a "going concern" qualification in its report dated Dec. 27, 2022, citing that the Company has suffered recurring losses from operations and has future liquidity needs that raise substantial doubt about its ability to continue as a going concern. CENPORTS COMMERCE: Unsecureds Will Get 1% of Claims over 5 Years ---------------------------------------------------------------- Cenports Commerce Inc. filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated July 24, 2023. The Debtor is a corporation. It is a B2B drop shipping (virtual distribution) company that helps brands sell products online to Home Depot, Lowes, etc. under their own account. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $391/month (estimated average based on year #1). The final Plan payment is expected to be paid on November 2028. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately one cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Debtor's unsecured creditors comprised of two classes: Class 3A includes all general unsecured creditors except for Debtor's landlord HA 2020 LLC which is included in a separate Class 3B. Class 3 consists of Non-priority unsecured creditors. Holders of general unsecured claims in Class 3A will be paid 1% of such creditors' claims over 5 years, with the first payment of $977.00 due on the effective date, followed by 59 consecutive monthly payments, each due on the first day of each month and each in the amount of $977.00. This Class is impaired. Class 4 consists of Equity security holders of the Debtor. Cenports Commerce Holding Inc. is the sole shareholder and 100% equity holder of the Debtor. Cenports Commerce Holding Inc. does not have a prepetition or a post-petition claim against the Debtor. Its interest in the Debtor will remain unchanged as of the effective date. Debtor is a party to a warehouse lease agreement ("Master Lease") with HA 2020 LLC ("Landlord") for portion of 1742 Sabre and entirety of 1752 Sabre (including adjacent yard) in Hayward, CA. The lease commended on August 12, 2021 with termination date of August 12, 2024. Option to renew for 3 years must be agreed upon by landlord and tenant 90 days prior to the end of the lease date. Current base rent is $66,690 until August 2023; effective August 2023, the new base rent will be $69,654 until the end date of August 12, 2024. On May 1, 2023, Debtor entered into a Sublease Agreement with Haifeng Co. Limited, Ai Yun Wu (the "Subtenant") for the Hayward warehouse. The Sublease Agreement ends in August 2024, at which time the Master Lease will end on its own terms. Through this plan, the Debtor assumes the Master Lease and assigns/subleases it to the Subtenant. Debtor owes $150,000.00 in pre-petition rent to the Landlord, which the Debtor proposes to cure in full by requesting the Landlord to apply the $41,000.00 deposit toward the pre-petition rent, and cure the balance in full over 60 months from the effective date. Debtor assumes the Master Lease and the assigned SubLease. Distribution to creditors under this Plan will be funded primarily from the following sources: (a) the Debtor's cash on hand on the Effective Date and (b) the net income derived from the continued operation of the Debtor’s business. This plan proposes to pay creditors using the net disposable income of the debtor over the five-year period after the Effective Date. This plan will allow non-insider general unsecured creditors (Class 3) to recover 1% more than if the Debtor's assets were sold in a hypothetical Chapter 7 liquidation and the proceeds paid out to each Creditor respective creditors. Debtor believes that this Plan represents the best possible return to holders of claims. The Debtor believes that this plan will successfully reorganize the Debtor and that the confirmation of this Plan is in the best interests of the Debtor, its creditors, and equity interest holder. A full-text copy of the Plan of Reorganization dated July 24, 2023 is available at https://urlcurt.com/u?l=2MAuWM from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Michael Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.berger@bankruptcypower.com About Cenports Commerce Inc. Cenports Commerce Inc. is a B2B drop shopping (virtual distribution) company that helps brands sell products online to HomeDepot, Lowes, etc. under their own account. The Company has no inventory and uses internal tools to help retailers. Cenports Commerce sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. case No. 23-40478) on April 25, 2023. In the petition signed by Derrick Chen, as CEO of Censports Commerce Holding Inc., the Debtor's shareholder, the Debtor disclosed $212,973 in assets and $7,391,240 in liabilities. Judge Charles Novack oversees the case. Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. CHINAH USA: Seeks Cash Collateral Access ---------------------------------------- Chinah USA LLC, Chi Na Eating LLC, Chinah 275 Madison LLC, Chinah Brooklyn Commons LLC, and Chinah Maiden Lane LLC ask the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral. The Debtors faced significant challenges during the COVID-19 pandemic, including a decline in foot traffic and income, leading to difficulties in meeting their financial obligations. However, they are determined to strengthen their operations and diversify as the economy recovers. Their plans include expanding their online presence through delivery services and catering, offering discounts for bulk orders, and developing a dedicated app for ordering and addressing customer concerns. This will help reduce costs and improve customer service. Additionally, they intend to simplify their menu to focus on popular and cost-effective dishes, aiming to increase customer interest and profitability. Ten secured note holders have extended credit to the Debtors and assert a lien on the cash collateral of all the Debtors' assets. The U.S. Small Business Administration and JP Morgan Chase also assert liens senior to the Secured Note Holders against Chi Na Jersey City's assets. In 2019, Chi Na Jersey City obtained two secured loans from JP Morgan Chase, including a business line of credit and an "SBA Loan." These loans are believed to be secured by a lien on all of Chi Na Jersey City's assets. The liens are believed to be perfected through the filing of two UCC-1 financing statements with the New Jersey Secretary of State on September 11, 2019. Chi Na Jersey City does have copies of the Chase Loan documents, however, based upon the monthly statements received, the Debtors believe that the balances due on each are approximately $35,374 and $62,600, respectively. On May 13, 2020, Chi Na Jersey City entered in a loan agreement with the SBA under section 7(b) of the Small Business Act. In connection therewith, Chi Na Jersey City executed a promissory note in the amount of $242,000 with an interest rate of 3.75% per annum and a Security Agreement which secured the obligations under the SBA Note with a blanket lien on all of Chi Na Jersey City's assets. The lien held by the SBA was perfected by the filing of a UCC-1 financing statement with the New Jersey Secretary of State on May 22, 2020. On July 1, 2023, the Debtors obtained ten separate secured loans, with each Debtor acting as a borrower. These loans, known as the 2023 Secured Notes, had varying lenders and borrowing amounts, but all carried an interest rate of 7% and were due by July 1, 2026. The 2023 Secured Notes were backed by a comprehensive security agreement that encompassed all of the Debtors' personal property and assets. To ensure the validity of the liens established by the 2023 Security Agreements, UCC-1 financing statements were filed with the appropriate authorities in New York and New Jersey, depending on the borrower's jurisdiction. The lenders include Colin Valentine, The Entrust Group, Kevin Cen, Mackenzie Valentine, Michael Nardo, Michael Nulty, Patricia Valentine, Patrick Valentine, Phillip Charash, and Timothy McDonald. The Interim Order provides that as adequate protection, the Debtors must grant the Secured Creditors replacement liens in their pre-petition and post-petition assets and proceeds, including cash Collateral, to protect them from Collateral Diminution. These replacement liens will be granted to the extent that the Secured Creditors had a valid security interest in the pre-petition assets on the Petition Date, and the order of priority, nature, and validity will remain the same as of the Filing Date. The Replacement Liens will be subject and subordinate only to: (a) the U.S. Trustee fees payable under 28 U.S.C. Section 1930 and 31 U.S.C Section 3717; (b) the professional fees of duly retained professionals in the Chapter 11 cases, including allowed fees of the Sub-chapter V trustee, as may be awarded pursuant to Sections 330 or 331 of the Code or pursuant to any monthly fee order entered in the Debtors' Chapter 11 cases; (c) the fees and expenses of a hypothetical Chapter 7 trustee to the extent of $10,000; and (d) the recovery of funds or proceeds from the successful prosecution of avoidance actions pursuant to sections 502(d), 544, 545, 547, 548, 549, 550 or 553 of the Bankruptcy Code. A copy of the motion is available at https://urlcurt.com/u?l=BdxhvI from PacerMonitor.com. About Chinah USA LLC Chinah USA LLC operates a full-service restaurant business specializing in Chinese food. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11157) on July 24, 2023. In the petition signed by Hegel Hei, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge David S. Jones oversees the case. Erica Aisner, Esq., at Kirby Aisner and Curley LLP, represents the Debtor as legal counsel. CHRISTONE DISTRIBUTION: Unsecureds to Get Nothing in Plan --------------------------------------------------------- Christone Distribution, Inc., submitted a Plan of Reorganization for Small Business Under Chapter 11. The Plan Proponent's financial projections show that the Debtor will have projected disposable income for the period described in Section 1191(c)(2) of $48,333 (on average based on projections, and before making any payments specified in the plan). The final Plan payment is expected to be paid 60 months after the effective date of the Plan. This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of Christone Distribution, Inc. from income generated from the future income from operations of the e-commerce business and specifically sale of auto products. Non-priority Unsecured Creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 0 on the dollar. Under the Plan, Class 5 Non-priority Unsecured Creditors will not receive a disbursement. Class 5 is impaired. A copy of the Plan of Reorganization dated July 19, 2023, is available at bit.ly/3OqsLFK from PacerMonitor.com. About Christone Distribution Christone Distribution, Inc. is a professional auto spares and tires manufacturer in Las Vegas. It has operated with its partners as a special online e-commerce supply chain platform with related online orders' fulfillment services in distributing a variety of aftermarket auto parts. Christone Distribution filed its voluntary petition for Chapter 11 protection (Bankr. D. Nev. Case No. 23-10055) on Jan. 7, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Jing Liu, president of Christone Distribution, signed the petition. Judge Mike K. Nakagawa oversees the case. Seth D. Ballstaedt, Esq.. at Ballstaedt Law Firm, LLC is the Debtor's bankruptcy counsel. CROWN FINANCE: $3.33B Bank Debt Trades at 74% Discount ------------------------------------------------------ Participations in a syndicated loan under which Crown Finance US Inc is a borrower were trading in the secondary market around 26.4 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $3.33 billion facility is a Term loan that is scheduled to mature on February 28, 2025. About $2.63 billion of the loan is withdrawn and outstanding. Crown Finance US, Inc. operates as a movie theater. CROWN FINANCE: $650M Bank Debt Trades at 74% Discount ----------------------------------------------------- Participations in a syndicated loan under which Crown Finance US Inc is a borrower were trading in the secondary market around 26.3 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $650 million facility is a Term loan that is scheduled to mature on September 20, 2026. The amount is fully drawn and outstanding. Crown Finance US, Inc. operates as a movie theater. CROWN FINANCE: EUR607.6M Bank Debt Trades at 74% Discount --------------------------------------------------------- Participations in a syndicated loan under which Crown Finance US Inc is a borrower were trading in the secondary market around 26.3 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR607.6 million facility is a Term loan that is scheduled to mature on February 28, 2025. About EUR176.9 million of the loan is withdrawn and outstanding. Crown Finance US, Inc. operates as a movie theatre. CSTN MERGER: Moody's Cuts CFR to Caa2 & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service downgraded CSTN Merger Sub, Inc.'s (d.b.a. Cornerstone Chemical Company) Corporate Family Rating to Caa2 from B3 and its senior secured global notes rating to Caa2 from B3. These actions are a result of weaker first quarter results and the expectation that margins and demand for acrylonitrile and melamine will remain depressed in 2023 and into 2024 due to the slowing global economy. It also incorporates the expectation for reduced availability under its ABL facility due to lower selling prices and volumes. The outlook is negative as the timeframe for a sustained improvement in industrial demand and selling prices is uncertain. Governance considerations are a key driver of this rating action. Moody's revised CSTN's ESG Credit Impact Score (CIS) to CIS-5 from CIS-4 to reflect the change in the Governance Issuer Profile Score (G-IPS). The G-IPS was changed to G-5 from G-4 to indicate the increased risk from the private equity sponsor's capitalization of a single-site chemical company that is exposed to substantial volatility in financial performance and other significant factors outside of management's direct control (i.e., integration with, and dependence on, other companies at the site, etc.). "2022 proved to be a tough year with outages in the second and third quarters and reduced demand in the fourth quarter. Lower sales volumes and margins have continued into the first quarter of 2023 due to the influence of Chinese exports on the global markets for acrylonitrile and melamine, as well as the unfavorable impact of a propylene supply disruption. As a result, Moody's anticipate that credit metrics and liquidity will be under pressure," said John Rogers, Senior Vice President and lead analyst for CSTN. Downgrades: Issuer: CSTN Merger Sub, Inc. Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Senior Secured Regular Bond/Debenture, Downgraded to Caa2 from B3 Outlook Actions: Issuer: CSTN Merger Sub, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Cornerstone's Caa2 rating reflects stressed liquidity due to weaker margins and demand for two of its three main commodities: acrylonitrile and melamine. Demand and margins for sulfuric acid remain relatively healthy due to solid alkylation demand at refineries. Cornerstone is the third largest producer of acrylonitrile and the only producer of melamine in the US. Despite its advantaged cost position in the US, weak demand in the US and Europe due to the downturn in housing and durable goods is adversely impacting volumes and margins. Additionally, weak domestic demand for acrylonitrile in China is keeping pressure on global acrylonitrile margins. These trends are likely to continue into the second half of 2023 and further stress liquidity as the company has its first interest payment on the new notes of $20 million on September 1, 2023. Credit metrics are likely to weaken further in the second half with leverage approaching 8.0x on a pro forma basis and liquidity falling below $20 million. The company has access to a $150 million ABL facility maturing in 2027 with less than $25 million of availability at March 31, 2023. The company also has access to a one year 9 million Pound Sterling facility maturing May 31, 2024 (the company as renewed this on a yearly basis since 2018) with less than $3 million of availability as of March 31, 2023. In addition, the company had $2 million of cash on the balance sheet. Free cash flow in 2023 is less certain given the limited visibility on volumes and margins. The ABL has a springing fixed charge coverage ratio of not less than 1.0x, which is calculated quarterly and tested whenever availability is less than 10% of the borrowing base or $9.6 million, whichever is greater. Also availability under the ABL facilities could be constrained by lower demand and selling prices. The private equity sponsor has been supportive by providing access to additional credit, as demonstrated by several rounds of equity contributions and loans including the refinancing in March 2023. The other credit issue facing Cornerstone is that on 30 June 2023 Roehm Holding GmbH (B3 negative), announced that it will exit its manufacturing of methyl methacrylate ("MMA") at Cornerstone's site in June 2025. Roehm is building a new facility in Texas using what is expected to be a lower cost process to produce methyl methacrylate ("MMA"). Roehm's operations at the site provide an outlet for the hydrogen cyanide ("HCN") produced by Cornerstone as a by-product of the acrylonitrile process. Due to the toxic nature of this product, it needs to be consumed on-site or burned for fuel, so Cornerstone will endeavor to find another company to install a facility on its site that would utilize the HCN. In addition, Roehm's operations at the site provide a source of spent acid, which is regenerated and sold back to Roehm and Roehm covers some of the site's fixed costs. Cornerstone previously announced a project by a third-party to build an ammonium sulfate manufacturing facility, which would consume sulfuric acid, some of the acrylonitrile by-products and share in the fixed costs at the site. The negative outlook reflects Moody's view that credit metrics and liquidity will remain challenged over the next 12-18 months due to uncertainty over demand for the company's products and prices. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would likely consider a downgrade, if Cornerstone's liquidity remains below $15 million and if free cash flow is negative by more than $10 million in 2023. An upgrade is highly unlikely at this time due to the company's weak credit metrics and liquidity, but in the future, if liquidity improves to over $25 million on a sustained basis, Moody's-adjusted leverage declines below 8.0x, the company is likely to generate free cash flow in most years and it finds a new customer for the vast majority of its HCN volumes post June 2025, an upgrade would be considered. ESG CONSIDERATIONS CSTN's Credit Impact Score of CIS-5 is due to the private equity sponsors tolerance for elevated leverage at a single site commodity chemical plant that has experienced significant volatility in earnings and higher than planned capital costs. In addition, environmental and social risks reinforce the CIS-5 score. Environmental risks are elevated (E-5) for chemical companies due to the amount of waste and pollution generated on an annual basis relative to most other industries. Physical climate risk is also elevated due to the location of CSTN's sole facility on the US Gulf Coast. Social risks are significant (S-4) due to the toxic and flammable nature of the chemicals used and produced at the company's facility (responsible production and health and safety risks). CSTN's governance score has been lowered to G-5 due to the sponsor's tolerance for elevated leverage, variability in financial performance versus management's projections and the reliance on other companies that operate at the site. Headquartered in Waggaman, LA, CSTN Merger Sub., Inc., more commonly known as Cornerstone Chemical Company, produces base chemicals such as acrylonitrile, urea, melamine, and sulfuric acid. Revenues are under $600 million. Private equity firm Littlejohn & Co. bought Cornerstone in August 2017 from H.I.G. Capital. The principal methodology used in these ratings was Chemicals published in June 2022. CYXTERA DC: $815M Bank Debt Trades at 46% Discount -------------------------------------------------- Participations in a syndicated loan under which Cyxtera DC Holdings Inc is a borrower were trading in the secondary market around 54.3 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $815 million facility is a Term loan that is scheduled to mature on May 1, 2024. About $768.1 million of the loan is withdrawn and outstanding. Cyxtera DC Holdings, Inc. provides data center services. DENT TECH: Seeks 120-Day Extension of Plan Approval Deadline ------------------------------------------------------------ Dent Tech Laboratory, Inc., filed a motion to extend the time to confirm a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Section 1121(e). On July 19, 2023, the Debtors filed the Chapter 11 Disclosure Statement with Exhibits and Chapter 11 Plan of Reorganization. Pursuant to Bankruptcy Code section 1129(e), in a small business case, the Court shall confirm a plan that complies with the applicable provisions of this title and, that is filed in accordance with section 1121(e) not later than 45 days after the plan is filed unless the time for confirmation is extended in accordance with section 1121(e)(3). The Debtor's 45-day period is set to expire on September 2, 2023. The Debtor requests an extension of the time by which a Plan of Reorganization should be confirmed for an additional 120 days, through and including January 1, 2024. This first requested extension of the Time period for confirmation is warranted and necessary to afford the Debtor a meaningful opportunity to pursue the Chapter 11 reorganization process and build a consensus among economic stakeholders, all as contemplated by Chapter 11 of the Bankruptcy Code. The first requested extension of the time period for confirmation, is necessary due to the fact, that the time to confirm a plan is set to expire on September 2, 2022, and in the event the filed Chapter 11 Small Business Disclosure statement and/or plan of reorganization are needed to be amended, the Debtor will need an additional time in order to comply with the provisions of the Bankruptcy Code. Further, the Debtor needs an additional time to resolve a claim of the main Creditor JPMorgan Chase Bank, N.A. The requested extension of the time period for confirmation will allow the Debtor to confirm a Chapter 11 plan without violating the Bankruptcy Code and to provide treatment to its Creditors. Attorney for the Debtor Dent Tech Laboratory, Inc.: Alla Kachan, Esq. 2799 Coney Island Ave., Ste. 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Dent Tech Laboratory Dent Tech Laboratory, Inc., operates a dental laboratories business. Dent Tech Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Gregory B. Mashevich, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. DENT TECH: Unsecureds Owed $117K to Get 20% Dividend ---------------------------------------------------- Dent Tech Laboratory, Inc., submitted a Chapter 11 Small Business Plan and a Disclosure Statement. The Plan will be financed from continuing operating income, reorganized business operations of the Debtor, from the timely collections of outstanding receivables, as well as from funds accumulated in the Debtor's in Possession accounts. Under the Plan, Class I Unsecured Claims are impaired. Class I consists of the claims of General Unsecured Creditors of the Debtor, totaling,093.19: * Claims of JPMorgan Chase Bank, N.A., totaling $4,048. Creditor will receive a 20% ($809.56) dividend in 36 monthly installment payments in the amount of $22.48 commencing on the Effective Date. * Claims of JPMorgan Chase Bank USA, N.A., totaling $13,636. Creditor will receive a 20% ($2,727.11) dividend in 36 monthly installment payments in the amount of $75.75 commencing on the Effective Date. * Claims of JPMorgan Chase Bank USA, N.A. totaling $99,120. Creditor will receive 20% ($19,824) dividend in 36 monthly installment payments in the amount of $550.66 commencing on the Effective Date. * Claims of American Express total $289.38. Creditor will receive 20% ($57.87) dividend in 36 monthly installment payments in the amount of $1.6 commencing on the Effective Date. Attorney for the Debtor Dent Tech Laboratory, Inc.: Alla Kachan, Esq. 2799 Coney Island Ave., Ste. 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com A copy of the Disclosure Statement dated July 19, 2023, is available at bit.ly/44AOXlU from PacerMonitor.com. About Dent Tech Laboratory Dent Tech Laboratory, Inc. operates a dental laboratories business. Dent Tech Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-41469) on June 23, 2022, listing up to $50,000 in assets and up to $500,000 in liabilities. Gregory B. Mashevich, president, signed the petition. Judge Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc. serve as the Debtor's legal counsel and accountant, respectively. DGS REALTY: Seeks to Continue Using Cash Collateral Thru Oct 31 --------------------------------------------------------------- DGS Realty, LLC asks the U.S. Bankruptcy Court for the District of New Hampshire for authority to continue using cash collateral and provide adequate protection to PHH Mortgage Services through October 31, 2023. PHH Mortgage, as the cash collateral lien holder, is the servicer for U.S. Bank National Trust Association, as Trustee for Lehman Brothers Small Balance Commercial Mortgage Pass-Through Certificates, Series 2006-3. PHH Mortgage holds or claims to hold: -- a blanket first priority mortgage of record on the real estate at 74 Regional Drive, and 72 Regional Drive, both in Concord, New Hampshire; and -- a collateral assignment of the rents thereof. The PHH Mortgage First Priority Mortgage and Rent Assignment secure the payment of $2.1 million, which is evidenced by a promissory note in the original principal amount of $862,500. The Debtor proposes not to spend or use more than $10,192 per month during the period between September 1 and October 31, 2023, without the written consent of the secured lender, as appropriate. The cash collateral will be used solely and exclusively for the purpose of paying the mortgage and taxes of the Debtor in the ordinary course of business to the extent provided for in the Budget and such other costs and expenses as may be authorized in writing by the Secured Lender, as appropriate. The Debtor will provide PHH Mortgage with adequate protection for any loss or diminution in value of the cash collateral securing their claims to the extent such claims qualify as secured claims under Bankruptcy Code Section 506 pending the further Court order or orders. PHH Mortgage is being paid $6,750 per month plus real estate tax escrow in the amount of $3,066 each month as adequate protection payments beginning on February 1, 2023, and on the same date of each month thereafter during the Use Term. These are the Debtor's normal monthly payments. The Proposed Order includes a "winding down" proviso under which the Court reserves the right to enter further orders as may be necessary regarding the use of cash collateral to provide for payment of any administrative claims for wage and trade creditors who have supplied goods or services to the Debtor during the period of operation under the order (and any stipulation) which remain unpaid at the time of termination of authorized cash collateral usage, and which goods or services have created additional collateral for the secured claimant. The Budget for September and October 2023 includes the monthly payment for the Debtor consisting of a $376 payment to the Small Business Association representing the first payment for the secured loan from the SBA. The Debtor obtained the loan prior to filing Chapter 11; however, the loan provided that payments were to commence February 1, 2023. A copy of the motion is available at https://urlcurt.com/u?l=iLq2r1 from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=RX46nG from PacerMonitor.com. The Debtor projects $99,746 in total income and $10,192 in total expenses for September 2023 and 99,936 in total income and $10,441 in total expenses for October 2023. About DGS Realty Concord, New Hampshire-based DGS Realty, LLC, owns a parcel of land with three buildings on the property known as 74 Regional Drive, Concord, New Hampshire. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on January 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the 2022 case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. The company is an affiliate of Walter H. Booth Clause 4 Trust, which sought bankruptcy protection (Bankr. D.N.H. Case No. 16-11598) on Nov. 16, 2016. DGS Realty previously filed a Chapter 11 petition (Bankr. D.N.H. Case No. 18-10024) on Jan. 11, 2018. DISH NETWORK: Moody's Cuts CFR to Caa1 & Alters Outlook to Negative ------------------------------------------------------------------- Moody's Investors Service downgraded Dish Network Corporation's (Dish) corporate family rating to Caa1 from B2 and its probability of default rating to Caa1-PD from B2-PD. Ratings were also downgraded on Dish's spectrum-backed senior secured debt to B2 from Ba3 and senior unsecured convertible debt to Caa2 from B3. Moody's also downgraded the CFR of Dish DBS Corporation (DBS, a wholly-owned subsidiary of Dish) to Caa1 from B2 and DBS's PDR to Caa1-PD from B2-PD. Ratings were also downgraded on DBS's senior secured debt to B2 from Ba3 and senior unsecured debt to Caa2 from B3. Dish's speculative grade liquidity (SGL) rating was downgraded to SGL-4 from SGL-2, reflecting weak liquidity. The rating outlook was changed to negative from stable. The downgrades and change in outlook to negative reflect, in part, Dish's governance weaknesses, including aggressive financial strategy and risk management practices as evidenced by rising debt leverage (Moody's adjusted) in concert with steadily weakening revenue and subscriber trends at DBS. Dish also faces very high execution risks associated with its ongoing, capital intensive pivot to a facilities-based wireless business model to drive and diversify future growth. The company is also confronting declining revenue and subscriber trends in its existing Boost prepaid MVNO business, which it acquired from T-Mobile USA, Inc. (T-Mobile, Baa2 stable) in mid-2020. Dish's overall wireless business is facing margin pressures, high capital intensity and negative free cash flow associated with the buildout and continuing commercialization costs of its 5G facilities-based network. Dish itself acknowledges that it has little room for execution errors under tightening liquidity and high capital needs necessary to support growth, with extremely limited visibility into its progress over the next 12-18 months. Moody's believes the possibility of distressed debt exchanges are a risk, especially given Dish's weak equity valuation and low debt trading levels. Downgrades: Issuer: Dish DBS Corporation Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Backed Senior Secured Regular Bond/Debenture, Downgraded to B2 from Ba3 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 from B3 Issuer: Dish Network Corporation Corporate Family Rating, Downgraded to Caa1 from B2 Probability of Default Rating, Downgraded to Caa1-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-2 Backed Senior Secured Regular Bond/Debenture, Downgraded to B2 from Ba3 Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to Caa2 from B3 Outlook Actions: Issuer: Dish DBS Corporation Outlook, Changed To Negative From Stable Issuer: Dish Network Corporation Outlook, Changed To Negative From Stable RATINGS RATIONALE Dish's Caa1 CFR reflects high and still rising consolidated leverage at Dish of around 8.2x (Moody's adjusted) for the latest 12 months period ending March 31, 2023, up from 7.7x and 5.7x at year-end 2022 and 2021, respectively. Debt leverage (Moody's adjusted) at DBS was 3.7x for the latest 12 months period ending March 31, 2023. The company is facing steady and continued subscriber losses at DBS and significant wireless startup and buildout costs at Dish. With limited, if any, visibility into the growth trajectory of Dish's nascent wireless operations or the magnitude of additional operating expenses and capital investing necessary to support on-network subscriber growth, Moody's expects Dish's debt leverage (Moody's adjusted) to continue elevating to even higher levels of around 10.3x and 12.9x at year-end 2023 and 2024, respectively. In Moody's view, Dish's postpaid wireless ambitions will require significant and still ramping capital investments to support a level of subscriber growth sufficient to service the company's increasingly untenable balance sheet absent equity capital. Whether Dish sought equity capital or not in recent years, the company's current weak equity market valuation prohibits or greatly limits the pursuit of equity or equity-like capital sources in the near term, and the company's weak debt trading levels also likely limit debt capital sourcing options to only high cost secured debt issuances at either DBS or Dish. Given Moody's expectations for liquidity to continually tighten over the next 12-18 months, Dish has a short execution runway to slow the pace of negative operating trends at DBS and demonstrate evidence for the fundamental and long-term sustainability of its wireless business model. Moody's believes the company can only meet its minimum liquidity requirements, including debt maturities, through year-end 2024 with at least $4.6 billion of additional capital. This minimum liquidity includes cash deficits and two debt maturities: $1 billion of Dish convertible notes due March 15, 2024 and $2 billion of DBS unsecured notes due November 15, 2024. Dish may very well need to invest much more in its wireless network to be even adequately positioned to commercialize its network and create value in a highly competitive wireless end market. While Moody's believes Dish has strong interest in pursuing its option to purchase 800 MHz spectrum from T-Mobile, this option -- even if it were extended beyond its last known expiration date of July 1, 2023 – would be extremely difficult to finance under current circumstances and is not included in current liquidity assumptions as a cash use case. Offsetting these risks, Dish continues to benefit from the significant implied asset value of its substantial spectrum license holdings, which remain underutilized and generate little operating cash flow. Dish has long maintained that its consolidated business is asset rich, but near-term credit-enhancing strategic or capital market options remain unclear. Any value creation requires monetization through the lengthy and capital-intensive process of converting its fallow spectrum into cash generating operating assets. To date, Dish has invested a total of over $30 billion in its wireless spectrum licenses, including over $10 billion in noncontrolling investments in certain entities. Moody's believes spectrum, as a finite resource, is likely to steadily increase in value over time on a utilized basis. Dish's revenue is primarily derived from Boost prepaid wireless customers acquired from T-Mobile in mid-2020 and certain satellite assets leased to DBS. DBS's Caa1 CFR reflects Moody's concern that increasing secular pressures from changing television consumption habits to subscription video on demand (SVOD) services, like Netflix, Inc. (Baa3 positive) and other direct-to-consumer streaming platforms, will continue to result in increasing cord cutting of traditional linear bundled pay TV services in the US. Subscriber growth at SLING TV, Dish's over-the-top (OTT) pay TV business, is declining such that Moody's does not expect future growth to ever be sufficient to fully mitigate the rising pace of current DBS subscriber loss trends. While unlikely, direct broadcast satellite-distributed traditional linear pay TV providers could be the beneficiaries in future years as last resort video providers, especially if declining pay TV penetration levels results in the elimination of such service offerings by smaller cable companies due to reduced profitability – this might effectively elongate the revenue tail for DBS. This could also provide companies like DBS with more leverage to negotiate against outsized affiliate fee increases by programming networks. DBS debt holders have no legal recourse to Dish or to its wireless spectrum licenses other than the 3.45–3.55 GHz wireless spectrum licenses pledged as collateral for DBS's intercompany loan to Dish. DBS debt holders also have limited protection against the upstreaming of cash to Dish, although the intercompany loan does restrict DBS from using any proceeds from prepayment of that loan to directly make cash dividends or distributions to Dish prior to the full repayment of the intercompany loan. While such a development appears very highly unlikely, Moody's believes that there would be considerable synergistic savings and operating benefits from consolidation in the two-player US direct broadcast satellite sector that would accrue to both DBS and Dish. The rating also considers the company's controlling shareholder structure at both Dish and DBS. That controlling shareholder and Chairman, Charles Ergen, has a demonstrated willingness to be highly acquisitive and to favor debt usage and high debt leverage versus suffering dilution from equity issuances. The rating is additionally constrained by the company's extremely limited transparency regarding fiscal policy, extremely limited financial guidance and flexible indenture covenants that provide for additional debt issuance ability which could further drive debt leverage (Moody's adjusted) higher. As of March 30, 2023 Dish and DBS had about $2.5 billion of unrestricted cash and cash equivalents and marketable investment securities combined. The company has no revolving credit facility. The company also has exposure to the eventual re-auction of some of the AWS spectrum acquired in 2015 which Dish returned to the FCC; this would amount to the difference between the new auction result and the $3 billion that was originally bid for these returned licenses. Dish's need for capital to fund wireless customer growth and the continued build-out of its wireless network will require significant and steady liquidity over at least the next three years. Further increases in debt and leverage without the raising of additional equity capital would increase financial risks at a time when Dish's wireless business model and strategy remain at an early start-up stage and while DBS is unlikely to see secular pressures recede in its pay TV business. The instrument ratings reflect both the probability of default of Dish, as reflected in the Caa1-PD PDR, an average expected family recovery rate of 50% at default and the loss given default assessment of the debt instruments in the capital structure based on a priority of claims. Dish's $3.5 billion of 11.75% senior secured notes due 2027 (spectrum-backed senior secured notes), rated B2, benefit from a first priority lien on the company's equity interests in ParkerB.com Wireless LLC, owner of the company's 600 MHz spectrum licenses. The spectrum-backed senior secured notes have a loan-to-value maximum ratio requirement of 0.35 to 1.00 of the 600 MHz of spectrum collateral. As of January 17, 2023, the fair market value of the 600 MHz spectrum was appraised by a third party at $10.04 billion, or slightly below the maximum 0.35 to 1.00 ratio requirement under the spectrum-backed senior secured notes' indenture; the company may be required to seek additional spectrum appraisals under certain conditions. While the FCC prohibits security interests in FCC spectrum licenses, and some potential uncertainty exists as to the ability to perfect a security interest in the proceeds of a sale of FCC licenses, in Moody's view the negative pledge against any other encumbrances of the spectrum collateral mitigates that potential deficiency for the spectrum-backed senior secured notes. Dish's 600 MHz spectrum is also not subject to the June 2023 automatic forfeiture provisions of the company's agreement with the FCC (which requires a completed wireless network buildout covering 75% of the US population by 2025), materially reducing risks around any spectrum collateral forfeiture. The spectrum-backed senior secured notes also benefit from a first priority lien on the equity of DBS, as well as an unsecured guarantee from DISH Wireless Holding, L.L.C. (the intermediate parent of the company's various other spectrum entities) and unsecured guarantees from other select (but not all) material subsidiaries of Dish. The spectrum-backed senior secured notes do not have guarantees from DBS's direct operating subsidiaries, any subsidiaries directly holding spectrum or subsidiaries holding assets of Dish's retail wireless business. Dish's $6 billion of senior unsecured convertible notes, rated Caa2, are subordinated to the company's spectrum-backed senior secured notes, and do not benefit from any equity pledges or guarantees. The Caa2 rating represents a one notch higher rating than indicated in Moody's LGD model. This reflects that the spectrum-backed senior secured notes and the intercompany loan from DBS (described in next section), which are both ranked ahead of Dish's unsecured notes in Moody's priority of claim waterfall, have priority only on designated spectrum assets (and some additional assets in the case of the spectrum-backed senior secured notes) but not on all available assets. The bulk of DBS's debt is comprised mostly of $6.5 billion of senior unsecured notes, which are rated Caa2 and are subordinated to DBS's senior secured notes. Since 2021, DBS has issued two senior secured notes totaling $5.25 billion, which are rated B2. Proceeds of these senior secured notes were used to partially fund a $6.75 billion intercompany loan to Dish from DBS. Including interest paid in kind the outstanding amount under this intercompany loan totaled $7.16 billion as of March 31, 2023. The intercompany loan is secured by 3.45–3.55 GHz mid-band spectrum licenses held by Dish's wholly-owned subsidiary Weminuche LLC. The senior unsecured notes uniquely and solely benefit from a secured interest in the secured intercompany loan to Dish, but this intercompany loan is not included as collateral for DBS's senior secured notes. The B2 rating represents a one notch lower rating than indicated in Moody's LGD model and reflects the potential for an increase in the proportion of secured debt in the capital structure over time. Dish's Credit Impact Score of CIS-5 reflects the company's aggressive financial policy and exposure to secular societal trends in its pay TV business, which generates most of its revenue and profits. This linear pay television distribution business is facing substantial risk from social and demographical trends as consumers move to direct-to-consumer video-on-demand services and cancel their traditional linear bundled pay TV service. Dish also has sustained high leverage in order to finance purchases of wireless spectrum to develop its facilities-based wireless business. The negative outlook reflects the extremely high execution risks associated with the company's strategy to build and grow an evolving and still-to-be-proven wireless business model as it also confronts subscriber and revenue declines at DBS, margin pressures and negative free cash flow. With limited visibility into growth progress over the next 12-18 months and extremely high and increasing debt leverage (Moody's adjusted), Moody's believes the possibility of distressed debt exchanges are a significant risk, especially given Dish's low equity valuation and weakened debt trading levels. Moody's also believes the company has only a modest operating runway to successfully execute a difficult and comprehensive business growth plan while facing steady debt maturities over the next several years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the capital needs and the start-up nature of the 5G build-out at Dish and the debt maturities and secular pressures at DBS, a rating upgrade for either company is unlikely. However, an upgrade could occur if: 1) material equity capital is raised from a strategic investor or investors, such that little or no additional debt is likely to be needed by Dish to complete the bulk of the buildout of the company's wireless business; and 2) Dish and DBS can manage their debt maturities beyond 2025 and both secular legacy revenue pressures and wireless growth challenges while also reducing debt and debt leverage (Moody's adjusted) to produce strong and stable free cash flows. Moody's recognizes that as Dish continues to transition from an asset holding company (excluding DBS) to a wireless broadband company, the company will face significant costs to build out its network, including additional operating costs and time to market and fund growth before it can begin to achieve enough customers to generate profitable economic returns. The current ratings can tolerate little additional escalation in Moody's expectations for debt leverage (Moody's adjusted) over the next two years. Ratings may be downgraded further if Dish engages in pure debt-financed acquisitions and/or spectrum license purchases or debt-only financed network investments which further increase debt leverage (Moody's adjusted) and add to start-up costs. For DBS, ratings could face a downgrade if leverage is sustained above 5.5x after considering a debt offset for the intercompany loan from Dish or if subscriber losses decline at a faster pace than historical trends or if liquidity becomes constrained. Dish operates a wireless business segment with 7.9 million subscribers of March 31, 2023, making the company the fourth largest US national carrier. Dish's wireless segment operates in two business units: Retail Wireless and 5G Network Deployment. Dish's consolidated revenue for the latest 12 months period ended March 31, 2023 was roughly $16.3 billion. DBS is a wholly-owned subsidiary of Dish and is a direct broadcast satellite pay-TV provider through its Dish TV business, as well as an internet pay-TV provider through its SLING TV business, with a total of approximately 9.2 million subscribers as of March 31, 2023 (7.1 million at Dish TV and 2.1 million at SLING TV). The principal methodology used in these ratings was Pay TV published in October 2021. EAGLE PROPERTIES: Gets Court Approval to Hire Brokers ----------------------------------------------------- Eagle Properties and Investments, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Tranzon Fox, Home Appraising Group and Mike Lewis to provide real estate and appraisal services related to their properties in Dauphin, Pa. The brokers will be paid as follows: a. Tranzon will be compensated on a flat fee basis for providing the Virginia BPOs at the rate of $200.00 per property. If Tranzon is requested to sell a property through an auction, then its compensation is determined based on a percentage of the contract price of the property and paid through a buyer’s premium as set forth in the Representation Letter. However, Debtor recognizes that the sale of certain parcels of high value residential real property may not be well suited for auction, and thus, it may wish Tranzon to list those properties through more traditional real estate sales channels, in which case Tranzon will receive a real estate commission of 6 per cent of the sales price under the terms of the Representation Letter. b. Home Appraisal Group will prepare appraisals for the thirteen Pennsylvania properties at a discounted package fee of $8,200 pursuant. c. Mr. Lewis will prepare BPOs for the Maryland properties for a flat fee of $150 per property (total compensation of $ 750). As disclosed in court filings, the brokers are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The brokers can be reached at: William Londrey Tranzon Fox 121 Pennsylvania Ave Virginia Beach, VA 23462 Tel: (757) 473-9787 Email: blondrey@tranzon.com Diana Dunn Home Appraising Group 18 Campus Blvd, Suite 100 Newton Square, PA 19073 Tel: (215) 531-7979 Mike Lewis 7463 Swan Point Way Columbia, MD 21045 Tel: (443) 324-9626 Email: mkmlgb@aol.com About Eagle Properties and Investments Eagle Properties and Investments, LLC, is a Vienna Va.-based company engaged in leasing real estate properties. It owns 26 properties valued at $9.37 million. Eagle Properties and Investments filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with $9,429,800 in total assets and $14,716,136 in liabilities. Amit Jain, manager, signed the petition. The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC. as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special counsel; and SC&H Group, Inc. as financial advisor and accountant. EAST CHESTNUT: Secured Creditor Schedules Aug. 14 Auction --------------------------------------------------------- H.I.G. Realty Financing II LLC ("secured party") will appear at the offices of King & Spalding LLP, legal counsel to secured party, at 1185 Avenue of the Americas, 34th Floor, New York, New York 10036, and will offer for sale at a public auction on Aug. 14, 2023, at 10:00 a.m. (Prevailing Eastern Time), for the personal property of East Chestnut Realty Holdings LLC, EC21 Holdings LLC, and DC21 Holdings LLC ("Debtors"), on account of unpaid indebtedness owed by the Debtors to Secured Party. The property offered for sale will consist of any and all right, title and interest of the Debtors in, to, or under that certain property identified in (a) uniform commercial code financing statement, filing no. 2020 1885773, that was filed by Secured Party against the Debtors with the Delaware Department of State on March 13, 2020, and (b) uniform commercial code financing statement, filing no. 2021 5553285, that was filed by secured party against the EC Debtor and DC debtor with the Delaware Department of State on July 15, 2021, with respect to certain personal property of the Debtors, and all of DC Debtor's membership interest in DC21 Realty LLC, together with the certificates evidence same; all securities, security certificates, moneys or property representing the pledged interest or representing dividends or interest on any of the pledged interests, or representing a distribution in respect of the pledged interest, or representing a distribution in respect of the pledged interest, or resulting from a split-up, revision, reclassification or other like change of the pledged interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the pledged interests. Owners are the owners, as tenant in common of the real property and improvements located at and known by the street address of 21 East Chestnut Street, Chicago, Illinois. Further information regarding the sale and the collateral may be obtained by contacting Britney Baker at King & Spalding LLP, 1180 Peachtree Street, N.E., Atlanta, Georgia 30309, Email: bbaker@kslaw.com ENERGY ACQUISITION: $115M Bank Debt Trades at 22% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Energy Acquisition Co Inc is a borrower were trading in the secondary market around 77.8 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $115 million facility is a Term loan that is scheduled to mature on June 26, 2026. The amount is fully drawn and outstanding. Energy Acquisition Company, Inc. manufactures electronics components. EXACTECH INC: $235M Bank Debt Trades at 58% Discount ---------------------------------------------------- Participations in a syndicated loan under which Exactech Inc is a borrower were trading in the secondary market around 42.5 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $235 million facility is a Term loan that is scheduled to mature on February 14, 2025. About $220.8 million of the loan is withdrawn and outstanding. Exactech, Inc. develops, manufactures, markets, and sells orthopedic implant devices and related surgical instrumentation. FINTHRIVE SOFTWARE: $1.44B Bank Debt Trades at 16% Discount ----------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 84 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.44 billion facility is a Term loan that is scheduled to mature on December 17, 2028. About $1.42 billion of the loan is withdrawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FITNESS FACTORY: Gets OK to Hire David P. Leibowitz as Counsel -------------------------------------------------------------- The Fitness Factory, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of David P. Leibowitz, LLC. The Debtor requires legal counsel to: a. advise the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; b. attend meetings with, and negotiate with, respective creditors and other parties involved in the Debtor's Chapter 11 case; c. advise and consult on the conduct of the case, including all the legal and administrative requirements of operating in a Chapter 11 case; d. advise the Debtor in connection with real estate and mortgage-related issues; e. advise the Debtor in connection with post-petition financing arrangements and negotiate and draft documents relating thereto; f. provide advice to the Debtor with respect to legal issues arising in or relating to its ordinary course of business; g. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions and proceedings on its behalf, the defense of any actions and proceedings commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved, and objections to claims filed against the estate; h. prepare legal papers; i. prepare a plan of reorganization or liquidation and all related agreements or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; j. attend meetings with third parties and participate in negotiations; k. appear before the bankruptcy court or other courts and the Office of the U.S. Trustee; and l. perform other necessary services. The hourly rates charged by the firm's attorneys and paralegals are as follows: David Leibowitz, Esq. $800 per hour Linda Green, Esq. $550 per hour Paralegals $150 per hour In addition, the firm will seek reimbursement for work-related expenses incurred. The Debtor paid the firm an initial retainer of $20,000, of which $3,200 was used to pay the firm's pre-bankruptcy legal services. As disclosed in court filings, the firm and its attorneys are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David P. Leibowitz, Esq. Law Offices of David P. Leibowitz, LLC 3478 N. Broadway, Unit 234 Chicago, IL 60657-6968 Phone: (312) 662-5750 Email: dleibowitz@lakelaw.com About The Fitness Factory The Fitness Factory, Inc., owns 100% interest in land trust of a 35,000-square-foot roller skating rink and fitness facility in Chicago. The current value of the Debtor's interest in the property is $2.1 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08357) on June 26, 2023, with $2,330,159 in assets and $1,365,056 in liabilities. Matthew Brash of Newpoint Advisors Corporation has been appointed as Subchapter V trustee. Judge Janet S. Baer oversees the case. The Debtor tapped David P. Leibowitz, Esq., at the Law Offices of David P. Leibowitz, LLC as bankruptcy counsel, and Kathy Gilbert as accountant. FITNESS FACTORY: Gets OK to Hire Kathy Gilbert as Accountant ------------------------------------------------------------ The Fitness Factory, Inc., received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Kathy Gilbert, an accountant at Checks and Balances, Inc. The Debtor requires an accountant to assist it with necessary reporting, projections and tax matters in connection with its Chapter 11 case. Ms. Gilbert charges an hourly fee of $175 for her services. As disclosed in court filings, Ms. Gilbert is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Ms. Gilbert can be reached at: Kathy Gilbert Checks and Balances, Inc. 1275 North Clybourn Avenue Chicago, IL 60610 Phone: +1.3123299244 Email: kgilbert@balance-me.com About The Fitness Factory The Fitness Factory, Inc. owns 100% interest in land trust of a 35,000-square-foot roller skating rink and fitness facility in Chicago. The current value of the Debtor's interest in the property is $2.1 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08357) on June 26, 2023, with $2,330,159 in assets and $1,365,056 in liabilities. Matthew Brash of Newpoint Advisors Corporation has been appointed as Subchapter V trustee. Judge Janet S. Baer oversees the case. The Debtor tapped David P. Leibowitz, Esq., at the Law Offices of David P. Leibowitz, LLC as bankruptcy counsel, and Kathy Gilbert as accountant. FLEXSYS HOLDINGS: S&P Assigns 'B' ICR, Outlook Negative ------------------------------------------------------- S&P Global Ratings assigned its 'B' foreign and local issuer credit rating to Flexsys Holdings Inc. S&P will now publish reports at the parent company level. The language used in this report is largely the same as that used in its prior research update on Flexsys Inc. published July 14, 2023. The negative outlook reflects the one-in-three risk of a downgrade if it appears likely Flexsys's credit measures will weaken to levels inappropriate for the ratings; for example, if its weighted average adjusted debt to EBITDA ratio of under 6.0x. Flexsys is facing a variety of headwinds. Revenue (ex-tolling) for the overall company was down 5.6% in the first quarter, with most of the decrease attributable to the antidegradants and stabilizers unit while the vulcanizing agents segment's revenue was flat. After experiencing a steady run-up from the depths of the pandemic, the company's antidegradants volumes have weakened since the start of 2022. This is despite data that show roughly 2% greater vehicle miles driven in the U.S. for the 12 months ended May 2023 compared to the same period last year. On the vulcanizing agent side, Flexsys has exposure to the tire market in Asia. The Chinese economy's reopening story has been uneven, because the expansion in services activity has slowed recently while factory activity has declined for consecutive months. Flexsys's sales of vulcanizing agents are skewed a bit toward commercial-related (e.g., trucks and buses) tire replacement demand, which is underperforming that of passenger vehicles. Tepid replacement tire demand portends soft volumes for Flexsys's rubber chemicals. The company is also facing stiff competition in China and Southeast Asia, which has hurt performance in its vulcanizing agent unit. The company has instituted new leadership in Shanghai to improve its commercial initiatives in the Asia-Pacific region. S&P Said, "We do not anticipate significant free cash flow this year. Given the recent interest rate hikes and the lack of hedges on its debt, we see Flexsys's interest expense rising to $56 million in 2023 from $41 million last year. This will hurt its free operating cash flow (FOCF) and interest coverage. We understand the company may benefit from cost reductions, execution, and inventory-level optimization, but this may not be enough to offset the negative free cash flow experienced in the first half of the year. The company made payments to vendors in the first half of 2023 related to enterprise resource planning system costs, and we expect it to experience typical working-capital build in June and September. Flexsys could generate $5 million or more of FOCF in the back half of 2023 (which may be applied to repay revolver debt outstanding), but that would still put the full-year figure at negative $3 million. Still, this would be much better than the $78 million outflow last year. In 2024, the company could generate $20 million to $24 million, depending on capital-spending austerity. We expect Flexsys's liquidity consisting of cash on hand and revolver availability to stay north of $50 million by year-end." Operational execution in the face of macro-related headwinds will be critical. Flexsys will need to improve its operational execution to keep its credit measures at appropriate levels for the ratings. It has so far been able to effectively manage price-cost dynamics, keeping its average selling prices at relatively high levels, but it remains to be seen what the pace of the price give-back looks like as raw material input costs deflate. Average selling prices have not exhibited capitulation as of yet. The company will also seek to achieve $10 million to $15 million of annual cost savings from its Project Lighthouse operational execution program. It will attempt to optimize its repair and maintenance spending at the plant level as well as its supply chain and warehouse-related activities. S&P Global Ratings' negative outlook on Flexys reflects the one-in-three potential for lower ratings during the next year if the company's performance does not improve, and it becomes likely that its credit measures are likely to remain weak. S&P said, "We would view a weighted average debt-to-EBITDA ratio that exceeds 6.0x and an EBITDA to interest coverage ratio that is continually below 1.5x as being more in line with lower-rated issuers. Though Flexsys has completed much of the growing pains associated with its transition to a stand-alone entity, its operational execution and price-cost management will be very important this year, as macroeconomic conditions remain uncertain and competitive pressure in Asia continues. We assume there will be no material increases in debt to fund acquisitions in our base-case scenario. In addition, we expect the company to maintain adequate liquidity through cash and revolver availability, as free cash flow generation is unlikely to be positive this year." S&P said, "We could lower our ratings on Flexsys within the next 12 months if macroeconomic conditions and credit measures weaken beyond our base-case forecast. This scenario may involve Flexsys's debt-to-EBITDA ratio exceeding 6.0x on a weighted average basis (it was 6.9x on a trailing 12 month basis at March 31, 2023), with no prospects for improvement. This could occur if there is a weaker macroeconomic environment than we anticipated, ongoing muted demand and customer destocking, increased pressure from substitute products, or a loss of a key customer. In such a scenario, EBITDA margins would decline 250 basis points beyond our base-case expectation. We could also lower our rating if we believed the company's financial policy would no longer support its current credit quality. This could occur if financial sponsor One Rock Capital chooses to undertake a large debt-funded acquisition or dividend recapitalization that stretches credit measures. In addition, we could take a negative rating action if the company's liquidity materially weakened such that we anticipated its sources would be less than 1.2x its uses. "While less likely, we could take a positive rating action within the next 12 months if the company's operating performance and credit measures are stronger than we expected, perhaps exemplified by a debt leverage ratio of below 5x and remaining sustained below that threshold. This could occur if the tire market grew at a pace greater than expected, or stimulus programs in Asia catalyzed a more earnest reopening of the regional economy, supporting volume growth for Flexsys. Improving its market share in the eastern market and being able to hold on to pricing gains while realizing cost savings from its operational efficiency program could also contribute to better results. Nonetheless, a critical factor when considering an upgrade would be the degree of clarity regarding the company's financial policies. We would need to be assured that One Rock would support keeping credit measures at the stronger levels after factoring in any growth initiatives." ESG credit indicators: E-2; S-2; G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Flexsys Holdings, Inc., as is the case for most rated entities owned by private-equity sponsors. We view financial sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of the controlling owners, typically with finite holding periods and a focus on maximizing shareholder returns." G.D. III INC: Affiliate Taps CPA & Associates as Tax Advisor ------------------------------------------------------------ 12-16 S. Patterson Park Avenue Development, LLC, an affiliate of G.D. III, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Larry Strauss ESQ, CPA & Associates, Inc. as accountant and tax advisor. The firm will render these services: (a) prepare estate tax returns and other tax related filings; (b) review tax claims to determine if a purpose would be served in objecting to the allowance or the amounts of any such claims; (c) provide other accounting and tax-related services to the Debtor. The hourly rates of the firm's professionals are as follows: Partners $500 Managers $390 Supervisors $345 Seniors $280 Staff $165 Larry Strauss, Esq., CPA, president of Larry Strauss ESQ, CPA & Associates, Inc., disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Larry I. Strauss, Esq., CPA Larry Strauss ESQ, CPA & Associates, Inc. 2310 Smith Avenue Baltimore, MD 21209 Telephone: (410) 484-2142 Facsimile: (443) 352-3282 Email: Larry@LarryStraussESQCPA.com About G.D. III G.D. III, Inc. is a Baltimore-based company engaged in renting and leasing real estate properties. G.D. III filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-12393) on May 3, 2022, with $6,500,000 in assets and $7,549,273 in liabilities. On June 15, 2023, 12-16 S. Patterson Park Avenue Development, LLC filed Chapter 11 petition (Bankr. D. Md. Case No. 23-14209), with up to $10 million in both assets and liabilities. The cases are jointly administered under Case No. 22-12393. Judge Michelle M. Harner oversees the cases. G.D. III tapped Timothy Mummert, Esq., at Mummert Law Firm as legal counsel and Richard Fleischer, CPA as accountant. Addison J. Chappell, Esq., at Miles & Stockbridge PC serves as legal counsel for 12-16 S. Patterson Park Avenue Development and Patricia Jefferson, the Chapter 11 trustee appointed in G.D. III's case, while Larry Strauss ESQ, CPA & Associates, Inc. serve as their tax advisor and accountant. GATOR COURIER: Hires Toni Campbell Parker as Counsel ---------------------------------------------------- Gator Courier, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Tennessee to employ Toni Campbell Parker as counsel. Law Firm of Toni Campbell Parker to handle its Chapter 11 case. The firm will be paid at these rates: Toni Campbell Parker $350 per hour Paralegals $100 per hour In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $10,000. Toni Campbell Parker, Esq., disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Toni Campbell Parker, Esq. Law Firm of Toni Campbell Parker 45 North Third Ave, Ste. 201 Memphis, TN 38103 Tel: (901) 683-0099 Email: Tparker002@att.net About Gator Courier, Inc. Gator Courier, Inc. is a courier service provider in Rossville, Tenn. Gator Courier filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-22453) on May 22, 2023, with $1,094,000 in assets and $1,816,507 in liabilities. Mark Allen, manager, signed the petition. Judge Jennie D. Latta oversees the case. The Debtor is represented by the Law Office of Toni Campbell Parker. GIBSON BRANDS: $300M Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which Gibson Brands Inc is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $300 million facility is a Term loan that is scheduled to mature on August 13, 2028. The amount is fully drawn and outstanding. Gibson Brands, Inc. is an American manufacturer of guitars, other musical instruments, and professional audio equipment from Kalamazoo, Michigan, and now based in Nashville, Tennessee. GULFPORT ENERGY: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Gulfport Energy Corporation's Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has also affirmed Gulfport's first-lien revolver at 'BB+'/'RR1' and the senior unsecured notes at 'BB-'/'RR3'. The Rating Outlook is Stable. Gulfport's rating reflects the company's low leverage ratios (at or below 1.0x), materially reduced firm transportation costs, strong FCF yields, improved liquidity, and modest production growth. The company is expected to be FCF positive over the ratings horizon. These factors are offset by a modest but reasonable hedging program and below-average scale. Excess FCF allows for the potential for shareholder-friendly actions, such as shareholder repurchases, dividends, and preferred redemption. The Stable Outlook reflects the company's solid liquidity and FCF generation, which should negate the impact of potentially lower-than-expected natural gas prices. KEY RATING DRIVERS Strong FCF Generation: Fitch's expectation that Gulfport will generate strong FCF throughout the forecast horizon on both Base case and Strip pricing assumptions supports the rating. The company has a high EBITDA-to-FCF conversion rate given low interest payments and a relatively low maintenance capex spending plan. Cash is expected to accumulate even under the assumption of annual share repurchases over the forecast horizon, which is currently not contemplated by management beyond the existing $400 million board-approved repurchase. Low Leverage/Strong Liquidity: Gulfport's debt/EBITDA is expected to remain at or below 1.0x over the forecast horizon. Management's target for debt/EBITDA of 1.0x is one of the lowest in the sector, which the company is currently meeting. Fitch forecasts sufficient FCF generation to both repay the $145 million outstanding on the revolver at the end of 2022 and execute share repurchases while still building cash on the balance sheet. Potentially Larger Shareholder Returns: The potential for expanding shareholder returns cannot be dismissed, given Gulfport's expected strong FCF and low debt. The company currently has a $400 million share repurchase program in effect, with $116 million remaining as of March 31, 2023. Gulfport could further increase the share repurchase program, although future repurchases could be limited by the company's small equity holder base and valuation issues. Management is also contemplating a dividend. Merger and acquisitions may be difficult to complete given the widening of bid-ask spreads. Gulfport may pursue smaller leasehold acquisitions on acreage complementary to its current acreage. Retirement of the preferred stock is a possibility. Fitch applies zero equity credit to the $52.3 million of the preferred outstanding as of March 31, 2023. Capex to Maintain Production: Fitch estimates that approximately $350 million of annual capex spending would be required to maintain production. Gulfport is expected to spend more than this which should allow for moderate production growth throughout the forecast period. The company has experienced cost inflation like other E&Ps but the pace of cost increase is slowing and may reverse. Production is expected to grow in the single-digit range over the forecast horizon. Management is shifting spending towards the Marcellus as it delineates its acreage in the more liquids-rich portion of the play. Hedging Exposure: Gulfport has approximately 50% of its production hedged in 2023 and 2024 at an average of $3.57 and $3.93, respectively. The company also maintains basis hedges to hedge against widening basis differentials. Gulfport's hedge position is reasonable particularly given the company's low debt burden. Maintaining a conservative hedging policy is important due to Gulfport's high exposure to volatile natural gas pricing and relatively low netbacks. The previous management team at Gulfport sold a material amount of call options on its 2023-2025 production in 2019 to enhance returns on its existing hedging portfolio at strike prices of ranging from $3.21 to $5.80. The short calls represent natural gas production of approximately 43% of 2023, 22% in 2024, and 22% in 2025. Fitch does not believe the short call position negatively affects the credit, but does limit upside potential. The current management does not intend on pursuing this strategy in the future. DERIVATION SUMMARY Gulfport's 2022 production of 979 mmcfe/d was below Comstock Resources (B+/Stable; 1,373 mmcfe/d), Ascent Resources Utica Holdings (B/Positive; 2,115 mmcfe/d) and larger than Aethon United BR LP (B/Stable; 803 mmcfe/d and SM Energy (BB-/Stable; 871mmcfe/d). The company's proved reserves of 4 TCFE are also below all the peers with the exception of SM Energy. Gulfport's 2022 Fitch calculated unhedged netback of $4.83 was below all of the peers primarily due to high gathering & transportation unit costs. G&T costs are higher in the Marcellus and Utica basins than in the Haynesville. Gulfport's G&T unit cost of $1/mcfe was below comparable Utica basin peer Ascent's at $1.27/mcfe. Gulfport's debt/EBITDA (Fitch calculations) of 1.0x in 2022 is below most peers except SM Energy (BB-/Stable) at 0.7x and is expected to remain below peers. KEY ASSUMPTIONS Fitch's Key Assumptions Within The Rating Case for the Issuer: -- Henry Hub natural gas price of $3.00/mcf in 2023, and $3.50/mcf in 2024, $3.00/mcf in 2025, and $2.75/mcf in 2026; -- WTI oil price of $75/bbl in 2023, $70/bbl in 2024, $65/bbl in 2025, and $60/bbl in 2026; -- Production up approximately 7% in 2023 and then low single digit thereafter; -- Capex in a range of approximately $475 to $575 million per year; -- Excess cash used to repay revolver borrowings and fund share distributions. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Increased production and reserve scale; -- Improved netbacks particularly through lower firm transportation and gas gathering costs; -- While maintaining mid-cycle EBITDA leverage of 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Change in financial policy that leads to shareholder returns at the expense of creditors and reduces liquidity; -- Mid-cycle EBITDA leverage above 2.0x; -- A material reduction in netbacks. LIQUIDITY AND DEBT STRUCTURE Ample Liquidity: With $826 million available on its $900 million committed revolving credit facility ($1.1 billion borrowing base), which matures in 2027, and expected consistent positive free cash flow, Gulfport has ample liquidity. The revolving credit facility was upsized and extended to May 2027 (from October 2025) in 2Q23. ISSUER PROFILE Gulfport Energy Corporation is an independent natural gas-weighted exploration and production company with assets located in the Appalachia (primarily Eastern Ohio targeting the Utica formation) and Anadarko (primarily Central Oklahoma targeting the SCOOP Woodford and Springer formation) basins. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. HATCH & CO: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Hatch and Company, Inc. asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral on an emergency basis in accordance with the proposed budget. The Debtor requires the use of cash collateral to pay operational and administrative expenses. Live Oak Banking Company and the U.S. Small Business Administration assert an interest in the cash collateral. The Debtor will use the cash collateral for the period commencing on the petition date and ending on the earlier of the following dates or events: (a) the appointment of a Chapter 11 Trustee; (b) the conversion of the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code; (c) the occurrence of a default thereunder which remains uncured as provided therein; (d) the entry of an order dismissing the Bankruptcy Case and such Order becoming effective pursuant to its terms; or (e) further order of the Bankruptcy Court. These events constitute an Event of Default: (i) the conversion or dismissal of the case; or (ii) the appointment of a trustee or an examiner with expanded powers in the case; and (iii) the Debtor's failure to comply with the Interim Order and the Final Order. Live Oak asserts a claim against the Debtor in connection with two separate Small Business Administration loans: (i) SBA Loan # -9170-09, evidenced by thae U.S. Small Business Administration Note dated March 8, 2019, by and between Live Oak as the "Lender" and the Debtor as the "Borrower", in the original principal amount of $2.730 million, and related loan and security documentation, and (ii) SBA Loan # -0370-07, evidenced by the U.S. Small Business Administration Note dated March 8, 2019, by and between Live Oak as the "Lender" and the Debtor as the "Borrower", in the original principal amount of $100,000, and related loan and security documentation. The current balance of SBA Loan #1 is approximately $1.975 million the current balance of SBA Loan #2 is approximately $62,969. As adequate protection, the Debtor proposes to grant Respondents a replacement lien in the Debtor's property, matching the kind and priority of Respondents' existing liens on the Debtor's property as of the Petition Date. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=Zg2oqf from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $26,387 for July 2023; $26,387 for August 2023; $26,387 for September 2023; $31,010 for October 2023; $32,360 for November 2023; and $24,410 for December 2023; About Hatch and Company, Inc. Hatch and Company, Inc. was incorporated on November 26, 2018 in Georgia. The Debtor offers various services such as tree trimming, pruning, removal, stump grinding, cutting and chipping, crane and bobcat services, tree analysis, and tree insurance claims assistance. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56969-lrc) on July 4, 2023. In the petition signed by Stephen Thomas Hatch, chief financial officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., represents the Debtor as legal counsel. HAWKEYE ENTERPRISES: Stephen Coffin Named Subchapter V Trustee -------------------------------------------------------------- The Acting U.S. Trustee for Region 13 appointed Stephen Coffin, Esq., attorney at The Small Business Law Center, as Subchapter V trustee for Hawkeye Enterprises, LLC. Mr. Coffin will be paid an hourly fee of $285 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Coffin declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Stephen D. Coffin, Esq. Attorney at Law, MBA The Small Business Law Center 2705 St. Peters-Howell Rd, Suite A St. Peters, MO 63376 Phone: (636) 244-5252 Fax: (636) 486-1788 Email: scoffin@tsblc.com About Hawkeye Enterprises Hawkeye Enterprises, LLC filed Chapter 11 petition (Bankr. E.D. Mo. Case No. 23-42494) on July 17, 2023, with $328,232 in assets and $1,488,755 in liabilities. Robert Moellering, owner, signed the petition. Judge Brian C. Walsh oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald P.C. is the Debtor's legal counsel. HIGHPEAK ENERGY: Moody's Withdraws 'B2' Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn all assigned ratings for HighPeak Energy, Inc., including its B2 Corporate Family Rating, because the company did not complete its proposed debt issuance. Withdrawals: Issuer: HighPeak Energy, Inc. Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Senior Unsecured Regular Bond/Debenture, Withdrawn, previously rated B3 Outlook Actions: Issuer: HighPeak Energy, Inc. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE The ratings were withdrawn because HighPeak did not issue its proposed senior unsecured notes. HighPeak is a publicly listed independent exploration and production (E&P) company headquartered in Fort Worth, Texas. HOLDINGS MANAGEMENT: Unsecureds Will Get 2% in Subchapter V Plan ---------------------------------------------------------------- Holdings Management Company and H.M.C. Inc. filed with the U.S. Bankruptcy Court for District of Maryland a Joint Subchapter V Plan dated July 24, 2023. Holdings Management is a Maryland corporation founded in 2019 and operates as a commercial manufacturer of custom architectural millwork packages and acoustic building materials. H.M.C. was in the business of commercial foodservice design-build, primarily contracted by large or mid-size foodservice facility operators nationwide for the government, healthcare systems, and university systems. The impetus for the Debtors' bankruptcy filings was significant cashflow issues suffered by Holdings due to non-payment on two large projects for which it had already completed work. One being a local state college where the total for all work performed by Holdings exceeds $2,500,000, yet Holdings remains to be paid approximately $1,000,000 by the general contractor, despite completion in September 2022 and with no deficiencies reported. The second project being a federal government building in Northern Virginia, where Holdings completed work of approximately $1,800,000, yet has been paid less than $850,000. Both H.M.C. and Holdings are owned solely Kara DiPietro. As H.M.C. was in distress and struggled to fulfill its obligations to creditors, Holdings assisted by supporting H.M.C.'s operations, enabling H.M.C. to finish its projects and not default on its contracts. The Debtors' cases are being jointly administered and, given the successorship claims from H.M.C. to Holdings, which are expected to be significant, substantive consolidation is a proposed term of the instant Plan. The future of the Holdings is dependent upon completing its pending contracts, for its benefit and the benefit of the general contractors, the sureties, and the subcontractors/suppliers on those projects who are creditors. In addition, Holdings continues to obtain new contracts and has modified its business terms and target projects to prevent the cashflow problems from repeating. This Plan is premised upon the substantive consolidation of the Debtors' respective bankruptcy estates. The Debtors submit that their assets and debts are sufficiently intertwined to warrant substantial consolidation of their estates, which will recognize the reality of the Debtors' intertwined obligations. Class X consists of Allowed Unsecured Claims (included cramdown secured claims). Pro rata from Disposable Income for Unsecured Creditors (annual distribution). The allowed unsecured claims total -$5,000,000. This Class will receive a distribution of 2% of their allowed claims. This Class is impaired. During the term of this Plan, the Debtors shall submit their Projected Disposable Income (or value of such Projected Disposable Income) necessary for the performance of this Plan to the Subchapter V Trustee and shall pay the Trustee the sums set forth herein. A full-text copy of the Subchapter V Plan dated July 24, 2023 is available at https://urlcurt.com/u?l=KlESnu from PacerMonitor.com at no charge. Counsel for Debtors: Joseph M. Selba, Esq. Tydings & Rosenberg, LLP 1 E. Pratt Street, Suite 901 Baltimore, MD 21202 Telephone: (410) 752-9700 Email: jselba@tydingslaw.com About Holdings Management Holdings Management Company is a Maryland corporation and commercial manufacturer of custom architectural millwork packages and acoustic building materials. The company was founded in 2019 to play an active role in the next era of manufacturing innovation, growth, and development. As a 100% woman-owned, small business, Holdings Management is contracted by large and mid-size construction managers, general contractors, product designers, architects, procurement managers, supply chain buyers, origin manufacturers, resellers, and wholesalers. Holdings Management sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-11233) on February 24, 2023, with up to $10 million in assets and up to $10 million in liabilities. Kara Anne DiPietro, president of Holdings Management, signed the petition. Judge Nancy V. Alquist oversees the case. The Debtor tapped Joseph M. Selba, Esq., at Tydings & Rosenberg, LLP as bankruptcy counsel and Saxton & Stump as special litigation counsel. HTG MOLECULAR: Taps Lewis Roca Rothgerber as Co-Counsel -------------------------------------------------------- HTG Molecular Diagnostics, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Lewis Roca Rothgerber Christie, LLP as co-counsel with John C. Smith Law Offices, PLLC. The firm will provide these services: a. advise Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business and property; b. prepare on behalf of Debtor, as debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of Debtor's estate; c. take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of Debtor's estate; d. appearing in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of Debtor; e. take all necessary action to protect and preserve the value of Debtor's estate, including all related matters; and f. performing all other services assigned by Debtor. The firm will be paid at these rates: Robert M. Charles $650 per hour Laura M. Pasqualone $525 per hour Ashley K. Beck $360 per hour Catherine A. Macan $310 per hour The firm held a retainer of $27,820. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert M. Charles, Jr., Esq., a partner at Lewis Roca Rothgerber Christie, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert M. Charles, Jr., Esq. Lewis Roca Rothgerber Christie, LLP 201 East Washington St. Suite 1200 Phoenix, AZ 85004 Tel: (520) 629-4427 Email: rcharles@lewisroca.com About HTG Molecular Diagnostics HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Tucson, Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which is comprised of instrumentation, consumables and software analytics, automates the molecular profiling of genes and gene activity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023. In the petition signed by Shaun McMeans, senior vice president and chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kate Sickles oversees the case. The Debtor tapped John C. Smith Law Offices, PLLC and Lewis Roca Rothgerber Christie, LLP as bankruptcy counsels; and The Rosner Law Group, LLC as Delaware counsel. Silicon Valley Bank, as lender, is represented by Alex Rheaume, Esq., at Morrison & Foerster LLP. HTG MOLECULAR: Taps John C. Smith Law Offices as Counsel -------------------------------------------------------- HTG Molecular Diagnostics, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ John C. Smith Law Offices, PLLC as counsel. The firm will provide these services: a. advise the Debtor with respect to its powers and duties in the continued management and operation of its business and property; b. prepare on behalf of Debtor, as debtor in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of Debtor's estate; c. take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of Debtor's estate; d. take all necessary action to protect and preserve the value of Debtor's estate, including all related matters; and e. performing all other services assigned by Debtor. The firm will be paid at these rates: John C. Smith, Esq. $450 per hour Katherine Manns $200 per hour The firm held a retainer of $10,640. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John C. Smith, Esq., a partner at Gerald K. Smith and John C. Smith Law Offices, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John C. Smith, Esq. John C. Smith Law Offices, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 722-9096 Email: john@smithandsmithpllc.com About HTG Molecular Diagnostics HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Tucson, Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which is comprised of instrumentation, consumables and software analytics, automates the molecular profiling of genes and gene activity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023. In the petition signed by Shaun McMeans, senior vice president and chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kate Sickles oversees the case. The Debtor tapped John C. Smith Law Offices, PLLC and Lewis Roca Rothgerber Christie, LLP as bankruptcy counsels; and The Rosner Law Group, LLC as Delaware counsel. Silicon Valley Bank, as lender, is represented by Alex Rheaume, Esq., at Morrison & Foerster LLP. HTG MOLECULAR: Taps Rosner Law Group as Delaware Counsel -------------------------------------------------------- HTG Molecular Diagnostics, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ The Rosner Law Group, LLC as Delaware counsel. The firm's services include: a. providing legal advice regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtor's goals in connection with the prosecution of this Subchapter V Case; b. preparing legal papers; c. taking all necessary actions in connection with any Chapter 11 plan and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; d. appearing in court and at any meeting with the U.S. Trustee and creditors; e. taking all necessary action to protect and preserve the value of the Debtor's estate; and f. performing all other services assigned by the Debtor. Rosner Law Group will be paid at these rates: Frederick B. Rosner, Esq. $400 per hour Scott J. Leonhardt, Esq. $375 per hour Zhao (Ruby) Liu, Esq. $350 per hour Jason A. Gibson, Esq. $325 per hour The firm received a retainer of $25,000. Frederick Rosner, Esq., a partner at The Rosner Law Group, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Frederick B. Rosner, Esq. The Rosner Law Group, LLC 824 N. Market St. Wilmington, DE 19801 Tel: (302) 777-1111/(302) 319-6300 Email: rosner@teamrosner.com About HTG Molecular Diagnostics HTG Molecular Diagnostics, Inc. is a commercial-stage company that develops and markets a technology platform to facilitate the routine use of complex molecular profiling. The Tucson, Arizona-based Company's HTG Edge and HTG EdgeSeq platforms, which is comprised of instrumentation, consumables and software analytics, automates the molecular profiling of genes and gene activity. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10732) on June 5, 2023. In the petition signed by Shaun McMeans, senior vice president and chief financial officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Kate Sickles oversees the case. The Debtor tapped John C. Smith Law Offices, PLLC and Lewis Roca Rothgerber Christie, LLP as bankruptcy counsels; and The Rosner Law Group, LLC as Delaware counsel. Silicon Valley Bank, as lender, is represented by Alex Rheaume, Esq., at Morrison & Foerster LLP. ILARI AUTO SERVICE: Taps Goldberg Simpson as Legal Counsel ---------------------------------------------------------- Ilari Auto Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Goldberg Simpson, LLC as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties in the continued operations and management of its property; b. take all necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare legal papers; and d. perform other legal services for the Debtor in connection with its bankruptcy case and the formulation and implementation of its Chapter 11 plan. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. Michael McClain, Esq., at Goldberg Simpson, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael W. McClain, Esq. Goldberg Simpson, LLC 9301 Dayflower Street Prospect, KY 40059 Tel: (502) 589-4440 Email: mmcclain@goldbergsimpson.com About Ilari Auto Service Ilari Auto Service, Inc. filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-31541) on June 30, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Joan Lloyd oversees the case. Michael W. McClain, Esq., at Goldberg Simpson, LLC represents the Debtor as counsel. INNOVATE CORP: CEO Wayne Barr Passes Away; Interim CEO Appointed ---------------------------------------------------------------- Innovate Corp. announced that Wayne Barr, president, chief executive officer and director, passed away unexpectedly on July 22, 2023. The Board has appointed chief operating officer Suzi Herbst as interim chief executive officer. Avram Glazer, Chairman of the Board of Directors, said, "It is with great sadness that we announce the passing of Wayne Barr. Wayne was an outstanding colleague and friend, and he will be greatly missed. On behalf of all of INNOVATE's employees and the Board of Directors, I extend our deepest sympathies to the entire Barr family." Glazer continued, "With Wayne's passing, INNOVATE has suffered a great loss. However, the Board is confident that Suzi Herbst, INNOVATE's Chief Operating Officer who will be acting as interim CEO, and the rest of the INNOVATE management team, will continue to lead INNOVATE forward and capitalize on the opportunities that Wayne created." About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2021, the Company's three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate Corp. reported a net loss of $42 million in 2022, compared to a net loss of $236.2 million in 2021. As of March 31, 2023, the Company had $1.04 billion in total assets, $1.15 billion in total liabilities, $12.1 million in total temporary equity, and a total stockholders' deficit of $118.1 million. * * * As reported by the TCR on May 17, 2023, S&P Global Ratings lowered its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P said, "We expect Innovate to maintain less than adequate liquidity over the next 12 months. This reflects our expectation that while the company has enough liquidity to continue operating for the next 12 months, we believe the cushion is very thin and could quickly erode." INSPIREMD INC: Appoints Amir Kohen as Interim CFO ------------------------------------------------- The Board of Directors of InspireMD, Inc. appointed Amir Kohen, the Company's vice president of Finance and Human Resources, to serve as interim chief financial officer, secretary and treasurer during the time that Craig Shore is out on medical leave, according to a Form 8-K filed by the Company with the Securities and Exchange Commission. Mr. Kohen, age 43, has served as the Company's vice president of Finance and Human Resources since June 2014 and prior to that from May 2011, Mr. Kohen served as the Company's Director of Finance. Mr. Kohen has over 18 years of experience in financial and accounting management, including experience with global listed companies in the U.S. and Israel. Prior to joining the Company, Mr. Kohen spent six years at PwC in various management roles. Mr. Kohen graduated with honors with a B.A. in Economics, Business Management & Accounting and an MBA in Financial Management, both from the Tel Aviv University. In addition, Mr. Kohen graduated with honors with an M.A. in Law from Bar Ilan University. There are no arrangements or understandings between Mr. Kohen and any other person pursuant to which Mr. Kohen was appointed to serve as the interim chief financial officer of the Company. There are no family relationships between Mr. Kohen and any of the Company's directors or executive officers. Mr. Kohen has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K. Mr. Kohen is party to an Employment Agreement with the Company, which took effect on May 5, 2011, as subsequently amended. As of Jan. 1, 2023, Mr Kohen is entitled to an annual base salary of 708,000 NIS (approximately $197,000) and is entitled to a yearly gross bonus of 30% of his base salary, which will be based on the assessment of Mr. Kohen's individual performance and the overall performance of the Company. The Agreement was entered into for an indefinite period, and it may be terminated at any time by the Company with a four months' notice period or by Mr. Kohen with a two months' notice period; however, no notice period applies in case of termination for Cause. The Agreement further provides for standard benefits, such as car allowance, contributions to his severance, pension, vocational studies and disability funds and cell phone. The Agreement also contains certain standard confidentiality requirements. About InspireMD Headquartered in Tel Aviv, Israel, InspireMD, Inc. -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD reported a net loss of $18.49 million for the year ended Dec. 31, 2022, compared to a net loss of $14.92 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.65 million in total assets, $7.26 million in total liabilities, and $17.39 million in total equity. Tel-Aviv, Israel-based Kesselman&Kesselman, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. IRREGULAR MIKES: Unsecureds Will Get 25% of Claims in 5 Years ------------------------------------------------------------- Irregular Mikes, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York a Chapter 11 Plan of Reorganization dated July 24, 2023. The Debtor is a New York limited liability company and has operated Baker Streets, as family-friendly neighborhood sports bar at 1152-1154 First Avenue, in Manhattan Borough, City of New York ("Premises"). The Debtor fell behind on its obligations to its landlord of the Premises during its protracted renovation, and delayed opening and suffered severely from the Covid 19 business slowdown. Those circumstances led to it seeking the breathing spell afforded by the operation of Chapter 11. Debtor's management expects that the increased business and concomitant profitability will allow it to reorganize under this Court's protections. Pursuant to the schedules and the proofs of claim filed with the Bankruptcy Court, the Debtor believes it has total unsecured debt of approximately $449,771.97, of which 24,876.53 is priority tax debt. The Debtor believes that the instant Plan is feasible as required pursuant to Section 1129 (a)(ii) of the Bankruptcy Code. Through its chapter 11 filing, the Debtor expects to free itself of its disputed creditors, dispose of all open, pending and threatened litigation, and continue its operations with more robust financials with the assistance of an infusion of cash from investors, lenders, or a combination of both. As a result, the Debtor will be able to continue operations at a profit. Class 1 consists of the Claims of Internal Revenue Service, and Department Taxation and Finance of New York State, filed in the aggregate amount of $84,688.85. Priority Unsecured Claims will be paid in full, in 5 equal annual installments commencing on December 31, 2023. Class 1 is an Impaired Class. Class 2 consists of all General Unsecured Claims. General Unsecured Claims will receive a twenty-five percent (25%) distribution on their Allowed Claims in 5 equal annual installments commencing on December 31, 2023. Class 2 is an Impaired Class. Class 3 consists of all Interests in the Debtor. The Holders of Class 3 Interests will retain their existing Interests in the Debtor. Class 3 is not an Impaired Class. The Debtor will continue to exist after the Effective Date as a limited liability company, with all the powers of a limited liability company under applicable law under the same by-laws and articles that governed it prior to the Petition Date. The Plan shall be implemented as follows: from the Debtor's cash on hand, cash generated from ongoing operations, and cash infusion/equity contributions from investors and/or loans in an amount as may be needed throughout the duration of this Plan. A full-text copy of the Plan of Reorganization dated July 24, 2023 is available at https://urlcurt.com/u?l=j1KH4c from PacerMonitor.com at no charge. Attorneys for the Debtor: Gabriel Del Virginia, Esq. Law Offices of Gabriel Del Virginia 30 Wall Street, 12th Floor New York, NY 10005 Tel: (212) 371-5478 Fax: (212) 371-0460 Email: gabriel.delvirginia@verizon.net About Irregular Mikes Irregular Mikes, LLC was established in May 2021 as a domestic limited liability company type registered at 1152 First Avenue, New York. Irregular Mikes filed voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y., Case No. 23-10084) on Jan. 24, 2023, with 500,000 to $1 million in both assets and liabilities. Judge Lisa Beckerman oversees the case. The Law Offices of Gabriel Del Virginia is the Debtor's counsel in its Chapter 11 case. ITTELLA INTERNATIONAL: Gets OK to Hire Cutsheet, Appoint CRO ------------------------------------------------------------ Ittella International, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Central District of California to hire Cutsheet Express, LLC and designate Edward Bidanset, the firm's principal owner, as their chief restructuring officer. The Debtors require a restructuring advisor to oversee the administration of their Chapter 11 cases and make decisions affecting the manner in which their bankruptcy cases proceed. The firm's services include: 1. exercise authority over all members of management and staff with the authority to hire, terminate, and change the compensation and benefits of all employees; 2. prepare and present a preliminary action plan, timeline and a budget for the Debtors' Chapter 11 bankruptcy cases; 3. retain and oversee other outside consultants in connection with the sale or reorganization of the Debtors; 4. maintain communications regularly with creditors; 5. identify and seek to recover assets of the Debtors; 6. take such other steps as are necessary to manage and wind down the affairs of the Debtors, on a prompt and cost-efficient basis; 7. assist the Debtors in cash management and cash flow forecasting processes, including the monitoring of actual cash flow versus projections and monthly reporting to the bankruptcy court; 8. assist the Debtors in the analysis of their liquidity outlook, debt service capacity and appropriate capital structure; 9. assist the Debtors in (i) identifying various operational, managerial, financial and strategic restructuring alternatives and (ii) understanding the business and financial impact of same and manage the engagement of the investment banking firm during the 363 sale; 10. assist the Debtors in their preparation of contingency plans to reflect the impact of restructuring alternatives; 11. assist the Debtors in the sale or the monetization of their assets; 12. assist the Debtors in connection with their communications and negotiations with other parties, including landlords and significant vendors; 13. commence bankruptcy proceedings under Chapter 11 or Chapter 7 of the United States Code; 14. assist the Debtors in connection with their preparation of various financial reports; and 15. provide other services. Cutsheet Express will charge an hourly fee of $300 for its services. Prior to the petition date, the Debtors paid Cutsheet Express, from funds belonging to the Debtors, an advance fee retainer of $24,000. As disclosed in court filings, Cutsheet Express is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. About Ittella International Ittella International, LLC is a supplier of plant-based products based in Paramount, Calif. Ittella International and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-14154) on July 2, 2023. In the petition signed by its chief executive officer, Salvatore Galletti, Ittella International reported $10 million to $50 million in both assets and liabilities. Judge Sandra R. Klein oversees the cases. David L. Neale, Esq., at Levene, Neale, Bender, Yoo and Golubchik LLP, represents the Debtors as legal counsel. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors of Ittella International and its affiliate, New Mexico Food Distributors, Inc. ITTELLA INTERNATIONAL: Taps Stretto as Claims and Noticing Agent ---------------------------------------------------------------- Ittella International, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Stretto, Inc. as claims, noticing and solicitation agent. The firm will, among other things, oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Stretto received an advance retainer in the amount of $10,000. Sheryl Betance, a senior managing director at Stretto, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sheryl Betance Stretto, Inc. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Ittella International Ittella International, LLC is a supplier of plant-based products based in Paramount, Calif. Ittella International and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Lead Case No. 23-14154) on July 2, 2023. In the petition signed by its chief executive officer, Salvatore Galletti, Ittella International reported $10 million to $50 million in both assets and liabilities. Judge Sandra R. Klein oversees the cases. David L. Neale, Esq., at Levene, Neale, Bender, Yoo and Golubchik LLP, represents the Debtors as legal counsel. Stretto, Inc. is the Debtors' claims, noticing and solicitation agent. The U.S. Trustee for Region 16 appointed two separate committees to represent unsecured creditors of Ittella International and its affiliate, New Mexico Food Distributors, Inc. IVANTI SOFTWARE: $1.75B Bank Debt Trades at 16% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 84.4 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion facility is a Term loan that is scheduled to mature on December 1, 2027. About $1.72 billion of the loan is withdrawn and outstanding. Ivanti Software, Inc. provides information technology services. The Company offers IT asset management, security, endpoint, and supply chain solutions. JETASAP LLC: Case Summary & Five Unsecured Creditors ---------------------------------------------------- Debtor: JetASAP, LLC DBA ASAP JET, LLC 315 E. Robinson Street, Ste 600 Orlando, FL 32801 Business Description: JetASAP act as a conduit between a charter customer and a certificated air carrier. JetASAP provides subscribers a full suite of services to manage every step of the searching and sourcing process. These tools include: the JetRATE intelligent pricing tool that offers flyers insight into expected market pricing for any trip, the ability to submit trip requests to over 700 charter operators and receive live bookable quotes commission free, exclusive partner services at discounted rates such as Charter Flight Support's aircraft coverage and support when a booked aircraft becomes unavailable due to a mechanical, innovative search tools such as the JetSEARCH operator directory, and live operator availability, including empty legs and one way flight deals. Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-03019 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 Email: jeff@bransonlaw.com Total Assets: $29,093 Total Liabilities: $3,498,814 The petition was signed by Lisa Sayer as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WINVHPY/JETASAP_LLC__flmbke-23-03019__0001.0.pdf?mcid=tGE4TAMA KJ TRADE: Amends Circle Industrial Claim Details ------------------------------------------------ KJ Trade LTD Inc. submitted a Second Modification to Amended Plan of Reorganization dated July 24, 2023. On June 23, 2033, Debtor filed its Amended Subchapter V Plan of Reorganization, which was amend on July 21, 2023, pursuant to the First Modification to Amended Plan of Reorganization. Debtor hereby modifies the Plan1 in accordance with Sections 1125 and 1127 of Chapter 11 of Title 11 of the United States Code. The changes do not materially or adversely affect the rights of any parties in interest which have not had notice and an opportunity to be heard with regard thereto. The Plan, and specifically Article 4, Sections 4.6 and 4.7, are hereby amended to disclose that Circle Industrial, LLC is amending its proof of claim number 18 to assert an unsecured claim in the amount of $25,313.47 to reflect application of the pre-petition security deposit as authorized by the Court's order, and to assert a claim for rejection damages and other amounts. A full-text copy of the Second Modified Plan dated July 24, 2023 is available at https://urlcurt.com/u?l=NQx from PacerMonitor.com at no charge. Attorney for Debtor: JONES & WALDEN LLC Leslie M. Pineyro Georgia Bar No. 969800 699 Piedmont Ave NE Atlanta, Georgia 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About KJ Trade Ltd Inc. KJ Trade Ltd Inc. is an affordable, luxury lifestyle women's swimwear e-commerce brand doing business as Matte Collection. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-51681) on February 21, 2023. In the petition signed by Justinz Wilkerson, chief executive officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffery W. Cavender oversees the case. The Debtor tapped Leslie M. Pineyro, Esq., at Jones & Waldern LLC as legal counsel and Riolene Ibok, CPA, at Accounting & Tax Advisory Group, PC as accountant. LABRUZZO WOODLANDS: Case Summary & Eight Unsecured Creditors ------------------------------------------------------------ Debtor: LaBruzzo Woodlands, LLC 292 Pine Street Meadville, PA 16335 Business Description: The Debtor is engaged in activities related to real estate. The Debtor offers duplexes, tri-plexes apartments, and houses as well as commercial spaces. Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 23-10389 Debtor's Counsel: Brian C. Thompson, Esq. THOMPSON LAW GROUP, P.C. 25 Warrendale-Bayne Road Suite 200 Warrendale, PA 15086 Tel: 724-799-8404 Fax: 724-799-8409 Email: bthompson@thompsonattorney.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph LaBruzzo as president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QW44URQ/LaBruzzo_Woodlands_LLC__pawbke-23-10389__0001.0.pdf?mcid=tGE4TAMA LORDSTOWN MOTORS: Gets OK to Hire White & Case as Lead Counsel -------------------------------------------------------------- Lordstown Motors Corp., and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ White & Case, LLP as counsel. The firm's services include: (a) advising the Debtors with respect to their powers and duties in the continued management and operation of their businesses and properties; (b) advising and consulting on the conduct of the Debtors' Chapter 11 cases, including all of the legal requirements of operating in Chapter 11; (c) advising the Debtors in connection with corporate transactions and corporate governance, asset sales, negotiations, and other agreements, reviewing and preparing of documents and agreements, and such other actions; (d) advising the Debtors in connection with any disputes or litigation that may arise in connection with the Chapter 11 cases; (e) reviewing and preparing pleadings; (f) attending meetings and negotiating with representatives of creditors, equity holders, and other parties involed in the bankruptcy cases; (g) advising the Debtors with legal issues related to their financial circumstances, including with respect to restructuring, financing, corporate, tax, litigation, mergers and acquisition, and employment issues; (h) performing all other ancillary necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases, including assisting the Debtors in (i) analyzing the legal aspects of the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors (if any); and (iii) advising the Debtors on corporate and litigation matters; (i) taking all necessary legal actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which they are involved, including objections to claims filed against the estates; and (j) taking any necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto. The firm will be paid at these rates: Partners $1,370 to $2,100 per hour Associates $740 to $1,270 per hour Paraprofessionals $215 to $640 per hour On April 2023, the Debtors paid the firm an initial retainer of $1,000,000. The Retainer was thereafter increased by $750,000 to $1,750,000 on June 2023. In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, White & Case disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: White & Case did not agree to any variations or alternatives to its standard or customary billing arrangements for this engagement. Nonetheless, White & Case did agree to provide the Debtors with a one-time credit of $500,000, which credit was exhausted prepetition. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the twelve (12) months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the twelve (12) months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: White & Case began its representation of the Debtors on or about April 5, 2023. The firm's billing rates and material financial terms for the prepetition engagement are not materially different than such rates and terms postpetition. There has been no adjustment during the time of White & Case's representation of the Debtors. White & Case's billing rates and material financial terms have not changed postpetition and are not expected to change postpetition except that the firm, in the ordinary course of its business, periodically reexamines and adjusts its rates charged. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Yes, the client has approved White & Case's prospective budget and plan for the initial stages of the Chapter 11 cases. Recognizing that unforeseeable events may arise in large chapter 11 cases, the Debtors and White & Case may need to amend (including substantially) the budget and staffing plan as necessary. The budget and staffing plan are intended as estimates and not as caps or limitations on fees or expenses that may be incurred or on the professionals or paraprofessionals who may advise the Debtors in these Chapter 11 cases. David Turetsky, Esq., a partner at White & Case, 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: David M. Turetsky, Esq. White & Case, LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Email: david.turetsky@whitecase.com About Lordstown Motors Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before the Honorable Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as legal counsels; Jefferies, LLC as investment banker; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors claims and noticing agent and administrative advisor. LORDSTOWN MOTORS: Gets OK to Tap Jefferies LLC as Investment Banker ------------------------------------------------------------------- Lordstown Motors Corp. and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Jefferies, LLC as investment banker. The firm's services include: a. providing assistance in connection with any restructuring, reorganization, recapitalization, repayment or material modification of the Debtors' outstanding indebtedness; b. providing the Debtors with financial and investment banking advice and assistance in connection with a possible sale, disposition or other similar business transaction or series of related transactions involving all or a material portion of the equity or assets of one or more entities comprising the Debtors, whether directly or indirectly and through any form of transaction (M&A transaction); c. analyzing the business, operations, properties, financial condition and prospects of the Debtors; d. advising the Debtors on the current state of the "restructuring market," the "M&A market," and the financing market; e. assisting and advising the Debtors in developing a general strategy for accomplishing a restructuring and any M&A transaction; f. assisting and advising the Debtors in implementing any restructuring and any M&A transaction; g. assisting and advising the Debtors in evaluating and analyzing any transaction, and, including the value of the securities or debt instruments, if any, that may be issued in any such transaction; h. assisting in reviewing and analyzing the Debtors' results of operations, financial condition, business plan, and financial outlook; i. analyzing the Debtors' financial condition, liquidity, and prospects, and evaluating alternatives to improve such condition, liquidity, and prospects; j. evaluating the Debtors' debt capacity and alternative capital structures; k. assisting in reviewing, developing, and analyzing any potential transaction and related scenarios; l. assisting in determining a range of values for the Debtors; m. attending meetings and participating and assisting the Debtors in negotiations with their creditors, securityholders, and other third parties, including potential acquirers, with respect to any transaction; n. advising on the terms of securities the Debtors offer or receive in any transaction; o. advising on the preparation of an information memorandum, other materials to be used in connection with soliciting interest in a transaction from potential acquirers, including virtual data room and business and financial due diligence for any potential transaction; p. assisting in contacting potential acquirers, purchasers, or sponsors of any transaction that Jefferies and the Debtors believe are appropriate, and meet with and provide them with the Information Memorandum and such additional information about the Debtors' assets, properties, or businesses that is acceptable to the Debtors, subject to customary business confidentiality agreements; q. soliciting proposals and indications of interest with respect to the matters and transactions contemplated by this Agreement, and assisting the Debtors in evaluating any such proposals or indications of interest received; r. providing expert advice and testimony regarding the transactions; s. advising and assisting on (A) strategic and other matters relating to any transaction, (B) negotiating waivers and forbearances or amendments of various debt facilities and agreements with its creditors, securityholders, and other third parties, and (C) preparing for, and in connection with, a potential bankruptcy case, in each case as is customary for an investment banker; t. assisting in preparing documentation within Jefferies' area of expertise that is required or appropriate in connection with transactions and matters of the kind contemplated by the agreement; u. present to the Debtors' Board of Directors and/or any committee thereof; and v. providing such other investment banking services in connection with a transaction as Jefferies and the Debtors may mutually agree upon. The firm will be paid as follows: a. A monthly fee of $200,000 until the termination of the Engagement Letter. b. A $3 million fee promptly upon the consummation of a restructuring. Jeffrey Finger, a partner at Jefferies, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey Finger Jefferies LLC 520 Madison Avenue, New York, NY 10022 Tel: (212) 284-2300 About Lordstown Motors Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before the Honorable Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as legal counsels; Jefferies, LLC as investment banker; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors claims and noticing agent and administrative advisor. LORDSTOWN MOTORS: Gets OK to Tap Kurtzman as Administrative Advisor ------------------------------------------------------------------- Lordstown Motors Corp., and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants, LLC as administrative advisor. The firm's services include: a. assisting with, among other things, the preparation of the Debtors' schedules of assets and liabilities, schedules of executory contracts and unexpired leases, and statements of financial affairs; b. assisting with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports required in furtherance of confirmation of any Chapter 11 plan; c. generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; d. generating, providing, and assisting with claims objections, exhibits, claims reconciliation, and related matters; and e. providing other claims processing, noticing, solicitation, balloting, and administrative services. The retainer fee is $35,000. Evan Gershbein of Kurtzman 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: Evan Gershbein Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 About Lordstown Motors Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before the Honorable Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as legal counsels; Jefferies, LLC as investment banker; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors claims and noticing agent and administrative advisor. LORDSTOWN MOTORS: Gets OK to Tap Silverman as Restructuring Advisor ------------------------------------------------------------------- Lordstown Motors Corp., and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Silverman Consulting as restructuring advisor. The Debtors require a restructuring advisor to: a. assist in determining any liabilities associated with existing or active contracts to ensure they are not only properly stated in bankruptcy filing and forms but also in terms of analyzing outcomes for various classes of creditors; b. assist the Debtors in creating a list of critical vendors for first day motions and provide the proper analysis and support for the motion; c. work with the Debtors to establish a list of back-up vendors in the event they are not able to utilize any of the critical vendors; d. advise and assist in evaluating the Debtors' current and future current liquidity position and expected future cash flows; e. advise and assist in developing and maintaining rolling 13-week cash flow model; f. advise and assist in developing the Debtors' strategy relating to, and negotiations with customers, vendors, creditors, and other constituents; g. advise and assist with the communications and negotiations, at the Debtors' request and under the Debtors' guidance, with creditors and other parties; h. advise and assist in the compilation and preparation of financial information, statements, schedules, monthly operating reports, and other reports and information necessary due to requirements of the Bankruptcy court or the Office of the U.S. Trustee, if necessary; i. advise and assist with the formulation of a Chapter 11 plan and disclosure statement, if necessary; j. advise and assist in the preparation of a liquidation valuation for a reorganization plan or negotiation purposes, if necessary; k. advise and assist in managing and executing the reconciliation process involving claims filed by all creditors, if necessary; l. provide testimony; and m. provide other accounting and financial services. The firm will be paid at these rates: Partners $525 per hour Directors $320 to $350 per hour Associates $270 to $300 per hour The firm received advance payments from the Debtors in the amount of $109,821.50. Constadinos Tsitsis, a partner at Silverman Consulting, 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: Constadinos D. Tsitsis Silverman Consulting One North Wacker Drive, Suite 3925 Chicago, IL 60606 Tel: (847)-470-0200 Cell: (847) 910-0850 Email: ctsitsis@silvermanconsulting.net About Lordstown Motors Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before the Honorable Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as legal counsels; Jefferies, LLC as investment banker; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors claims and noticing agent and administrative advisor. LORDSTOWN MOTORS: Taps Richards Layton & Finger as Co-Counsel ------------------------------------------------------------- Lordstown Motors Corp., and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. as co-counsel with White & Case, LLP. The firm's services include: a) advising the Debtors of their rights, powers, and duties under Chapter 11 of the Bankruptcy Code; b) coordinating and collaborating with the Debtors' lead bankruptcy counsel, White & Case, LLP; c) coordinating with the Office of the U.S. Trustee and the court, to the extent necessary, for the purpose of facilitating the orderly administration and prosecution of the Chapter 11 cases; d) assisting the Debtors' lead bankruptcy counsel with the preparation of legal papers in light of Richards Layton & Finger's knowledge of the Local Rules, the U.S. trustee's guidelines and practice; e) attending court hearings; and f) to the extent requested by the Debtors' or their lead bankruptcy counsel, performing all other necessary legal services in connection with the restructuring process and the Chapter 11 cases. The firm will be paid at these rates: Directors $750 to $1,325 per hour Counsel $795 to $875 per hour Associates $495 to $775 per hour Paraprofessionals $375 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The Debtors paid the firm a retainer in the amount of $205,214. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Richards Layton & Finger disclosed the following: a. The firm agreed not to charge the Debtors for in-house printing, telephone, fax or electronic research expenses. Other than these charges, the firm did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. b. None of the firm's professionals, included in this engagement, have varied their rate based on geographic location for these Chapter 11 cases. c. The firm has advised the Debtors in connection with their restructuring efforts and in contemplation of these Chapter 11 cases since on or about June 21, 2023. The billing rates, except for the firm's standard and customary periodic rate adjustments as set forth above, and material financial terms have not changed postpetition from the pre-bankruptcy arrangement. d. The firm, in conjunction with the Debtors, is developing a prospective budget and staffing plan for these Chapter 11 cases. Kevin Gross, Esq., a partner at Richards, Layton & Finger, 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: Kevin Gross, Esq. Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. Jason M. Madron, Esq. James F. McCauley, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: gross@rlf.com defranceschi@rlf.com heath@rlf.com steele@rlf.com madron@rlf.com mccauley@rlf.com About Lordstown Motors Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Michigan and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before the Honorable Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as legal counsels; Jefferies, LLC as investment banker; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors claims and noticing agent and administrative advisor. LUCKY BUCKS: Seeks to Tap M3 Advisory Partners as Financial Advisor ------------------------------------------------------------------- Lucky Bucks, LLC and its affiliates filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Delaware to employ M3 Advisory Partners, LP as their financial advisor. The firm will provide these services: (a) supervise, and if necessary, assist the Debtors in the development and administration of its short-term cash flow forecasting and related methodologies, as well as its cash management planning; (b) provide such assistance as reasonably may be required by management of the Debtors in connection with (i) development of its business plan, (ii) any restructuring plans and strategic alternatives intended to maximize enterprise value, and (iii) any related forecasts that may be required by creditor constituencies in connection with negotiations or by the Debtors for other corporate purposes; (c) supervise, and if necessary, assist the professionals who are representing the Debtors in the reorganization process or who are working for their various stakeholders to coordinate their effort and individual work product to be consistent with their overall restructuring goals; (d) assist, if required, the Debtors in communications and negotiations with their outside constituents; (e) assist the Debtors in obtaining and presenting such information as may be required by the parties in interest to the Chapter 11 cases and bankruptcy processes that may be initiated by the Debtors; (f) provide such other services as are reasonable and customary for a financial advisor in connection with the administration and prosecution of a bankruptcy proceeding; (g) provide such other services as are described in the Engagement Letter; and (h) provide such additional services as M3 and the Debtors shall otherwise agree in writing. The firm's professionals will be billed as follows: Managing Partner $1,350 Senior Managing Director $1,245 Managing Director $1,025 - $1,150 Director $840 - $945 Vice President $750 Senior Associate $650 Associate $550 Analyst $450 In addition, the firm will seek reimbursement for expenses incurred. Prior to the petition date, M3 received an initial retainer of $175,000 from the Debtors, which was subsequently increased through various payments from the Debtors to $600,000. Keshav Lall, a managing director at M3 Advisory Partners, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Keshav Lall M3 Advisory Partners, LP 1700 Broadway, 19th Floor New York, NY 10019 Telephone: (212) 202-2200 Email: klall@m3-partners.com About Lucky Bucks Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital skill-based COAM operator based in and incorporated under the laws of the State of Georgia in the U.S. Its team has a combined 45 years of experience in the Georgia COAM industry. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the petition date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. is the Debtors' investment banker while M3 Advisory Partners, L.P. is the financial advisor. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims and noticing agent. LUNYA COMPANY: Taps Pashman Stein Walder Hayden as Legal Counsel ---------------------------------------------------------------- Lunya Company received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Pashman Stein Walder Hayden, P.C. as bankruptcy counsel. The Debtor requires legal counsel to: a. give advice in the areas of restructuring and bankruptcy; b. take all necessary actions to protect and preserve the Debtor's estate during its Chapter 11 case, including the prosecution of actions by the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objecting to claims filed against the estate; c. prepare legal papers; d. counsel the Debtor with regard to its rights and obligations; e. coordinate with the Debtor's other professionals in representing the Debtor in connection with this case; and f. perform all other necessary or requested legal services. The firm will be paid at these rates: Partners $590 to $950 per hour Of Counsel $560 to $850 per hour Special Counsel $750 to $750 per hour Counsel $510 to $685 per hour Associates $400 to $550 per hour Law Clerk $375 to $375 per hour Paraprofessionals $375 to $375 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor an advance fee of $50,000. Joseph Barsalona II, Esq., a partner at Pashman, 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: Joseph C. Barsalona II, Esq. Pashman Stein Walder Hayden, P.C. 1007 North Orange Street, 4th Floor, Suite 183 Wilmington, DE 19801-1242 Tel: (302) 592-6496 Email: jbarsalona@pashmanstein.com About Lunya Company Lunya Company is a Los Angeles-based brand selling sleepwear through its own ecommerce site (Lunya.co), seven own-branded retail stores, and certain select wholesale partners. Lunya Company filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10783) on June 16, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Klauder has been appointed as Subchapter V trustee. Judge Brendan Linehan Shannon oversees the case. Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C., is the Debtor's legal counsel. MAISON ROYALE: Seeks to Hire Lugenbuhl Wheaton as Legal Counsel --------------------------------------------------------------- Maison Royale, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Lugenbuhl, Wheaton, Peck, Rankin & Hubbard as its counsel. The firm will give the Debtor legal advice with respect to the business and management of the Debtor's property and perform all legal services The firm will be paid at these rates: Christopher T. Caplinger $450/hour Benjamin W. Kadden $450/hour James W. Thurman $285/hour Coleman L. Torrans $285/hour Associates $225/hour Paralegals $100/hour Lugenbuhl has a retainer in the amount of $25,000. Lugenbuhl Wheaton is a disinterested person according to Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher T. Caplinger, Esq. Lugenbuhl, Wheaton, Peck, Rankin & Hubbard 601 Poydras St., Suite 2775 New Orleans, LA 70130 Phone: 504-568-1990 Email: ccaplinger@lawla.com About Maison Royale Maison Royale, LLC filed Chapter 11 petition (Bankr. E.D. La. Case No. 23-10966) on June 20, 2023, with $500,001 to $1 million in assets and $500,001 to $1 million in liabilities. Judge Meredith S. Grabill oversees the case. The Debtor is represented by Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard. MANCUSO MOTORSPORTS: Wins Cash Collateral Access Thru Sept 26 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Mancuso Motorsports, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through September 26, 2023. In return for the Debtor's continued interim use of cash collateral, these parties are granted adequate protection for their purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: Byline Bank Ryan Daube, as trustee of the Ryan Daube Trust DFK Direct Investments, LLC DFK Group, Inc. DFK Direct, LLC Francis Roti Ryan Daube and Rob Mancuso The Debtor will maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage. The Secured Parties are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens, with any valid liens attaching to the Collateral and its proceeds until further Order of Court. A further interim hearing on the matter is set for September 19 at 10 a.m. A copy of the Court's order is available at https://urlcurt.com/u?l=aWs5DG from PacerMonitor.com. About Mancuso Motorsports, Inc. Mancuso Motorsports, Inc. is a privately held company that provides automotive repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14513) on December 16, 2022. In the petition signed by Jackie Cahan, CFO and COO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, serves ascounsel to the Debtor. MATEO ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Mateo Enterprise, Inc. d/b/a El Milagro Market 11426 Pecos River Drive Bakersfield, CA 93312 Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-11623 Judge: Hon. Jennifer E. Niemann Debtor's Counsel: Leonard K. Welsh, Esq. LAW OFFICE OF LEONARD K. WELSH 1800 30th Street, Fourth Floor Bakersfield, CA 93301 Tel: 661-328-5328 Fax: 661-760-9900 Email: lwelsh@lkwelshlaw.com Total Assets: $249,375 Total Liabilities: $2,857,056 The petition was signed by Salvador Carrera as chief executive officer. 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/6VGV5YY/MATEO_ENTERPRISE_INC_dba_El_Milagro__caebke-23-11623__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6BACQBY/MATEO_ENTERPRISE_INC_dba_El_Milagro__caebke-23-11623__0001.0.pdf?mcid=tGE4TAMA MEDICAL CONSTRUCTION: Unsecureds Will Get 2.6% of Claims in 4 Years ------------------------------------------------------------------- Medical Construction Industrial Training Center, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Plan of Reorganization dated July 24, 2023. The Debtor is a single member LLC in the business of providing training to individuals who wish to work in certain trades, including heavy equipment operating, landscaping, certified clinical medical assistant, etc. The Debtor is owned and operated by its principal, Carol Johnston. The Debtor has the following debts: $81,251 owed to On Deck Capital (claimed to be secured); $25,023 owed to Caterpillar (secured); $416,919 claim by Earle Investments (claimed to be secured); $44,258 owed to Simmons Bank (secured); $1,200,000 owed to SBA for an EIDL loan (secured); and $162,571 Unsecured debt. The Debtor's operations were significantly affected by the COVID pandemic as the Debtor was unable to operate for a period of time during 2020. Additionally, State funding for the Debtor's students was cut dramatically during that time, resulting in a great amount of lost revenue. At the same time, the Debtor had to defend itself against the Receiver lawsuit and the Earle lawsuit, which drained its resources to an unsustainable degree, leading to the filing of this bankruptcy case. To make matters worse, the leased property occupied by the Debtor flooded in early 2023, which resulted in the Debtor being unable to operate for several months while the landlord made repairs to the leased premises. The Debtor seeks to restructure its secured debt and pay unsecured creditors 2.6% of the amounts that they are owed over a period of 4 years. The Debtor will fund this payment through income from future operations. Payments are proposed as follows: * Administrative Claims: Paid in full. * Class One Creditor (Caterpillar Financial Services Corp.): regular payments of $1,781/month until paid in full in December of 2023 plus payments of $500/month toward arrears for 16 months. * Class Two Creditor (Simmons Bank): regular payments of $2,000/month for months until paid in full plus payments of $450/month toward arrears for 16 months. * Class Three Creditor (On Deck Capital): $1,500/month for 33.33 months, the balance of On Deck's claim shall be treated as an unsecured claim in Class Six. * Class Four Creditor (Earle Investments): $0 as a Class Four Creditor, Earle's claim shall be treated as an unsecured claim in Class Six. * Class Five Creditor (Small Business Administration): $0 as a Class Five Creditor, SBA's claim shall be treated as an unsecured claim in Class Six. * Class Six Creditors: $1,000 per month for 48 months. Class 6 consists of General Unsecured Claims, including any unsecured portion of secured claim of On Deck, Earle Investments, LLC and SBA. A total of $48,000 will be paid to general unsecured creditors, to be distributed pro-rata. The Debtor estimates this will result in a distribution of approximately 2.6%. This Class is impaired. The funding of the Plan will come from post-petition operations of the Debtor's training facility in Millville, New Jersey. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. The Debtor's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $83,100. The final Plan payment is expected to be paid on August 1, 2027. A full-text copy of the Small Business Plan dated July 24, 2023 is available at https://urlcurt.com/u?l=SZNPAK from PacerMonitor.com at no charge. Debtor's Counsel: Ellen M. McDowell, Esq. MCDOWELL LAW, PC 46 West Main St. Maple Shade, NJ 08052 Tel: 856-482-5544 Fax: 856-482-5511 Email: emcdowell@mcdowelllegal.com About Medical Construction Medical Construction Industrial Training Center, LLC is single member LLC in the business of providing training to individuals who wish to work in certain trades. The Debtor filed Chapter 11 Petition (Bankr. D.N.J. Case No. 23-13260) on April 19, 2023, with $250,705 in assets and $1,585,269 in liabilities. Carol Johnston, owner/director, signed the petition. Ellen M. McDowell, Esq. of MCDOWELL LAW, PC, serves as the Debtor's counsel. MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Aug 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized MEP Infrastructure Solutions, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through August 31, 2023. As adequate protection to the U.S. Small Business Association; BlueVine Inc.; Byz Funder NY LLC; NewCo Capital Group VI LLC; CloudFund LLC; and Rocket Capital NY LLC, for the use of their Collateral or cash collateral, the Lien Claimants are granted and post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. A further hearing on the matter is set for August 21 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=JfdYCj from PacerMonitor.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. MERCY HOSPITAL: Moody's Lowers Rating on Revenue Bond to Caa3 ------------------------------------------------------------- Moody's Investors Service has downgraded Mercy Hospital's (IA) revenue bond rating to Caa3 from Caa1 and placed it under review for possible downgrade. Mercy had approximately $76.6 million of debt outstanding at fiscal 2022. The outlook was revised to ratings under review from stable. RATINGS RATIONALE The downgrade to Caa3 reflects Mercy Hospital's heightened risk of acceleration and the potential for weaker recovery on bonds because of continued cash burn at the hospital. The action also reflects significant uncertainty around the degree of financial deterioration at the hospital, and a dispute with the largest bondholder who has petitioned for the appointment of a receiver and acceleration of the debt. Governance is a key risk and driver for this rating action, reflecting very weak financial strategy and risk management, and management credibility and track record under Moody's ESG framework. RATING OUTLOOK The rating is under review for downgrade due to increased risk of bond acceleration and potential for significantly weakened recovery if all debt becomes due and payable. The review will focus on the resolution of the acceleration claim and receivership petition. A detailed review of operating and financial results as of June 30, 2023 as well as updated financial forecasts will be integral to the forward view. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- An upgrade is unlikely at this time given the risk of bankruptcy or debt acceleration, the severity of cash flow burn and other liquidity pressures FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Acceleration of debt; placement of hospital into receivership -- Bankruptcy or closure of the hospital -- Default on debt service payment -- Liquidity depletion LEGAL SECURITY The bonds are secured by a mortgage pledge on the Hospital, Medical Official building and parking garages. Financial covenants include a 1.1 times debt service coverage and 60 days cash on hand. As part of the Series 2018 transaction the system must maintain at least a B2 rating on the Series 2011 bonds. PROFILE The Mercy Iowa City and Subsidiaries System includes a 234-bed Mercy Hospital, Mercy Services Iowa City and Mercy Hospital Foundation. The hospital is located in Iowa City, Iowa. Operating revenues were approximately $185 million in fiscal 2022. Mercy currently has a management agreement with ToneyKorf Partners, LLC, a national healthcare management and advisory services firm. METHODOLOGY The principal methodology used in these ratings was Not-For-Profit Healthcare published in December 2018. MEZCLA ONE: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Mezcla One, LLC 1926 Ocean Shore Blvd Suite 111 Ormond Beach FL 32176 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 27, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-03015 Debtor's Counsel: Kenneth D. Herron, Jr., Esq. HERRON HILL LAW GROUP, PLLC P.O. Box 2127 Orlando, FL 32802 Tel: 407-648-0058 Email: chip@herronhilllaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Juan Yang 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/WT63Y6I/Mezcla_One_LLC__flmbke-23-03015__0001.0.pdf?mcid=tGE4TAMA MID-KANSAS REAL ESTATE: Seeks Interim Cash Collateral Access ------------------------------------------------------------ Mid-Kansas Real Estate Holdings, LC asks the U.S. Bankruptcy Court for the District of Kansas for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay payroll and ongoing expenses for 14 days after receiving notice of any default. KS StateBank asserts an interest in the Debtor's cash collateral. As of the Petition Date, KS StateBank is owed approximately $2,547,689 by Mid-Kansas through various notes and mortgages. As of the filing date, Mid-Kansas claims the value of its assets totals $5.431 million. Among those assets, Mid-Kansas asserts the value of its outstanding receivables is $21,000 as well as ongoing rents which will be due from the tenants of the real estate Mid-Kansas owns of approximately $46,850 a month. As of the Petition, Mid-Kansas had bank balances in its lone operating account at Southwest National Bank of approximately $28,690. Sedgwick County maintains tax liens against the real estate owned by Mid-Kansas. The total amount of those liens is approximately $337,083. Despite that, Sedgwick County does not have an interest in Mid-Kansas cash collateral and its interests are adequate protected by Mid-Kansas proposed payment to KS StateBank. As adequate protection for KS StateBank's interest in cash collateral, Mid-Kansas proposes to pay KS StateBank a monthly payment in the amount of $10,615 beginning August 15, 2023 and on the 15th of month thereafter at KS StateBank's contractual, non-default rate of interest, which is presumed to be 5.00% per annum. In addition, KS StateBank will be granted as adequate protection for any post-petition diminution in value of its pre-petition collateral, additional and replacement security interests and liens, in the same priority as existed pre-petition, in and upon all of the pre-petition collateral and all of Mid-Kansas' now-owned and after-acquired assets and rights of any kind or nature and wherever located. A copy of the motion and budget is available at https://urlcurt.com/u?l=3B2jqC from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $37,448 for August 2023; $37,448 for September 2023; $37,448 for October 2023; $37,448 for November 2023; and $37,448 for December 2023. About Mid-Kansas Real Estate Holdings, LC Mid-Kansas Real Estate Holdings, LC is a lessor of real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10709) on July 19, 2023. In the petition signed by Rickey E. Hodge Jr., manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mitchell L. Herren oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. MISEN INC: Timothy Nelson Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 17 appointed Timothy Nelson, managing partner at Evans Nelson & Company CPAs, as Subchapter V trustee for Misen Inc. Mr. Nelson will be paid an hourly fee of $385 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Nelson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Timothy Nelson, CPA Evans Nelson & Company CPAs 160 West Huffaker Lane Reno, NV 89511 Phone: (775) 825-6008 Email: tnelson@encpas.com About Misen Inc. Misen Inc. is a San Jose Calif.-based manufacturer and seller of cookwares. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Calif. Case No. 23-50767) on July 17, 2023, with $6,208,000 in assets and $10,855,000 in liabilities. Matthew J. Luckett, authorized officer, signed the petition. Ori Katz, Esq., at Sheppard Mullin Richter and Hampton, LLP represents the Debtor as legal counsel. MLN US HOLDCO: $1.12B Bank Debt Trades at 81% Discount ------------------------------------------------------ Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 19.2 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.12 billion facility is a Term loan that is scheduled to mature on November 30, 2025. About $281 million of the loan is withdrawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MLN US HOLDCO: $576M Bank Debt Trades at 63% Discount ----------------------------------------------------- Participations in a syndicated loan under which MLN US Holdco LLC is a borrower were trading in the secondary market around 37.2 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $576 million facility is a Term loan that is scheduled to mature on October 18, 2027. The amount is fully drawn and outstanding. MLN US Holdco LLC, dba Mitel, headquartered in Ottawa, Canada, provides phone systems, collaboration applications (voice, video calling, audio and web conferencing, instant messaging etc.) and contact center solutions through on-site and cloud offerings. The company's customer focus is on small and medium sized businesses. Mitel is majority-owned by private equity firm Searchlight Capital Partners. MODERN MEN: Gets OK to Hire Hunter's Realty as Real Estate Broker ----------------------------------------------------------------- Modern Men Developers, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Hunter's Realty, Inc. to market and sell its real property located at 7532 S. Champlain, Chicago, Ill. The firm will be paid a commission of 5 percent of the purchase price. David Ali, a member of Hunter's Realty, 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: David Ali Hunter's Realty, Inc. 6049 W North Ave. Oak Park, IL 60302 Tel: (708) 628-2900 About Modern Men Developers LLC Modern Men Developers, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-00147) on Jan. 5, 2023, with $100,001 to $500,000 in both assets and liabilities. Neema T Varghese has been appointed as Subchapter V trustee. Judge David D. Cleary oversees the case. The Debtor is represented by Bach Law Offices, Inc. MOUNTAIN EXPRESS: Seeks to Extend Plan Exclusivity to November 14 ----------------------------------------------------------------- Mountain Express Oil Company and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to extend their exclusivity periods to file a chapter 11 plan and solicit acceptances thereof to November 14, 2023 and January 12, 2024. The Debtors also ask for an exclusivity carve out. The Debtors requested that the extension of the exclusivity periods requested not apply to First Horizon Bank, solely in its capacities as Administrative Agent and DIP Agent, provided that if it files a chapter 11 plan that is not supported by the Official Committee of Unsecured Creditors, the Committee may file a competing chapter 11 plan and the Court will hold a hearing to determine which chapter 11 plan may be solicited, without prejudice to the Debtors' right to file its own chapter 11 plan. The Debtors stated that their efforts have been focused on addressing a myriad of "self-help" issues undertaken by certain creditors, addressing numerous utility shut-off demands, reconciling the Debtors' books and records and preparing their schedules of assets and liabilities, all while engaging in an ongoing and comprehensive sale and marketing process for substantially all of the Debtors' assets. The Debtors explained that they are requesting the extension of the exclusivity periods in order to promote concensus across their creditor consituencies, so that they may continue to diligently pursue and effectuate a comprehensive resolution to their chapter 11 cases. The Debtors further explained that the extension requested is calculated to provide them with sufficient time to complete their restructuring and sale process while focusing on operating their business in the ordinary course and complying their obligations in their chapter 11 cases. Unless extended the filing exclusivity period ends on July 17, 2023, and the solicitation exclusivity period ends on September 14, 2023. Mountain Express Oil Company and its affiliates are represented by: Michael D. Warner, Esq. Steven W. Golden, Esq. PACHULSKI STANG ZIEHL & JONES LLP 440 Louisiana Street, Suite 900 Houston, TX 77002 Tel: (713) 691-9385 Email: mwarner@pszjlaw.com sgolden@pszjlaw.com - and - Jeffrey N. Pomerantz, Esq. Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Email: jpomerantz@pszjlaw.com jdulberg@pszjlaw.com About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP represents the Debtors as bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker; FTI Consulting, Inc. as financial advisor; and Axinn, Veltrop & Harkrider LLP as special antitrust counsel. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. 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 Marcus Helt, Esq. MOUNTAIN EXPRESS: Taps Akerman LLP as Special Counsel ----------------------------------------------------- Mountain Express Oil Company and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Akerman, LLP as special environmental counsel. The firm will provide legal advice to the Debtors in connection with certain environmental regulatory review and environmental compliance matters related to (i) the Debtors' owned real property, leased locations, and underground storage tank systems, and (ii) the Debtors' ongoing sale and marketing process. The firm will be paid at these rates: Partners $495 to $1,670 per hour Associates $365 to $895 per hour Paraprofessionals $220 to $470 per hour Robyn Neely, Esq., a partner at Akerman, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robyn D. Neely, Esq. Akerman LLP 420 South Orange Avenue, Suite 1200 Orlando, FL 32801 Tel: (407) 423-4000 Email robyn.neely@akerman.com About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP represents the Debtors as bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker; FTI Consulting, Inc. as financial advisor; and Axinn, Veltrop & Harkrider, LLP and Akerman, LLP as special counsels. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. 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 Marcus Helt, Esq. MULEHOUSE GROUP: Seeks to Tap Dunham Hildebrand as Legal Counsel ---------------------------------------------------------------- Mulehouse Group, Inc. and Coalesce Media, LLC seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Dunham Hildebrand, PLLC as legal counsel. The firm's services include: a. rendering legal advice with respect to the rights, powers and duties of the Debtors in the management of their property; b. investigating and, if necessary, instituting legal action on behalf of the Debtors to collect and recover assets of the estates of the Debtors; c. preparing all necessary pleadings, orders and reports with respect to this proceeding and to render all other necessary or proper legal services; d. assisting and counseling the Debtors in the preparation, presentation and confirmation of its disclosure statements and plans of reorganization; e. representing the Debtors as may be necessary to protect their interests; and f. performing all other legal services that may be necessary and appropriate in the general administration of the Debtors' estate. The firm will be paid at these rates: Attorneys $325 - $400 per hour Paralegals $150 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm has received a total of $15,200 as a retainer. Of this amount, $3,476 was used to pay the Chapter 11 filing fees, and $11,724 is held in trust. Griffin Dunham, Esq., a partner at Dunham, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Griffin S. Dunham DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Phone: 615-933-5850 Email: griffin@dhnashville.com About Mulehouse Group Mulehouse Group, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-02258) on June 26, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Randal S. Mashburn oversees the case. Griffin S. Dunham, Esq., at Dunham Hildebrand, PLLC is the Debtor's legal counsel. NATIONAL MENTOR: $165M Bank Debt Trades at 21% Discount ------------------------------------------------------- Participations in a syndicated loan under which National Mentor Holdings Inc is a borrower were trading in the secondary market around 79.4 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $165 million facility is a Delay-Draw Term loan that is scheduled to mature on March 2, 2028. National Mentor Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides community-based services for people with injuries and disabilities. NEW AMI I: Moody's Lowers CFR & Secured First Lien Term Loan to B3 ------------------------------------------------------------------ Moody's Investors Service downgraded New AMI I, LLC's (dba Associated Materials) corporate family rating to B3 from B2. At the same time, Moody's downgraded the probability of default rating to B3-PD from B2-PD and the rating on its senior secured first lien term loan to B3 from B2. The outlook remains stable. "The downgrade reflects the company's aggressive financial policies, including a dividend to the sponsor funded through a sale-leaseback of facilities during a period of elevated leverage and significant spending on operational initiatives," stated Nirali Patel, Analyst. "Currently, credit metrics are pressured with Moody's-adjusted leverage above 9x as of LTM April 2023 and weak interest coverage. Uncertainty in macroeconomic performance as well as declines in new home construction will mean challenging demand conditions in the near-term for Associated Materials," continued Patel. Governance considerations—including financial strategy & risk management as well as management credibility and track record—were a key driver of the rating action. The prioritization of shareholder returns, in addition to weaker-than-expected quality of EBITDA, indicate risk exposures from governance practices. Downgrades: Issuer: New AMI I, LLC Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3 from B2 Outlook Actions: Issuer: New AMI I, LLC Outlook, Remains Stable RATINGS RATIONALE Associated Materials' B3 CFR reflects its weak margin profile, exposure to cyclical residential end markets, and pricing pressure from industry competitors. Increased spending related to the company's operational initiatives have created prolonged pressure on the company's profitability, leverage, and interest coverage. Moody's expects these metrics to remain challenged through year-end 2023 and to see better outcomes in 2024 and beyond as the company executes on its operational initiatives. About 30% of the company's revenues are derived from new residential construction, in which Moody's is expecting a decline of 18.5% of new home starts in 2023. Providing an offset to Associated Materials' current credit metrics is a good market positioning in the manufacturing of vinyl windows and siding products as well as a diverse product and customer mix. The company also has about 70% of revenues derived from residential repair & remodel, which is more resilient through market cycles, although its product portfolio is somewhat discretionary. The rating is further supported by the long-term fundamental demand for housing, supported by low inventory and strong demographic trends. Moody's expects Associated Materials to maintain adequate liquidity over the next 12 to 18 months. Free cash flow remains marginal as the company continues to spend on its value creation plan and growth capital expenditures in addition to higher interest cost on its floating rate debt. Liquidity is supported by availability on the $200 million asset-based revolving credit facility, which had $58 million of outstanding borrowings as of April 1, 2023. The revolver is subject to a 1.0x springing fixed charge covenant that is tested when availability falls below the greater of 10% or $11.25 million, which is not expected to trigger over the next 12 to 18 months. Liquidity is also supported by the lack of upcoming debt maturities, with the nearest expiration being the ABL credit facility in March 2027. The B3 rating on the senior secured first lien term loan results from a one-notch positive override to the LGD model reflecting Moody's opinion that the size and reliance on the ABL is not material enough to notch down the term loan rating relative to the CFR. The stable outlook reflects the longer-term fundamental demand for Associated Materials' products despite embedded volatility in domestic new residential construction and the somewhat discretionary nature of the company's core product portfolio. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Governance considerations are material to Associated Materials' rating. Governance factors Moody's considers for Associated Materials include the aggressive financial strategy of its sponsor with respect to the recent dividend, currently high debt leverage, and elevated spending on its value creation plan. Management credibility and track record risk exposures are also present with Moody's-adjusted leverage substantially higher than initially expected since the LBO transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt-to-EBITDA maintains below 6.0x, EBITA-to-interest coverage remains above 2.0x, and the company achieves and preserves good liquidity. More predictable financial policies regarding capital deployment are also an important consideration for an upgrade. The ratings could be downgraded if adjusted debt-to-EBITDA remains above 7.0x, interest coverage remains below 1.0x, deterioration in liquidity, or with further aggressive shareholder return initiatives or acquisitions. The principal methodology used in these ratings was Manufacturing published in September 2021. NEW VISION: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Vision Full Gospel Baptist Church to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to meet the ordinary cash needs of the Debtor's business operations, and for such other purposes as may in accordance with Debtor's the proposed operating budget. The U.S. Small Business Administration has a secured claim against the Debtor in the approximate amount of $507,770 together with late charges, interest and other costs thereon arising from various loans. The SBA has made a prima facia showing that it has a properly perfected lien on the Debtor's property (including proceeds) at the commencement of the case, including the Debtor's accounts, inventory and other collateral which is or may result in cash collateral. As adequate protection, the SBA is granted a replacement perfected security interest in all post-petition assets of the Debtor to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the SBA held in the Collateral prepetition. To the extent that the adequate protection provided for proves insufficient to protect the SBA's interest in the cash collateral, the SBA will have a super priority administrative expense claim, pursuant to Bankruptcy Code Section 507(b), senior to any and all claims against the Debtor under Section 507(b), whether in the proceeding or in any superseding proceeding. The liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of the SBA taking possession, filing financing statements or other documents. A final hearing on the matter is set for August 16 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=QmYaxE from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $43,400 for June 2023; $43,400 for July 2023; and $43,400 for August 2023. About New Vision Full Gospel Baptist Church New Vision Full Gospel Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-12770) on April 3, 2023, the Debtor disclosed $3,700,629 in assets and $2,372,979 in liabilities. Judge Vincent F. Papalia oversees the case. David Stevens, Esq., at Scura Wigfield, Heyer, Stevens & Cammarota LLP, represents the Debtor as legal counsel. NEYOWS OF ATLANTA: Wins Cash Collateral Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Rome Division, authorized Neyows of Atlanta, LLC to use cash collateral on a final basis in accordance with the budget through (i) the entry of an order confirming the Debtor's plan, or (ii) January 1, 2024, whichever comes first. The Debtor requires the use of cash collateral to fund critical operations. As previously reported by the Troubled Company Reporter, the Debtor is a borrower with Arsenal Funding on a loan with a balance of $15,500. Arsenal may assert a security interest in the Debtor's tangible and intangible personal property. The Debtor also is a borrower with Atlanta Development Authority with a balance of $46,500 that asserts a security interest in the Debtor's tangible and intangible personal property as evidenced by UCC Financing Statement No. 060-2022-003085 filed with the Fulton County, Georgia Clerk of Superior Court on May 18, 2022. The Debtor also is a borrower with US Foods with a balance of $18,000 that asserts a security interest in the Debtor's tangible and intangible personal property as evidenced by UCC Financing Statement No. 056-2022-002129 filed with the Fayette County, Georgia Clerk of Superior Court on July 28, 2022. The Debtor is a borrower with Elevate Funding on a loan with a balance of $37,609. Elevate may assert a security interest in the Debtor's tangible and intangible personal property. To provide adequate protection for the Debtor's use of cash collateral, to the extent any creditor holds a valid lien, security interest, or right of setoff as of the Petition Date under applicable law, are granted a valid and properly-perfected lien on all property acquired by Debtor after the Petition Date that is the same or similar nature, kind, or character as the pre-petition collateral. A copy of the court's order and budget is available at https://urlcurt.com/u?l=t3s9LU from PacerMonitor.com. The Debtor projects total expenses as follows: $21,919 for the two weeks ending July 30, 2023; $33,622 for the two weeks ending August 13, 2023; $10,140 for the two weeks ending August 27, 2023; $37,110 for the two weeks ending September 10, 2023; and $5,740 for the two weeks ending September 24, 2023. About Neyows of Atlanta, LLC Neyows of Atlanta, LLC is a full-service restaurant with creole cuisine that is open six days a week. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case. 23-40906) on June 22, 2023. In the petition signed by Tre Pierre, chief executive officer, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. NJ ECONOMIC: Moody's Alters Outlook on 'B1' Bonds Rating to Stable ------------------------------------------------------------------ Moody's Investors Service has revised the outlook of New Jersey Economic Development Authority's Provident Group - Rowan Properties, LLC (the "project") Revenue Bonds, Series 2015A (the "Bonds") to stable from negative. Consequently, Moody's has affirmed the B1 rating on the Bonds. RATINGS RATIONALE The rating affirmation reflects a gradually improving risk profile due to a rebound in occupancy and increase in rental revenues. Moody's adjusted debt service coverage ratio (DSCR), based on 2022 audited financial statements, increased to 1.12x from 0.61x and 0.4x reached in 2021 and 2020, respectively. In the fall of 2022, Rowan University resumed in-person classes and reinstated the housing requirement for first- and second-year students, a requirement that was temporarily suspended during the pandemic. The project, however, continues to exhibit speculative characteristics including diminished liquidity position and limited budgetary flexibility. Additionally, management reported that reserves tapped to pay debt service during the pandemic will not be fully replenished until 2026. RATING OUTLOOK The outlook revision to stable reflects a turnaround in the project's declining operating and financial performance, and Moody's expectation of gradual replenishment of reserves to the required levels under the transaction's legal documents. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Sustained upward trend in operating performance demonstrated by high occupancy and increasing cash flow, leading to the restoration of reserves and financial strength FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Cash flow disruptions that impede the project's ability to restore financial strength LEGAL SECURITY The bonds are special limited obligations payable solely from revenues of the project, mainly rental revenues, and other funds held with Trustee and do not constitute obligations for the Issuer or the University. The obligations are secured by payments made under the Loan Agreement, a leasehold mortgage and amounts held by the Trustee under the Indenture. PROFILE The Obligor and Owner, Provident Group - Rowan Properties LLC, is a single member LLC organized and existing under the laws of New Jersey for the purpose of developing and financing certain facilities for the benefit of the University. The sole member of the Obligor is Provident Resources Group, Inc., a 501(c)(3) Georgia nonprofit corporation with a national presence. METHODOLOGY The principal methodology used in this rating was Global Housing Projects published in June 2017. NORTHWEST FOUNDATION: Case Summary & One Unsecured Creditor ----------------------------------------------------------- Debtor: Northwest Foundation for "A Course in Miracles" 37918 Vista Key Dr NE Hansville, WA 98340-8737 Business Description: The Debtor is a tax-exempt religious organization. Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-11368 Judge: Hon. Marc Barreca Debtor's Counsel: Lance L. Lee, Esq. LAW OFFICES OF LANCE L. LEE 1700 7th Ave Ste 2100 Seattle WA 98101 Tel: (206) 332-9841 Email: lance@lancelee.com Total Assets: $2,021,195 Total Liabilities: $711,603 The petition was signed by Paul N. Tuttle as vice president. The Debtor listed Puget Sound Energy as its sole unsecured creditor holding a claim of $7,552. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/GCCJ6DI/Northwest_Foundation_for_A_Course__wawbke-23-11368__0001.0.pdf?mcid=tGE4TAMA ONLINE EDUGO: Susan Seflin Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 16 appointed Susan Seflin, Esq., a partner at BG Law, as Subchapter V trustee for Online Edugo, Inc. Ms. Seflin will be paid an hourly fee of $625 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. The compensation for her trustee administrators is $250 per hour. Ms. Seflin declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Susan K. Seflin, Esq. BG Law 21650 Oxnard St, Suite 500 Woodland Hills, CA 91367 Tel: (818) 827-9000 Email: sseflin@bg.law About Online Edugo Founded in 2014, Online Edugo, Inc. operates a testing center in Los Angeles. Online Edugo filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14459) on July 17, 2023, with $2,147,657 in assets and $1,805,315 in liabilities. Connie H. Kim, chief executive officer, secretary and chief financial officer, signed the petition. Judge Neil W. Bason oversees the case. Kevin Tang, Esq., at Tang & Associates represents the Debtor as legal counsel. OPEN COURT SPORTS: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: Open Court Sports Complex, LLC 1808 Woodcreek Bend Lane Katy TX 77494 Business Description: The Debtor is an indoor basketball, volleyball, pickleball, and floor sports facility in Katy, Texas. Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-32826 Judge: Hon. Jeffrey P. Norman Debtor's Counsel: Kimberly A. Bartley, Esq. WALDRON & SCHNEIDER, LLP 15150 Middlebrook Drive Houston TX 77058 Tel: (281) 488-4438 Fax: (281) 488-4597 Email: kbartley@ws-law.com Total Assets: $8,281,574 Total Liabilities: $6,208,520 The petition was signed by Angela Smith-Duncan, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C27YILA/Open_Court_Sports_Complex_LLC__txsbke-23-32826__0001.0.pdf?mcid=tGE4TAMA PASO DEL NORTE: Seeks A 60-Day Extension to Plan Exclusivity ------------------------------------------------------------ Paso Del Norte Materials, LLC asks the U.S. Bankruptcy Court for the Western District of Texas for an extension of its exclusivity period for 60 days. The Debtors stated that it has an affiliate, J.A.R. Concrete, Inc., whose business activity is construction of roads and highways for governmental obligees. The projects are all bounded by a single surety, United States Fire Insurance Company. Paseo del Norte Materials, LLC is the principal supplier of labor and materials J.A.R. The Debtor pointed out that J.A.R. has been in disputes with the Surety ever since petition date, over job costs, degrees of job completion, use of cash collateral, and related controversies over operating. The Debtor explained that this struggle did not leave much additional time for either Debtor to develop a reorganization strategy, because it appeared that the Surety was intent upon recovering all that it could, for itself, from both Debtors. Unless extended, the Debtor's exclusive filing period ends on July 13, 2023. Paso Del Norte Materials, LLC is represented by: E.P. Bud Kirk, Esq. 600 Sunland Park Dr., Building Four, Ste. 400 El Paso, TX 79912 Tel: (915) 584-3773 Email: budkirk@aol.com About Paso Del Norte Materials Paso Del Norte Materials, LLC, a company in El Paso, Texas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 23-30252) on March 15, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge H. Christopher Mott oversees the case. E.P. Bud Kirk, Esq., at E.P. Bud Kirk represents the Debtor as counsel. PGX HOLDINGS: Taps Landis Rath & Cobb as Conflicts Counsel ---------------------------------------------------------- PGX Holdings, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Landis Rath & Cobb, LLP as conflicts counsel. Landis Rath & Cobb will advise PGX on any matters where it has an interest adverse to Lexington Law Firm and will perform legal services that will be necessary during its Chapter 11 case. These services include: a. advising and assisting PGX with respect to its rights, powers and duties and taking all necessary action to protect and preserve its estate, including prosecuting actions on PGX's behalf, defending any actions commenced against PGX, and negotiating disputes involving PGX; b. preparing and filing legal documents; c. appearing in the bankruptcy court and any appellate courts to represent and protect the interests of PGX; d. advising and assisting PGX in maximizing value in its Chapter 11 case, including, without limitation, in connection with the sales of assets and the formulation of a Chapter 11 plan; and e. other necessary legal services. The firm's hourly rates range from: Partners $820 - $1,150 Associates $475 - $625 Paralegals $275 - $310 Legal assistants $200 The firm received a retainer in the amount of $25,000. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Landis Rath & Cobb disclosed that: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- other than the periodic adjustments described above, the firm's hourly rates and financial terms for the services performed prior to the petition date are identical to the hourly rates and financial terms of the post-petition engagement; and -- Landis Rath & Cobb, in conjunction with the Debtors, is developing a prospective budget and staffing plan for these Chapter 11 cases. Matthew McGuire, Esq., a partner at Landis Rath & Cobb, 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: Matthew B. McGuire, Esq. Landis Rath & Cobb, LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Phone: 302-467-4430 / 302-467-4400 Email: mcguire@lrclaw.com About PGX Holdings PGX Holdings, Inc., and affiliates are credit repair service providers, helping customers repair their credit and achieve their credit goals. PGX Holdings helps consumers access and understand the information contained in their credit reports, ensure that the information contained in those reports is fair, accurate, and complete, and address other factors that may negatively impact their credit scores. PGX Holdings, Inc., and its affiliates, including John C. Heath, Attorney At Law PC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4, 2023. In the petition signed by Chad Wallace, chief executive officer and president, the Debtor disclosed up to $500 million in assets and up to $10 billion in liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP, Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP serve as the Debtors' special counsels. Kurtzman Carson Consultants, LLC is the claims, noticing and administrative agent. PLASTIQ INC: Committee Gets OK to Hire DLA Piper as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Plastiq, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ DLA Piper, LLP (US) as counsel. The committee requires legal counsel to: a. give advice with respect to the rights, duties and powers of the committee in the Chapter 11 cases of Plastiq, Inc. and its affiliates; b. participate in in-person and telephonic meetings of the committee and any subcommittees formed thereby, and otherwise advise the committee with respect to its rights, powers and duties in the Chapter 11 cases; c. assist and advise the committee in its consultations, meetings and negotiations with the Debtors and all other parties in interest regarding the administration of the cases; d. assist the committee in analyzing the claims asserted against and interests asserted in the Debtors, in negotiating with the holders of such claims and interests, and in bringing, participating in, or advising the committee with respect to contested matters and adversary proceedings, including objections or estimation proceedings, with respect to such claims or interests; e. assist with the committee's review of the Debtors' schedules of assets and liabilities, statements of financial affairs and other financial reports prepared by the Debtors, and the committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and of the historic and ongoing operation of its business; f. assist the committee in its analysis of, and negotiations with, the Debtors or any third party related to, among other things, financings, use, sale or leasing of the Debtors' assets, including asset disposition transactions, compromises of controversies, assumption or rejection of executory contracts and unexpired leases, and matters affecting the automatic stay; g. assist the committee in its analysis of, and negotiations with, the Debtors or any third party related to, the negotiation, formulation, confirmation and implementation of a Chapter 11 plan for the Debtors, and all pleadings, agreements and documentation related thereto; h. assist and advise the committee with respect to its communications with the general creditor body regarding significant matters in the Chapter 11 cases; i. represent the committee at all hearings and other court proceedings; j. review and analyze all legal documents filed with the court and advise the committee with respect to its position thereon and the filing of any response thereto; k. assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters and administrative proceedings as may be necessary or appropriate in furtherance of the committee's interests and objectives; and l. perform other legal services. The firm will be paid at these rates: Dennis O'Donnell, Partner $1,185 per hour Deborah Meshulam, Partner $1,250 per hour Aaron S. Applebaum, Associate $975 per hour Nicole McLemore, Associate $675 per hour Daniel S. Trager, Associate $655 per hour Theresa Pullan, Paralegal $320 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, DLA Piper disclosed the following: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes. DLA Piper agreed to provide a discount to its standard rates as an accommodation to the committee. Other than that, DLA Piper and the committee have not agreed to any variations from, or alternatives to, DLA Piper's standard billing arrangements for this engagement. The rate structure provided by DLA Piper is appropriate and, other than with respect to the discount, is not significantly different from (a) the rates that DLA Piper charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: DLA Piper and the committee have agreed to the professional fee budget approved in connection with the Debtors' approved post-petition financing, and the committee has approved DLA Piper's staffing plan. Dennis O'Donnell, Esq., a partner at DLA Piper, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Dennis O'Donnell, Esq. DLA Piper LLP (US) Telephone: (212) 335-4665 Facsimile: (917) 778-8665 Email: dennis.odonnell@dlapiper.com About Plastiq Inc. Founded in 2012, Plastiq Inc. is a leading B2B payments company for SMBs. It has helped tens of thousands of businesses improve cash flow with instant access to working capital while automating and enabling control over all aspects of accounts payable and receivable. Plastiq provides growing finance teams with technology and know-how once reserved for only large enterprises. The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options. Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code. Plastiq Inc. and affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10671) on May 24, 2023. In the petition filed by its chief restructuring officer, Vladimir Kasparov, Plastiq Inc. reported $50 million to $100 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP as counsel; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. DLA Piper, LLP (US) and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. PLASTIQ INC: Committee Taps Dundon Advisers as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Plastiq Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers, LLC as financial advisor. The committee requires a financial advisor to: a. assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; e. assist the committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; f. assist the committee to analyze, classify and address claims against the Debtors and participate effectively in any effort in these chapter 11 cases to estimate (in any formal or informal sense) contingent, unliquidated, and disputed claims; g. assist the committee to identify, preserve, value, and monetize tax assets of the Debtors, if any; h. advise the committee in negotiations with the Debtors, certain of the Debtors' lenders, and third parties; i. assist the committee in reviewing the Debtors' financial reports; j. assist the committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; k. review and provide analysis of the present and any subsequently proposed debtor-in-possession financing or use of cash collateral; l. assist the committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; m. assist the committee in investigating whether any unencumbered assets at Plastiq Inc. exist; n. review and provide analysis of any proposed disclosure statement and chapter 11 plan and, if appropriate, assist the committee in developing an alternative chapter 11 plan; o. attend meetings and assist in discussions with the committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; p. present at meetings of the committee, as well as meetings with other key stakeholders and parties; q. perform such other advisory services for the committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and r. provide testimony on behalf of the committee as and when may be deemed appropriate. The firm will be paid at these rates: Principal $850 per hour Managing Director and Senior Adviser $760 per hour Senior Director $700 per hour Director $625 per hour Associate Director $550 per hour Senior Associate $475 per hour Associate $370 per hour Eric Reubel, managing director at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric Reubel Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (917) 838-1930 Email: ER@dundon.com About Plastiq Inc. Founded in 2012, Plastiq Inc. is a leading B2B payments company for SMBs. It has helped tens of thousands of businesses improve cash flow with instant access to working capital while automating and enabling control over all aspects of accounts payable and receivable. Plastiq provides growing finance teams with technology and know-how once reserved for only large enterprises. The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options. Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code. Plastiq Inc. and affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10671) on May 24, 2023. In the petition filed by its chief restructuring officer, Vladimir Kasparov, Plastiq Inc. reported $50 million to $100 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP as counsel; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. DLA Piper, LLP (US) and Dundon Advisers, LLC serve as the committee's legal counsel and financial advisor, respectively. PLUTO ACQUISITION I: $873.4M Bank Debt Trades at 17% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Pluto Acquisition I Inc is a borrower were trading in the secondary market around 82.8 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $873.4 million facility is a Term loan that is scheduled to mature on June 20, 2026. About $853.6 million of the loan is withdrawn and outstanding. Pluto Acquisition I, Inc. provides health care services. The Company operates in the United States. POLARIS OPERATING: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Polaris Operating, LLC (Lead Case) 23-32810 5944 Luther Lane, Suite 400 Dallas, TX 75225 Cottonwood Gas Gathering, LLC 23-32809 NAP I, LLC 23-32811 CCCB Energy Partners, LLC 23-32812 Business Description: The Debtors are privately held independent oil and gas companies focused on acquiring, optimizing and developing conventional oil and gas properties with re-development and new development opportunities. The Debtors' core area of operations is in the Texas Panhandle, specifically in Moore, Potter and Roberts counties, where they own and operate hundreds of shallow oil and gas wells with a significant amount infrastructure including gathering systems, power lines, disposal wells, workover rigs and water trucks. Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court Southern District of Texas Judge: Hon. Christopher M. Lopez Debtors' Counsel: Christopher Adams, Esq. John Thomas Oldham, Esq. OKIN ADAMS BARTLETT CURRY LLP 1113 Vine St., Suite 240 Houston, Texas 77002 Tel: 713.228.4100 Fax: 346.247.7158 Email: cadams@okinadams.com Email: joldham@okinadams.com Debtors' Notice, Claims & Balloting Agent: DONLIN, RECANO & COMPANY, INC. Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petitions were signed by Christopher Czuppon as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R65SOKQ/Polaris_Operating_LLC__txsbke-23-32810__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. State Comptroller Tax $543,038 Comptroller of Public P.O. Box 149358 Austin, TX 78714-9358 Attn: Bankruptcy Dept. Phone: 512-463-4511 Email: ptad.cpa@cpa.texas.gov 2. Nova Compression, LLC Trade Debt $342,272 PO Box 773245 Chicago, IL 60677-3245 Nic Rogers, CFO Phone: 405-476-4642 Email: nrogers@nova-compression.com 3. Quest Drilling Company, LLC Trade Debt $319,397 8621 E 21st N Ste 120 Wichita, KS 67206 Cooper Sanders Phone: 316-259-2402 Email: csanders@questdrill.com 4. Moore County Tax Assessor - Tax $315,790 Collector PO Box 616 Dumas, TX 79029-0616 Attn: Chris Rivera Phone: 806-935-2175 Email: taxoffice@moore-tx.com 5. Murfin Drilling Trade Debt $306,330 Company Inc. DBA WW Dril 675 S. 13th St. WaKenney, KS 67672 William Murfin Phone: 316-258-8888 Email: wmurfin@murfininc.com 6. Hunton Andrews Kurth LLP Legal Services $288,639 PO Box 405759 Atlanta, GA 30384-5759 Neil Kelly Phone: 713-220-4198 Email: Neilkelly@andrewskurth.com 7. Quasar Energy Services, Inc. Trade Debt $251,062 3288 FM 51 Gainesville, TX 76240 Howard Worley Phone: 405-519-6895 Email: Howard.worley@qeserve.com 8. Carol Ann Crowe Life Tenant Royalty Interest $224,941 Tracey L. Jackson 2162 Kessler Court Dallas, TX 75208 Carol Ann Crowe Phone: 469-855-7735 Email: carolcrowe@mac.com 9. DJ'S Well Service & Trade Debt $180,591 Roustabout, Inc. PO Box 1160 Borger, TX 79008-1160 Wesley Nolan Phone: 806-273-2667 Email: wnolen@snwoperating.com 10. DJ's Pump & Trade Debt $140,197 Supply, LLC PO BOX 1130 Borgerr, TX 79008 Wesley Nolan Phone: 806-273-2667 Email: wnolen@snwoperating.com 11. Curtis Service Company Trade Debt $139,674 P.O. Box 1800 Pampa, TX 79066-1800 Andrew Curtis Phone: 806-663-2436 Email: acurtis@expc.com 12. Roberts County Tax Tax $131,929 Assessor-Collector PO Box 458 Miami, TX 79059 Hether Williams Phone: 806-868-4019 13. Triangle Well Servicing CO Trade Debt $117,349 PO Box 1159 Pampa, TX 79066 Jerry Carillo Phone: 806-665-8459 Email: carrillo.j.trianglewell@gmail.co 14. Presidio Finance LLC Working Interest $112,039 500 W. 7th Street Suite 1500 Fort Worth, TX 76102 Heather Reyff Phone: 817-507-8712 Email: hreyff@presidiopetroleum.com 15. Perfex Chemical Trade Debt $109,478 Solutions LLC PO Box 933 1050 N Price Rd Pampa, TX 79065 Cody Williams Phone: 405-301-7713 Email: cwilliams@perfexservices.com 16. Panhandle Line Service, Inc. Trade Debt $103,963 P.O. Box 708 Borger, TX 79008-0708 Leslie Durham Phone: 806-273-3112 Email: leslie@northtexaselectric.com 17. Carter Family Royalty Interest $100,104 Revocable Trust 47 Headquarters Trail Santa Fe, NM 87506-9503 Patrick Carter Phone: 505-983-2300 Email: pattycarter.sf@gmail.com 18. PEC Minerals, LP Royalty Interest $97,020 8111 Westchester Drive Suite 900 Dallas, TX 75225 Attn: Owner Relations Phone: 972-392-6110 19. Midwest Compressor Trade Debt $85,583 Systems LLC PO BOX 9668 Department 2621 Conway, AR 72033 20. Pickford Investments, LLC Working Interest $74,391 1437 S. Boulder Suite 160 Tulsa, OK 74119 Garry Smith Phone: 918.625.1637 Email: gsmith@adamsaff.com 21. Western Hot Oil Trade Debt $67,943 Service, Inc. PO Box 1107 Perryton, TX 79070-0000 Denise Roberson Phone: 806-435-5308 Email: droberson@westernhotoil.com 22. XCEL Energy Trade Debt $67,872 PO Box 9477 Minneapolis, MN 55484-9477 Attn: Accounts Receivable Phone: 800-895-4999 23. Bentley Dirt Services Inc. Trade Debt $63,947 PO Box 1040 Stinnett, TX 79083 Ben Bentley Phone: 806-878-3484 Email: ben@bentleydirt.com 24. Altamira-US, LLC Trade Debt $62,027 525 Central Park Drive Suite 500 Oklahoma City, OK 73105 Colby Lowrie Phone: 979-373-8897 Email: colby.lowrie@altamira-us.com 25. N5 Wireline Service, LLC Trade Debt $60,640 PO Box 836 Perryton, TX 79070 Chris Najara Phone: 806-202-2145 Email: chrisn5@n5wirelineservice.com 26. Corlena Oil Company Working Interest $59,758 619 S. Tyler Suite 210 Amarillo, TX 79101 Raymond Lea Phone: (806) 372-5044 ext. 106 Email: raymond@corlena.com 27. John Floyd Earth Trade Debt $59,658 Moving, LLC PO Box 381 Booker, TX 79005 John Floyd Phone: 806-658-4756 Email: johnfloydearthmoving@yahoo.com 28. PakEnergy, LLC Trade Debt $59,008 PO Box 621022 Dallas, TX 75262-1022 Santosh Nanda Phone: 833-725-0725 29. Jack Oldham Oil, Inc. Trade Debt $56,872 PO Box 571 Dumas, TX 79029 Shannon Bynum Phone: 806-935-2104 Email: shannon@jackoldhamoil.org 30. Travis & Kylee Chester Working Interest $56,715 1100 Quarter Horse Road Miami, TX 79059 Travis Chester Phone: 806-664-1228 Email: tktrucking@gmail.com PROFESSIONAL DIVERSITY: CEO Has $250K Salary Under New Contract --------------------------------------------------------------- Professional Diversity Network, Inc. entered into an employment agreement with Xin (Adam) He, its chief executive officer. Under the Agreement, Mr. He will serve as the chief executive officer of the Company on an at-will basis and will receive an annual base salary of $250,000‎ and ‎be eligible for an annual bonus of up to 50% of his base salary. In addition, Mr. He will receive a restricted stock award under the Professional Diversity Network, Inc. 2023 Equity ‎Compensation Plan. The Award will award Mr. He with 120,000 restricted shares of the Company's ‎common stock, subject to the terms and conditions of the Equity Plan. Such restricted shares will vest as follows: 1/3 immediately ‎upon grant, 1/3 on the first anniversary of the Effective Date, and the final 1/3 on the ‎second anniversary of the Effective Date; provided, however, that Mr. He must remain ‎continuously employed by the Company or its affiliates through the applicable ‎vesting date. All other material terms and conditions of the Agreement are the same as Mr. He's 2020 employment agreement. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals. Through the Company's online platforms and partnerships, the Company provides hiring employers a means to identify and acquire diverse talent and assist them with DEI efforts. Professional Diversity reported a net loss attributable to the company of $2.60 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the company of $2.75 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $6.83 million in total assets, $4.70 million in total liabilities, and $2.12 million in total stockholders' equity. Oak Brook, Illinois-based Sasetti LLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred recurring operating losses, has a significant accumulated deficit, and will need to raise additional funds to meet its obligations and the costs of its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. QUEST SOFTWARE: $2.81B Bank Debt Trades at 18% Discount ------------------------------------------------------- Participations in a syndicated loan under which Quest Software Inc is a borrower were trading in the secondary market around 81.7 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.81 billion facility is a Term loan that is scheduled to mature on February 1, 2029. About $2.79 billion of the loan is withdrawn and outstanding. Quest Software Inc. provides software solutions. The Company offers enterprise software that identities, users and data, streamlines IT operations, and hardens cyber security from the inside out. Quest Software serves customers in the United States. R&LS INVESTMENTS: Douglas Flahaut Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 16 appointed Douglas Flahaut, Esq., attorney at ArentFox Schiff, LLC, as Subchapter V trustee for R&LS Investments, Inc. Mr. Flahaut will be paid an hourly fee of $680 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Flahaut declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: M. Douglas Flahaut, Esq. ArentFox Schiff LLP | Attorneys at Law Gas Company Tower 555 West Fifth Street, 48th Floor Los Angeles, CA 90013 Telephone: (213) 443-7559 Facsimile: (213) 629-7401 Email: douglas.flahaut@afslaw.com About R&LS Investments R&LS Investments, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14467) on July 18, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Richard Cunningham, operating principal, signed the petition. Judge Julia W. Brand oversees the case. John-Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP is the Debtor's legal counsel. RAIN CARBON: Moody's Rates New $450MM 2nd Lien Secured Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Rain Carbon Inc.'s ("RCI") proposed $450 million second-lien senior secured notes due 2029. All other ratings remain unchanged. Proceeds from the new notes along with cash on hand will be used to refinance $480 million of RCI's $530 million existing second-lien senior secured notes and to pay for related transaction fees and expenses. The company plans to repay the remaining $50 million second-lien notes stub over the next 12 months. Ratings are subject to the review of the final documentation and any future changes to the capital structure with respect to the 1st lien and 2nd lien debt could have an impact on the ratings of the debt instruments. Assignments: Issuer: Rain Carbon Inc. Senior Secured Second Lien Notes, Assigned B3 RATINGS RATIONALE RCI's B2 CFR reflects its position as one of the leading global producers of carbon-based and advanced materials products, which form key raw materials for a broad range of industries. The rating is constrained by its relatively low revenue base and significant dependency on the cyclical and volatile aluminum industry with CPC and CTP, which are critical ingredients in the aluminum smelting process, accounting for 40-45% of the company's revenues. The company also has a meaningful exposure to chemical and automotive end-markets, mainly in Europe, through its Advanced Materials segment. The rating also considers the impact of the restrictions placed by the Indian government on the imports of petroleum coke since 2018, which limit RCI's ability to ramp up its new calcination plant to full capacity. The rating is supported by the company's good liquidity position, diverse business profile that allows it to service various end markets and geographic regions and its strong relationships with key raw material suppliers and customers. As a result of materially higher prices for carbon and certain advanced materials products, RCI generated very high EBITDA in 2022 and in the LTM ended March 31, 2023. Consequently, leverage improved from 4.5x in 2021 to 2.8x in 2022 and 3x in the LTM. These benefits, however, were substantially offset by higher inventory costs driving working capital build-up in 2022, and the still relatively low availability of anode quality low-sulphur GPC and CTP, with the latter being a key feedstock in the production of derivative coal tar distillation products. RCI's operating margins typically expand during the periods of rising prices and the related time lag between prices and input costs, which the company refers to as "opportunity margin". Operating margins and EBITDA typically decline during the periods of falling prices and the reset of raw material costs to higher levels. Beneficially, however, this margin contraction, is typically accompanied by a material release in working capital and positive free cash flow generation, which was evident Q1 2023 with RCI adding about $80 million to its cash balance by the end of the quarter. As many other companies operating in the currently challenging economic environment, RCI faces a number of operating and financial risks. The company's has operations in Europe, which have been negatively impacted by high energy prices, raw material costs and lower volumes. In addition, the resets in realized prices and raw materials costs, aluminum capacity curtailments in Europe and the US and greater availability of CPC exported from China could lead to lower volumes, realized prices and reduced profitability of both segments. That said, the company's operations, particularly those located in Europe, are expected to benefit from lower energy prices as compared to 2022. Barring a material decline in demand from key end markets or additional energy related facility closures or capacity curtailments and adjusting for the divestment of RCI's stake in Russian JV, Moody's expect the company to generate lower EBITDA in 2023 and in 2024, as compared to 2022, and for leverage to increase to 4-4.5x. Moody's also estimate that higher operating cash flow will result in $100-150 million in positive FCF in the next 12-18 months, which could be used for debt repayment. The stable outlook reflects Moody's view that despite the deteriorating macro environment, Rain Carbon will continue to generate solid earnings and positive free cash flow and will maintain credit metrics and leverage profile commensurate with a B2 rating in mid-cycle and adverse commodity price scenarios. The outlooks also presume the company's will maintain its good liquidity position. RCI faces a number of ESG risks as a producer of carbon-based products and a supplier of key input ingredients for the primary aluminum industry. India's petcoke import restrictions were driven by environmental concerns, specifically greenhouse gas emissions associated with the use of petcoke as fuel. These restrictions have materially impacted the company's operating and financial performance despite the fact that the company's calciners in India have scrubbing systems that remove at least 98% of the SO2 emissions. Furthermore, RCI's business model that is premised on converting by-products from oil, petrochemical and steel industries into raw materials for other industries that would otherwise be disposed as waste or used as a highly carbon emissive fuel, is a positive ESG consideration. RCI had good liquidity as of March 31, 2023 supported by cash on hand of $249 million and combined $186 million of availability under the secured revolver maturing in 2027 and credit facilities available to fund working capital needs at the company's Indian operations. The company has recently upsized the RCF commitments by $60 million to $260 million. Proforma the transaction and considering the loss of cash held by the divested Russian JV, Moody's estimates that RCI will have about $300 million in total liquidity. The Ba3 rating on the senior secured revolving credit facility and the term loan reflects their priority with respect to claim on collateral, ahead of the existing and the new second lien notes, which are rated B3 due to the preponderance of the first-lien debt in the new capital structure. The RCF and the term loan are secured by substantially all of the assets of the company and its subsidiaries except for subsidiaries incorporated in India. The existing 2025 notes are secured on a second-priority basis by substantially all of the assets of the company and are guaranteed on a joint and several basis by the company's each existing and future wholly owned domestic restricted subsidiary that is a borrower or a guarantor under the credit agreement. The new notes are secured by liens on all of the assets of the issuer that secure the credit agreement other than excluded assets, and are guaranteed on a joint and several basis by the company's each existing and future wholly owned restricted subsidiary that is a borrower or a guarantor under the credit agreement, except for wholly-owned restricted subsidiaries organized in Belgium, Canada and Germany. These non-guarantors generated 42.4% of the company's consolidated adjusted EBITDA for the LTM ended March 31, 2023 and held 23.4% of the company's consolidated assets as of March 31, 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of RCI's ratings could be considered if Debt/EBITDA, as adjusted, were expected to be sustained below 4.5x with consistently positive free cash flows and good liquidity, and if the recently completed growth projects operate as planned. A downgrade would be considered if Debt/EBITDA, as adjusted by Moody's, were expected to sustain above 5.5x, (CFO -- Dividends)/ Debt below 10% or if liquidity deteriorated. Rain Carbon Inc. is an indirect wholly owned subsidiary of Rain Industries Limited, a company incorporated in India. The company is engaged in the business of manufacturing and sales of carbon products and advanced materials, including calcined petroleum coke (CPC), coal tar pitch (CTP), cogenerated energy, and other derivatives and downstream products of the coal tar distillation process. The company generated $2.5 billion in revenues during the LTM ended March 31, 2023. The principal methodology used in this rating was Steel published in November 2021. RC HOME SHOWCASE: Lender's Motion to Prohibit Cash Access Moot -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, denied as moot the motion to prohibit cash collateral filed by Manuhen Enterprises, the creditor of RC Home Showcase, Inc. As previously reported by the Troubled Company Reporter, on December 22, 2020, Manuhen sold all of its shares of stock in the Debtor to BES for $4.270 million. The purchase price consisted of cash, promissory notes, and a subsequent agreement. The Debtor failed to make certain payments, leading Manuhen to file a lawsuit against the Debtor, and Eusebio Paredes, the Debtor's owner and principal. The Debtor, and Paredes filed a counterclaim alleging fraud. Manuhen believes the Debtor undervalued its assets or disposed of collateral. Manuhen inquired about the use of cash collateral but discussions were not completed. The Debtor moved to a new location, and Manuhen is concerned about the sale or dissipation of assets. Manuhen sought an order prohibiting the use of cash collateral or conditioning its use on certain requirements. A copy of the Court's order is available at https://urlcurt.com/u?l=bWu6HB from PacerMonitor.com. About RC Home Showcase, Inc. RC Home Showcase, Inc. is in the glass product manufacturing business. RC designs and manufactures windows, sliding glass doors, glass railings and curtain wall. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-19571) on December 15, 2022. In the petition signed by Eusebio Paredes, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A., represents the Debtor as legal counsel. REDSTONE BUYER: Fitch Affirms 'B-' IDR & Alters Outlook to Stable ----------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Ratings (IDRs) for the following entities: Redstone Buyer LLC, Redstone Holdco 2 LP, Redstone Intermediate (FRI) Holdco LLC, Redstone Intermediate (NetWitness) Holdco LLC, Redstone Intermediate (SecurID) Holdco LLC, and Redstone Parent LP. These entities collectively operate as RSA Security, LLC. Fitch has withdrawn the rating of Redstone Intermediate (Archer) Holdco LLC. The Rating Outlook has been revised to Stable from Negative. In addition, Fitch has affirmed the first-lien senior secured credit facility at 'B'/'RR3', and second-lien senior secured credit facility at 'CCC'/'RR6'. The Rating Outlook reflects the added liquidity and reduced debt from the divestiture of Archer despite the continuing operating challenges experienced by the remaining three business units. While Fitch forecasts a modest continued decline in revenue through the forecast period, Fitch estimates the company will have sufficient liquidity supported by its cash on balance sheet and a $175 million undrawn revolver. Fitch has withdrawn the ratings of Archer as it no longer exists after being divested from RSA Security. Accordingly, Fitch will no longer provide ratings or analytical coverage for Archer. KEY RATING DRIVERS Adequate Financial Flexibility: Fitch estimates RSA to have over $100 million cash on balance sheet exiting FY2024 and full availability of its $175 million revolving credit facility. Fitch expects RSA to manage its operations to achieve break-even to modestly positive FCF to maintain sufficient liquidity. Weak Credit Metrics: The combination of high debt levels and operational underperformance since the separation from Dell has resulted in financial leverage higher than previously estimated. Fitch estimates gross leverage to remain over 7.5x through fiscal 2027. These challenges along with high interest expenses are contributing to EBITDA/interest coverage to be at or below 1.5x through fiscal 2027. Stabilized Operations: Fitch expects total revenue to decline modestly through its forecast period as the company focuses on stabilizing the remaining business units after the divestiture of Archer. With the added financial flexibility, Fitch believes the company now has sufficient operational flexibility to address its operational challenges. The company had previously been constrained by the complexity in separating from Dell and lack of financial flexibility as its operations suffered significant contraction as its end-markets unwound from pandemic peak-demand. Secular Growth Markets: Despite the demand volatility experienced through the pandemic, greater adoption of identity and access management (IAM) in support of greater workforce mobility should support continuing growth for the niche cybersecurity segment. However, these markets are fragmented and increasingly competitive. Modernizing Brand Perception: Post-divestiture of Archer, RSA Security retains three legacy brands: SecurID, NetWitness and Outseer. With renewed operational flexibility, the company intends to focus on modernizing the perception of these brands to regain their competitiveness. SecurID intends to transform itself to a modern identity security platform, away from only authentication. NetWitness will require reinvestment to improve its capabilities. Outseer also needs to modernize its brand from a legacy platform. The brand modernization efforts were constrained since the peak of the pandemic as the company faced operational challenges and liquidity constraints. Significant Competition: Fitch expects RSA to be exposed to intensifying competition across each of its core end markets, including market leaders, which are larger and have greater financial flexibility. SecurID is recognized as a market leader in the identity management market in the increasingly more-competitive market. Outseer has seen its Net Promotor Scores improve, suggesting improving market perception. NetWitness is in the process of realigning its resources to meet market needs. Diversified Customer Base: RSA has a highly diversified revenue base with more than 10,000 enterprise customers. No customer accounts for more than 2% of revenues, the top-25 customers account for less than 20% of total revenues and the top-100 customers account for less than 40% of revenues. DERIVATION SUMMARY Fitch's ratings for RSA Security are supported by the company's mature technology platforms and strong brand value that result in a stable customer base. With the divestiture of Archer, RSA Security has gained both financial flexibility and operational flexibility to refocus on modernizing the remaining products: SecurID, NetWitness and Outseer. The broader enterprise-security market has been growing, supported by greater awareness around security breaches and the increasing complexity of IT networks and applications. Within the broader enterprise security market, peers include Gen Digital (fka NortonLifeLock; BB+/Negative). RSA Security has smaller revenue scale and lower EBITDA margins than NortonLifeLock. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: -- Revenue decline in the low-single digits; -- EBITDA margins in the mid 30's; -- Capex intensity at 4%; -- No acquisitions or dividends through fiscal 2026. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that RSA Security would be reorganized as a going-concern in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach -- In the event of distress, Fitch assumes RSA Security would suffer from greater customer churn and margin compression on a lower revenue scale. RSA Security's GC EBITDA is assumed to be $106 million, approximately 42% below fiscal 2023 Fitch adjusted pro forma EBITDA of $182 million. The company experienced significant revenue volatility through the pandemic and Fitch believes revenues have returned to normalized levels. The increasing recurring revenue and high customer retention rates provide significant visibility to future profitability. -- The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch based the enterprise valuation. -- An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for 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., which received recovery multiples of 8.4x,8.1x, and 5.5x, respectively. -- The highly recurring nature of RSA Security's revenue supports EBITDA multiple near the high-end of the range. -- Fitch arrives at an EV of $689 million. After applying the 10% administrative claim, adjusted EV of $620 million is available for claims by creditors. This results in a 'RR3' Recovery Rating for RSA Security's first-lien credit facilities and 'RR6' Recovery Rating for the second-lien credit facility. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- EBITDA leverage sustained below 7.0x; -- Cash flow from operations-capex/debt sustained above 5%; -- Sustained revenue growth of mid-single digits, implying stable market position. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Cash flow from operations-capex/debt sustained below 0%; -- EBITDA interest coverage sustaining below 1.5x; -- Negative revenue growth of more than mid-single digits and profit margin erosion, signaling greater competitive intensity. LIQUIDITY AND DEBT STRUCTURE Constrained Adequate Liquidity: Fitch estimates the company will exit FY2024 with over $100 million of cash on balance sheet and full availability of its $175 million revolving credit facility. With the backdrop of weak operating performance, Fitch believes the company is able to manage its cost structure for breakeven to modest FCF to sustain cash position. Debt Structure: RSA Security's term loans have maturity dates of 2028 for the first lien and 2029 for the second lien. The revolver matures in 2026. ISSUER PROFILE RSA Security was a carve-out from Dell Technologies that operates with four distinct products: SecurID and NetWitness in the Cybersecurity category, and Fraud & Risk Intelligence (OutSeer) in Risk Management category. ESG CONSIDERATIONS RedStone Buyer, LLC has an ESG Relevance Score of '4' for Management Strategy due to operational challenges since separation from Dell, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. RedStone Buyer, LLC has an ESG Relevance Score of '4' for Financial Transparency due to history of inability to provide timely updates, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. REEVES FARM: Files Amendment to Disclosure Statement ---------------------------------------------------- Reeves Farm Landco, LLC, submitted an Amended Disclosure Statement for Plan of Liquidation dated July 24, 2023. The Debtor owns two parcels of land located at 1039 and 1040 Carthage Street in Sanford, North Carolina, which is comprised of 48.94 acres of vacant land (the "Property"). The Property is comprised of approximately 100 residential lots (the "Lots"). The Debtor will develop and sell the Lots to one or more Buyers as part of its chapter 11 plan of liquidation. Three other affiliates of the Debtor have successfully reorganized or filed structured dismissals in this District: Thomasboro Landco, LLC, Criteria Equipment, LLC, and Galvin's Ridge, LLC. Thomasboro filed a plan that is strikingly similar to this amended Plan. There, Thomasboro confirmed a plan that also provided for the development of lots and ultimate sale to home builders. The same entities that will be performing the development work under this Plan provided the development work in the Thomasboro case. Since the Petition Date, the Debtor has received interest in the Reeves Farm Property from parties under a variety of potential deal structures. At present, the Debtor believes the highest and best use of the Reeves Farm Property—and the best return for the estate—involves the Debtor's undertaking further development of the Reeves Farm Property and pursuing transactions with Buyers. Pending the Settoon Closing Date, Marion Uter will fund the payments of principal and interest to Settoon through an unsecured loan that will be subordinated to the payment of all other Allowed Claims. Like in the prior iteration of the Plan, Holders of Class 3 Allowed Unsecured Claims shall receive payment after payment to Settoon and Wren Group in full, from the proceeds of the Sale. The Plan provides for the payment of Allowed Claims from the proceeds the Reorganized Debtor will receive from the Sale of the Lots or disposition of the Property. The payments to Settoon of principal and interest pending the Settoon Closing Date will be paid from a loan by Marion Uter or an affiliate. Such loan will be interest free and will be subordinated to payment of any other Creditors. In addition, all Allowed Administrative Expense Claims and Priority Claims will be funded through the loan from Marion Uter. The Plan provides for the development of the approximately 100 Lots and then ultimate sale to the Buyers, who will be builders that will build homes on the Lots. The development will be performed by the Debtor's affiliates who are in the construction business and have years of experience in the development of Lots such as the ones in this case. The Debtor is confident that within a year from the Effective Date there will be net sale proceeds from the sale of approximately fifty of the Lots that will be sufficient to pay off the Allowed Secured Claim of Settoon and to make at least a partial payment towards the Allowed Secured Claim of Wren. The Allowed Secured Claim of Wren will be paid in full from the sale of the remaining fifty Lots. In order to help effectuate the sales process, the Debtor intends to hire Fonville Morisey & Barefoot, Inc. to help assemble a team of Buyers to purchase the Lots once they are developed. The Debtor's affiliates have successfully utilized the services of Fonville on other projects on which the Debtor's affiliates have developed Lots for ultimate resale to Buyers assembled by Fonville. A full-text copy of the Amended Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=8TJKkq from PacerMonitor.com at no charge. Counsel for Debtor: Edward J. Peterson, Esq. Johnson Pope Bokor Ruppel & Burns, LLP 401 E. Jackson Street, Ste. 3100 Tampa, FL 33602 Telephone: (813) 225-2500 Email: epeterson@jpfirm.com About Reeves Farm Landco Reeves Farm Landco, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is based in Spanish Fort, Ala. Reeves Farm Landco filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 23-10844) on April 14, 2023. In the petition filed by Julius Marion Uter, manager, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Jerry C. Oldshue oversees the case. Edward J. Peterson, Esq., at Johnson Pope Bokor Ruppel & Burns, LLP, serves as the Debtor's counsel. RELIABLE CASTINGS: Files Emergency to Use Cash Collateral --------------------------------------------------------- Reliable Castings Corporation asks the U.S. Southern District of Ohio, Western Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund its necessary business expenses and to fund the costs associated with the administration of the Case. Spectrum Commercial Services Company asserts a lien on the Debtor's cash collateral. The Debtor owes Senior Secured Lender a total of approximately $3.2 million. The Debtor executed and delivered General Credit and Security Agreement to the Senior Secured Lender, dated as of August 19, 2020. The Loan Agreement provides for an asset-based loan to the Debtor of up to $6 million in principal, but capped by a formula that adjusts over the life of the loan. The Loan Agreement provided for a two-year loan, which automatically extended by another two years - so that the current maturity is in August 2024. The Debtor executed a Lockbox Agreement in conjunction with the Loan Agreement. This agreement requires the Debtor to have all payments on accounts receivable sent to a post office box or an account controlled by the Senior Secured Creditor. The Lockbox Agreement also grants a lien and security interest to the Senior Secured Lender in all checks, funds, and other items received by them. The liens granted in the Loan Agreement and the Lockbox Agreement were perfected pursuant to the filing of UCC Financing Statement filed as OH00243338705, filed with the Ohio Secretary of State on July 7, 2020. The total value ascribed to the major assets of the Debtor that are subject to the lien of the Senior Secured Lender is $8.189 million. As adequate protection, the Senior Secured Lender will be granted valid, binding, enforceable and perfected first priority liens and security interests, superior to the liens and security interests or other interests or rights of all other creditors of the Debtor's estate on property owned or leased by the Debtor. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=aAuwJo from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $242,000 for the week ending July 30, 2023; $325,000 for the week ending August 6, 2023; $350,000 for the week ending August 13, 2023; and $290,000 for the week ending August 20, 2023. About Reliable Castings Corporation Reliable Castings Corporation is a supplier of quality aluminum castings, specializing in aluminum, sand, and permanent mold castings, prototype castings, mold finishing and repair, and tooling design and fabrication. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July 25, 2023. In the petition signed by Robert J. Kuhn, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Guy R. Humphrey oversees the case. Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A., represents the Debtor as legal counsel. REVOLVE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Revolve Construction, Inc. 11919 West I-70 Frontage Road North Wheat Ridge, CO 80033 Business Description: The Debtor is part of the residential building construction industry. Its services include: 3D rendering, architectural design, architectural drawings, custom home, energy-efficient homes, green building, log home construction, new home construction, project management, sustainable design, design- build. Chapter 11 Petition Date: July 28, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-13369 Judge: Hon. Michael E Romero Debtor's Counsel: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: 303-832-2400 Email: klr@kutnerlaw.com Total Assets: $475,249 Total Liabilities: $2,482,339 The petition was signed by Jared Phifer as owner/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/3IURF2Q/Revolve_Construction_Inc__cobke-23-13369__0001.0.pdf?mcid=tGE4TAMA RICE ENTERPRISES: Exclusivity Period Extended to September 11 ------------------------------------------------------------- Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended Rice Enterprises, LLC's time to file a Chapter 11 - Subchapter V Plan of Reorganization to September 11, 2023. About Rice Enterprises Rice Enterprises, LLC operates in the restaurants industry. Rice Enterprises, LLC, filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 2:23-bk-20556) on March 15, 2023. In the petition signed by Michele Rice, sole member, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Kirk B. Burkley, Esq., at Bernstein-Burkley, PC, represents the Debtor as legal counsel. ROCKHAVEN FINANCIAL: James LaMontagne Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 1 appointed James LaMontagne, Esq., at Sheehan Phinney Bass & Green, PA as Subchapter V trustee for Rockhaven Financial, LLC. Mr. LaMontagne will be paid an hourly fee of $410 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. LaMontagne declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: James S. LaMontagne, Esq. Sheehan Phinney Bass & Green, PA 1000 Elm Street, PO Box 3701 Manchester, NH 03105-3701 Phone: (603) 627-8102 Email: jlamontagne@sheehan.com About Rockhaven Financial Rockhaven Financial, LLC filed Chapter 11 petition (Bankr. D.N.H. Case No. 23-10372) on July 13, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Bruce A. Harwood oversees the case. Peter N. Tamposi, Esq., at The Tamposi Law Group serves as the Debtor's bankruptcy counsel. SAIBABA HOTELS: Continued Operations to Fund Plan ------------------------------------------------- Saibaba Hotels, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Texas a Plan of Reorganization dated July 24, 2023. The Debtor operates a Motel doing business as America's Best Value Inn located in Gun Barrel City, Texas. The Debtor is currently in litigation with Coture Hotel Corporation, which litigation is currently pending in the District Court, Dallas County, Texas, 69th Judicial District and is styled as Coture Hotel Corporation vs. Saibaba Hotels, LLC, et al, Cause No. 19-0550 (the "Lawsuit"). The District Court, on June 10, 2019, entered an Order Granting Plaintiff's Motion for Summary Judgment in the Lawsuit as to liability for breach of contract leaving open the issue of damages to be litigated at a later date. The issue of damages was set for a bench trial on April 25, 2023, at 9:00 a.m. and this bankruptcy case was filed on April 24, 2023, to address the potential liability stemming from that Lawsuit. The Plan provides for a restructuring of the Debtor's financial obligations through continued business operations. The Plan provides for a distribution to Creditors in accordance with the terms of the Plan from the Debtor over the course of 5 years from the Debtor's continued business operations. Class 3A consists of Non-priority unsecured Claims excluding Couture. Class 3A consists of Allowed Claims against Debtor (including Claims arising from the rejection of executory contracts and/or unexpired leases) other than: (i) Administrative Claims; (ii) Priority Tax Claims; (iii) Claims included within any other Class designated in this Plan; or (iv) claims of Couture. Class 3 shall be deemed to include those Creditor(s) holding an alleged Secured Claim against Debtor, for which: (y) no collateral exists to secure the alleged Secured Claim; and/or (z) liens, security interests, or other encumbrances that are senior in priority to the alleged Secured Claim exceed the fair market value of the collateral securing such alleged Secured Claims as of the Petition Date. Each holder of an Allowed Unsecured Claim in Class 3 shall be paid by Reorganized Debtor in full no later than 30 days following the Effective Date. Debtor estimates the aggregate of all Allowed Class 3A Claims is less than $5,000 based upon Debtor's review of the Court's claim register, Debtor’s bankruptcy schedules, and anticipated Claim objections. Class 3B consists of the Unsecured Claim of Couture. The amount of the Allowed Class 3B Claim shall not exceed the sum of $1,280,000. Simple interest shall accrue on the unpaid balance owed to the Allowed Unsecured Class 3B Claim holder at the Plan Rate commencing after the Couture Claim Resolution Date. The Allowed Class 3B Claim, plus interest thereon, shall be paid by Reorganized Debtor in consecutive and equal monthly installments of a sum sufficient to amortize the Allowed Class 3B Claim over a period of 60 months from and after the Couture Claim Resolution Date commencing the 1st day of the first full calendar month following the Couture Claim Resolution Date, and continuing on the same day each month thereafter until the Allowed Class 3B Claim is paid in full. Class 4 consists of the holders of Allowed Interests in the Debtor. The holder of an Allowed Class 4 Interest shall retain their interests in the Reorganized Debtor. From and after the Effective Date, in accordance with the terms of this Plan and the Confirmation Order, the Reorganized Debtor shall perform all obligations under all executory contracts and unexpired leases assumed in accordance with Article 6 of this Plan. A full-text copy of the Plan of Reorganization dated July 24, 2023 is available at https://urlcurt.com/u?l=btcQP8 from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert T. DeMarco, Esq. DeMarco Mitchell, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com mike@demarcomitchell.com About Saibaba Hotels Saibaba Hotels, LLC, operates in the traveler accommodation industry. The company is based in Frisco, Texas. Saibaba Hotels filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Texas Case No. 23-40703) on April 24, 2023, with as much as $1 million to $10 million in both assets and liabilities. Anuradha Puligundia, managing member of Saibaba Hotels, signed the petition. Judge Brenda T. Rhoades oversees the case. DeMarco Mitchell, PLLC, serves as the Debtor's legal counsel. SAM'S PLACE: Court OKs Cash Collateral Access Thru Oct 27 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized Sam's Place Lottery & Tobacco, Inc. to use cash collateral on an interim basis until the earlier of October 27, 2023, or the Effective Date of a confirmed Plan of Reorganization. The Court said the Small Business Administration, Newtek Small Business Finance, LLC, BayFirst National Bank and Liberty Capital Management are granted replacement liens in the Debtor's post-Petition cash collateral consisting of inventory and cash, as appropriate, and, only to the extent that each such Lender has a pre-Petition lien in cash collateral. All liens granted to the Lenders will be in such priority as exists pre-Petition. Further the Lenders, as appropriate, will have administrative claims to the extent that the post-Petition Collateral proves insufficient to replace the diminution in cash collateral, with such administrative claims, having priority over all administrative claims, except those of fees owed to professionals in the case, the Subchapter V Trustee and to the Office of the U.S. Trustee, if any. A final hearing on the matter is set for October 24 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=ClIRpU from PacerMonitor.com. About Sam's Place Lottery & Tobacco, Inc. Sam's Place Lottery & Tobacco, Inc. is engaged in the operation of retail tobacco, lottery and convenience stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00874) on April 20, 2023. In the petition signed by Michael A. Somers, its president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff and Warshawsky PC, represents the Debtor as legal counsel. SATURNO DESIGN: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Oregon authorized Saturno Design, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of cash collateral to continue ongoing operations in the ordinary course of business and avoid disruption of the operations. T Bank, National Association and the U.S. Small Business Association may claim an interest in the Debtor's cash collateral. The amounts due under the T Bank Loan and the SBA Loan are secured by, among other things, the Debtor's equipment, inventory, accounts, instruments, chattel paper, general intangibles, documents, and deposit accounts and related replacements, accessions, proceeds, and products, which includes, among other things, any form of collateral proceeds which have been reduced to cash. The Debtor is authorized to use cash collateral to pay the following costs, fees, and expenses: (a) any other costs, fees, and expenses imposed by the Court (or by law) in connection with the chapter 11 case; and (b) contributions to the Professional Fund to the extent authorized under the Budget. The Budget will provide for Debtor to fund the Professional Fund in the amount of $5,000 per month for FG, by no later than the seventh calendar day of every month, starting with August 2023, provided that no such payments will be made while the prior Interim Order is in effect. The Court held that the Lenders are granted Adequate Protection Liens, which will have the same extent, priority, validity, and status as Lenders' respective prepetition liens, and which are binding and perfected automatically upon the entry of the Interim Order. The Debtor is directed to make payment of $7,500.00 monthly payment to T Bank as adequate protection in exchange for the Debtor's use of cash collateral pursuant to the Order, by no later than the seventh calendar day of every month, starting with August 7, 2023, or the next business day if such calendar day occurs on a weekend or a holiday, for as long as the Order remains in effect. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=f9XtLh from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $26,933 for the week starting July 24, 2023; $4,165 for the week starting July 31, 2023; $38,427 for the week starting August 7, 2023; $2,685 for the week starting August 14, 2023; and $26,970 for the week starting August 21, 2023. About Saturno Design, LLC Saturno Design, LLC owns and operates a business that provides website development and software solutions to the legal industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-31455) on July 3, 2023. In the petition signed by Rodolfo Bozas, managing partner, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge David W. Hercher oversees the case. Tara J. Schleicher, Esq., at Foster Garvey P.C., represents the Debtor as legal counsel. SEAWORLD PARKS: Moody's Hikes CFR to 'Ba3', Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded SeaWorld Parks & Entertainment, Inc.'s corporate family rating to Ba3 from B1, and the company's probability of default rating to Ba3-PD from B1-PD. In addition, the company's senior secured first lien notes and credit facility (including a revolver and term loan B) were upgraded to Ba2 from Ba3, and the company's senior unsecured notes were upgraded to B2 from B3. The speculative grade liquidity rating is unchanged at SGL-1. The outlook is stable. The upgrade of the CFR and stable outlook reflect SeaWorld's continued improving operating performance, including solid ongoing consumer demand, pricing initiatives, growth investments and effective expense management which has led to a reduction in leverage to 3.3x (including Moody's adjustments) as of Q1 2023. High inflation rates and slower economic growth will continue to be a headwind for operating performance in the near term, but further investments over time are expected to support additional growth over the medium-term. Governance is a key consideration for the ratings upgrade. Debt increased during the pandemic, but has been brought back to pre-pandemic levels and Moody's believes that the company and its minority private investment firm owner are committed to sustaining leverage in the low 3x range or lower. Upgrades: Issuer: SeaWorld Parks & Entertainment, Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Secured Bank Credit Facility, Upgraded to Ba2 from Ba3 Senior Secured First Lien Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Senior Unsecured Regular Bond/Debenture, Upgraded to B2 from B3 Outlook Actions: Issuer: SeaWorld Parks & Entertainment, Inc. Outlook, Remains Stable RATINGS RATIONALE The Ba3 CFR reflects improved credit metrics due to the strong improvement in operating performance with EBITDA well above pre-pandemic levels, and substantial FCF generation. Despite inflation headwinds, and slower economic growth in the near term, Moody's expects SeaWorld will benefit from investments focused on ROI driving attendance and per capita spending growth. Strong expense management and additional pricing strategies are also favorably impacting performance. Moody's anticipates that management will remain disciplined regarding capital spending and believe they will seek to license and partner where there is lower risk and ROI is high. SeaWorld has concentrated exposure to five different states in the US. Florida is the company's largest market with five parks, along with Texas, California, Virginia, and Pennsylvania. The company also benefits from its portfolio of park brands in key markets including SeaWorld, Busch Gardens, and Sesame Place as well as separately branded parks (including water parks) that generate meaningful annual attendance. Significant expenditures on new rides and attractions prior to the pandemic and additional spending going forward will also support performance through for the medium-term future. There are significant barriers to entry, given the significant real estate footprint and infrastructure. SeaWorld's parks in Orlando compete with much larger better capitalized companies that have significant destination parks there (The Walt Disney Company A2, and Comcast Corporation A3). However, the company also draws regional visitors in Florida as well, as they do in all of the company's other markets. Guest traffic from international markets represent a relatively small portion of overall attendance. SeaWorld competes for discretionary consumer spending from an increasingly wide variety of other leisure and entertainment activities. Theme parks are primarily exposed to cyclical discretionary consumer spending. The parks are highly seasonal and typically very sensitive to weather conditions, terrorism, public health issues as well as other disruptions outside of the company's control. SeaWorld is a publicly traded company listed on the NYSE, but private investment firm, Hill Path Capital LP, maintains a significant ownership position with the founder of Hill Path serving as Chairman of the Board. SeaWorld's SGL-1 rating reflects $55 million of cash on the balance sheet as of Q1 2023 and an undrawn $390 million revolver due August 2026. Moody's expects SeaWorld will maintain FCF as a percentage of debt in the mid to high teens in 2023 and 2024, although a portion may be used on additional share repurchases ($604 million LTM Q1 2023). We anticipate that SeaWorld will spend in excess of $200 million in capex in 2023 and 2024 which is slightly higher than pre-pandemic levels ($195 million of capex in 2019). The expenditures will be used on new technology, infrastructure, rides and attractions. The large number of new rides and attractions from capex prior to the pandemic as well as new attractions going forward will continue to support a recovery in attendance through 2023. The parks are divisible and could be sold individually, but all of the company's assets are pledged to the credit facility and asset sales trigger 100% mandatory repayment if proceeds are not reinvested within 12 months. The term loan is covenant light, but the revolver is subject to a springing maximum net first lien secured leverage covenant ratio of 6.25x when greater than 35% is drawn. The senior secured notes and secured credit facilities (revolver and Term Loan B) were upgraded to Ba2, one notch above the CFR, which is impacted by the relatively high percentage of secured debt in the capital structure. The stable outlook reflects Moody's expectations that results will continue to improve going forward driven by attendance growth, effective pricing and cost management which will be balanced with a moderate amount of excess cash flow being used for share repurchases. We anticipate leverage remaining in the low 3x range, but we currently do not expect improving profits to accrue to material debt or leverage reduction. SeaWorld will continue to generate strong operating cash flow which will fund high levels of capex spend on new rides and attractions, including the potential development of hotels and additional parks, some through licensing. These investments will help support rising guest attendance levels and an increase in average revenue per guest. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of SeaWorld's ratings could occur if Moody's expects leverage to be sustained at 2.75x or less (Moody's adjusted) with a strong commitment from management to maintain such leverage, as well as a less concentrated ownership profile for the company. A strong liquidity position would also be required with FCF as a percentage of debt in the mid to high teens. SeaWorld's ratings could be downgraded if Moody's expects leverage to be sustained above 3.75x as a result of non-cyclical operational challenges, a more aggressive financial policy posture including debt funded acquisitions or leveraging equity friendly transactions. A weakened liquidity position could also lead to ratings pressure. SeaWorld Entertainment, Inc., through its wholly-owned subsidiary, SeaWorld Parks & Entertainment, Inc. (SeaWorld), own and operate twelve theme park and water parks located in the US. Properties include SeaWorld and Aquatica (Orlando, San Diego and San Antonio), Busch Gardens (Tampa and Williamsburg), Discovery Cove (Orlando) and Sesame Place (Langhorne, PA and San Diego, CA). The Blackstone Group Inc. (Blackstone) acquired SeaWorld in 2009 in a leverage buyout for $2.4 billion (including fees). SeaWorld completed an initial public offering in 2013 and Blackstone exited its ownership position in 2017. SeaWorld's revenue was approximately $1.8 billion as of LTM Q1 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SHUTTERFLY LLC: Moody's Withdraws Caa3 Rating on First Lien Loan ---------------------------------------------------------------- Moody's Investors Service has withdrawn the Caa3 ratings on Shutterfly, LLC's legacy senior secured first-lien term loan ($6 million outstanding) and senior secured first-lien notes ($3 million outstanding), which remain outstanding from the old capital structure that were not converted following completion of the company's June 21st distressed debt exchange. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Withdrawals: Issuer: Shutterfly, LLC $6.3 Million outstanding (originally $1,105 Million) Backed Senior Secured First-Lien Term Loan B due 2026, Withdrawn, previously rated Caa3 $2.8 Million outstanding (originally $785 Million) 8.5% Senior Secured First-Lien Notes due 2026, Withdrawn, previously rated Caa3 Headquartered in San Jose, CA, Shutterfly, LLC is a leading online manufacturer and retailer of personalized consumer photo products and services (62% of fiscal 2022 revenue) through premium brands such as Shutterfly (photo books, personalized holiday cards, announcements, invitations, stationery and home décor products); and Tiny Prints Boutique (online cards and stationery boutique offering stylish announcements, invitations and personal stationery). The Lifetouch unit (28%) is a leading provider of school photography in the US serving over 51,000 schools, while the SBS business unit (10%) provides customized direct marketing and variable print-on-demand solutions to enterprise customers. Apollo Global Management, Inc. purchased Shutterfly in September 2019 and combined it with Snapfish, LLC (acquired in January 2020), for a total purchase price of $3 billion (including balance sheet cash and transaction fees and expenses). GAAP revenue totaled approximately $2.2 billion for the twelve months ended 31 March 2023. SINCLAIR TELEVISION: $750M Bank Debt Trades at 26% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 73.9 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on April 21, 2029. About $742.1 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. STRUDEL HOLDINGS: Case Summary & 17 Unsecured Creditors ------------------------------------------------------- Lead Debtor: Strudel Holdings LLC 1201 Louisiana Street, Suite 3100 Houston, TX 77002 Business Description: The Debtors are engaged in activities related to real estate. Chapter 11 Petition Date: July 27, 2023 Court: United States Bankruptcy Court Southern District of Texas Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Strudel Holdings LLC 23-90757 1201 Louisiana Street, Suite 3100 Houston, TX 77002 AVR AH LLC 23-90758 514 E. Hyman Avenue Aspen, CO 81611 Judge: Hon. Christopher M. Lopez Debtors' Counsel: Joshua W. Wolfshohl, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, TX 77002 Tel: 713-226-6000 Email: jwolfshohl@porterhedges.com Strudel Holdings LLC's Estimated Assets: $10 million to $50 million Strudel Holdings LLC's Estimated Liabilities: $100 million to $500 million AVR AH's Estimated Assets: $100 million to $500 million AVR AH's Estimated Liabilities: $100 million to $500 million The petitions were signed by Douglas Brickley as chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OLT6WNI/Strudel_Holdings_LLC__txsbke-23-90757__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/RTR4GSQ/AVR_AH_LLC__txsbke-23-90758__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 17 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Ajax Holdings LLC Intercompany Loan $10,412,826 514 E. Hyman Ave. Aspen CO 81611 Will Herndon- Manager, Phone: 970-925-2619; Email: will.herndon@ajax-holdings.com; 2. TKCL Loan Intercompany Loan $6,566,151 3. Aspen Valley Ranch Vendor/HOA Dues $768,454 HOA Inc., P.O. Box 421, Woody Creek CO 81656 Simon Chen VP, Phone: 970.376.3403; Email: simon@avrresidences.com; P.O. Box 421, Woody Creek CO 81656 4. Pitkin County Treasurer - Property Tax $76,462 530 E. Main St Aspen CO 81611 Phone: 970-920-5170; Email: treasruer@pitkincounty.com; 530 E. Main St, Ste. 201, Aspen CO 81611 5. CPS Distributors, Inc - Vendor $26,192 Heritage Landscape Supply Grp. P.O. Box 841382 Dallas TX 75284 Corp Info Phone: 303-394-6040, Email: credit@heritageLSG.com; Heritage Landscape Supply Grp 6. Aspen Valley Downs HOA Dues $21,000 HOA - Woody Creek Co Laura Barbieur, Reese Henry CPA, Phone: 970-429-2502; Email: lbarbieur@reesehenry.com; P.O. Box 145 Woody Creek CO 81656 7. Glenwood Veterinary Vendor $3,068 Clinic-2514 Grand Av. Glenwood Spgs, CO 81601 Alejandro-Admin; Phone: 970-945-5401; Email: gvc@glenwoodvet.com; 8. American Express Credit Card $6,071 9. Holy Cross - Glenwood Utilities $2,171 Spgs CO Phone: 970-945-5491; 3799 Highway 82, P.O. Box 2150, Glenwood Spgs CO 81602-2150 10. Mountain West Insurance Insurance $1,578 - Glenwood Springs CO Jess Westley,Agent; Phone: (970) 384-8210; Email: jessw@mtnwst.com; 201 Centenial St. 4th Floor, Glenwood Spgs CO 81601 11. Crystal River Spas - Vendor $1,544 1197 Main St. Carbondale CO 81623 Phone: 970-963-2100; Email: sales@crystalriverspas.com; 1197 Main St. Carbondale CO 81623 12. L.T. Clear Solutions LLC Vendor $1,180 - Carbondale CO Keila Olave, bookkeeper; Email: ltclearsolutions@gmail.com, P.O.Box 1985, Carbondale CO 81623 13. Black Hills Energy - Utilities $1,051 Rapid City SD Corporate - Phone: 888-890-5554; Email: help@support.blackhillsenergy.com; P.O. Box 6001 Rapid City SD 14. Apex Security - 410 SW Utilities $1,033 Columbia St., Ste 120, Bend OR 97702 Billing Dept Phone: 855-489-2638 Email: contact@vyanet.com, 410 SW Columbia St., Ste.120, Bend OR 97702 15. Comcast Xfinity - 9602 S. Utilities $708 300 W. Ste B, Sandy UT 84070-3302 Phone: 800-934-6489 9602 S. 300 W. Ste. B, Sandy UT 84070-3302 16. Coldwell Banker Mason Vendor $382 Morse - 0290 Highway 133, Carbondale CO 81623 Wendy Bontempo Phone: 970-704-3210; Email: wendyb@masonmorse.com; 0290 Highway 133, Carbondale CO 81623 17. Aspen Waterwise Ltd-50 Vendor $235 N. 4th St. Carbondale CO 81623 Kellen Whitworth, owner; bookkeeper: Email: sarah@aspenwaterwise.co m50 N. 4th St. Carbondale CO 81623 SUPPLY CHAIN WAREHOUSES: Court OKs Cash Access on Final Basis ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia authorized Supply Chain Warehouses Savannah LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is permitted to use proceeds in the sum of approximately $602,824 for the purpose of operating the Warehouse Business. Starting July 10, 2023, the Debtor must make deposits in the amount of $2,500 per month, continuing on the first of each month until a Plan is confirmed, to the escrow account of the Debtor's counsel to be reserved as a retainer for the payment of the Subchapter V Trustee's fees and expenses to be paid out upon approval by the Court. Fox Capital Group, Inc. and Biz Fund, Inc. are each granted a replacement lien upon the Debtor's postpetition assets and proceeds thereof to the same extent, validity, and priority as each lender's prepetition lien(s). The Replacement liens will not attach to causes of action under Chapter 5 of the Bankruptcy Code or to assets acquired after confirmation of a plan of reorganization. Biz Fund, LLC will have a secured claim of $440,712 to be paid with zero percent interest and will be paid monthly in 60 monthly installments of $7,345 per month beginning on August 1,2023 and continuing the same date of each month thereafter until paid in full and such terms will be included in any filed Plan of arrangement of the Debtor. A final hearing on the matter was set on July 24. A copy of the court's order is available at https://urlcurt.com/u?l=Rct8xl from PacerMonitor.com. About Supply Chain Warehouses Savannah, LLC Supply Chain Warehouses Savannah, LLC operates warehousing and storage facility. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ga. Case No. 23-40540) on June 23, 2023. In the petition signed by Phillip Lowell Stover, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Edward J. Coleman III oversees the case. Jon Levis, Esq., at Levis Law Firm, LLC, represents the Debtor as legal counsel. TABULA RASA: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Tabula Rasa, Co. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor believes Dogwood State Bank assert an interest in the cash collateral by way of Security Agreement and UCC-1 financing statement numbers 20200155202M and 20200155207F filed on October 9, 2020, with the North Carolina Secretary of State. The potentially secured party has not yet consented to the Debtor's use of cash collateral. At the time of the petition, the Debtor had cash on hand of approximately $229 in its bank accounts, all of which was transferred to the Debtor's DIP account after filing and personal property (including inventory, equipment, furnishings, raw materials and finished goods) valued at approximately $239,122. As adequate protection, and to the extent that cash collateral is used, Dogwood will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. In addition, Debtor will make an adequate protection payment to Dogwood in the amount of $2,912, beginning August 1, 2023 and continuing monthly for as long as the Debtor's use of cash collateral is authorized. The next hearing on the matter is set for August 16, 2023 at 2 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=7uXCE5 from PacerMonitor.com. The Debtor projects $33,000 in gross revenue and $31,312 in total expenses for July/August 2023. About Tabula Rasa, Co. Tabula Rasa, Co. is a North Carolina corporation that has operated for the past four years as a licensed distillery in the Raleigh and Garner, North Carolina area. Tabula Rasa also operates a small bar at its facility on Rand Mill Road in Garner. Tabula Rasa sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01911) on July 10, 2023. In the petition signed by Paul Jacob Howland, president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge David M. Warren oversees the case. Danny Bradford 23011, Esq., at Paul D. Bradford, PLLC, represents the Debtor as legal counsel. TANNER CONSTRUCTION: Wins Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Florida, Gainesville Division, authorized Tanner Construction Group, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is permitted to use cash collateral on an interim basis to pay: (a) amounts expressly authorized by the Court, including payments to the subchapter V Trustee and (b) the current and necessary expenses set forth in the budget. The U.S. Small Business Administration, Pay Pal LoanBuilder and Libertas Funding, LLC have potential liens on the cash collateral. As adequate protection, the Secured Creditors are granted a postpetition lien on cash collateral which was in existence as of the bankruptcy filing date, and which arises after the filing, to the same extent and with the same validity and priority as any prepetition lien held by any such Secured Creditor. The validity, priority and extent of any such pre-petition liens will be subject to further Court review. The Debtor will maintain insurance coverage for its property in accordance with the obligations under any loan and security documents with any of the Secured Creditors. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=8hGE33 from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $182,775 for June 2023; $573,523 for July 2023; and $324,943 for August 2023. About Tanner Construction Group, LLC Tanner Construction Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-10112) on June 16, 2023. In the petition signed by Christopher M. Tanner, managing member, the Debtor disclosed $510,198 in assets and $1,859,277 in liabilities. Judge Karen K. Specie oversees the case. Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., represents the Debtor as legal counsel. THORCO INC: Business Income & Asset Sale Proceeds to Fund Plan -------------------------------------------------------------- Thorco, Inc. ("DIP") filed with the U.S. Bankruptcy Court for the District of Montana a Disclosure Statement describing Amended Chapter 11 Plan dated July 24, 2023. The Thomtons formed Thorco almost 30 years ago as a logging and land development company. Thorco regularly purchased large tracts of land was sufficient timber to harvest, which could lead to the development of land and produce income. Thorco also purchased very large timber sales, state and federal, along with an including other governmental contracts, to the extent that, Thorco was regularly bonded for more than $20 million. In the process, Thorco regularly borrowed money. Until Thorco's dealings with Whitefish Credit Union, Thorco had no problems paying its debts. The appraised value of the land before the loan commenced was $8,775,000. After two years of additional work on the project, WCU obtained an appraisal of the property from Lloyd Barrie, Barrie Appraisal and Consulting that appraised the property at $2,353,000.00. Based on the Barrie Appraisal, which Thorco later argued was appraisal fraud, WCU foreclosed on the first installment loan, declaring the entire amount due and payable, even thought Thorco had never missed a payment. WCU instituted foreclosure proceedings DV-12-174B. Thorco counterclaimed 60 million dollars. That was for breach of contract, negligence, and predatory lending among their causes of action. In that matter, the District Court granted a partial summary judgement of foreclosure. Thorco Inc. appealed to the Montana Supreme as it was an interlocutory order. The Plan is an operating plan. The Debtor will continue its business enterprise and it will liquidate certain property. All income to be received during the period of this Plan will come from the operation of its business or from the liquidation of assets. All payments to be made under this Plan will come from those sources. The Class VI Creditors hold general unsecured claims of $1,000.00 or more. The members of this class are Breckenridge Surveying & Mapping, Cogburn Enterprises LLC, Nicholas Ramlow and Ramlow Construction, Stand for Liberty, Dennis & Donna Thornton, Estate of Don Garberg, Evergreen International Inc., Jeff Cameron d.b.a. Smith Valley Shale & Excavating, John Sheldon, Valley Crest, Wells Fargo and Whitefish Credit Union. Except for Whitefish Credit Union as well as Dennis Thornton and Donna Thornton, these allowed claims will be paid in full through the harvesting of timber on the 80-acre tract of land at Boon Road, Somers Montana. The Debtor submits that there is approximately 650,000 in harvestable timber. The cost to harvest will be approximately $150,000.00. The net harvest proceeds of $500,000 will pay all unsecured creditors, other than Whitefish Credit Union, Dennis Thornton and Donna Thornton. The remaining Class VI claims total of $497,543.30. The timber harvest will take approximately 6 months after the confirmation of the Plan. The timber sales shall generate approximately 84,000 each month for six months which shall be distributed amongst this class of creditors until the creditors are paid in full. Whitefish Credit Union, Dennis Thornton, and Donna Thornton will be paid from the proceeds of the sale of the 200 acre and 300 acre tracts of land located on Boon Road, Somers Montana for $49,000,000.00 or the sale of the tax loss which should generate $19,600,000.00. The DIP estimates that the litigation cost to finally determine ownership of the real property will cost $10,000 which would be paid from net monthly earnings. The Debtor shall receive income from the operation of its business enterprise, Thorco Inc., and from the proceeds of the sale of certain assets; the profits from the operation of Thorco Inc., and the proceeds from the sale of certain assets will be the source of funds to pay the Allowed Claims in order of priority. The DIP will pay a total of $15,457,493.34 to all of its creditors over the five-year period of the Plan. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=o6mbQa from PacerMonitor.com at no charge. Attorney for Debtor: Michael Klinkhammer, Esq. Klinkhammer Law Offices P.O. Box 9137 Kalispell, MT 59901 Tel: 406-257-7277 Fax: 888-414-1015 About Thorco Inc. Thorco, Inc., is classified under heavy and civil engineering construction and has been in business for more than 10 years. It is located in Kalispell, Mont. Thorco filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 22-90119) on July 29, 2022, with as much as $50,000 in both assets and liabilities. Christy L. Brandon serves as Subchapter V trustee. Judge Joseph M. Meier oversees the case. The Debtor tapped Klinkhammer Law Offices as bankruptcy counsel; Kris A. McLean Law Firm, PLLC as special counsel; and Andrew Johnson CPA, PLLC as accountant. THRASIO LLC: $740M Bank Debt Trades at 19% Discount --------------------------------------------------- Participations in a syndicated loan under which Thrasio LLC is a borrower were trading in the secondary market around 81.5 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $740 million facility is a Term loan that is scheduled to mature on December 18, 2026. The amount is fully drawn and outstanding. Thrasio, LLC is an online retail company that sells pet odor eliminator and pet stain removal products. TOPBUILD CORP: S&P Affirms 'BB+' ICR on SPI Acquisition ------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' long-term issuer credit rating on TopBuild Corp., a Daytona Beach, Fla.-based installer and distributor of insulation and building material products. The outlook remains stable. At the same time, S&P affirmed its 'BB+' issue-level rating on its senior unsecured debt. The stable outlook reflects S&P's view that near-term construction demand will remain robust, supporting de-leveraging prospects. The SPI acquisition should bolster the company's scale and temper exposure to residential markets. SPI is one of the largest mechanical insulation installation distributors in the U.S. and will increase TopBuild's annual revenue scale by approximately $700 million. Its end-market focus is largely commercial/industrial, which will reduce TopBuild's revenue concentration to residential to 61% from 65%. Commercial and industrial insulation products tend to need more maintenance and repair activity than residential insulation, and are less sensitive to macro-factors affecting the residential markets. S&P said, "We view integration risk as low as this acquisition is very similar to the company's Distribution International acquisition it completed in 2021. We expect a material amount of the planned $35 million to $40 million of synergies to come from leveraging TopBuild's procurement and supply chain's scale to SPI's platform, as well as from operational improvements." S&P said, "Our improved outlook for new residential construction should bolster project backlog and supports our performance expectations. S&P Global Ratings has revised its view of projected 2023 housing starts upwards to 1.4 million from 1.2 million previously. Homebuilding companies are more optimistic on new build activity during the second half of 2023, which should provide backlog visibility for TopBuild to meet or exceed its current revenue guidance for the year. Despite significantly higher mortgage rates this year versus previous years, we believe the relative stability in rates over the last year (6%-7% range) and the use of mortgage rate buydowns are bringing back demand for new homes. Multifamily home demand has grown significantly over the last year as potential homebuyers are considering smaller living spaces such as condominiums and town-houses instead of purchasing single-family homes. "Improved levels of revenue and profitability have prompted us to take a more favorable view of TopBuild's business. TopBuild has been able to meaningfully grow its revenue and EBITDA margins over the past five years, both organically and through acquisitions. In 2022 the company's annual revenue exceeded $5 billion, growing 19% organically year-over-year. Since 2017 the company has achieved a compounded annual growth rate of 21%. While we expect organic growth to moderate going forward, we think that the company will be able to grow its market share mostly through tuck-in and larger scale acquisitions. "We also note that the company has been able to improve S&P Global Ratings-adjusted EBITDA margins to the high-teen percentage range from the low-teen percentage range five years ago. The company's margins have benefitted from its scale growth which comes with procurement savings benefits, management of fixed cost overhead, and management's focus to consistently focus on bottom-performing branches to bring them to corporate average levels. Because of the company's improving revenue and margins, we have removed the negative comparable ratings modifier in our ratings construction. "The stable outlook reflects our belief that TopBuild Corp., enjoying a leading market position, project backlog, and increasing diversity amongst its residential and commercial markets, will be able to sustain good revenue growth and effectively manage any increases in material and labor costs to generate profitability and cash flow generation at levels to deleverage below 2x over the coming quarters. "We could consider lowering our ratings if we expected the company's S&P Global Ratings-adjusted leverage to exceed 3x under pressures of a cyclical downturn or, in a normal operating environment, adjusted leverage to exceed 2.5x as this would leave limited cushion to withstand industry cyclicality." While unlikely over the near term, S&P could raise its rating if: -- S&P sees meaningful business improvement in TopBuild's diversity and scale to mitigate the cyclicality inherent in its residential construction end markets; and -- TopBuild maintains a conservative financial policy. Environmental, Social, And Governance ESG credit indicators: E-2, S-2, G-2 TRUGREEN LP: $275M Bank Debt Trades at 40% Discount --------------------------------------------------- Participations in a syndicated loan under which TruGreen LP is a borrower were trading in the secondary market around 60.3 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on November 2, 2028. The amount is fully drawn and outstanding. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. US RENAL: $1.60B Bank Debt Trades at 50% Discount ------------------------------------------------- Participations in a syndicated loan under which US Renal Care Inc is a borrower were trading in the secondary market around 50.5 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.60 billion facility is a Term loan that is scheduled to mature on July 26, 2026. About $1.54 billion of the loan is withdrawn and outstanding. U.S. Renal Care is a dialysis provider available for people living with chronic and acute renal disease. US RENAL: $225M Bank Debt Trades at 49% Discount ------------------------------------------------ Participations in a syndicated loan under which US Renal Care Inc is a borrower were trading in the secondary market around 51 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Term loan that is scheduled to mature on July 26, 2026. About $220.5 million of the loan is withdrawn and outstanding. U.S. Renal Care is a dialysis provider available for people living with chronic and acute renal disease. VECTRA CO: $140M Bank Debt Trades at 45% Discount ------------------------------------------------- Participations in a syndicated loan under which Vectra Co is a borrower were trading in the secondary market around 54.5 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The $140 million facility is a Term loan that is scheduled to mature on March 9, 2026. The amount is fully drawn and outstanding. Vectra Co. operates as a technology-driven diversified industrial company serving automotive systems, aerospace, industrial and renewable energy. WICKAPOGUE 1 LLC: Property Sale Proceeds to Fund Plan ----------------------------------------------------- Wickapogue 1, LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Chapter 11 Plan dated July 24, 2023. The Debtor's primary asset is improved real estate consisting of a 10,000 square foot residence located at 145 Wickapogue Road, Southampton, New York (the "Property"). The value of the Property, as estimated by the Debtor in its Chapter 11 Schedules, is $12,000,000.00. Prior to the Petition Date, the Debtor defaulted on a Loan in the amount of $5,750,000.00, consisting of a building loan of up to the amount of $2,500,000.00 and a loan for the purchase of land in the amount of $3,250,000.00 to allow the Debtor to acquire the underlying land and construct a property thereon for sale as a future residence (the "Loan"), which Loan was assigned to Blue Castle (Cayman) Ltd. (the "First Mortgagee"). At the duly-conducted Auction held on February 17, 2023, First Mortgagee placed a credit bid (the "Credit Bid") for 100% of the membership interests in Wickapogue 1 LLC and became the successful bidder. Promptly thereafter, First Mortgagee assigned all of its rights in its Credit Bid to its assignee, Wickapogue Beach LLC, which thereupon acquired all rights, title and interest in the Credit Bid and, on execution of a Transfer Statement and Instrument of Conveyance in UCC Sale, became the 100% holder of all membership interests in Wickapogue 1 LLC. The Debtor filed this Bankruptcy Case to facilitate a sale of the Property, free and clear of liens, judgments and encumbrances, under a plan of liquidation, pursuant to Sections 363 and 1123(a)(5) of the Bankruptcy Code (the "Sale") and to distribute "Net Property Sale Proceeds" to creditors in the order of priority of their respective Claims. Class 10 consists of General Unsecured Claims. Consisting of deficiency amounts which remain after the Sale of the Property, relating to lien Claims, which will vary depending on the Sale price under the Plan and the respective priorities of the lienholders. Payment of available Cash up to the Allowed Amount of Class 8 Claims, after payment of Administrative Expenses, Priority Tax Claims and Class 1 to 9 Claims, on the Distribution Date on a pro rata basis to each holder of such Claim in Class 10. This Class is impaired. All Equity Interests in the Debtor shall be extinguished on the Effective Date of the Plan. Funding for the Plan will be from Net Property Sale Proceeds and from the Protective Advance in the DIP Account. The sale of the Property, pursuant to Section 1123(a)(5) and 363 of the Bankruptcy Code shall be implemented, after entry of the Confirmation Order, pursuant to the Bidding and Auction Procedures and the Contract of Sale. The Auction, pursuant to the Bidding and Auction Procedures, and the Contract of Sale shall be available to all parties and parties-in-interest. On the Effective Date, the Property shall be sold to purchaser free and clear of all Liens, Claims, and encumbrances, and any such Liens, Claims, and encumbrances shall attach to the Net Property Sale Proceeds and be disbursed in accordance with the provisions of this Plan. For mortgage recording tax purposes, the First Mortgagee and the Second Mortgagee shall permit an assignment of their respective mortgages in connection with the sale of the Property under the Plan. Entry of a Bankruptcy Court order: (i) approving the sale; (ii) providing, inter alia, that the purchaser is a good faith purchaser; and (iii) providing that the sale of the Property shall be free and clear of all Liens, Claims, encumbrances and interests with any such Liens, Claims and encumbrances to attach to the sale proceeds, and to be disbursed under the Plan. Notwithstanding anything to the Contrary in the Plan, each Secured Creditor including the First Mortgagee and the Second Mortgagee retains the right to credit bid under the Plan to the extent of its Allowed Secured Claim, but in addition to its credit bid, to ensure Plan feasibility, any bid by a Secured Creditor must include a cash component to cover the costs of sale, senior Liens, Allowed Administrative Expenses, Priority Claims, and a $15,000 reserve fund for the costs of wrapping up the Bankruptcy case. A full-text copy of the Disclosure Statement dated July 24, 2023 is available at https://urlcurt.com/u?l=Slapq6 from PacerMonitor.com at no charge. Counsel to the Debtor: Jason Nagi, Esq. Offit Kurman, P.A. 590 Madison Avenue, 6th Floor New York, NY 10016 Tel: (929) 476-0041 Fax: (212) 545-1656 Email: Jason.Nagi@offitkurman.com About Wickapogue 1 Wickapogue 1, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023, with $10 million to $50 million in both assets and liabilities. David Goldwasser, chief restructuring officer of Wickapogue 1, signed the petition. Judge Robert E. Grossman oversees the case. Jason A. Nagi, Esq., at Offit Kurman, P.A. represents the Debtor as counsel. WILLIAMS INDUSTRIAL: DIP Loans from PNC, EICF Win Interim OK ------------------------------------------------------------ Williams Industrial Services Group Inc., sought and obtained interim approval from the U.S. Bankruptcy Court for the District of Delaware to enter into debtor-in-possession financial credit agreements, consisting of: (i) a Super-Priority Senior Secured Revolving Credit and Security Agreement pursuant to which, and subject to the terms and conditions therein, PNC Bank, National Association, in its capacity as administrative agent, and the financial institutions from time to time party thereto, as lenders -- including any financial institution that has issued letters of credit on behalf of any Debtor in connection with the DIP Revolving Credit Facility -- provided the Debtors with a secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of up to the lesser of (a) the Borrowing Base and (b) $12 million, less the amount of all Prepetition Revolving Credit Obligations, which, given the Court's approval, will be rolled into the DIP Revolving Credit Facility; and (ii) a Superpriority Senior Secured Term Loan, Guarantee and Security Agreement, pursuant to which, and subject to the terms and conditions therein, EICF Agent LLC, in its capacity as agent, and the lenders from time to time party thereto, provided the Debtors with a secured superpriority debtor-in-possession term loan facility in aggregate principal amount not to exceed $19.5 million. With the entry of the Interim DIP Order by the Court, the DIP Revolving Lenders provided the DIP Revolving Credit Facility in the principal amount described, and the DIP Term Loan Lenders provided a $19.5 million multi-draw term loan facility, consisting of $14 million of term loans available immediately upon entry of the Interim DIP Order and the balance of which will be available after entry of the final order by the Court, which has not been obtained at this time. Borrowings under the DIP Credit Facilities are senior secured obligations of the Debtors, secured by superpriority liens on the assets of the Debtors (subject to customary exceptions). Each of the DIP Credit Agreements contains various customary covenants, as well as covenants mandating compliance by the Debtors with a 13-week budget, variance testing and reporting requirements, among others. The proceeds of all or a portion of the DIP Credit Facilities may be used for, among other things, post-petition working capital for the Debtors, payment of costs to administer the Cases, payment of expenses and fees of the transactions contemplated by the Cases, payment of court-approved adequate protection obligations under the DIP Credit Agreements, and payment of other costs, in each case, subject to an approved budget and such other purposes permitted under each of the DIP Credit Agreements and the Interim DIP Order or any other Court order. Under the Term Loan Facility, the Debtors covenant with the Term Lenders, beginning with the testing period ending October 1, 2023, not to permit EBITDA for the 12-fiscal month period (or such shorter period set forth) ending on the last day of any date set forth to be less than: Testing Period Minimum EBITDA --------------- -------------- 9 months ended October 1, 2023 $6,495,000 10 months ended November 5, 2023 $7,270,000 11 months ended December 3, 2023 $7,622,000 12 months ended December 31, 2023 $7,882,000 The Debtors also covenant with the Term Lenders not to permit Liquidity as of the close of business on Wednesday of each week commencing the week of October 1, 2023, to be less than $4,000,000 and deliver to the Agent a Compliance Certificate executed by a Responsible Officer of the Borrower by the close of business on Friday of each week setting forth the calculations of Liquidity for such period. The DIP Facilities require the Debtors to meet these milestones: (a) Within one Business Day after the Petition Date, file a motion seeking among other things, approval of (A) bidding procedures for a post-petition 363 sale process of all of the Debtors' assets and (B) a sale of all or substantially all of Debtors' assets as a result of the sale process. (b)  On or prior to the third Business Day after the Petition Date, the Bankruptcy Court shall have entered the Interim Order in form and substance acceptable to counsel to the Agent. (c) Within one Business Day after the Bankruptcy Court has entered the Interim Order, the Closing Date shall have occurred. (d) On or prior to August 17, 2023 (or such later date as may be agreed by the Required Lenders), the Bankruptcy Court shall have approved the Bidding Procedures. (e) On or prior to August 17, 2023 (or such later date as may be agreed by the Required Lenders), the Bankruptcy Court shall have entered the Final Order in form and substance acceptable to counsel to the Agent. (f) On or prior to August 31, 2023 (or such later date as may be agreed by the Required Lenders), the bid deadline shall have occurred. (g) On or prior to September 2, 2023 (or such later date as may be agreed by the Required Lenders), a public auction of the assets of the Debtors shall be held at a time and place acceptable to the Required Lenders. (h) On or prior to September 3, 2023 (or such later date as may be agreed by the Required Lenders), the Debtors shall have filed a notice of winning bid(s) with respect to the sale of all or substantially all of the assets of Debtors with a purchaser acceptable to the Required Lenders. (i) On or prior to September 5, 2023 (or such later date as may be agreed by the Required Lenders), the Bankruptcy Court shall enter an order acceptable to the Required Lenders approving the sale of substantially all of the assets of the Debtors. (j) On or prior to September 17, 2023 (or such later date as may be agreed by the Required Lenders), the closing of the sale of substantially all of the assets of the Debtors shall have occurred. A copy of the DIP Revolving Credit Facility with PNC is available at https://tinyurl.com/54s85e64 A copy of the DIP Term Loan Credit Facility with EICF is available at https://tinyurl.com/msyt3yrr The Term Loan lenders consist of: * EICF AGENT LLC, as Agent for the Lenders Contact: Harry Giovani                   * ENERGY IMPACT CREDIT FUND I LP, as a Lender By: Energy Impact Credit Fund I GP LLC, its general partner Contact: Harry Giovani, Managing Partner * 34TH STREET FUNDING, LLC, as a Lender Contact: Gregg Bresner President & Chief Investment Officer * CROWDOUT CREDIT OPPORTUNITIES FUND LLC, as a Lender Contact: Alexander Schoenbaum About Williams Industrial Services Group Inc. Atlanta, Ga.-based Williams Industrial Services Group Inc., f/k/a Global Power Equipment Group, Inc. (OTCMKTS: WLMSQ) -- http://www.wisgrp.com/-- is a holding company that owns a portfolio of businesses which provide a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. Williams Industrial Services Group and several affiliated entities sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. As of March 31, 2023, WISG reported total consolidated assets of $114 million and $89.8 million in total liabilities. The Debtors have agreed to sell substantially all of the Company and its subsidiaries' assets to EnergySolutions for $60 million, subject to higher and better offers. The Debtors intend to consummate a deal by the end of September. The Debtors are advised by Thompson Hine LLP and Chipman Brown Cicero & Cole, LLP as their legal advisors, G2 Capital Advisors, LLC as financial advisor, and Greenhill & Co., LLC as investment banker. Epiq Bankruptcy serves as their claims and noticing agent. EnergySolutions is advised by Ropes & Gray LLP as its legal advisors. PNC Bank, the agent under the DIP Revolving Credit Facility, may be reached at: Ryan Begley PNC Bank, National Association 340 Madison Avenue, 11th Floor New York, NY 10173 Facsimile: (212) 303-0060 Email: ryan.begley@pnc.com PNC is represented by: Robert B. Stein, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, NY 10020 Facsimile: (917) 332-3750 Email: rstein@BlankRome.com The members of the Term Loan lending consortium led by EICF Agent, LLC, are represented by Chapman and Cutler LLP in New York. WILLIAMS INDUSTRIAL: July 31 Deadline Set for Panel Questionnaires ------------------------------------------------------------------ The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Williams Industrial Services Group, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/mscrfuyc and return by email it to Joseph Cudia -- Joseph.Cudia@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on July 31, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Williams Industrial Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. WILLIAMS INDUSTRIAL: Names Ed Gavin as CRO ------------------------------------------ Williams Industrial Services Group Inc. disclosed in a filing with the Securities and Exchange Commission that effective on July 27, 2023, the Company appointed Edward Gavin to serve as the Chief Restructuring Officer of the Company for such a term and in accordance with the terms and conditions of that certain engagement letter, dated as of July 20, 2023 by and among and the Company and Gavin/Solmonese LLC. Mr. Gavin's authority as CRO includes, in coordination with the Company's advisors and management, (i) overseeing the administration of the bankruptcy cases for the Company in Delaware, (ii) representing the Company in Court proceedings as to financial matters that may come before the Court, (iii) monitoring the debtor-in-possession budget and approving all payments, and (iv) managing creditor committees and negotiating as necessary. The appointment of a CRO by the Company was a condition of obtaining the DIP Credit Facilities. About Williams Industrial Services Group Inc. Atlanta, Ga.-based Williams Industrial Services Group Inc., f/k/a Global Power Equipment Group, Inc. (OTCMKTS: WLMSQ) -- http://www.wisgrp.com/-- is a holding company that owns a portfolio of businesses which provide a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. Williams Industrial Services Group and several affiliated entities sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. As of March 31, 2023, WISG reported total consolidated assets of $114 million and $89.8 million in total liabilities. The Debtors have agreed to sell substantially all of the Company and its subsidiaries' assets to EnergySolutions for $60 million, subject to higher and better offers. The Debtors intend to consummate a deal by the end of September. The Debtors are advised by Thompson Hine LLP and Chipman Brown Cicero & Cole, LLP as their legal advisors, G2 Capital Advisors, LLC as financial advisor, and Greenhill & Co., LLC as investment banker. Epiq Bankruptcy serves as their claims and noticing agent. EnergySolutions is advised by Ropes & Gray LLP as its legal advisors. PNC Bank, the agent under the DIP Revolving Credit Facility, is represented by Robert B. Stein, Esq., at Blank Rome LLP. The members of the Term Loan lending consortium led by EICF Agent, LLC, are represented by Chapman and Cutler LLP in New York. WILLIAMS INDUSTRIAL: Won't Appeal NYSE Delisting ------------------------------------------------ Williams Industrial Services Group Inc. disclosed in a filing with the Securities and Exchange Commission that on July 24, 2023, the Company received written notice from the staff of NYSE Regulation that, as a result of the bankruptcy cases and in accordance with Section 1003(c)(iii) of the NYSE American Company Guide, NYSE Regulation has determined to commence proceedings to delist the common stock of the Company, par value $0.01 per share, from the NYSE American LLC. The Company does not intend to appeal NYSE Regulation's determination. Trading of the Company's common stock on the NYSE American was suspended on July 24, 2023, and the delisting will be effective 10 days after the NYSE American files a Form 25 with the SEC. The Company's common stock is currently trading on the OTC Pink Market operated by the by OTC Markets Group Inc. under the symbol “WLMSQ.” The Company can provide no assurance that the Company's common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of the Company's common stock on this market, whether the trading volume of the Company's common stock will be sufficient to provide for an efficient trading market or whether quotes for the Company's common stock will continue on this market in the future. About Williams Industrial Services Group Inc. Atlanta, Ga.-based Williams Industrial Services Group Inc., f/k/a Global Power Equipment Group, Inc. (OTCMKTS: WLMSQ) -- http://www.wisgrp.com/-- is a holding company that owns a portfolio of businesses which provide a broad range of construction, maintenance, and support services to infrastructure customers in energy, power, and industrial end markets. Williams Industrial Services Group and several affiliated entities sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. As of March 31, 2023, WISG reported total consolidated assets of $114 million and $89.8 million in total liabilities. The Debtors have agreed to sell substantially all of the Company and its subsidiaries' assets to EnergySolutions for $60 million, subject to higher and better offers. The Debtors intend to consummate a deal by the end of September. The Debtors are advised by Thompson Hine LLP and Chipman Brown Cicero & Cole, LLP as their legal advisors, G2 Capital Advisors, LLC as financial advisor, and Greenhill & Co., LLC as investment banker. Epiq Bankruptcy serves as their claims and noticing agent. EnergySolutions is advised by Ropes & Gray LLP as its legal advisors. PNC Bank, the agent under the DIP Revolving Credit Facility, is represented by Robert B. Stein, Esq., at Blank Rome LLP. The members of the Term Loan lending consortium led by EICF Agent, LLC, are represented by Chapman and Cutler LLP in New York. WOOF HOLDINGS: Moody's Rates New $138.5MM Incremental Loan 'B3' --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Woof Holdings, Inc.'s ("Wellness Pet") $138.5 million incremental first lien term loan due December 2027. Concurrently, Moody's downgraded the rating on Wellness Pet's existing senior secured first lien term loan to B3 from B2. Moody's also affirmed the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and Caa2 senior secured second lien term loan rating. The outlook is stable. Proceeds from the incremental first lien term loan issued in July 2023 were used to repay outstanding revolver borrowings, increase balance sheet cash, and pay fees. This term loan is pari passu with the existing first lien term loan outstanding, but not fungible. The downgrade of the first lien term loan rating reflects the dilution of collateral position due to the meaningful increase in the size of the first lien debt together with the December 2022 upsize of the asset-based revolver to $150 million from $100 million. These actions collectively reduce expected first lien term loan recovery in event of a default. The roughly $872 million of combined first lien term loan debt has a subordinate lien on ABL priority collateral (cash, accounts receivable and inventory) and a priority lien on collateral relative to a $235 million second lien term loan. The transactions nevertheless provide liquidity benefits that improve financial flexibility to continue to execute the company's growth strategy. The cash balance increased to approximately $37 million (pro forma as of March 2023) and the revolver was completely repaid. The revolver balance had grown significantly to more than $100 million to fund the early 2022 purchase of a manufacturing facility in Decatur, Arkansas, and to fund free cash flow deficits that included capacity expansion and a sizable inventory increase over the last year. Moody's affirmed the B3 CFR because of the transaction's liquidity benefits, the company's good growth prospects, and due to an expectation that earnings improvement will reduce debt-to-EBITDA leverage to a mid 8x range by the end of 2023. Earnings improvement is being driven by pricing initiatives implemented during 2022, new business and distribution gains as the company takes advantage of expanding production capacity, and cost moderation including for freight. The affirmation also reflects Moody's view that these factors along with moderation in capital spending will lead to positive free cash flow over the next 12 months. Assignments: Issuer: Woof Holdings, Inc. Senior Secured 1st Lien Bank Credit Facility, Assigned B3 Affirmations: Issuer: Woof Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 Downgrades: Issuer: Woof Holdings, Inc. Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3 from B2 Outlook Actions: Issuer: Woof Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Wellness Pet's B3 CFR reflects its high financial leverage, with debt/EBITDA ratio of approximately 9x (incorporating Moody's standard adjustments and pro forma for the term loan add-on) as of the 12 months ending March 31, 2023, and a relatively small yet expanding scale with annual revenue of approximately $590 million. The company is a manufacturer of premium pet food products with a product focus on dog and cat food and treats, and high customer concentration. While pet food is essential, the company's products are somewhat vulnerable to cyclical consumer spending. Moody's foresees that ongoing high inflation and weak economic conditions will continue in 2023, likely pressuring consumer demand for the company's premium products due to inflationary pressures and potential consumer trade-downs to value food. The credit profile benefits by Wellness Pet's strong brand recognition in the relatively stable pet products industry, its growing market position, new product launches, and expanding product portfolio. The company has mixed channel diversification, with a presence in e-commerce, pet specialty, FDMC (food, drug, mass and club), and international markets. While pet ownership and pet population growth have increased significantly across U.S. households during the pandemic shutdowns, it is now slowing to about 1% annually according to Moody's forecasts. Although consumption of pet food and treats is expected to continue to grow over the next 12 months, consumer spending might be constrained. Pet owners are increasingly seeking healthy additions to their pets' diets, and despite potential trade-downs to value food, Moody's believes Wellness Pet is positioned to meet these changing consumer needs. The majority of the company's portfolio consists of consumable products that benefit from frequent recurring purchases. This, combined with expectations for improving earnings, provides the company with the financial flexibility to reduce debt and improve debt/EBITDA financial leverage to about 8.5x. However, free cash flow is weak with the company generating negative $40 million over the last twelve months driven by significant working capital and capital investments. Wellness Pet addressed increasing liquidity pressures with the incremental term loan that facilitated full repayment of the asset-based lending ("ABL") revolver borrowings and increased cash. This is partially offset by higher interest expense that will likely contribute to weak free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Wellness Pet will grow revenue and earnings while expanding its distribution footprint and product portfolio. Moody's also expects Wellness Pet to sustain good liquidity over the next 12-18 months. The rating outlook is supported by the company's high EBITDA margin and Moody's expectations of modest positive free cash flow of $5 to $10 million. The ratings could be upgraded if the company's market share position is sustained in key channels, liquidity remains good, debt/EBITDA is reduced and sustained under 6.5x, and the company generates consistent and comfortably positive free cash flow. The ratings could be downgraded if the company's revenue or earnings decline from factors such as volume pressure, higher costs, or supply chain disruptions. The ratings could also be downgraded if EBITA-to-interest is below 1x, liquidity weakens, such as negative free cash flows or financial policy becomes more aggressive. Woof Holdings, Inc. (founded in 1926 and headquartered in Tewksbury, Massachusetts; "Wellness Pet") is a manufacturer of premium pet food and treats, mainly in North America. The company owns a portfolio of brands specializing in nutrition and health for both dogs and cats. Notable brands include Wellness, its flagship brand of premium natural dry and wet pet food and treats products for dogs and cats, Whimzees treats focused on dental hygiene, Old Mother Hubbard, Good Dog, and newly launched Good Kitty. The Wellness brand has been established as the endorser brand over Whimzees and Old Mother Hubbard, Good Dog and Good Kitty brands. Wellness Pet is positioned within the premium natural category and is the largest independent pet food manufacturing company in North America. The company was formed as part of a leveraged buyout of The Wellness Pet Food Company ("WellPet") by Clearlake Capital in December 2020. Wellness Pet generated approximately $590 million in net revenue through the last twelve months (LTM) ending March 31, 2023. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. YC RIVERGOLD: Wins Continued Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the District of Alaska authorized YC Rivergold Hotel, LLC to continue using cash collateral on an interim basis in accordance with the Second Interim Order. A further hearing on the matter is set for September 19, 2023 at 1:30 p.m. As previously reported by the Troubled Company Reporter, public records reflect that (i) real property and UCC liens and security interests have been filed and recorded against the Debtor's real and personal property by Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage Pass Through Certificates, Series 2018-C14, as successor in interest to UBS AG, and (ii) a UCC security interest has been filed against the Debtor's personal property by the United States Small Business Administration. During the Interim Period, the Secured Lender is granted adequate protection for the Debtor's use of cash collateral as follows: -- The Secured Lender is granted post-petition, replacement liens in all of the Debtor's post-petition property and assets of the same kind, type, and nature as the prepetition collateral that are acquired after the Petition Date and in the same order and priority, and with the same validity, as the Secured Lender's prepetition liens and security interests. -- As the Debtor is providing adequate protection to the collateral interests of the Secured Lender for the continued imposition of the automatic stay, and if the value of the Secured Lender's collateral diminishes by the continued imposition of the automatic stay, then Secured Lender will have a claim pursuant to 11 U.S.C. section 507(b), subject to a carve out of Secured Lender's cash collateral solely for the payment of all then due and accrued United States Trustee Fees and court costs. -- Because the Debtor operates primarily as a hotel and has significant daily receipts and expenses, it is appropriate as a form of adequate protection for the Debtor to provide the Secured Lender with financial reports. A copy of the order is available at https://urlcurt.com/u?l=TI5Aht from PacerMonitor.com. About YC Rivergold Hotel LLC YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, represents the Debtor as legal counsel. Wells Fargo, as lender, is represented by LANE POWELL LLC, POLSINELLI PC, and Agentis PLLC. ZAYO GROUP: EUR750M Bank Debt Trades at 28% Discount ---------------------------------------------------- Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 71.8 cents-on-the-dollar during the week ended Friday, July 28, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR750 million facility is a Term loan that is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZIP MAILING: Wins Continued Cash Collateral Access Thru Aug 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, authorized Zip Mailing Services, Inc. to use cash collateral, on an interim basis, in accordance with the budget, though August 31, 2023. The Debtor requires the use of cash collateral to meet its ordinary and necessary expenses. Newco Capital Group, VI, LLC asserts a secured claim against the Debtor pursuant to a purchase agreement and a UCC-1 Financing Statement filed with the Maryland State Department of Assessments and Taxation. Newco Capital asserts an unpaid balance as of the Petition Date in the amount of approximately $169,328, exclusive of fees, costs and amounts that Newco Capital is owed pursuant to the Agreement. Breakout Capital, LLC asserts a secured claim against the Debtor pursuant to a loan and a UCC-1 Financing Statement filed with the Maryland State Department of Assessments and Taxation. Breakout asserts an unpaid balance as of the Petition Date in the amount of approximately $682,681, exclusive of fees, costs and amounts Breakout is owed pursuant to the Business Loan and Security dated February 27, 2023. Pursuant to the Breakout Agreement, Breakout asserts a security interest in and lien upon, inter alia, all of the Debtor's accounts, chattel paper, deposit accounts, personal property, goods, assets and fixtures and the proceeds thereof, as more fully described on the Breakout Agreement and Breakout UCC-1. EBF Holdings, LLC d/b/a Everest Business Funding also asserts a secured claim against the Debtor pursuant to a Revenue Based Financing Agreement dated March 1, 2023, and a UCC-1 Financing Statement filed with the State Department of Assessments and Taxation on April 25, 2023, in which Everest asserts a security interest in, among other things, certain accounts. On the Petition Date, Everest asserted a secured claim in the amount of $228,461. Eberle Communications Group, Inc. asserts a secured and/or constructive trust claim against the Debtor arising out of certain pre-petition payments made to the Debtor, which Eberle contends were to be held by the Debtor and earmarked solely for use in connection with assignments or projects performed on behalf of Eberle and/or its clients. On or before August 7, 2023, the Debtor will make adequate protection payments (i) to NewCo in the amount of $980 and (ii) to Breakout Capital in the amount of $600, without prejudice to their respective rights to seek different or other adequate protection in any subsequent cash collateral order. To the extent the cash collateral is used by the Debtor and the use results in a diminution of the value of the cash collateral, Newco is entitled a replacement lien in the Debtor's accounts receivable, and the proceeds of the foregoing, to the same extent and with the same priority as Newco's interest in the Pre-Petition Collateral. The liens and security interests granted are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A further hearing on the matter is set for August 24 at 2 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=gtLqbn from PacerMonitor.com. The Debtor projects $136,358 in total income and $106,295 in total expenses for the period from July 24 to August 31, 2023. About Zip Mailing Services, Inc. Zip Mailing Services, Inc. operates a commercial mailing service out of Landover, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023. In the petition signed by Darryl Jackson, Jr., its president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Maria Elena Chavez-Ruark oversees the case. Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., represents the Debtor as legal counsel. [^] BOND PRICING: For the Week from July 24 to 28, 2023 ------------------------------------------------------- Cmpany Ticker Coupon Bid Price Maturity ------ ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 39.000 1/15/2026 99 Escrow Issuer Inc NDN 7.500 39.047 1/15/2026 99 Escrow Issuer Inc NDN 7.500 39.047 1/15/2026 AMC Entertainment Holdings Inc AMC 5.750 58.617 6/15/2025 AMC Entertainment Holdings Inc AMC 6.125 38.327 5/15/2027 Acorda Therapeutics Inc ACOR 6.000 65.617 12/1/2024 Air Methods Corp AIRM 8.000 1.080 5/15/2025 Air Methods Corp AIRM 8.000 1.276 5/15/2025 Allstate Corp/The ALL 5.750 99.000 8/15/2053 AmTrust Financial Services Inc AFSI 6.125 98.105 8/15/2023 Amyris Inc AMRS 1.500 18.500 11/15/2026 Audacy Capital Corp CBSR 6.750 1.925 3/31/2029 Audacy Capital Corp CBSR 6.500 1.179 5/1/2027 Audacy Capital Corp CBSR 6.750 1.731 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 1.260 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 1.309 8/1/2034 Biora Therapeutics Inc BIOR 7.250 55.025 12/1/2025 Boingo Wireless Inc WIFI 1.000 93.125 10/1/2023 Brixmor LLC BRX 6.900 9.875 2/15/2028 Citigroup Global Markets Holdings Inc/United States C 3.800 99.575 7/30/2023 Clovis Oncology Inc CLVS 1.250 12.120 5/1/2025 Clovis Oncology Inc CLVS 4.500 11.384 8/1/2024 Clovis Oncology Inc CLVS 4.500 11.190 8/1/2024 Curo Group Holdings Corp CURO 7.500 22.656 8/1/2028 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 3.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.750 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.206 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.879 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.206 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.034 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.125 8/15/2026 Diebold Nixdorf Inc DBD 9.375 18.750 7/15/2025 Diebold Nixdorf Inc DBD 8.500 1.000 10/15/2026 Diebold Nixdorf Inc DBD 9.375 19.000 7/15/2025 Diebold Nixdorf Inc DBD 9.375 18.431 7/15/2025 Diebold Nixdorf Inc DBD 8.500 3.750 10/15/2026 Diebold Nixdorf Inc DBD 9.375 18.431 7/15/2025 Diebold Nixdorf Inc DBD 8.500 1.255 10/15/2026 Diebold Nixdorf Inc DBD 9.375 18.868 7/15/2025 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare Corp EVHC 8.750 3.000 10/15/2026 Envision Healthcare Corp EVHC 8.750 3.000 10/15/2026 Esperion Therapeutics Inc ESPR 4.000 50.000 11/15/2025 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 12.930 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 10.412 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 2.550 99.905 8/2/2023 Federal Home Loan Banks FHLB 3.100 76.012 4/25/2024 First Citizens Bancshares Inc/TX FIRCTZ 6.000 92.260 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 92.260 9/1/2028 First Republic Bank/CA FRCB 4.375 0.500 8/1/2046 First Republic Bank/CA FRCB 4.625 1.000 2/13/2047 GNC Holdings Inc GNC 1.500 0.405 8/15/2020 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Groupon Inc GRPN 1.125 40.250 3/15/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 38.874 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 39.473 6/1/2026 Hallmark Financial Services Inc HALL 6.250 25.405 8/15/2029 HarborOne Bancorp Inc HONE 5.625 95.448 9/1/2028 Inseego Corp INSG 3.250 41.250 5/1/2025 Invacare Corp IVC 5.000 0.919 11/15/2024 Invacare Corp IVC 4.250 4.059 3/15/2026 JPMorgan Chase & Co JPM 2.000 88.143 8/20/2031 JPMorgan Chase & Co JPM 6.399 100.000 8/2/2023 JPMorgan Chase & Co JPM 4.087 96.771 8/30/2023 JPMorgan Chase Bank NA JPM 2.000 82.777 9/10/2031 Lannett Co Inc LCIN 7.750 5.500 4/15/2026 Lannett Co Inc LCIN 4.500 1.298 10/1/2026 Lannett Co Inc LCIN 7.750 5.375 4/15/2026 Lightning eMotors Inc ZEV 7.500 61.469 5/15/2024 MBIA Insurance Corp MBI 16.830 3.000 1/15/2033 MBIA Insurance Corp MBI 16.894 3.000 1/15/2033 Macy's Retail Holdings M 7.875 95.606 3/1/2030 Macy's Retail Holdings M 7.875 95.606 3/1/2030 Macy's Retail Holdings M 6.900 86.341 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 41.250 7/1/2026 Morgan Stanley MS 1.800 73.186 8/27/2036 Morgan Stanley Finance MS 12.100 21.210 11/24/2023 NBC Bancshares in Pawhuska Inc NBCBNC 6.950 96.158 9/1/2028 NBC Bancshares in Pawhuska Inc NBCBNC 6.950 96.158 9/1/2028 National CineMedia LLC NATCIN 5.750 4.000 8/15/2026 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 14.750 2/15/2026 Party City Holdings Inc PRTY 10.821 12.790 7/15/2025 Party City Holdings Inc PRTY 8.750 14.500 2/15/2026 Party City Holdings Inc PRTY 6.625 0.726 8/1/2026 Party City Holdings Inc PRTY 6.625 0.726 8/1/2026 Party City Holdings Inc PRTY 10.821 12.790 7/15/2025 PeoplesBancorp MHC PEOPBC 5.375 90.638 11/15/2028 PeoplesBancorp MHC PEOPBC 5.375 90.638 11/15/2028 Photo Holdings Merger Sub Inc SFLY 8.500 46.000 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 47.764 10/1/2026 Radiology Partners Inc RADPAR 9.250 39.888 2/1/2028 Radiology Partners Inc RADPAR 9.250 39.484 2/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.500 58.817 7/1/2025 Rite Aid Corp RAD 7.500 55.326 7/1/2025 Rite Aid Corp RAD 6.875 20.638 12/15/2028 Rite Aid Corp RAD 7.700 22.184 2/15/2027 Rite Aid Corp RAD 6.875 20.638 12/15/2028 RumbleON Inc RMBL 6.750 42.909 1/1/2025 SBL Holdings Inc SECBEN 7.000 66.400 N/A SBL Holdings Inc SECBEN 7.000 62.375 N/A SVB Financial Group SIVB 4.100 6.752 N/A SVB Financial Group SIVB 4.000 6.766 N/A SVB Financial Group SIVB 4.700 7.250 N/A SVB Financial Group SIVB 4.250 6.032 N/A Shift Technologies Inc SFT 4.750 10.096 5/15/2026 Signature Bank/New York NY SBNY 4.000 2.250 10/15/2030 Signature Bank/New York NY SBNY 4.125 1.992 11/1/2029 Talen Energy Supply LLC TLN 6.500 30.610 6/1/2025 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 27.000 9/15/2024 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 27.000 9/15/2024 Talen Energy Supply LLC TLN 7.000 27.000 10/15/2027 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Tap Rock Resources LLC TAPROC 7.000 103.331 10/1/2026 Tap Rock Resources LLC TAPROC 7.000 103.028 10/1/2026 Team Health Holdings Inc TMH 6.375 50.397 2/1/2025 Team Health Holdings Inc TMH 6.375 51.084 2/1/2025 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 10.800 5/15/2027 US Renal Care Inc USRENA 10.625 28.446 7/15/2027 US Renal Care Inc USRENA 10.625 25.575 7/15/2027 UTB Financial Holding Co UTBFIN 6.500 97.306 9/1/2028 UTB Financial Holding Co UTBFIN 6.500 97.306 9/1/2028 UpHealth Inc UPH 6.250 30.464 6/15/2026 WeWork Cos Inc WEWORK 7.875 33.980 5/1/2025 WeWork Cos Inc WEWORK 7.875 33.492 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 40.500 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 40.250 7/10/2025 Wesco Aircraft Holdings WAIR 9.000 9.500 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 4.000 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 7.750 11/15/2027 Wesco Aircraft Holdings WAIR 13.125 4.431 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 5.512 11/15/2024 Wesco Aircraft Holdings WAIR 9.000 4.000 11/15/2026 Western Global Airlines WGALLC 10.375 3.594 8/15/2025 Zions Bancorp NA ZION 7.200 84.000 N/A ********* 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 ***