/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230802.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 2, 2023, Vol. 27, No. 213 Headlines 100 ORCHARD: Seeks Approval of Disclosures on Shortened Notice 1600 HICKS ROAD: Unsecureds Owed $15K to Get 100% of Claims 1651 SOUTH STEMMONS: Case Summary & Five Unsecured Creditors 1982 INVESTMENT: Rental Income to Fund Plan Payments 200 TRIBECA: Voluntary Chapter 11 Case Summary 40 & HOLDING: Gets OK to Hire Debra Fowler as Accountant 523 JEB QUALIFIED: Voluntary Chapter 11 Case Summary ACCAM1 INC: Seeks to Hire Thomas Liber as Business Consultant ACCESS CIG: Moody's Rates New Sr. Secured First Lien Loans 'B2' ACCESS CIG: S&P Rates New First-Lien Term Loan and Revolver 'B' ACE LINEN: Seeks to Hire Bush Law Firm as Bankruptcy Counsel AD1 URBAN: Aug. 14, 2023 Claims Filing Deadline Set ADAMS DELAWARE: Case Summary & One Unsecured Creditor ADVANCED INFRASTRUCTURE: Taps Bernstein as Bankruptcy Counsel AEROCISION PARENT: Case Summary & 30 Largest Unsecured Creditors AIRMEDIC INC: Obtains Court's CCAA Initial Stay Order AMAG ENTERPRISES: Case Summary & 17 Unsecured Creditors AMERICAN AIRLINES: S&P Ups ICR to 'B+' on Reduced Financial Risk AMERITRANS EXPRESS: Seeks to Hire Vivona Pandurangi as Counsel AMERITRANS EXPRESS: Taps Baker Cronogue Tolle as Contract Counsel ATENTO SA: Receives NYSE Delisting Notice AVINGER INC: Posts $5.4 Million Net Loss in Second Quarter BED BATH & BEYOND: Seeks Conditional Approval of Plan Disclosures BHD SLT: Seeks to Hire Gonzales & Associates as Accountant BIG ERICS: Files Notice of Intention to Make BIA Proposal BLUE LIGHTNING: Taps Ritchie Bros., IronPlanet as Sales Agents BRIAN SMITH LAW OFFICES: Aug. 15 Hearing on Disclosure Statement BULGARIAN BAR: Seeks Extension to File Plan Until Nov. 8 CAMECO TECHNOLOGIES: Court Approves Amended Disclosure Statement CARNIVAL CORP: S&P Rates New $1BB Term Loan B Due 2027 'BB-' CENTER FOR AUTISM: Names Three Winning Bidders for Assets CENTER FOR AUTISM: Taps Jackson Walker as Conflicts Counsel CENTRALIA APARTMENTS: Seeks 45-Day Extension to File Plan CHATTAN 1379: Case Summary & One Unsecured Creditors COMMUNITY HEALTH: Will Sell 3 Hospitals to Tampa General CONNECTED FERTILITY: Unsecureds to Get Share of Disposable Income CONTOUR OPCO: Seeks to Hire SLIB II Inc as Investment Banker CPI LUXURY: Case Summary & 20 Largest Unsecured Creditors CRYSTAL BLUE: Seeks to Hire Davidoff Hutcher & Citron as Counsel DUN & BRADSTREET: Moody's Assigns 'B1' CFR, Outlook Stable EXPRESS PROCESSING: Unsecureds Won't Get Full Payment in Plan FILE STORAGE: Gets OK to Hire Bayard PA as Bankruptcy Counsel FORREST CONCRETE: Unsecureds Will Get 9.5 Cents on Dollar in Plan FRANKO CATH: Amends NYC Water Board Secured Claim Pay GAI REMODELING: Seeks to Hire EWH Small Business Accounting GARCIA GRAIN: Gets Court Approval to Hire Mediator GUARDIAN FUND: Committee Taps McDonald Carano as Legal Counsel HDRMP LLC: Seeks to Hire Jones & Walden as Legal Counsel HEART HEATING: Seeks to Hire Buechler Law Office as Counsel HIGHPOINT ASSOCIATES XV: Taps Bronson Law Offices as Counsel KAI 786 LLC: Case Summary & Two Unsecured Creditors KARAFIN SCHOOL: Seeks to Hire Kreitzman & Kreitzman as Accountant LEARNING CARE: Moody's Gives B2 Rating on New First Lien Loans LEARNING CARE: S&P Upgrades ICR to 'B', Outlook Stable LIFEPOINT HEALTH: Moody's Rates New $800MM Sr. Secured Notes 'B2' LIFEPOINT HEALTH: S&P Rates New $800MM Senior Secured Notes 'B' LINCOLN POWER: Class 4A Unsecureds Unimpaired in Plan LTL MANAGEMENT: Talc Claimants Laud Dismissal of 2nd Bankruptcy Bid LUCIRA HEALTH: Unsecureds to Get Share of Liquidating Trust LUMENTUM HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Negative MADISON SQUARE BOYS: Unsecureds to Get Share of GUC Cash Pool MARY A II: Dana Bradley Steps Down as Committee Member MCGRAW-HILL EDUCATION: Moody's Alters Outlook on 'B3' CFR to Pos. MEGNA REAL ESTATE: Voluntary Chapter 11 Case Summary MERIDIAN RESTAURANTS: Gets OK to Hire GlassRatner, Appoint CRO MICROGEM US: Committee Taps Hirschler Fleischer as Counsel MLAND MAINTENANCE: Seeks to Hire Hiller Law as Bankruptcy Counsel MY TRUE MILES: Taps Las Vegas Professional Tax as Accountant NEXTPOINT FINANCIAL: Initiates CCAA Proceedings to Implement Sale NEXTPOINT FINANCIAL: To Restructure Under CCAA Protection NORMAN'S INVESTMENTS: Files Amendment to Disclosure Statement NORTH PONDEROSA: Case Summary & Two Unsecured Creditors NORTH SHORE: Unsecureds of Any Will be Paid in Full in Plan NOVAN INC: U.S. Trustee Appoints Creditors' Committee NOVUSON SURGICAL: Seeks Court Approval to Hire The Hashmi Group NSA INTERNATIONAL: S&P Withdraws 'D' LT Issuer Credit Rating PALACE AT WASHINGTON: Case Summary & Seven Unsecured Creditors PANCAKES OF HAWAII: Taps Keith M. Kiuchi as Litigation Counsel PETROLEOS DE VENEZUELA: Del. Court Issues Order Related to Sale PRECAST LLC: Court Confirms Plan as Modified RIALTO BIOENERGY: Committee Taps Brinkman Law Group as Counsel ROGER T. BRILL: Seeks to Hire BransonLaw as Bankruptcy Counsel SENSATA TECHNOLOGIES: Moody's Alters Outlook on 'Ba2' CFR to Pos. SERENE DISTRICT: Case Summary & Four Unsecured Creditors SHARP SERVICES: Moody's Rates New $211.4MM Incremental Loan 'B2' STAUNTON AREA: Unsecureds to be Paid in Full Within 5 Years SURGALIGN HOLDINGS: Xtant Medical Wins Auction for Certain Assets TALKING TADPOLES: Unsecureds Will Get 100% of Claims over 5 Years THREE NICKELS: Available Cash to Fund Plan Payments UPTOWN 240: Amends Unsecureds Claims Pay Details VIVAKOR INC: Posts $2.5 Million Net Loss in First Quarter VOXTUR ANALYTICS: TSX Reinstates Trading of Shares VOYAGER AVIATION: Files for Chapter 11 to Facilitate Sale WINCHESTER REAL ESTATE: Taps Jones & Walden as Legal Counsel [*] Christine Chen Joins Greenberg Traurig's Boston Office ********* 100 ORCHARD: Seeks Approval of Disclosures on Shortened Notice -------------------------------------------------------------- 100 Orchard St. LLC, d/b/a Blue Moon Hotel, filed a motion for an order (i) approving the Debtor's Disclosure Statement for its Amended Plan of Reorganization; (ii) approving procedures for solicitation of acceptances of the plan; and (iii) scheduling a hearing and establishing notice and objection procedures for confirmation of the Plan. The Debtor is a New York limited liability company that owns and operates a 22-unit boutique hotel, known as the "Blue Moon Hotel", located in a historical building originally constructed in 1879, at 100 Orchard Street, in Manhattan's lower east side. Shortly after the Petition Date, on May 19, 2022, the Hotel was inducted into the Historical Hotels of America. On Dec. 27, 2022, the Debtor filed a plan of reorganization, along with a related disclosure statement, which did not have the consent of Brick Moon Capital LLC, the Debtor's mortgagee and, by far, the largest creditor in the case. After extensive negotiations, the Debtor and Brick reached an agreement for a consensual plan, which is embodied in an amended plan dated July 13, 2023 filed by the Debtor (the "Plan") and a related disclosure statement (the "Disclosure Statement"). A hearing to consider approval of the Disclosure Statement is scheduled for Aug. 17, 2023. The Debtor filed a motion seeking to reduce the period for notice of the hearing on the Disclosure Statement from 31 to 27 days, pursuant Bankruptcy Rule 9006(c)(1), which provides that "the court for cause shown may in its discretion with or without motion or notice order the period [for notice] reduced." Here, cause exists to shorten the tsime for notice of the hearing on the Disclosure Statement so that the Debtor can obtain approval of the Disclosure Statement at the August 17, 2023, hearing and expeditiously seek confirmation of the Plan. The primary change in the Plan and Disclosure Statement, compared to the originally filed plan and disclosure statement, concerns the treatment of the Brick Secured Claim; most of the information was, otherwise, set forth in the plan documents filed in December 2022. Thus, shortening the notice period for the hearing to consider the Disclosure Statement by only four should not unduly prejudice any party in interest. Attorneys for the Debtor: David H. Wander, Esq. Scott Markowitz, Esq. Alexander R. Tiktin, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 E-mail: dwander@tarterkrinsky.com smarkowitz@tarterkrinsky.com atiktin@tarterkrinsky.com About 100 Orchard St. LLC 100 Orchard St. LLC operates a 22-room boutique hotel known as the "Blue Moon Hotel," located in the lower east side of Manhattan, at 100 Orchard Street. The Hotel is a historical building built in 1879. Beginning in 2002, 100 Orchard redesigned the five-story tenement and restored the building to function as a stately eight-story hotel. It was a five-year art preservation and design project that received an award by National Geographic, acknowledged by the Historic Districts Council, and written up in 50 major articles. The Hotel was instrumental in revitalizing commerce south of Delancey Street. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022. In the petition signed by Randy Settenbrino, president and managing member, the Debtor disclosed $25,341,713 in assets and $11,166,747 in liabilities. Judge David S. Jones oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the Debtor's counsel. 1600 HICKS ROAD: Unsecureds Owed $15K to Get 100% of Claims ----------------------------------------------------------- 1600 Hicks Road, LLC, submitted a Second Amended Disclosure Statement issued in conjunction with the Plan of Reorganization dated March 13, 2023. The Debtor's Plan of Reorganization provides for payment in full of all creditors. All general unsecured creditors will be paid a 100% distribution, in quarterly payments, over a period of five years. The sole secured creditor to be paid under the Plan will be paid a 100% distribution, with interest at 5% per annum, in monthly installments over a 30-year amortization, and a balloon payment due at the end of seven years. The U.S. Trustee objects to the adequacy of the Disclosure Statement and filed a detailed Objection to the Disclosure Statement dated March 13, 2023. The objection is at Docket 87. The U.S. Trustee asserts that its objections were not satisfied by the Amended Disclosure Statement and related exhibits filed June 11, 2022. If the Disclosure Statement is approved, the U.S. Trustee will object to confirmation of the proposed plan. The U.S. Trustee has also filed a Motion to Convert or Dismiss this case, which he intends to prosecute. EH National Bank also objects to the adequacy of the Disclosure Statement and filed a detailed Objection to the Disclosure Statement dated March 13, 2023. The objection is at Docket 90. EH National Bank asserts that its objections were not satisfied by the Amended Disclosure Statement and related exhibits filed June 11, 2022. If the Disclosure Statement is approved, EH National Bank will object to confirmation of the proposed plan. EH National Bank has also filed a Motion to Dismiss this case, which it intends to prosecute. The Plan provides for payment in full of income tax and other priority claims upon the Effective Date of the plan, but the Debtor is not aware of any such priority claims. The Debtor projects sufficient income to pay all required payments under the Plan. After confirmation of the Plan, the Debtor will make quarterly payments to EH National Bank on its general unsecured deficiency claim, and to ITSS Group on its general unsecured claim. The Debtor will make monthly deposits to a Disbursement Account and make distributions to general unsecured creditors on a quarterly basis. All unsecured claims will be paid from the Disbursement Account on a quarterly basis. The Debtor will pay administrative expenses, including any fees allowed to its counsel, as agreed with the holder of those expense claims. The Debtor will pay the secured claim of Exotic Motors, Inc., which is a tenant of the Debtor's real estate at 1600 Hicks Road, Rolling, Meadows, Illinois, in the amount of $3,489.35/month, by extending a credit or set-off against the monthly rent of $10,000.00 payable to Exotic Motors to the Debtor. The net payment on account of rent by Exotic Motors, Inc., to the Debtor will be $6,510.65/month. Under the Plan, Class IV All other General Unsecured Claims, other than the claims of insiders in Class VI total $15,057. These claims will receive a 100% distribution, in equal quarterly payments commencing on the first day of the calendar quarter following the Effective Date of the Plan, and continuing for five years. The quarterly payment on all claims in this class will be approximately $752.85 per quarter. The Debtor's sole tenant is Exotic Motors, Inc. The owners of the Debtor are also owners of Exotic Motors, Inc., and actively manage Exotic Motors. Exotic Motors is a co-obligor on the Debtor's unsecured debt to EH National Bank. Exotic Motors is obliged to the Debtor for back rent in the amount of $630,000. Exotic Motors funded the purchase, by Probidder, LLC, of the Debtor's real estate at the foreclosure sale, in the amount of $1,280,001. Setting off the $630,000 rent claim against the $1,280,001 claim arising from the foreclosure sale, the Debtor computes the claim of Exotic Motors to be $650,001. The Debtor will pay this claim at 5% per annum amortized over a 30-year period, with payments of $3,489.35/month. Exotic Motors, Inc., will obtain the certificate of sale from Probidder, LLC, upon confirmation of the Plan. Exotic Motors will hold the certificate of sale until payment in full of its claim, or after five years from the Effective Date of the Plan, at which time the full balance of the Exotic Motors claim will be due, and at which time the parties anticipate restructuring the balance due. Exotic Motors, Inc., has agreed to pay rent at $10,000/month for the premises at 1600 Hicks Road, Rolling Meadows, Illinois. The Debtor will not make the $3,489.35/month debt payment to Exotic Motors, but will apply the amount as a setoff against the $10,000/month rent. Exotic Motors will pay the net amount of $6,510.65/month for the five-month period of the Plan. Exotic Motors, Inc., is jointly liable with the Debtor on the claim of EH National Bank, in the amount of $1,597,720.47. To assist the Debtor in performing its obligations under the Plan, to protect itself against collection efforts by EH National Bank during the term of the Plan, and to satisfy its co-obligor liability to the Debtor on the EH National Bank claim, Exotic Motors will make additional payments sufficient to allow the Debtor to pay all payments under the Plan. The Debtor computes the required payment to be $20,369 per month. Attorney for the Debtor: David P. Lloyd, Esq. 615B S. LaGrange Rd. LaGrange, IL 60525 Tel: (708) 937-1264 Fax: (708) 937-1265 A copy of the Second Amended Disclosure Statement dated July 21, 2023, is available at bit.ly/3Q4HDuB from PacerMonitor.com. About 1600 Hicks Road Rolling Meadows, Ill.-based 1600 Hicks Road, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-13205) on Nov. 14, 2022. Anam Qadri, partner, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,930,100 and total liabilities of $2,700,000. Judge David D. Cleary oversees the case. David P. Lloyd, Esq., at David P. Lloyd, Ltd., is the Debtor's counsel. 1651 SOUTH STEMMONS: Case Summary & Five Unsecured Creditors ------------------------------------------------------------ Debtor: 1651 South Stemmons, LLC 1651 South Stemmons Fwy Lewisville TX 75067 Business Description: The Debtor owns commercial properties located in Lewisville, Texas having an appraised value of $6 million. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-41381 Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas TX 75202 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com Total Assets: $6,290,724 Total Liabilities: $4,329,702 The petition was signed by Haleyesus Hailu as member-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/ANZLIDY/1651_South_Stemmons_LLC__txebke-23-41381__0001.0.pdf?mcid=tGE4TAMA 1982 INVESTMENT: Rental Income to Fund Plan Payments ---------------------------------------------------- 1982 Investment LLC filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Disclosure Statement in support of Chapter 11 Plan dated July 25, 2023. The Debtor is a corporation. In 2012, the Debtor purchased a vacant restaurant located at 1982 Street Road in Bensalem, Pennsylvania from Ali Elsayed Elbanna, an individual who also held the mortgage on the property. When Mr. Elbanna passed away in 2021, his estate ("Elbanna Estate") took control of the mortgage. Prior to the bankruptcy case, the Elbanna Estate intended to foreclose on the property because of a dispute over payments; the Debtor contends that the Elbanna Estate's records are incomplete and do not reflect all payments made by the Debtor. Through this bankruptcy case, the Debtor hopes to see confirmation of a plan that will enable the Debtor to pay a reasonable price for the property. The Debtor is willing and hopeful to engage in settlement discussions with the Elbanna Estate to that effect. Class 2 consists of the claim of the Estate of Ali Elbanna. Debtor will make mortgage payments over 5 years, in equal monthly installments of $10,379.18 beginning on the effective date, 30 days after confirmation. Estate of Ali Elbanna is impaired and therefore is entitled to vote on the plan. Class 3 consists of the claim of the Bucks County Tax Claim Bureau. Debtor will remain current with regular payments after the filing date of this case. Debtor will cure pre-petition arrears over 5 years, in equal monthly installments of $158.88 beginning on the effective date, 30 days after confirmation. Bucks County Tax Claim Bureau is impaired and therefore is entitled to vote on the plan. General unsecured claims are not secured by property of the estate and are not entitled to priority under Section 507(a) of the Code. No such claims were timely filed. The Debtor will fund the plan using monthly rent payments paid to it by SOHO Ramen House Inc. and Teacups & Pearl Inc. The Post-Confirmation Management of the Debtor (including officers, directors, managing members, and other persons in control), and their compensation, shall remain the same as before confirmation. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual average cash flow, after paying operating expenses and post-confirmation taxes, of $4,819.28. The final Plan payment is expected to be paid in Month 60. A full-text copy of the Disclosure Statement dated July 25, 2023 is available at https://urlcurt.com/u?l=SR6K9s from PacerMonitor.com at no charge. Counsel for Debtor: Michael A. Cibik, Esq. Michael I. Assad, Esq. Cibik Law, P.C. 1500 Walnut St, Suite 900 Philadelphia, PA 19102 Tel: (215) 735-1060 About 1982 Investment 1982 Investment LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(518)). 1982 Investment filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-13397) on Dec. 21, 2022. In the petition filed by Mark Allen, as manager, the Debtor reported assets between $1 million and $10 million and liabilities between $100,000 and $500,000. The Debtor is represented by Michael A. Cibik, Esq. of Cibik Law, P.C. 200 TRIBECA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: 200 Tribeca Restaurant LLC dba Marathi Greek Bistro 200 Church Street New York, NY 10013 Business Description: The Debtor is part of the restaurant industry. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-11228 Debtor's Counsel: Ralph Preite, Esq. KOUTSOUDAKIS IAKOVOU LAW GROUP PLLC 40 Wall Street 49th Floor New York, NY 10005 Tel: (212) 404-8608 Email: ralph@kilegal.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Varvara Koutsoudakis as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C7OCO6I/200_Tribeca_Restaurant_LLC_dba__nysbke-23-11228__0001.0.pdf?mcid=tGE4TAMA 40 & HOLDING: Gets OK to Hire Debra Fowler as Accountant -------------------------------------------------------- 40 & Holding, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Debra Fowler, CPA, PA. The Debtor requires an accountant to: a. assist with the preparation of federal and state tax returns and tax reports; b. run payroll for the Debtor, including payment of associated taxes; and c. perform other accounting services needed by the Debtor as part of the Chapter 11 bankruptcy proceedings. The firm will be paid as follows: Debra Fowler, CPA $250 per hour Roy Desmond Fowler, III $150 per hour Other Staff $75 per hour As disclosed in court filings, Debra Fowler does not represent any interest adverse to the Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Debra Fowler, CPA Debra Fowler, CPA, PA 304 W Millbrook Rd Ste C Raleigh, NC 27609-4373 Phone: (919) 847-0445 About 40 & Holding 40 & Holding, LLC, doing business as The London Bridge Pub, is a pub serving food, beverages and alcoholic beverages in downtown Raleigh. It also hosts special events such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. 40 & Holding sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Michael A. Ruiz, owner and member, signed the petition. Judge Joseph N. Callaway oversees the case. The Debtor tapped Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC as legal counsel and Debra Fowler, CPA, PA as accountant. 523 JEB QUALIFIED: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: 523 JEB Qualified OZ Fund, LLC 523 Joseph E Boone Boulevard Atlanta GA 30314 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 31, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-57322 Debtor's Counsel: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta GA 30329 Tel: 404-584-1238 Email: wgeer@rlkglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Morrison as authorized representative. The Debtor filed an empty 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/2GXXASY/523_JEB_Qualified_OZ_Fund_LLC__ganbke-23-57322__0001.0.pdf?mcid=tGE4TAMA ACCAM1 INC: Seeks to Hire Thomas Liber as Business Consultant ------------------------------------------------------------- Accam1, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Thomas Liber as business and workout consultant. Accam1 requires a consultant to act as an intermediary between the company and its principal, Al Mueller; assist in negotiations for the restructuring of its obligations with creditors; and help the coordination between Mr. Mueller and the company. Mr. Liber will receive a monthly fee of $5,000. As disclosed in court filings, Mr. Liber neither represents nor holds any interest adverse to the Debtor and its estate. About Accam1 Inc. Accam1, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00574) on May 23, 2023, with $1 million to $10 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. ACCESS CIG: Moody's Rates New Sr. Secured First Lien Loans 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Access CIG, LLC proposed senior secured first lien credit facility consisting of a $60 million revolver due 2028 and $1.125 billion term loan due 2028. All other ratings, including the B3 corporate family rating, the B3-PD probability of default rating, and Caa2 senior secured second lien credit facility are unaffected. The outlook is stable. The company is a Massachusetts-based provider of Records and Information Management services primarily to the SME segment in the U.S., Canada and Latin America. The new revolving credit facility will replace the company's existing $60 million revolver due November 2024 and proceeds from the new term loan will be used to repay the $1.108 billion of outstanding first lien term loan due February 2025. Moody's will subsequently withdraw the existing first lien credit facility at the close of the transaction. Moody's considers the transaction as credit positive because it extends Access' maturity profile with only a modest increase in the company's cash interest burden. Pro-forma for transaction fees, the company will have $90 million of cash on hand. Moody's believes that the revolver will be reserved for general corporate purposes versus acquisition activity. The extension of the revolver maturity provides liquidity support for the cash needs of the company over the next 12 to 18 months as Moody's expects free cash flow to be modestly negative over the same period. RATINGS RATIONALE Access' B3 CFR reflects its very high debt to EBITDA leverage, estimated at 8.8x as of March 31, 2023 (Moody's adjusted and excluding acquisitions and integration expenses), a modest revenue base and its aggressive growth strategy that relies on frequent debt issuances, as well as its narrow business focus. The rating also reflects long-term secular risks related to the shift away from paper records toward electronic media by its small business customers. New customer growth has come primarily from small, debt-funded, tuck-in acquisitions. These transactions result in substantial acquisition-related and relocation expenses that limit free cash flow generation. Moody's expects acquisition related integration costs will decline in 2023 and 2024 as the current high interest rate environment will limit financial flexibility for transactions, which will help reduce leverage below 8x by the end of 2023. Nonetheless, Access' governance risk will continue to weigh down on the rating given its debt-funded acquisition appetite long term and tolerance for high financial leverage. The rating benefits from the company's highly recurring records storage revenue (63% of total revenue) that provides stability through various cycles, its high EBITDA margin (Moody's adjusted) above 40% as of March 31, 2023, and Moody's expectation for low-to-mid-single digit percentage organic revenue expansion in outsourcing of document storage in the small and medium-sized enterprises ("SME") market segment, largely driven by pricing growth. Access' revenues have high geographic and customer diversity with historically strong client retention rates that exceed 95%. Moody's expects Access will maintain an adequate liquidity over the next 12-15 months. Pro forma for the July 2023 refinancing, Access had $90 million of cash and full capacity under its $60 million revolving credit facility due 2028. Given the company's high interest expense burden, Moody's anticipates that free cash flow will be slightly negative over the next 12-18 months and will turn positive by 2025. The company's current cash sources are sufficient to cover required annual debt amortization on the first lien term loan of around $12.5 million, paid quarterly and Moody's expects total cash and revolver availability will decline but remain above $120 million before improving in 2025. There are no financial maintenance covenants applicable to the term loans. The revolver will be subject to a springing 7.0x maximum first lien net leverage ratio when utilization exceeds 35% of the facility set with an initial cushion to closing leverage. Moody's does not expect the covenant to be triggered over the next 12-18 months and believes that there would be adequate cushion within the covenant level if it were measured. As proposed, the new first lien credit agreement is expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the incremental debt capacity of up to the greater of $217.5 million and 100% of consolidated EBITDA at the time of determination, plus unused capacity reallocated from the general debt basket, plus additional amounts subject to a 5.25x first lien net leverage test (if pari passu secured). Incremental amounts (not in excess of amounts permitted by an earlier maturity carve-out up to the greater of $217.5 million and 100% of consolidated EBITDA, plus unused capacity reallocated from the general debt basket) may be incurred with an earlier maturity than the initial term loans. Additional restricted payment capacities under the available amount, the general RP basket, the IPO dividends basket and the management equity RP basket may be reallocated to incur debt or grant liens. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express protective provisions prohibiting an up-tiering transaction. The above are proposed terms and the final terms of the credit agreement may be materially different. The B2 rating on the first lien credit facility (revolver and term loan), one notch above the company's B3 CFR, reflects the support provided by the second lien term loan, which has a subordinate lien on the collateral package relative to the first lien debt. The first lien credit facility benefits from first priority security interest in substantially all assets of the issuer and its material domestic subsidiaries (the company has a modest asset base in Canada, Panama, Costa Rica and Brazil). The Caa2 rating on the second lien term loan, two notches below the company's B3 CFR, reflects the significant amount of first lien debt in the capital structure. The second lien term loan has a second priority security interest in the same collateral that secures the first lien term loan. The stable outlook reflects Moody's view that the company's debt to EBITDA will improve to the low-7x range in the next 12-18 months driven by organic revenue and earnings growth in a low-to-mid-single digit percentages range. Moody's also anticipates in the stable outlook that Access will maintain at least adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Profitable revenue growth that leads to a material reduction in leverage, free cash flow in excess of 5% of total debt (Moody's adjusted) and more balance financial policy is necessary for a rating upgrade. The rating upgrade would also require the company to extend its debt maturity profile on commercially viable terms. The ratings could be downgraded if operational challenges lead to material top-line and earnings pressure such that EBITA to interest expense (Moody's adjusted) falls below 1.0x, or liquidity deteriorates, including through increased revolver usage or an inability to restore and sustain positive free cash flow generation. Assignments: Issuer: Access CIG, LLC Senior Secured 1st Lien Term Loan, Assigned B2 Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Boston, MA, Access provides Records and Information Management services primarily to the SME segment in the U.S., Canada and Latin America. Access is owned by Berkshire Partners, GI Partners and management. The company generated annual GAAP revenue of $513 million for the twelve months ended March 31, 2023. ACCESS CIG: S&P Rates New First-Lien Term Loan and Revolver 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to Woburn, Mass.–based record information management company, Access CIG LLC's proposed first-lien term loan and revolver. S&P expects the transaction to be leverage neutral and proceeds will be used to refinance the company's existing revolver and first-lien debt. The '3' recovery rating on the new debt indicates its expectation for meaningful recovery (50%-70%; rounded estimate 55%) in a hypothetical default scenario. S&P siad, "We recently revised our outlook on Access to negative from stable. Access is a very acquisitive company, having completed 44 acquisitions since 2020. These acquisition costs and high integration expenses pushed leverage above our downgrade threshold of 7.5x. We continue to expect slight pressure on free operating cash flow (FOCF) due to an estimated total annual increase in interest expense by roughly $50 million. Access has successfully incorporated these acquired companies as they continue to grow their revenue base and capture market share. We still project improved margins because the company has been in line with their budget so far in 2023." Issue Ratings--Recovery Analysis Key analytical factors -- Access CIG LLC is the borrower under the first- and second-lien facilities. The facility also benefits from guarantees from parent Access Holdings II LLC's material subsidiaries. Accordingly, S&P's recovery analysis assumes that first-lien collateral represents substantially all the emergence enterprise value. -- S&P's simulated scenario contemplates a default stemming from deteriorating operating performance, underperforming acquisitions, a shift to digital media from print, and unsustainable leverage. -- S&P values the company on a going-concern basis. S&P believes Access would likely reorganize in our default scenario because of its established relationships with key suppliers and customers and its nationwide physical footprint. Simulated default assumptions -- Year of default: 2026 -- EBITDA at emergence: $138 million -- EBITDA multiple: 5.5x -- Gross enterprise value: $760 million -- The revolving credit facility is 85% drawn at default Simplified waterfall -- Net emergence enterprise value (after 5% administrative expenses): $722 million -- Valuation split (obligors/nonobligors): 90%/10% -- Value available to first-lien debt (collateral/noncollateral): $696 million -- Estimated first-lien debt claims: $1.2 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) -- Value available to second-lien debt (collateral/noncollateral): $25 million -- Estimated second-lien debt claim: $289 million -- Recovery expectations: 0%-10% (rounded estimate: 0%) ACE LINEN: Seeks to Hire Bush Law Firm as Bankruptcy Counsel ------------------------------------------------------------ Ace Linen and Dust, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire The Bush Law Firm, LLC as its bankruptcy counsel. The firm's services include: a. advising the Debtor as to its rights, powers and duties; b. preparing and filing legal documents; c. representing the Debtor at court hearings; d. preparing and filing status report and Chapter 11 plan; e. defending challenges to the automatic stay set forth within Section 362(a); and f. providing other legal services. The firm will charge $300 per hour for attorneys, $75 per hour for paralegals, and $50 per hour for administrative assistants. In addition, the firm will seek reimbursement for work-related expenses. The Bush Law Firm received a retainer in the amount of $10,000, which includes the court filing fee of $1,738. As disclosed in court filings, The Bush Law Firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Anthony B. Bush, Esq. The Bush Law Firm, LLC Parliament Place Professional Center 3198 Parliament Circle 302 Montgomery, AL 36116 Phone: (334) 263-7733 Facsimile: (334) 832-4390 Email: anthonybbush@yahoo.com abush@bushlegalfirm.com About Ace Linen and Dust Ace Linen and Dust, LLC operates a linen services and paper products business in Autauga County, Ala. Ace Linen and Dust filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-31336) on July 11, 2023, with as much as $500,000 in both assets and liabilities. Brad Belyeu, a member of Ace Linen and Dust, signed the petition. Anthony Bush, Esq., at The Bush Law Firm, LLC, represents the Debtor as legal counsel. AD1 URBAN: Aug. 14, 2023 Claims Filing Deadline Set --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Aug. 14, 2023, at 5:00 p.m. (Eastern Time) as the deadline by which each person and entity, and governmental units to file their proofs of claim against AD1 Urban Palm Bay LLC and its debtor-affiliates. All original proofs of claim must be filed either (i) electronically through the claims agent's website at https://cases.stretto.com/AD1/file-a-claim/ or (ii) by first-class mail, overnight delivery service, or hand delivery at: AD1 Urban Palm Bay LLC Claims Processing c/o Stretto 410 Exchange, Suite 100 Irvine, CA 92602 For additional information, contact the claims agent's case information line for the Debtors at Tel: 720-912-1510 (toll-free) and 888-89806628 (international) or submit an inquiry via email by clicking the link at https://cases.stretto.com/AD1/ About AD1 Urban Palm Bay AD1 Urban Palm Bay, LLC, operates in the traveler accommodation industry. The company is based in Hollywood, Fla. AD1 Urban Palm Bay and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10074) on Jan. 22, 2023. In the petition signed by Alex Fridzon, as responsible fiduciary, AD1 Urban Palm Bay disclosed $10 million to $50 million in both assets and liabilities. Judge Karen B. Owens oversees the cases. The Debtors tapped Ian J. Bambrick, Esq., at Faegre Drinker Biddle and Reath, LLP, as legal counsel; RobertDouglas as investment banker; CR3 Partners, LLC as financial advisor; and Stretto, Inc., as claims and noticing agent and administrative advisor. ADAMS DELAWARE: Case Summary & One Unsecured Creditor ----------------------------------------------------- Debtor: Adams Delaware Owner, LLC 105 W Adams Street, Suite 3900 Chicago, IL 60603 Business Description: Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-09967 Judge: Hon. Jacqueline P Cox Debtor's Counsel: Konstantine Sparagis, Esq. LAW OFFICES OF KONSTANTINE SPARAGIS 900 W. Jackson Blvd. Ste. 4E Chicago, IL 60607 Tel: 312-753-6956 Fax: 866.333.1840 Email: gus@atbankruptcy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Musa Tadors as manager. The Debtor listed Old National Bank a/s/o First Midwe Much Shelist PC as its sole unsecured creditor. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SNVSXEA/Adams_Delaware_Owner_LLC__ilnbke-23-09967__0001.0.pdf?mcid=tGE4TAMA ADVANCED INFRASTRUCTURE: Taps Bernstein as Bankruptcy Counsel ------------------------------------------------------------- Advanced Infrastructure Technologies, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the District of Maine to employ Bernstein, Shur, Sawyer & Nelson, P.A. as their bankruptcy counsel. The firm's services include: (a) advising the Debtors with regard to the requirements of the bankruptcy court, Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Office of the United States Trustee as they pertain to the Debtors; (b) advising the Debtors with regard to certain rights and remedies of the bankruptcy estates and rights, claims, and interests of creditors, and bringing such claims as the Debtors, in their business judgment, decide to pursue; (c) representing the Debtors in any proceeding or hearing in the bankruptcy court involving their estates; (d) conducting examinations of witnesses, claimants or adverse parties, and representing the Debtors in any adversary proceeding (except to the extent that any such adversary proceeding is in an area outside of Bernstein's expertise); (e) reviewing and analyzing various claims of creditors and treatment of such claims, preparing, filing or prosecuting any objections thereto, or initiating appropriate proceedings regarding leases or contracts to be rejected or assumed; (f) assisting the Debtors in the preparation of reports and legal documents; (g) assisting the Debtors in the analysis, formulation, negotiation, and preparation of all necessary documentation relating to the sale of their assets; (h) assisting the Debtors in the negotiation, formulation, preparation, and confirmation of a Chapter 11 plan; and (i) other necessary legal services. The firm will charge these hourly fees: Adam R. Prescott, Attorney (Shareholder) $395 Letson Douglass Boots, Attorney (Associate) $305 Karla Quirk, Paraprofessional $210 Christine Mastrogiorgio, Paraprofessional $210 Shareholder attorney $350 - $750 Associate attorney $250 - $350 As disclosed in court filings, Bernstein is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam R. Prescott, Esq. Bernstein, Shur, Sawyer & Nelson, P.A. 100 Middle Street P.O. Box 9729 Portland, ME 04104-5029 Tel: 207 774-1200 Fax: 207 774-1127 Email: aprescott@bernsteinshur.com About Advanced Infrastructure Technologies Advanced Infrastructure Technologies, LLC is a provider of composite solutions for the infrastructure and construction industry. It is based in Brewer, Maine. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Maine Lead Case No. 23-10128) on July 7, 2023, with $8.112 million in total assets and $18.865 in total liabilities. Brit E. Svoboda, chief executive officer, signed the petition. Judge Peter G. Cary oversees the case. Adam Prescott, Esq., at Bernstein Shur Sawyer and Nelson, P.A. AEROCISION PARENT: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ --------- AeroCision Parent, LLC (Lead Case) 23-11032 12-A Inspiration Lane, Chester, CT 06412 Middlesex County AeroCision, LLC 23-11033 12-A Inspiration Lane, Chester, CT 06412 Middlesex County Numet Machining Techniques, LLC 23-11034 235 Edison Road, Orange, CT, 06477 New Haven County Business Description: The Debtors are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's (i.e., original equipment manufacturers), including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Karen B. Owens Debtors' Counsel: Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. Shella Borovinskaya, Esq. Joshua B. Brooks, Esq. Emily C.S. Jones, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com amagaziner@ycst.com ejustison@ycst.com sborovinskaya@ycst.com jbrooks@ycst.com ejones@ycst.com Debtors' Restructuring Advisor: RIVERON CONSULTING, LLC Debtors' Investment Banker: JEFFERIES LLC Debtors' Notice, Claims, Solicitation & Balloting Agent & Administrative Advisor: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $100 million to $500 million The petitions were signed by David Nolletti as chief restructuring officer. Full-text copies of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/46VH66Y/AeroCision_Parent_LLC__debke-23-11032__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/42LF75Y/AeroCision_LLC__debke-23-11033__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5HEYRIY/Numet_Machining_Techniques_LLC__debke-23-11034__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Blackhawk Industrial Trade Payable $661,704 55 Airport Road Hartford, CT 06114 Contact: Kelli Cloutier Tel: 413-382-7244 Fax: 413-739-7183 Email: kelli.cloutier@blackhawkid.com 2. Miller Castings Inc. Trade Payable $586,017 2503 Pacific Park Drive Whittier, CA 90601 Contact: General Counsel Tel: 562-695-0461 Fax: 562-692-4164 Email: sandram@millercastings.com 3. PCC Structurals Inc. Trade Payable $434,784 4600 SE Harney Drive Portland, OR 97206 Contact: Amber Fernandez Tel: 503-703-7691 Email: amber.fernandez@pccstructurals.com 4. Howmet Aerospace (Fontana) Trade Payable $403,371 10685 Beech Avenue Fontana, CA 92337 Contact: Sandra Mendoza Tel: 909-483-2369 Fax: 909-349-6534 Email: sandra.mendoza@howmet.com 5. Howmet Aerospace (Rochester) Trade Payable $316,996 181 McKee Road Rochester, NY 14611 Contact: Olivia Guy Tel: 585-732-5005 Fax: 909-349-6534 Email: olivia.guy@howmet.com 6. Mattco Forge Inc. Trade Payable $316,195 16443 Minnesota Avenue Paramount, CA 90723 Contact: Rigo Ovalle Tel: 562-634-8635 Fax: 562-531-3776 Email: rovalle@mattcoforge.com 7. Satellite Aerospace Inc. Trade Payable $227,452 240 Chapel Road Manchester, CT 06042 Contact: Krystyna Kossowski Tel: 860-643-7712 Fax: 860-643-7172 Email: krystyna.k@sataero.com 8. Quick Mill Machine Co Trade Payable $202,174 1000 Old County Rd Unit 98 Windsor Locks, CT 06096 Contact: Stanley Rafalowski Tel: 860-623-2569 Fax: 860-623-4563 Email: stanley@quickturnmfg.com 9. JC Turn Company LLC Trade Payable $192,130 86 Willow Street Bridgeport, CT 06610 Contact: Jeff Ciganowski Tel: 203-366-6164 Fax: 203-366-6164 Email: jeffcyganowski@gmail.com 10. Welded Ring Products Co Trade Payable $156,476 2180 West 114th Street Cleveland, OH 44102 Contact: Jim Allen Tel: 216-961-3800 Fax: 216-453-1463 Email: jallen@weldedring.com 11. Howmet Aerospace (La Porte) Trade Payable $150,971 1110 East Lincolnway La Porte, IN 46350 Contact: Cameron Kozloski Tel: 219-325-7284 Fax: 219-325-7261 Email: cameron.kozloski@arconic.com 12. PCC Schlosser Trade Payable $139,225 345 NE Hemlock Avenue Redmond, OR 97756 Contact: General Counsel Tel: 541-548-0766 Email: dfharris@pccstructurals.com; nicholas.crosby@pccstructurals.com 13. LK Precision LLC Trade Payable $138,510 20 Hudson Place New Britain, CT 06051 Contact: Lester Karolak Tel: 860-357-4968 Fax: 860-357-4969 14. Allen Nunes Trade Payable $105,000 Nunes Aerospace Consultants LLC 2 Lyme Regis Circle Cromwell, CT 06416 Contact: Allen Nunes Tel: 860-613-0302 15. AMKO LLC Trade Payable $96,590 136 Business Park Drive Bristol, CT 06010 Contact: Walter Czupryna Tel: 860-261-5585 Fax: 860-506-4695 Email: walterczupryna@yahoo.com 16. Accurate Brazing Trade Payable $92,243 4 Progress Drive Manchester, CT 06042 Contact: Ken Bjorkland tel: 860-432-1840 Fax: 860-463-0670 Email: greg.ferreira@accuratebrazing.com 17. Acceleron Inc. Trade Payable $88,096 21 Lordship Road East Granby, CT 06026 Contact: General Counsel Tel: 860-651-9333 Email: info@acceleroninc.com 18. Frisa Forjados Trade Payable $82,830 Valentin Grivero No 127 Col Los Trevino Santa Catarina, NL Mexico Contact: Carlos Lozano Tel: 052 81 8153 0300 Email: carlos.lozano@frisa.com 19. Du Pont Trade Payable $82,676 6200 Hillcrest Drive Valley View, OH 44125 Contact: Caterina Disalvo Tel: 216-901-3604 Email: caterina.m.disalvo@dupont.com 20. Kamatics Corporation Trade Payable $82,500 1330 Blue Hills Avenue Bloomfield, CT 06002 Contact: Maria Pereira Tel: 860-286-4197 Fax: 860-243-7993 Email: ksb@kaman.com 21. PCC Structurals Groton Trade Payable $78,245 839 Poquonnock Road Groton, CT 06340 Contact: K. Hessler Tel: 860-445-7421 Fax: 860-445-3115 Email: khessler@pccstructurals.com 22. AGC Acquisition LLC Trade Payable $75,631 106 Evansville Avenue Meriden, CT 06451 Contact: Patty Orielly Tel: 203-639-7125 Fax: 203-235-6543 Email: info@agcincorporated.com 23. Praxair Surface Technologies Trade Payable $75,425 Airport Industrial Park 24 Landry Street Biddeford, ME 04005 Contact: General Counsel Tel: 860-533-4846 Fax: 860-649-7461 Email: joe_oddo@praxair.com; jam_wiejkuc@praxair.com 24. Town of Chester Tax Liability $70,568 203 Middlesex Avenue Chester, CT 06412 Contact: Madaline Meyer Tel: 860-526-0013 Fax: 860-526-0028 Email: registrar@chesterct.org 25. WYZ Machine Co Inc. Trade Payable $69,980 95 Industrial Lane Agawaman, MA 01001 Contact: Leo Hamel Tel: 413-786-6816 Fax: 413-786-1349 26. T&J MFG LLP Trade Payable $68,000 1385 Newfield Street Middletown, CT 06457 Contact: Daniel Jablonski Tel: 860-632-8655 Fax: 860-632-8664 Email: tandjmfg@sbcglobal.net 27. Wyman Gordon Mountaintop Trade Payable $65,538 701 Crestwood Dr Mountaintop, PA 18707 Contact: Kristy Dixon Tel: 570-474-6371 Fax: 570-474-9901 Email: kristy.dixon@wyman.com 28. Cigna Healthcare Trade Payable $61,583 1750 Lincoln Street Denver, CO 80203 Contact: General Counsel Fax: 866-873-8279 Email: doaa.ammar@cigna.com 29. Yankee Courier Services LLC Trade Payable $61,006 5 Craftsman Road Unit 14 East Windsor, CT 06088 Contact: Brian Orielly, Partner Tel: 860-386-0802 Email: brian@yankeecourier.com 30. Pratt & Whitney Aircraft Trade Payable $59,348 400 Main Street East Hartford, CT 06118 Contact: Alicia Starr Tel: 860-565-1776 Email: stacy.bourne@pw.utc.com AIRMEDIC INC: Obtains Court's CCAA Initial Stay Order ----------------------------------------------------- The Quebec Superior Court issued an Initial Order pursuant to the Companies' Creditors Arrangement Act ("CCAA") in respect of Airmedic Inc., 12378744 Canada Inc., 9386149 Canada Inc., Capital Aviation Inc., Airmedic InterH Inc., Airmedic Medical Inc. and Airmedic Inc. ("Debtors") and Deloitte Restructuring Inc. was appointed monitor ("Monitor"). A copy of the Initial Order, list of creditors and other information related to these procedures are available on the Monitor's website at: https://www.insolvencies.deloitte.ca/en-ca/Pages/Groupe-Airmedic-Inc.aspx?searchpage=Search-Insolvencies.aspx&text=groupe%20airmedic. The Monitor can be reached at: Deloitte Restructuring Inc. 1190 Des Canadiens-de-Montreal Avenue, suite 500 Montreal, QC H3B 0M7 Benoit Clouâtre Email: bclouatre@deloitte.ca Eric Vincent Email: evincent@deloitte.ca Jean-François Boucher Email: jeaboucher@deloitte.ca Attorneys for the Monitor: Norton Rose Fulbright Canada LLP 1 Place Ville Marie, Suite 2500 Montreal, QC H3B 1R1 Luc Morin Tel: 514-847-4860 Email: luc.morin@nortonrosefulbright.com Guillaume Michaud Tel: 514-847-4417 Email: guillaume.michaud@nortonrosefulbright.com Julie Lacourciere Tel: 514-847-4533 Email: julie.lacourciere@nortonrosefulbright.com Attorneys for the Debtors: Osler, Hoskin & Harcourt LLP Procureurs des Debitrices/ Attorneys for Debtors 2100 - 1000 De La Gauchetiere Street West Montreal, QC H3B 4W5 Sandra Abitan Tel: 514-904-5648 Email: sabitan@osler.com Julien Morissette Tel: 514-904- 5818 Email: jmorissette@osler.com Groupe Airmedic Inc. is a private company that stands out for its premier airborne medical services. AMAG ENTERPRISES: Case Summary & 17 Unsecured Creditors ------------------------------------------------------- Debtor: AMAG Enterprises LLC 1995 US HWY 41 Sycamore, GA 31790 Business Description: AMAG provides support activities for crop production. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 23-10627 Debtor's Counsel: Daniel L. Wilder, Esq. EMMETT L. GOODMAN JR LLC 544 Mulberry Street Suite 800 Macon, GA 31201 Tel: (478) 745-5415 Fax: (478) 746-8655 Email: bkydept@goodmanlaw.org Total Assets: $513,250 Total Liabilities: $1,970,991 The petition was signed by Amanda G. Brock as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G5LFYDQ/AMAG_Enterprises_LLC__gambke-23-10627__0001.0.pdf?mcid=tGE4TAMA AMERICAN AIRLINES: S&P Ups ICR to 'B+' on Reduced Financial Risk ---------------------------------------------------------------- S&P Global Ratings has upgraded American Airlines Group Inc. (American) to 'B+' from 'B-'. S&P also raised all of its issue-level ratings, primarily due to the higher issuer credit rating (ICR). The stable outlook reflects S&P's expectation for American to generate funds from operations (FFO)-to-debt ratio of close to 20% through 2024, offset by the need for the company to make progress on addressing its 2025 debt maturities over the next 12 months. American is on track to materially improve its credit measures in 2023, with potential upside in 2024. S&P Said, "Our upgrade of American follows the sharp improvement in the company's credit measures through the first half of 2023, reduced downside risk to our estimates from a stronger-than-expected U.S. economy, and improved refinancing prospects. Passenger travel demand remains robust and underpinned American's sharply higher earnings and cash flow in the first half of 2023. We assume the company will generate free operating cash flow (FOCF) of over $2 billion in both 2023 and 2024 and improve its balance sheet from debt reduction." The company is on track to maintain credit measures that are strong for the issuer credit rating (ICR) over the next two years. S&P said, "We estimate the company's FFO to debt at about 17% and S&P Global Ratings adjusted debt to EBITDA just over 4x in 2023, and potentially stronger next year. These measures are close to our previous forecasts. However, we now believe that they can be sustained and remain well above our previous upside rating threshold (FFO to debt of over 10%). Specifically, we no longer assume the U.S. economy will enter a recession this year, following recently updated forecasts by our economists. In our March 2023 review, we considered a potential softening in passenger demand as a key source of uncertainty and risk to our estimates. Lastly, we believe American has greater ability to address its large amount of debt maturities due in 2025 beyond what we previously envisioned due to the improvement in its cash generation. "The outlook for U.S. airline market conditions remains positive. We expect healthy travel demand (led this year by long-haul international traffic growth) and ongoing industry supply constraints (namely a shortage of trained pilots, but also air traffic control, maintenance capacity, and new aircraft delivery delays) to continue through 2024. We believe favorable industry fundamentals will support relatively high average fares. We also expect capacity expansion to mitigate the impact of cost headwinds (such as rising labor costs) on American's cash flow generation. We estimate the company's S&P Global Ratings-adjusted operating margin for 2023 will be in the 8%-10% range, which is well above the 5% that was achieved in 2022. Higher prospective labor costs are a notable potential headwind to profitability. However, several post-pandemic market developments like hybrid work (which promotes off-peak travel), as well as growth in the company's loyalty program enrollments and efficiency gains, present margin accretion opportunities, in our view. "A two-notch upgrade reflects the upward revision to our financial risk assessment. The rapid improvement in the company's credit measures this year resulted in the upward revision of our financial risk assessment to aggressive from highly leveraged. Since our previous review, S&P Global's U.S. real GDP growth forecasts for 2023 improved to positive 1.7% from negative 0.1%, which we view as meaningful. Consumer spending on services like travel has been notably resilient despite broader inflationary pressures. Over the trailing 12 months to June 30, 2023, American's FFO-to-debt ratio increased sharply to 19% from 9% at year-end 2022. S&P Global Ratings-adjusted debt to EBITDA also materially strengthened to 3.8x (from 6.4x at year-end 2022). We expect these ratios to ease somewhat in the second half of 2023 but remain firmly in line with our financial risk assessment on the company. Moreover, a scenario of elevated fuel costs in tandem with slowing demand--which would have a material impact on earnings--appears less likely given lower-than-expected jet fuel prices through year-to-date 2023 (though we acknowledge their unpredictability). "The stable outlook reflects our view that American will generate credit measures that we view as strong for our ICR over the next two years, as well as the need for the company to address large debt maturities due in 2025. We estimate its FFO to debt at 17% in 2023 and close to 20% in 2024. We believe the year-over-year improvement will be led by higher capacity amid continuing favorable industry supply and demand fundamentals that support strong fares and higher margins. We expect debt reduction from free cash flow to underpin credit measure improvement next year. "We could lower the rating if, over the next 12 months, we expect American's FFO-to-debt ratio to approach 12% over the next two years. In this scenario, we would expect limited growth in the company's revenue that could follow weaker-than-expected travel demand and fares, in tandem with higher unit costs that pressures operating margins. In addition, lack of progress on addressing its 2025 debt maturities could also lead to a downgrade. "We could raise our rating within the next 12 months if we believe that American's large debt maturities in 2025 do not pose a material credit risk. In our view, a reduction in refinancing risk would likely follow steady free cash flow that supports the company's liquidity position and debt prepayments or credit measures at least as strong as our current estimates. We would also expect the company to maintain FFO to debt well over 12% before considering a higher rating." ESG credit indicators: E-3, S-4, G-2 American Airlines, like other airlines, faces long-term risk from potentially increasing environmental regulation of greenhouse gases. Its average fleet age of about 12 years is above the global average but younger than those of close peers Delta Air Lines Inc. and United Airlines Inc. Following years of heavy capital spending, American's fleet is in satisfactory shape over the medium term. American's financial condition remains pressured by the effects of the pandemic (due to high debt), but the effect is clearly easing. AMERITRANS EXPRESS: Seeks to Hire Vivona Pandurangi as Counsel -------------------------------------------------------------- Ameritrans Express, LLC seeks approval from the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Vivona Pandurangi, PLC as its bankruptcy counsel. The firm's services include: a. preparing schedules and related forms and representing the Debtor at the initial interview, creditors' meeting and hearings before the bankruptcy court; b. advising the Debtor of its duties and responsibilities under the Bankruptcy Code; c. assisting in the preparation of monthly operating reports and analyzing the Debtor's financial matters; d. advising the Debtor in connection with executory contracts and drafting documents to reflect agreements with creditors; e. resolving motions for relief from stay and adequate protection; f. negotiating for financing and use of cash collateral; g. determining whether reorganization, dismissal or conversion is in the best interests of the Debtor and its creditors; h. working with the creditors' committee and other counsel, if any; i. drafting any disclosure statement and Chapter 11 plan of reorganization; and j. handling other matters that arise in the normal course of administration of the Debtor's bankruptcy estate. The Debtor has agreed to pay a retainer of $20,000. Jonathan Vivona, Esq., co-founder of Vivona Pandurangi, will charge $425 per hour and seek reimbursement for out-of-pocket expenses incurred. Mr. Vivona 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: Jonathan B. Vivona, Esq. Vivona Pandurangi, PLC 601 King Street, Suite 400 Alexandria, VA 22314 Tel: (703) 739-1353 Fax: (703) 337-0490 Email: jvivona@vpbklaw.com About Ameritrans Express Ameritrans Express, LLC operates in the general freight trucking industry. The company is based in Springfield, Va. Ameritrans Express sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11055) on June 29, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Frederick Amankwaa, owner, signed the petition. The Debtor is represented by Jonathan B. Vivona, Esq., at Vivona Pandurangi, PLC. AMERITRANS EXPRESS: Taps Baker Cronogue Tolle as Contract Counsel ----------------------------------------------------------------- Ameritrans Express, LLC seeks approval from the U.S. Bankruptcy Court for the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Baker, Cronogue, Tolle & Werfel, LLP as its contract counsel. The Debtor holds substantial claims against the U.S. Postal Service and requires the expertise of Baker, Cronogue, Tolle & Werfel, which specializes in government contracts litigation. The firm will charge $525 per hour for the services of Ian Cronogue, Esq., and Todd Whay, Esq., the firm's attorneys. It received a retainer of $20,000. Mr. Cronogue 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: Ian A. Cronogue, Esq. Baker, Cronogue, Tolle & Werfel, LLP 1320 Old Chain Bridge Road, Suite 410 McLean, VA 22101 Voice: 703-448-1810, ext. 22 Facsimile: 703-448-3336 Email: iancronogue@bctwlaw.com About Ameritrans Express Ameritrans Express, LLC operates in the general freight trucking industry. The company is based in Springfield, Va. Ameritrans Express sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11055) on June 29, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Frederick Amankwaa, owner, signed the petition. The Debtor is represented by Jonathan B. Vivona, Esq., at Vivona Pandurangi, PLC. ATENTO SA: Receives NYSE Delisting Notice ----------------------------------------- Atento S.A. (NYSE: ATTO), one of the world's largest providers of customer relationship and business process outsourcing (CRM/BPO) services and an industry leader in Latin America, on July 21 disclosed that it received notification from the New York Stock Exchange ("NYSE") that the NYSE has initiated proceedings to delist Atento's ordinary shares from the NYSE. The NYSE initiated the delisting proceedings after determining the average market capitalization of Atento's ordinary shares fell below $15 million over a 30 trading-day period under Section 802.01B of the NYSE Listed Company Manual. The NYSE also indefinitely suspended trading of Atento's ordinary shares effective July 21, 2023. Atento does not intend to appeal the NYSE's determination. Atento's ordinary shares are expected to be quoted on the appropriate tier of the over-the-counter ("OTC") market. The Company's ticker symbol on the OTC will remain "ATTO". The delisting will only affect the shares of Atento S.A. at a holding company level and so will not affect business operations. Atento will continue to have reporting obligations under the Securities Exchange Act of 1934, as amended. The delisting is contemplated as part of the comprehensive financial restructuring plan to significantly deleverage Atento's balance sheet, set out in the restructuring support agreement entered into by Atento and certain of its financial stakeholders, previously announced on July 3, 2023. The restructuring plan provides for interim financing to a comprehensive financial restructuring aimed at optimizing financial and operational efficiency and driving long-term growth. About Atento Atento -- http://www.atento.com/-- is the largest provider of customer relationship management and business process outsourcing ("CRM BPO") services in Latin America and one of the leading providers worldwide. Atento is also one of the leading providers of nearshoring CRM BPO services for companies operating in the United States. Since 1999, the Company has developed its business model in 16 countries, employing approximately 135,000 people. Atento has more than 400 clients, offering a wide range of CRM BPO services through multiple channels. Atento's clients are mostly leading multinational companies in telecommunications, banking and financial services, healthcare, retail and public administration sectors. Atento shares trade under the symbol ATTO on the New York Stock Exchange (NYSE). In 2019, Atento was named one of the 25 best multinational companies in the world and one of the best multinationals to work for in Latin America by Great Place to Work(R). In addition, in 2021, Everest named Atento as a "star performer". Gartner has named the Company two consecutive years a leader in its Magic Quadrant since 2021. AVINGER INC: Posts $5.4 Million Net Loss in Second Quarter ---------------------------------------------------------- Avinger, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $5.39 million on $2.04 million of revenues for the three months ended June 30, 2023, compared to a net loss applicable to common stockholders of $5.34 million on $2.13 million of revenues for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss applicable to common stockholders of $11.25 million on $3.93 million of revenues compared to a net loss applicable to common stockholders of $16.72 million on $4.02 million of revenues for the same period during the prior year. As of June 30, 2023, the Company had $16.94 million in total assets, $23.53 million in total liabilities, and a total stockholders' deficit of $6.59 million. Agile said, "The Company can provide no assurance that it will be successful in raising funds pursuant to additional equity or debt financings or that such funds will be raised at prices that do not create substantial dilution for its existing stockholders. Given the volatility in the Company's stock price, any financing that the Company may undertake in the next twelve months could cause substantial dilution to its existing stockholders, and there can be no assurance that the Company will be successful in acquiring additional funding at levels sufficient to fund its various endeavors. These conditions raise substantial doubt about the Company's ability to continue as a going concern. In addition, the after-effects of COVID-19 pandemic and the macroeconomic environment have in the past resulted in and could continue to result in reduced consumer and investor confidence, instability in the credit and financial markets, volatile corporate profits, restrictions on elective medical procedures, and reduced business and consumer spending, which could increase the cost of capital and/or limit the availability of capital to the Company. "If the Company is unable to raise additional capital in sufficient amounts or on terms acceptable to it, the Company may have to significantly reduce its operations or delay, scale back or discontinue the development and sale of one or more of its products." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1506928/000143774923020931/avgr20230630_10q.htm About Avinger Headquartered in Redwood City, California, Avinger, Inc. -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of $27.24 million for the year ended Dec. 31, 2022, a net loss applicable to common stockholders of $21.59 million for the year ended Dec. 31, 2021, a net loss applicable to common stockholders of $22.87 million for the year ended Dec. 31, 2020, a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, and a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. San Francisco, California-based Moss Adams LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 15, 2023, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. BED BATH & BEYOND: Seeks Conditional Approval of Plan Disclosures ----------------------------------------------------------------- Bed Bath & Beyond Inc., et al., filed a motion for an order (I) (A) conditionally approving the adequacy of the Disclosure Statement, and scheduling a combined Disclosure Statement approval and Plan confirmation hearing. After months of arm's-length, good faith negotiations with their funded debtholders, Bed Bath & Beyond Inc. and its affiliated Debtors commenced Chapter 11 cases with committed postpetition financing in the form of the DIP Facility to facilitate an expeditious and cost-efficient process to maximize the value of their estates for the benefit of all stakeholders. That process had been a dual track one: while immediately initiating an orderly winddown of their business operations through a liquidation of their inventory and brick-and-mortar stores, the Debtors simultaneously pursued a sale or other disposition of their remaining assets as a going-concern or otherwise. The Debtors' progress in advancing the dual-track process throughout these cases has been substantial and no small feat. That is largely due to the flexibility and attention of this Court and the tireless efforts of the Debtors' management team, the Debtors' secured lenders, the Committee, the Debtors' landlord counterparties, and other key stakeholders. Following the U.S. Trustee's appointment of the official committee of unsecured creditors on May 5, 2023, the Debtors promptly engaged in a robust diligence sharing process with the Committee and its advisors to educate them on the Debtors' businesses and bring them up to speed on the developments in the cases. Not long thereafter, the Debtors, the Committee, and the DIP Lenders reached a comprehensive, negotiated settlement on various issues relating to, among other things, the distribution of proceeds of the Debtors' assets, which was memorialized in the Final DIP Order (the "DIP Settlement"). The DIP Settlement critically coalesced stakeholder consensus around the Debtors' expected path to confirmation and provided an avenue for potential recovery for the Debtors' general unsecured creditors. On top of the DIP Settlement, the Debtors' sustained efforts to monetize their assets and recover estate property has proceeded rapidly and effectively. Following a robust marketing process that began prepetition and continued postpetition, as well as an auction, the Debtors obtained approval of a sale of certain intellectual property assets of the Bed Bath & Beyond banner to Overstock.com, Inc. for a purchase price of $21.5 million in cash consideration. Additionally, the Debtors obtained approval of a sale of the intellectual property assets of the buybuy BABY banner to Dream On Me, Inc. for approximately $15.5 million. Monetization of the valuable intellectual property assets of the Debtors' key business banners provides hope for the continued use and revitalization of the Debtors' storied brands. In addition to these sales, the Debtors continue to successfully monetize their inventory pursuant to the relief granted in the Store Closing Order and their under-market leasehold interests, including through the court-approved procedure to sell or dispose of their lease assets and designation rights related thereto. In conjunction with the foregoing efforts, the Debtors and their advisors advanced the drafting and negotiation of the Plan and the Disclosure Statement. And contemporaneously with the filing of this Motion, the Debtors filed the Plan and Disclosure Statement. At a high level, the Plan vests the Debtors' assets in the Wind-Down Debtors, who, at the direction of the Plan Administrator and oversight from the Oversight Committee, will be responsible for monetizing and thereafter distributing such assets to Holders of Allowed Claims in accordance with the waterfall terms of the Plan. The Plan, which is the culmination of months of good-faith, hard fought discussions between the Debtors, the DIP Lenders, and the Committee, represents the best currently available path to maximize recoveries for the Debtors' stakeholders. Critically, it is supported by the Committee and the DIP Lenders. The Debtors are mindful of the expedited timeline of these Chapter 11 Cases, as mandated by the milestones agreed to in the Final DIP Order and the budget governing the funding of these cases. The Debtors believe that this timeline, while expedited, provides the Debtors the time required to facilitate a value-maximizing winddown while providing parties in interest adequate notice and opportunity to participate in the process. As a result, the Debtors seek to obtain conditional approval of the adequacy of the Disclosure Statement in order to commence solicitation of votes on the Plan on the proposed schedule set forth herein and to schedule a joint hearing to consider the adequacy of the Disclosure Statement on a final basis and confirmation of the Plan. The Combined Hearing will streamline and expedite the confirmation process and save the Debtors from additional administrative expenses that a two-stage process would require. The Debtors proposed this timeline: * The Disclosure Statement Objection Deadline will be on July 27, 2023 at 4:00 p.m., prevailing Eastern Time. * The Voting Record Date will be on July 28, 2023. * The Publication Deadline is 5 business days following entry of the Order (or as soon as reasonably practicable thereafter). * The Conditional Disclosure Statement Hearing will be on August 1, 2023 at 2:30 p.m., prevailing Eastern Time. * The Solicitation Deadline is 3 business days following entry of the Order (or as soon as reasonably practicable thereafter). * The Plan Supplement Filing Deadline is the date that is no later than 14 days prior to the Voting Deadline. * The Combined Objection Deadline will be on September 1, 2023 at 4:00 p.m., prevailing Eastern Time. * The Voting Deadline will be on September 1, 2023 at 4:00 p.m., prevailing Eastern Time. * The Deadline to File Certification of Balloting will be on September 4, 2023. * The Confirmation Brief Deadline will be on September 6, 2023. * The Combined Reply Deadline will be on September 6, 2023. * The Combined Hearing Date will be on September 7, 2023, at 2:30 p.m., prevailing Eastern Time. Co-Counsel for the Debtors: Joshua A. Sussberg, P.C., Esq. Emily E. Geier, P.C., Esq. Derek I. Hunter, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com emily.geier@kirkland.com derek.hunter@kirkland.com - and - Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 E-mail: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operates under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. At its peak, Bed Bath & Beyond operated the largest home furnishing retailer in the United States with over 970 stores across all 50 states, consistently at the forefront of major home and bath trends. Operating stores spanning the United States, Canada, Mexico, and Puerto Rico, Bed Bath & Beyond offers everything from bed linens to cookware to electric appliances, home organization, baby care, and more. Bed Bath & Beyond closed over 430 locations across the United States and Canada before filing chapter 11 cases, implementing full scale winddowns of their Canadian business and the Harmon branded stores. Left with 360 Bed Bath & Beyond and 120 buybuy BABY stores, Bed Bath & Beyond Inc. and 73 affiliated debtors on April 23, 2023, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code to pursue a wind down of operations. The cases are pending before the Honorable Vincent F. Papalia and have requested joint administration of the cases under Bankr. D.N.J. Lead Case No. 23-13359. Kirkland & Ellis LLP and Cole Schotz P.C. are serving as legal counsel, Lazard Frares & Co. LLC is serving as investment banker, and AlixPartners LLP is serving as financial advisor. Bed Bath & Beyond Inc. has retained Hilco Merchant Resources LLC to assist with inventory sales. Kroll LLC is the claims agent. BHD SLT: Seeks to Hire Gonzales & Associates as Accountant ---------------------------------------------------------- BHD SLT, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of California to employ Gonzales & Associates, Inc. as its accountant. The Debtor requires an accountant to prepare its monthly operating reports and tax returns; assist with general accounting and reporting compliance; and assist with its reorganization efforts. Gonzales & Associates will charge these hourly fees: Gene Gonzales $395 CPA Managers $225 Staff Accountant $210 In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Gene Gonzales, a member of Gonzales & Associates, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gene Gonzales, CPA Gonzales & Associates, Inc. 855 University Avenue Sacramento, CA 95825 Phone (916) 614-9009 ext. 102 Email geneg@gonzalescpa.net About BHD SLT BHD SLT, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-21573) on May 15, 2023, with as much as $50,000 in both assets and liabilities. David Sousa has been appointed as Subchapter V trustee. Judge Fredrick E. Clement oversees the case. The Debtor tapped Stephen M. Reynolds, Esq., at Reynolds Law Corporation as bankruptcy counsel and Gonzales & Associates, Inc. as accountant. BIG ERICS: Files Notice of Intention to Make BIA Proposal --------------------------------------------------------- Big Erics Inc. ("BEI") and Terra Nova Old Port Foods Inc. ("TNOPFI") ("Companies") filed Notices of Intention to Make a Proposal ("NOIs") pursuant to the restructuring provisions of the Bankruptcy and Insolvency Act. Upon filing the NOIs, Grant Thornton Limited, a Licensed Insolvency Trustee, was appointed as trustee under the proceedings. On July 18, 2023, the Companies filed an application with the Supreme Court of Newfoundland and Labrador pursuant to the Companies' Creditors Arrange Act ("CCAA") to convert the NOIs proceedings into proceedings under the CCAA. The Court granted the application and an Initial Order, which is found below. Grant Thornton Limited, a Licensed Insolvency Trustee, was appointed as monitor ("Monitor") under the proceedings. The Court has scheduled a Comeback Hearing on July 28, 2023 whereby the Companies will be seeking an application, among other things, for an extension of the Stay of Proceedings and to continue to CCAA proceedings. Details of the Comeback Hearing, including the monitors First Report, initial order, copies of the materials filed in the CCAA proceedings can be accessed from https://GrantThornton.ca/BigErics or on request by a representative of the Monitor, Corey Hines: Tel: 902-491-7704, Email: Corey.Hines@ca.gt.com. Big Erics Inc. -- https://bigerics.com/ -- provides equipment and industrial chemicals for the hospitality and restaurant. BLUE LIGHTNING: Taps Ritchie Bros., IronPlanet as Sales Agents -------------------------------------------------------------- Blue Lightning Holdings, Inc. and its affiliates received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ritchie Bros. Auctioneers (America) Inc., and Ironplanet, Inc. as their agents to sell certain assets. The firm will be entitled to a commission based on the gross sale price of each piece of equipment as follows: (a) 15 percent to 10 percent for any lot in excess of US$2,500; and (b) 25 percent for any lot realizing US$2,500 or less, with a minimum fee of US$100 per lot. As disclosed in court filings, Ritchie Bros. and IronPlanet are "disinterested" pursuant to Section 101(14) of the Bankruptcy Code. The firms can be reached through: Deanna Broadbent Ritchie Bros. Auctioneers (America) Inc. IronPlanet, Inc. 4000 Pine Lake Road Lincoln, NE 68516 Phone: 402-421-3631 Email: deannabroadbent@rbauction.com About Blue Lightning Holdings Blue Lightning Holdings, Inc. and its affiliates filed voluntary petitions for Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-41064) on April 15, 2023. At the time of the filing, Blue Lightning Holdings reported as much as $50,000 in assets and $1 million to $10 million in liabilities. Judge Mark X. Mullin oversees the cases. The Debtors tapped Howard Marc Spector, Esq., at Spector & Cox, PLLC as legal counsel and Sabrina Hill, CPA, PLLC as accountant. BRIAN SMITH LAW OFFICES: Aug. 15 Hearing on Disclosure Statement ---------------------------------------------------------------- The Bankruptcy Court has entered an order conditionally approving the Disclosure Statement of Law Offices of Brian Smith LLC. The Court will convene a hearing to consider final approval of the Disclosure Statement and confirmation of the Plan on August 15, 2023 at 10:30 AM at the Clement F. Haynsworth Federal Building and U.S. Courthouse, 300 East Washington Street Greenville, South Carolina. On or before August 11, 2023, any creditor or party in interest that wishes to object to confirmation of the Plan must file and serve the objection. On or before August 11, 2023, all creditors and other parties in interest entitled to vote on the Plan must file their written acceptance or rejection of the Plan. Ballots must be either filed electronically or mailed to the Court at 1100 Laurel Street, Columbia, SC 29201. Attorney for the Proponent of Plan: Robert H. Cooper, Esq. THE COOPER LAW FIRM 150 Milestone Way, Suite B Greenville, SC 29615 About Law Offices of Brian Smith The Law Offices of Brian Smith, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-00235) on Jan. 25, 2023, with $1 million to $10 million in both assets and liabilities. Brian Smith, owner and managing member, signed the petition. Judge Helen E. Burris oversees the case. The Debtor tapped Robert H. Cooper, Esq., at Cooper Law Firm as bankruptcy counsel; Ballard & Watson as special counsel; and Ballard Forensics, LLC as accountant. Equal Justice Access Fund LP, as lender, is represented by Weyman C. Carter, Esq., at Burr & Forman, LLP. BULGARIAN BAR: Seeks Extension to File Plan Until Nov. 8 -------------------------------------------------------- Bulgarian Bar Inc. d/b/a BG Bar Inc., filed a motion to extend the time to file a Chapter 11 Small Business Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Section 1121(e). The Debtor requests a brief extension of the time period to file a Plan of Reorganization (as hereinafter defined) through and including Nov. 8, 2023, pursuant to Section 1121(e) of the Bankruptcy Code, without prejudice to the Debtor's right to seek an additional extension of such period. Bulgarian Bar Inc. is a small business Debtor as defined by 11 U.S.C. Section 101(51C). The Debtor's periods to file the Plan of reorganization and Disclosure statement are currently set to expire on August 10, 2023. This sixth extension is not made for the purpose of delay. The sixth requested extension of the time period to file a plan is necessary due to the fact, that the time to file a plan is set to expire on August 10, 2023, and the Debtor needs an additional time to resolve the claim filed by Ketevan (Keti) Chichinadze (the "FLSA Creditor"), since the automatic stay imposed by section 362(a) of the Bankruptcy Code was modified under section 362(d) of the Bankruptcy Code as to permit the District Court Action, including but not limited to any pretrial and trial proceedings, to proceed against the Debtor, for the purpose of determining any amount of FLSA Creditor's claim against the Debtor. Consequently, the Debtor needs an additional time to proceed in an action pending in the United States District Court for the Southern District of New York under Index 1:18-cv-08069 and thereafter to file plan of reorganization and disclosure statement. Further, the Debtor needs a time to renegotiate the terms of the Settlement agreement, reached with the Landlord, CAJ 113 LUDLOW CORP due to changes in circumstances. Counsel for the Debtor: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347)342-3156 E-mail: alla@kachanlaw.com About Bulgarian Bar Bulgarian Bar, Inc., sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-40264) on Feb. 15, 2022, listing as much as $500,000 in both assets and liabilities. Judge Jil Mazer-Marino presides over 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. CAMECO TECHNOLOGIES: Court Approves Amended Disclosure Statement ---------------------------------------------------------------- Judge Katherine A. Constantine has entered an order approving the Amended Disclosure Statement filed by Cameco Technologies, LLC, regarding the Modified Plan filed on July 20, 2023. The Acting United States Trustee (UST) said it has no objection to the conditional approval of the modified Chapter 11 Plan and Second Amended Disclosure Statement. A hearing to consider final approval of the Amended Disclosure Statement and confirmation of the Modified Plan will be held on August 30, 2023, at 10:00 a.m. in Courtroom 8 West, Diana E. Murphy United States Courthouse, 300 South Fourth Street, Minneapolis, Minnesota. An objection to the Amended Disclosure Statement or confirmation of the Modified Plan must be made under Local Rule 3020-1(a). Seven days prior to the hearing is the last day to timely file and transmit an objection. Five days prior to the hearing is fixed as the last day to timely file the ballots to accept or reject the Modified Plan. The attorney for the proponent must count the ballots and file a report of the tabulation not later than 24 hours before the hearing. August 30, 2023, which is the first date set for the hearing on confirmation, is fixed as the last day to file a complaint objecting to the Debtor's discharge. 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. CARNIVAL CORP: S&P Rates New $1BB Term Loan B Due 2027 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '1' recovery rating to Carnival Corp.'s proposed $1 billion term loan B (TLB) due 2027. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a default. The company plans to use the proceeds from this TLB to repay a portion of its $1.8 billion term loan due 2025. Management has indicated that it also may raise $500 million of other secured debt maturing in 2029. S&P expects to assign its 'BB-' issue-level rating and '1' recovery rating to this proposed debt when it is launched. The company also plans to use cash from its balance sheet to redeem $1.2 billion of second-lien notes due 2026. S&P said, "Despite the expected $1.2 billion of debt reduction, the proposed transaction does not materially affect our forecasted credit measures because we net Carnival's excess cash that we believe is available for debt repayment." However, the planned refinancing transaction and debt repayment will extend the company's maturities and reduce its cash interest expense. Additionally, the debt repayment will modestly improve the recovery prospects for Carnival's unsecured lenders, though the reduction is not significant enough to warrant revised recovery ratings. That said, S&P revised its rounded estimate for the unsecured debt with subsidiary guarantees to 45% (from 40% prior to the planned redemption) and its rounded estimate for the debt with parent guarantees to 25% (from 20%). These revisions reflect that the reduction in the company's second-lien debt will provide approximately $1.2 billion of incremental residual value, after satisfying the first- and second-lien secured debt claims, to cover unsecured claims. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P assigned its 'BB-' issue-level rating and '1' recovery rating to Carnival's proposed $1 billion TLB due 2027. The '1' recovery rating indicates our expectation for very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a default. -- S&P's 'BB-' issue-level rating and '1' recovery rating on Carnival's other first- and second-lien secured debt are unchanged. -- S&P said, "Our issue-level rating on Carnival's priority senior notes is 'B+'. The '2' recovery rating indicates our expectation for substantial (70%-90%; rounded estimate: 85%) recovery. While our estimated recovery for the priority senior notes would indicate a recovery rating of '1' (90%-100%), we cap our recovery ratings on the unsecured debt issued by companies we rate in the 'B' category at '2'. This cap reflects that their recovery prospects are at greater risk of being impaired by the issuance of additional priority or pari passu debt prior to default." -- S&P's issue-level rating on Carnival's unsecured debt with subsidiary guarantees is 'B'. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate 45%) recovery for lenders in the event of a default. -- S&P's issue-level rating on Carnival's unsecured debt without subsidiary guarantees is 'B-'. The '5' recovery rating indicates our expectation for modest (10%-30%; rounded estimate 25%) recovery for lenders in the event of a default. Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring by 2026 due to a significant decline in the company's cash flow from permanently impaired demand for cruises following the negative publicity and travel advisories during the COVID-19 pandemic, a prolonged economic downturn, or increased competitive pressures. -- S&P's estimate of the unsecured claims that benefit from subsidiary guarantees includes new ship debt that it expects Carnival will incur before the year of default. -- S&P estimates a gross enterprise value (EV) at emergence of about $24 billion by applying a 7x multiple to our estimate of the company's EBITDA at emergence. S&P uses a multiple that is at the high end of its range for leisure companies to reflect Carnival's good position in the cruise industry, which is a small but underpenetrated segment of the overall travel and vacation industry. -- S&P allocates its estimate of gross EV at emergence among secured and unsecured claims based on its understanding of the contributions, by asset value, of the parent (Carnival Corp. and Carnival PLC), Carnival Holdings (Bermuda) Ltd., Carnival Holdings (Bermuda) II Ltd. (the new revolver borrower), and the subsidiary guarantors. -- S&P assumes that of its estimated gross EV at emergence, about 57% is available to cover the first- and second-priority secured claims, about 22% is available to cover the unsecured claims at Carnival Holdings (a subsidiary that owns 12 vessels backing priority senior notes), about 13% is at remaining unencumbered vessels and is available to cover the unsecured claims that benefit from subsidiary guarantees, and about 8% is available to cover revolver claims at Carnival Holdings II. -- S&P said, "Under our analysis, about $12.7 billion of its net EV would be available to cover its secured claims. After satisfying the first- and second-priority secured claims, the remaining value we estimate at about $4.3 billion would be allocated among the claims that benefit from subsidiary guarantees and those that only benefit from parent guarantees. This is because it is our understanding that a material portion of the collateral sits at the subsidiary guarantors. Under our analysis, about $4.9 billion of net EV would be available to cover priority senior notes claims of Carnival Holdings. The residual value of about $2.7 billion would flow to parent Carnival Corp. and be available to cover other unsecured claims guaranteed by the parent." -- S&P said, "We estimate that about $5.5 billion of the EV at default will be directly available to unsecured debt benefiting from subsidiary guarantees This includes $2.6 billion of residual collateral value, after satisfying various secured claims, and an additional $2.9 billion, which is our estimated value of the remaining unencumbered vessels after carving out the vessels contributed to Carnival Holdings and being contributed to Carnival Holdings II. The $5.5 billion of total value only partially covers our estimate of the unsecured debt with subsidiary guarantees at default. We assume these deficiency claims are pari passu with the unsecured debt that only benefit from parent guarantees." -- S&P estimates there is about $4.4 billion of residual EV at default after satisfying other debt claims that will be available to the unsecured debt that has only parent guarantees. This includes $1.7 billion of residual collateral value, after satisfying various secured claims, and an additional $2.7 billion, which reflects the residual value at Carnival Holdings after fully repaying the new priority notes. The total value of $4.4 billion only partially covers our estimate of those unsecured claims and pari passu deficiency claims at default. -- A new $2.1 billion revolving credit facility issued by Carnival Holdings II will replace Carnival's existing $2.9 billion revolving credit facility upon its maturity in August 2024. S&P assumes Carnival is able to increase the commitments under the accordion feature in the new revolver to $2.9 billion, the facility is 85% drawn at default, and its maturity is extended to the year of default. -- S&P said, "Under our analysis, the value that we attribute to Carnival Holdings II is not sufficient to cover our estimate of revolving credit facility claims at default. We assume this deficiency claim ranks pari passu with the company's unsecured debt with subsidiary guarantees." Simplified waterfall -- Emergence EBITDA: $3.4 billion -- EBITDA multiple: 7x -- Gross EV: $24 billion -- Net EV (after 7% administrative expenses): $22 billion -- Value attributable to secured/priority unsecured claims/unsecured claims/unsecured revolver claims: $12.7 billion/$4.9 billion/$2.9 billion/$1.7 billion -- Value available to first-lien secured claims: $12.7 billion -- Estimated first-lien secured claims at default: $7.5 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to second-lien secured claims: $5.2 billion -- Estimated second-lien secured claims at default: $0.9 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Residual value available from collateral after satisfying first- and second-lien secured claims: $4.3 billion -- Residual value available from collateral for unsecured claims that benefit from subsidiary guarantees (export credit facilities, the 2026, 2027, 2029, and 2023 notes, the 2023 and 2024 convertible notes, bi-lateral bank facilities, and the new revolver deficiency claims): $2.6 billion -- Residual value available from collateral for unsecured debt that benefits from parent guarantees: $1.7 billion -- Value available to the Carnival Holdings priority senior notes claims: $4.9 billion -- Estimated priority senior notes claims at default: $2.1 billion --Recovery expectations: Capped at 70%-90% (rounded estimate: 85%) -- Residual value from Carnival Holdings available for unsecured claims that benefit from parent guarantees: $2.7 billion -- Value available to unsecured claims that benefit from subsidiary guarantees: $5.5 billion -- Pro rata share of parent value: $4.2 billion -- Total value available to unsecured claims that benefit from subsidiary guarantees: $9.7 billion -- Estimated unsecured claims that benefit from subsidiary guarantees at default: $21.5 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) -- Value available to unsecured debt with only parent guarantees: About $220 million -- Unsecured claims with only parent guarantees at default: $830 million --Recovery expectations: 10%-30% (rounded estimate: 25%) Note: All debt amounts include six months of prepetition interest. CENTER FOR AUTISM: Names Three Winning Bidders for Assets --------------------------------------------------------- Center for Autism and Related Disorders (CARD(R)) on July 27, 2023, disclosed that Pantogran, LLC, Proud Moments ABA, and New Story have been named the winning bidders to acquire substantially all of CARD's assets following a comprehensive sale process and a competitive auction conducted under Section 363 of the U.S. Bankruptcy Code. Pantogran, LLC is led by CARD founder and former CEO Dr. Doreen Granpeesheh. Proud Moments ABA is a national provider of ABA services, and New Story is a leading provider of special and alternative education and pediatric mental health services. The United States Bankruptcy Court for the Southern District of Texas approved all transaction agreements at a hearing that took place on July 26, 2023. Under the terms of the agreements: -- Pantogran, LLC, is acquiring 112 centers across the United States, including the centers located in Mamaroneck, New York and Bayside, New York. Pantogran, LLC, is also acquiring all intellectual property and longitudinal data including CARD's clinical database, Skills(R) Global. -- Proud Moments is acquiring 2 centers in Nevada, 1 center in New Jersey and 3 centers in New York not being acquired by Pantogran. -- New Story is acquiring all locations in Virginia, including 3 special education schools and 9 ABA centers. "We are pleased to have reached an outcome that ensures our centers will stay open and our patients will continue to receive outstanding care," said Jennifer Webster, Chief Executive Officer of CARD. "Both Dr. Granpeesheh and the teams at Proud Moments and New Story bring considerable expertise and track records of excellence in this space, and I am confident our patients are in good hands. I would also like to acknowledge the entire CARD team for their unwavering focus and steadfast commitment to our patients throughout this process." "I am eager and excited to get back to work helping CARD families and supporting CARD's clinical teams. I have closely followed CARD's journey over the past few years and look forward to coming back to lead its next chapter," said Dr. Granpeesheh. "When I realized that Proud Moments and New Story were interested in acquiring certain CARD locations, I seized the opportunity to involve providers that share my commitment to top-quality ABA and special education. Their involvement will provide critical resources to meet patients' needs in the locations they are acquiring, and I am confident that Proud Moments and New Story will be strong stewards of those centers." "[Thurs]day's announcement is a testament to our commitment to the population we serve as we add CARD's six centers to our portfolio and position Proud Moments to serve more patients across the autism community," said Matt Henn, CEO of Proud Moments ABA. "We are eager to build on CARD's legacy of industry-leading clinical care at these locations." "Given our experience in providing comprehensive services and support to students throughout the United States, we are excited to add the CARD Centers and Academies in Virginia to the New Story family," added Jon Bicknell, CEO of New Story. "We look forward to providing the same warm and passionate care patients and their families have come to expect." The transactions are subject to certain closing conditions and are expected to close by August 25, 2023. Additional information regarding the court-supervised process is available at https://cardrestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the company's claims agent, Stretto, at https://cases.stretto.com/CARD, by calling Stretto toll-free at (855) 925-7872 (or +1 (949) 892-1668 for calls originating outside of the U.S.), or by sending an email to TeamCARD@stretto.com. Advisors Livingstone Partners is serving as financial advisor to CARD, Kirkland & Ellis is serving as its legal advisor and Portage Point Partners is serving as restructuring advisor, with Steven Shenker serving as Chief Restructuring Officer. Calex Partners is serving as exclusive financial advisor, Nevers, Palazzo, Packard, Wildermuth & Wynner is serving as legal advisor, and Locke Lord is serving as bankruptcy and restructuring counsel to Dr. Granpeesheh and Pantogran, LLC. Fredrikson & Byron P.A. is serving as legal advisor to Proud Moments ABA and New Story. About Proud Moments ABA Proud Moments is an industry leading provider of applied behavioral analysis therapy for children diagnosed on the Autism Spectrum. It is its mission to provide the Gold Standard of Care and expand access to all families seeking ABA therapy. For more information, visit www.proudmomentsaba.com. New Story New Story is a provider of special and alternative education and therapeutic services. New Story offers integrated academic and therapeutic programming to children and young adults with autism spectrum disorder, mental illness, emotional and behavioral challenges. For more information, visit www.newstory.com/. About Center for Autism and Related Disorders Center for Autism and Related Disorders, LLC provides treatment for individuals diagnosed with autism spectrum disorder (ASD). CARD primarily provides treatments through "center-based services," which are one-to-one ABA sessions for children, teens, and adults that take place at a CARD treatment center rather than at a patient's home. Center for Autism and its debtor-affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90709) on June 11, 2023. At the time of the filing, the Debtors disclosed $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as bankruptcy counse, Jackson Walker LLP as local bankruptcy counsel, Triple P RTS, LLC as restructuring advisor, Livingstone Partners LLC as financial advisor and investment banker, and Stretto, Inc. as claims agent. James Ktsanes, Esq., at Latham & Watkins LLP, and Timothy A. (Tad) Davidson II, Esq., at Hunton Andrews Kurth LLP, serve as counsel to the DIP Lender, Ares Capital Corp. CENTER FOR AUTISM: Taps Jackson Walker as Conflicts Counsel ----------------------------------------------------------- Center for Autism and Related Disorders, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Jackson Walker, LLP as conflicts counsel and as co-counsel with Kirkland and Ellis. The firm's services include: (a) advising the Debtors on local rules, practices and procedures, including Fifth Circuit law; (b) providing certain services in connection with the administration of the Debtors' Chapter 11 cases; (c) reviewing and commenting on proposed drafts of pleadings to be filed with the bankruptcy court; (d) at the request of the Debtors, appearing in court and at any meeting with the U.S. trustee or creditors; (e) providing legal advice on any matter where Kirkland and Ellis may have a conflict or as needed based on specialization. (e) perform all other services. The hourly rates of Jackson Walker's attorneys and staff are as follows: Partners $750 - $1,075 Associates $475 - $750 Paraprofessionals $230 - $250 In addition, the firm will seek reimbursement for expenses incurred. The Debtors paid an initial retainer to the firm in the amount of $115,000 for services performed and to be performed in connection with their Chapter 11 filing. Jackson Walker provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. The firm and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by the firm is appropriate and is not significantly different from (i) the rates that the Debtors charge for other non-bankruptcy representatives or (ii) the rates of other comparably skilled professionals. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by the firm in representing the Debtors are consistent with the rates that the firm charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Lead counsel Matthew Cavenaugh's hourly rate is $1,045. The rates of other restructuring attorneys at the firm range from $475 to $1,075 an hour while the paraprofessional rates range from $230 to $250 per hour. The firm represented the Debtors during the weeks immediately before the petition date using the foregoing hourly rates. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The firm has not prepared a budget and staffing plan. Mr. Cavenaugh, a partner at Jackson Walker, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew D. Cavenaugh, Esq. Jackson Walker, LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com About Center for Autism and Related Disorders Center for Autism and Related Disorders, LLC provides treatment for individuals diagnosed with autism spectrum disorder (ASD). CARD primarily provides treatments through "center-based services," which are one-to-one ABA sessions for children, teens, and adults that take place at a CARD treatment center rather than at a patient's home. Center for Autism and Related Disorders LLC and its debtor affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90709) on June 11, 2023. In the petition signed by Jennifer Webster, the Debtors disclosed up to $100 million in assets and up to $500 million in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland and Ellis, LLP and Kirkland and Ellis International, LLP as bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; Triple P RTS, LLC as restructuring advisor; Livingstone Partners, LLC as financial advisor and investment banker; and Stretto, Inc. as claims agent. James Ktsanes, Esq., at Latham & Watkins, LLP and Timothy A. (Tad) Davidson II, Esq., at Hunton Andrews Kurth, LLP, serve as counsel to the DIP lender, Ares Capital Corp. CENTRALIA APARTMENTS: Seeks 45-Day Extension to File Plan --------------------------------------------------------- Centralia Apartments filed a motion to extend the deadline to file a Chapter 11 Plan and Disclosure Statement. The Debtor requests a short extension of the deadline to file the Chapter 11 Plan and Disclosure Statement for approximately 45 days to Sept. 5, 2023. The Debtor requires the extension in order to resolve various issues prior to proposing a plan of reorganization. Specifically, the Debtor is in the process of obtaining an updated appraisal in order to calculate each equity holder's interest in Debtor. The appraisal and valuation of Debtor's equity interest holders are key to Debtor's plan of reorganization and Debtor cannot successfully reorganize without it. Moreover, the Debtor is currently in the process of preparing a motion to set a claims bar date in this case. Until the Debtor is aware of the entire scope of the claims in this case, it will be difficult for Debtor to be able to propose the treatment of creditors in this case. Specifically, if claims are filed in excess of the equity in Debtor's assets, then the issues relating to the value of the interest holders' interests in the Debtor would become moot. See U.S.C. section 1129(b)(2)(B) (no interest holder junior to unsecured creditors may receive or retain any property under the plan unless unsecured creditors will be paid in full). Lastly, the attorney primarily responsible for representing Debtor in this bankruptcy case has been consumed with another very large case representing a Chapter 11 trustee as general counsel in the bankruptcy case of In re The Litigation Practice Group, Case No. 8:23-bk-10571-SC ("LPG"). In the approximately two months since the trustee's appointment, there have been numerous emergency motions and matters for which applications for orders shortening time have been filed. The day the Debtor's plan in this case is due is also the day scheduled for an all-day hearing on Trustee's emergency motion to sell assets in the LPG case. In order to fully and fairly finalize a plan in this case, a short extension of time is required. The proposed requested extension date is within Debtor's exclusive period of time to file a plan under 11 U.S.C. section 1121. Proposed Attorneys for Centralia Apartments: D. Edward Hays, Esq. Laila Masud, Esq. Sarah R. Hasselberger, Esq. MARSHACK HAYS WOOD LLP 870 Roosevelt Irvine, CA 92620 Telephone: (949) 333-7777 Facsimile: (949) 333-7778 E-mail: ehays@marshackhays.com lmasud@marshackhays.com shasselberger@marshackhays.com About Centralia Apartments Centralia Apartments is a Single Asset Real Estate as defined in 11 U.S.C. Section 101(51B). Centralia Apartments filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13132) on May 20, 2023. In the petition filed by Dennis G. Gesolowitz, as in-house counsel., the Debtor reported assets and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Barry Russell. The Debtor is represented by D Edward Hays, Esq. at Marshack Hays LLP. CHATTAN 1379: Case Summary & One Unsecured Creditors ---------------------------------------------------- Debtor: Chattan 1379, LLC 151 Scarlet Way Leesburg, GA 31763 Business Description: The Debtor is a lessor of real estate. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 23-10628 Debtor's Counsel: Will Geer, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta, GA 30329 Tel: 404-584-1238 Email: wgeer@rlkglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Samuel Isaiah Bora as manager. The Debtor listed Miller County Tax Commissioner as its sole unsecured creditor. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YUB7DVI/Chattan_1379_LLC__gambke-23-10628__0001.0.pdf?mcid=tGE4TAMA COMMUNITY HEALTH: Will Sell 3 Hospitals to Tampa General -------------------------------------------------------- Community Health Systems, Inc. (NYSE: CYH) announced July 24, 2023, that subsidiaries of the Company have signed a definitive agreement to sell 120-bed Bravera Health Brooksville in Brooksville, Florida, 128-bed Bravera Health Seven Rivers in Crystal River, Florida, 124-bed Bravera Health Spring Hill in Spring Hill, Florida, and their associated assets to Tampa General Hospital and certain of its affiliates for cash consideration of $280 million, excluding anticipated purchase price adjustments for net working capital and the amount of capital leases assumed by the buyer. Total cash consideration to be received, inclusive of these items, is estimated to be approximately $290 million. The transaction is expected to close later this year, subject to customary regulatory approvals and closing conditions. The divestiture of these hospitals is among the additional potential transactions highlighted on the Company's first quarter 2023 earnings call. About Community Health Systems Community Health Systems, Inc. is one of the nation's largest healthcare companies. The Company's affiliates are leading providers of healthcare services, developing and operating healthcare delivery systems in 43 distinct markets across 15 states. CHS subsidiaries own or lease 77 affiliated hospitals with approximately 13,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. Shares in Community Health Systems, Inc. are traded on the New York Stock Exchange under the symbol "CYH." The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. More information about the Company can be found on its website at http://www.chs.net/ About Community Health Systems Community Health Systems, Inc. -- http://www.chs.net/-- is a healthcare company whose affiliates are providers of healthcare services, developing and operating healthcare delivery systems in 45 distinct markets across 16 states. As of Feb. 15, 2023, the Company's subsidiaries own or lease 79 affiliated hospitals with approximately 13,000 beds and operate more than 1,000 sites of care, including physician practices, urgent care centers, freestanding emergency departments, occupational medicine clinics, imaging centers, cancer centers and ambulatory surgery centers. CONNECTED FERTILITY: Unsecureds to Get Share of Disposable Income ----------------------------------------------------------------- Connected Fertility Monitoring PLLC submitted a Second Amended Plan of Reorganization pursuant to Title 11 of the United States Code, 11 U.S.C. Section 101 et seq. The Debtor is a North Carolina professional limited liability company organized on November 24, 2020 under the name Heather Graham MD, PLLC. Heather J. Graham, MD is the Debtor's sole member and manager. The company, which operates from leased premises in Charlotte, North Carolina, provides ultrasound testing and related lab work for fertility patients. The Debtor employs two salaried employees, including Dr. Graham, and two independently contracted sonographers. The company's gross revenues in 2022 totaled $145,084. Under the Plan, Class 5 Allowed General Unsecured Claims will be treated as unsecured obligations of the Reorganized Debtor. Each holder of an Allowed General Unsecured Claim will receive a Pro Rata Share of the Debtor's Net PDI for the three Plan years following occurrence of the Effective Date, with annual payments being made on or before, respectively, October 31 of 2024, 2025, and 2026. Class 5 is impaired. PDI is the Debtor's projected disposable income, after payment of all expenditures necessary for the continuation, preservation, or operation of the Reorganized Debtor's business. Net PDI is that amount of PDI in a Plan Year available for distribution to holders of Allowed General Unsecured Claims after payment of any Allowed Administrative Claims from PDI, if any, in such Plan Year. The Plan contemplates that distributions to Creditors will be funded from revenues generated during the Debtor's post-petition operations, the Third-Party Funds (which are being paid to the Reorganized Debtor without recourse), and the Reorganized Debtor's post-confirmation PDI as shown in the Financial Projections. Counsel for the Debtor: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 212 North McDowell Street, Suite 200 Charlotte, NC 28204 Telephone: (704) 944-6560 Facsimile: (704) 944-0380 A copy of the Second Amended Plan of Reorganization dated July 21, 2023, is available at bit.ly/450JJQl from PacerMonitor.com. About Connected Fertility Monitoring Connected Fertility Monitoring, PLLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.C. Case No. 23-30287) on April 28, 2023, with as much as $1 million in both assets and liabilities. Judge J. Craig Whitley oversees the case. The Debtor is represented by Moon Wright & Houston, PLLC. CONTOUR OPCO: Seeks to Hire SLIB II Inc as Investment Banker ------------------------------------------------------------ Contour Propco 1735 S Mission, LLC and Contour Opco 1735 S Mission, LLC seek approval from the U.S. Bankruptcy Court for the District of Nevada to hire SLIB II, Inc. as their investment banker. The Debtord seek to maximize the value of their estates through various restructuring transactions involving Estancia Senior Living, a 103-unit senior housing property located at 1735 S Mission Road, Fallbrook, Calif. SLIB II will render these services: a. familiarize itself with the Debtor's property; b. identify and recommend potential buyers of the property; c. create written materials to be used in presenting the property to prospective buyers; d. solicit and review proposals from potential buyers and make recommendations; e. assist the Debtors in negotiating a sale timeline; f. assist in negotiation definitive documents concerning the sale of the property; and g. obtain court approval for the sale of the property. The firm will receive a commission equal to 1.3 percent of the gross purchase price of the property. As disclosed in court filings, SLIB II is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jason Punzel SLIB II, Inc Senior Living Investment Brokerage 490 Pennsylvania Avenue Glen Ellyn, IL 60137 Phone: 608-209-1862 Email: punzel@slibinc.com About Contour Propco and Contour Opco Contour Propco 1735 S Mission, LLC and Contour Opco 1735 S Mission, LLC filed their petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12081) on May 23, 2023, with $10 million to $50 million in both assets and liabilities. David Daneshforooz, chief executive officer, signed the petitions. Judge Mike K. Nakagawa oversees the cases. The Debtors tapped Schwartz Law, PLLC as bankruptcy counsel and SLIB II, Inc. as investment banker. CPI LUXURY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: CPI Luxury Group 10220 Norris Ave Pacoima, CA 91331 Business Description: CPI Luxury is a producer of cultured pearls. Chapter 11 Petition Date: July 30, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11059 Judge: Hon. Victoria S. Kaufman Debtor's Counsel: M. Douglas Flahaut, Esq. ARENTFOX SCHIFF LLP 555 West Fifth Street, 48th Floor Los Angeles, CA 90013-1065 Tel: 213-629-7400 Fax: 213-629-7401 Email: douglas.flahaut@afslaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Harold Jabarian as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I6RTOAY/CPI_Luxury_Group__cacbke-23-11059__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. American Express Corporate Credit $191,741 PO Box 96001 Los Angeles, CA 90096 2. Angeperle (Intl) Trade Debt $207,659 Co., Ltd. Unit A1, 7/F Phase 1, Kaiser Estate, 41 Man Yue Street Hung Hom - Hong Kong 3. Champion Pearl Trade Debt $30,000 Co., Ltd. 3-19, 2 Chome Yamamoto-Dori Chuo-Ku Kobe 650-0003 Japan 4. Charms Findings II Corp. Trade Debt $287,761 3611 14th Ave - B01 Brooklyn, NY 11218 5. Creative Pearl, Inc. Trade Debt $54,600 29338 Kelly Court Canyon Country, CA 91387 6. Delta Group Co., Ltd. Trade Debt $204,774 C2, 1/FL, Hang Fung Indust Bldg Phase, 2, 2 Hok Yuen Street Hunghom Kowloon - Hong Kong 7. Federal Express Corp. Trade Debt $63,596 942 South Shady Grove Road Memphis, TN 38120 8. Grassmann-Blak E, Inc. Trade Debt $25,968 58 East Willow Street Millburn, NJ 07041 9. Hing Wah (Pearl (H.K.) Trade Debt $106,468 Co., Ltd. Unit B1,11/F China Insurance Building 48 Cameron Road, T.S.T. Kowloon-Hong Kong 10. Jewel Case Corporation Trade Debt $31,745 110 Dupont Drive Providence, RI 02907 11. K.G.H. Jewellery Ltd. Trade Debt $28,276 8 Dov Friedman Ramat Gan-Israel Israel, RG 52503 12. Leach - Garner Trade Debt $188,660 P.O. Box 358 49 Pearl Street Attleboro, MA 02703 13. Lee's Mfg Company, Inc. Trade Debt $72,089 Attn: Cheryl Antonacci 160 Niantic Avenue Providence, RI 02907 14. MBNA Corporation Trade Debt $55,101 1100 North King Street Wilmington, DE 19884 15. Miki Siamese Trade Debt $101,729 International Co. Gemopolis Industrial Estate 37 SOI Sukhapiban 2 SOI 31 Kwang Dokmai Khet Prawes Bangkok 10250, Thailand 16. National Chain Company Trade Debt $38,914 55 Access Road Warwick, RI 02886 17. Royal Pearl Trade Debt $34,876 Materials Grp Ltd. 16/F, China Insurance Bldg. 48 Cameron Road T.S.T. Kowloon - Hong Kong 18. Sekai Sinju Trade Debt $93,897 Export Co. Ltd. Attn: Deepak Jahveri 6/22 Kitanocho 2 Chome Chuo - Ku Kobe - Japan 19. The V-Group, Inc. Trade Debt $34,564 379 Princeton Hightstown Road Cranbury, NJ 08512 20. W.R. Cobb Company Trade Debt $35,473 Attn: Bruce Macgunnigle 800 Waterman Ave East Providence, RI 02914 CRYSTAL BLUE: Seeks to Hire Davidoff Hutcher & Citron as Counsel ---------------------------------------------------------------- Crystal Blue Party Hall and Theater, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Davidoff Hutcher & Citron, LLP. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its property and affairs; (b) negotiate with creditors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare legal papers; (d) appear before the bankruptcy court to protect the interest of the Debtor and represent them in all matters pending before the court; (e) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtor's Chapter 11 case; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of its business; (g) represent the Debtor in connection with obtaining post-petition financing; (h) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (i) perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: Attorneys $450 - $850 Paraprofessionals $195 - $260 In addition, the firm will seek reimbursement for expenses incurred. Jonathan Pasternak, Esq., an attorney at Davidoff Hutcher & Citron, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert L. Rattet, Esq. Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron, LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Telephone: (914) 381-7400 Email: rlr@dhclegal.com jsp@dhclegal.com About Crystal Blue Party Hall and Theater Crystal Blue Party Hall and Theater, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.23-42236) on June 26, 2023, with $500,001 to $1 million in both assets and liabilities. Faysal Qurashi, president, signed the petition. Judge Elizabeth S. Stong presides over the case. Davidoff Hutcher & Citron, LLP represents the Debtor as legal counsel. DUN & BRADSTREET: Moody's Assigns 'B1' CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned to Dun & Bradstreet Holdings, Inc. ("DNB") a corporate family rating of B1, a probability of default rating of B1-PD and a speculative grade liquidity ("SGL") rating of SGL-1. Concurrently, Moody's affirmed The Dun & Bradstreet Corporation's ("DNB OpCo") senior secured revolver expiring September 2025 and term loan due January 2029 at B1. The company's senior unsecured notes due December 2029 were upgraded to B3 from Caa1. Moody's assigned a B1 rating to the company's senior secured term loan due February 2026 following the completion of a repricing of this debt instrument and withdrew the ratings on the predecessor instrument. The B2 CFR, B2-PD PDR, and SGL-2 SGL rating for The Dun & Bradstreet Corporation were withdrawn. The company is a provider of trade credit as well as commercial data and analytic products to businesses worldwide. The outlook is stable. Upgrades: Issuer: Dun & Bradstreet Corporation (The) Senior Unsecured Regular Bond/Debenture, Upgraded to B3 from Caa1 Assignments: Issuer: Dun & Bradstreet Corporation (The) Senior Secured 1st Lien Term Loan, Assigned B1 Issuer: Dun & Bradstreet Holdings, Inc. Corporate Family Rating, Assigned B1 Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Affirmations: Issuer: Dun & Bradstreet Corporation (The) Senior Secured 1st Lien Bank Credit Facility, Affirmed B1 Senior Secured Bank Credit Facility, Affirmed B1 Withdrawals: Issuer: Dun & Bradstreet Corporation (The) Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Senior Secured 1st Lien Bank Credit Facility, Withdrawn, previously rated B1 Outlook Actions: Issuer: Dun & Bradstreet Corporation (The) Outlook, Remains Stable Issuer: Dun & Bradstreet Holdings, Inc. Outlook, Assigned Stable The effective upgrades of the CFR and PDR to B1 from B2 and to B1-PD from B2-PD, respectively, are driven by Moody's expectation of continued moderate improvement in DNB's operating performance over the coming 12 to 18 months fueled in part by healthy product demand, stronger pricing, as well as DNB's expansion of its ESG-related product offerings. While these growth initiatives may be constrained by execution challenges and an uncertain macroeconomic environment, Moody's expects DNB's operating momentum to drive a reduction in debt-to-EBITDA towards 4.0x by the end of 2024. Additionally, the potential for DNB to pursue debt financed acquisitions or share repurchases continues to present the risk of increased debt leverage, but Moody's expects such initiatives to fuel limited incremental debt borrowings such that DNB's credit metrics, including financial leverage, will remain consistent with comparable services industry issuers also rated in the B1 CFR category. RATINGS RATIONALE The B1 CFR reflects DNB's moderately high debt-to-EBITDA of nearly 5.0x (LTM, Moody's adjusted) as of March 31, 2023 as well as corporate governance risk given the company's concentrated equity ownership, the limited independence of its board, and potentially aggressive financial policies including debt financed acquisitions and share repurchases. Incremental risk incorporated in DNB's credit profile also stems from the highly competitive market in which the company operates. Established peers with lower costs and larger scale and new entrants capitalizing on technological innovation present a potential threat to DNB's market position. The company's credit profile is supported by its very long operating history, strong brand recognition within its target markets, and established long-term relationships with a large number of diverse customers. Additionally, the company's credit quality is bolstered by a largely subscription-oriented sales model that provides a predictable revenue base while ongoing cost reduction initiatives drive gradual expansion of DNB's strong margins and improved annual free cash flow generation approaching 10% of total debt over the next 12-18 months. DNB OpCo's B1 senior secured revolver and term loan ratings reflect DNB's B1-PD PDR and a loss given default (LGD) assessment of LGD3. The B1 senior secured ratings are consistent with the company's B1 CFR as these instruments account for the preponderance of the company's overall debt. The upgrade of the company's senior unsecured notes to B3 (LGD6) from Caa1 (LGD6) reflects the effective upgrade of the PDR to B1-PD from B2-PD. The B3 unsecured notes rating is two notches below the B1 CFR given their subordination to the company's bank debt. Moody's notes that the relatively small amount of unsecured debt in the company's capital structure provides limited first loss support to DNB OpCo's secured debt ratings. As a result, the company's instrument ratings can be very sensitive to small changes in the capital structure. Moody's considers DNB's liquidity as very good, as indicated by the SGL-1 rating. Liquidity is principally supported by cash and cash equivalents of $204.1 million as of March 31, 2023 as well as Moody's expectation for free cash flow of nearly $350 million in the coming year. Free cash flow should comfortably cover approximately $33 million of annual required first lien term loan amortization. The company's liquidity is further bolstered by $795 million of availability from its $850 million revolving credit facility maturing in September 2025. While DNB's term loans are not subject to financial covenants, the revolving credit facility includes a springing maximum net first lien leverage ratio covenant of 6.75x which Moody's anticipates that the company should be comfortably in compliance with over the next 12-15 months if it is measured. The stable outlook reflects Moody's expectation that DNB will realize annual organic revenue growth in a low-single-digit percentage range with debt-to-EBITDA (Moody's adjusted) approaching 4.0x in the coming 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's anticipates DNB will continue to grow revenues organically, sustain strong profitability margins, maintain healthy free cash flow and liquidity, maintain debt-to-EBITDA below 4.0x, and adhere to conservative financial strategies while reducing equity ownership concentration. The ratings could be downgraded if DNB experiences a deterioration in operating or financial performance or adopts more aggressive financial policies, resulting in debt/EBITDA remaining above 5.0x. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Founded in 1841 and headquartered in Jacksonville, Florida, DNB is a provider of trade credit and commercial data and analytic products. Although a public company, the equity ownership is still concentrated among affiliates of private equity investors Cannae Holdings ("Cannae") and Thomas H. Lee Partners, L.P. ("THL"). Moody's expect revenues in 2023 to approach $2.3 billion. EXPRESS PROCESSING: Unsecureds Won't Get Full Payment in Plan ------------------------------------------------------------- Express Processing, LLC submitted a Chapter 11 Plan and a Disclosure Statement. The concept of the Plan is simple: once confirmation occurs and the Plan has gone effective, the Debtor will disburse the cash on hand from the one account that was not collateralized (once it receives the funds from U.S. Bank, which thus far has declined to turn those funds over) the Debtor will disburse those funds to creditors pursuant to the priority scheme of the Bankruptcy Code. As the Plan is about to become effective, the Debtor will move to approve the final accounting and to close out the case for administrative purposes. Thereafter, the funds will be disbursed to creditors and parties in interest according (as noted) to the priority scheme of the Bankruptcy Code. Under the Plan, Class 4 General Unsecured Creditors will receive, upon the final distribution in this case, all remaining cash which has not been used to pay prior classes. The execution of the Plan will occur on the Effective Date (or upon the date the case is closed for administrative purposes whichever is later) by the distribution of all cash held by the Debtor. No funds will be paid to the equity security interests, as the amount of funds on hand are insufficient to pay creditors in Classes 1 through 4 in full. On the Effective Date, any then currently appointed directors, officers, managers or other members of any governing body will be removed from office. A copy of the Disclosure Statement dated July 19, 2023, is available at bit.ly/3Dvsivn from PacerMonitor.com. About Express Processing About Express Grain Terminals Greenwood, Mississippi-based Express Grain Terminals, LLC, produces soy products such as oil and biodiesel. Express Grains Terminals and its affiliates, Express Biodiesel, LLC and Express Processing, LLC, sought Chapter 11 protection (Bankr. N.D. Miss. Lead Case No. 21-11832) on Sept. 29, 2021. At the time of the filing, Express Grains Terminals listed up to $50 million in assets and up to $100 million in liabilities. Judge Selene D. Maddox oversees the cases. The Law Offices of Craig M. Geno, PLLC, is the Debtors' legal counsel. UMB Bank, N.A., the Debtors' lender, is represented by Spencer Fane, LLP. On March 24, 2023, the court confirmed Express Grains Terminals' Chapter 11 plan of liquidation. Heather Williams was appointed as the liquidating trustee. FILE STORAGE: Gets OK to Hire Bayard PA as Bankruptcy Counsel ------------------------------------------------------------- File Storage Partners, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to hire Bayard, P.A. as their bankruptcy counsel. The firm's services include: a. assisting the Debtors with the preparation of reports and legal papers necessary to the administration of the Debtors' estates; b. negotiating, drafting, pursuing, and assisting the Debtors in their preparation of all documents, reports, and papers necessary for the administration of these cases; c. providing legal advice with respect to the powers and duties of the Debtors in these Chapter 11 cases in the continued operation of their businesses and management of their property, including with respect to a potential reorganization of the Debtors' businesses; d. appearing in court; e. attending meetings and negotiating with representatives of creditors, the U.S. trustee, the Subchapter V trustee, and other parties involved in the cases; f. performing all other legal services for the Debtors which may be necessary and proper in these proceedings including, but not limited to, advice in areas such as bankruptcy law, corporate law, corporate governance, employment, transactional, litigation, intellectual property, and other issues to the Debtors in connection with the Debtors' ongoing business operations; and g. other necessary legal services. Bayard's current rates range from $650 to $1,100 per hour for directors, from $400 to $500 per hour for associates, and $305 per hour for paraprofessionals. The Debtors paid Bayard retainer amounts of $20,000 on June 12 and $97,000 on June 29. Evan Miller, director at Bayard, disclosed in court filings that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Bayard can be reached at: Evan T. Miller, Esq. Bayard, P.A. 600 N. King Street, Suite 400 P.O. Box 25130 Wilmington, DE 19899 Tel: (302) 429-4242 Email: emiller@bayardlaw.com About File Storage Partners File Storage Partners, LLC offers data processing, hosting, and related services. The company is based in San Juan, P.R. File Storage Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10877) on June 30, 2023, with $12,230,623 in assets and $30,962,750 in liabilities. Timothy Furey, chief restructuring officer, signed the petition. Judge Craig T. Goldblatt oversees the case. Evan T. Miller, Esq., at Bayard, P.A. represents the Debtor as legal counsel. FORREST CONCRETE: Unsecureds Will Get 9.5 Cents on Dollar in Plan ----------------------------------------------------------------- Forrest Concrete, LLC, filed with the U.S. Bankruptcy Court for the District of South Carolina a Plan of Reorganization for Small Business dated July 25, 2023. The Debtor is a South Carolina limited liability company. Since 2006, the Debtor has been in the business of commercial construction with focus on concrete construction. The Debtor was formed by Michael P. Forrest in 2006 as a true family business. Presently, Michael P. Forrest is the sole member of the Debtor. Teresa Forrest is the ex-wife of Michael P. Forrest and currently serves as the manager for the Debtor. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $240,000 annually for a 60-month total of $1,200,000. The final Plan payment is expected to be paid on September 30, 2028. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations and future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 9.5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 5 consists of Non-Priority Unsecured Claims. General Unsecured Claims are all claims, provable and allowable, against the Debtor, other than Secured Claims, Priority Claims, or Interests. This Class is Impaired. This Class shall be paid $2,940 beginning in month 13 of Plan and $7,933 beginning in month 17 of Plan. Class 6 consists of Equity Security Holders of the Debtor. The equity interests in the Debtor held by Michael P. Forrest shall remain intact. This Class is Unimpaired. Debtor is working to engage an accountant to assist in obtaining Employee Retention Credits from the IRS. Debtor believes in this way it will be able to obtain approximately $100,000 in tax credits, which can be utilized to reduce the Class 2 claims of the IRS. Pursuant to section 363 of the Code, the Debtor proposes to sell its 2018 Dodge Ram 2500 Crew Cab to JT's Used Cars in Lexington, South Carolina for $14,000, based upon the purchase offer it has received. Proceeds from this sale, shall be used to fund Debtor's payments pursuant to this Plan. In addition to the funding sources, Debtor shall fund the plan from earnings. A full-text copy of the Plan of Reorganization dated July 25, 2023 is available at https://urlcurt.com/u?l=ramqJZ from PacerMonitor.com at no charge. Counsel to Debtor: W. Harrison Penn, Esq. Penn Law Firm P. O. Box 11332 Columbia, SC 29211-1332 Tel: (803) 771-8836 Email: hpenn@mccarthy-lawfirm.com About Forrest Concrete Forrest Concrete, LLC is a concrete contractor specializing in residential and commercial polished concrete, pervious concrete, and stamped concrete. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.S.C. Case No. 3-01171) on April 24, 2023. In the petition signed by Michael P. Forrest, its managing member, the Debtor disclosed $724,975 in assets and $2,987,912 in liabilities. Judge Elisabetta G. Gasparini oversees the case. W. Harrison Penn, Esq., at McCarthy, Reynolds, Penn, LLC, is the Debtor's legal counsel. FRANKO CATH: Amends NYC Water Board Secured Claim Pay ----------------------------------------------------- Franko Cath, LLC, submitted a First Amended Disclosure Statement describing Plan of Reorganization dated July 25, 2023. As of this date, the only claims filed in this case have been the secured claims of Wilmington and the NYC Water Board. The Debtor had no known priority or general unsecured debt as of the petition date. It is not anticipated that any priority or general unsecured claims shall be filed in this case. During the first five months in Chapter 11, the Debtor has collected rents from its residential and commercial tenants and has remitted post petition mortgage payments to Wilmington. Pursuant to the terms of the lease between the Debtor and the occupant of the commercial space at the Property, the payment of rent to the Debtor commenced in May 2023. The Debtor's commercial tenant has paid its rent on a timely basis in May, June and July 2023. Class 3 consists of the secured claim of the NYC Water Board. The outstanding balance on this obligation as of the petition date was $9,632.22. The secured claim of the NYC Water Board shall be paid with statutory interest of 4% per annum over a term of 53 months, commencing on the effective date of the Plan. Class 3 is impaired. There are no claims in this Chapter 11 case which are entitled to priority pursuant to Section 507(a)(8) of the Bankruptcy Code. In addition, there are no general unsecured claims, defined as those claims not entitled to secured status pursuant to Section 506 of the Bankruptcy Code and those claims not entitled to priority under Section 507 of the Bankruptcy Code. The Debtor estimates that the cash required to confirm the Plan will total approximately $10,500.00. The monies needed on confirmation consist of the professional fees, estimated administrative fees which may be owed to either the Office of the United States Trustee or to the Clerk of the Court at the time of confirmation, any taxing authority relating to a post petition tax obligation, and initial plan payments to Class 1 and Class 2 creditors. The Plan shall be funded from the ongoing collection of rental income generated from the Debtor's Property located at 118-09 Liberty Avenue, South Richmond Hill, New York. A full-text copy of the First Amended Disclosure Statement dated July 25, 2023 is available at https://urlcurt.com/u?l=OLU3rK from PacerMonitor.com at no charge. Attorney for Debtor: Richard S. Feinsilver, Esq. One Old Country Road, Suite 345 Carle Place, NY 11514 Tel: (516) 873-6330 Fax: (516) 873-6183 Email: feinlawny@yahoo.com About Franko Cath Franko Cath LLC owns in fee simple title a mixed-use property (store/apartments) located at 118-09 Liberty Avenue, South Richmond Hill NY valued at $1.50 million. Franko Cath LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-40484) on Jan. 13, 2023. In the petition filed by Franklin Oquendo, as managing member, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. The case is overseen by Honorable Bankruptcy Judge Nancy Hershey Lord. The Debtor is represented by Richard S. Feinsilver, Esq. GAI REMODELING: Seeks to Hire EWH Small Business Accounting ----------------------------------------------------------- GAI Remodeling, LLC and GAI Vape, LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire EWH Small Business Accounting S.C. The Debtors require an accountant to prepare monthly operating reports and projections and provide other accounting and bookkeeping services. EWH will charge a flat fee of $930 per month for the monthly services. For any additional services, the firm will charge $300 per hour. As disclosed in court filings, EWH is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jon Buerger, CPA EWH Small Business Accounting S.C. 20670 Watertown Rd Waukesha, WI 53186 Phone: 262-796-1040 About GAI Remodeling and GAI Vape GAI Remodeling LLC and GAI Vape, LLC sought protection under Chapter 11 of the U.S Bankruptcy Code (Bankr. E.D. Wis. Lead Case No. 23-22646) on June 9, 2023. In the petition signed by Hunter G. Arms, manager, the Debtors disclosed up to $1 million in both assets and liabilities. Judge G. Michael Halfenger oversees the cases. The Debtors tapped Nicholas W. Kerkman, Esq., at Kerkman and Dunn as legal counsel and EWH Small Business Accounting S.C. as accountant. GARCIA GRAIN: Gets Court Approval to Hire Mediator -------------------------------------------------- Garcia Grain Trading Corporation received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Judge Richard Schmidt, a retired judge, as mediator. Judge Schmidt's services will include preparing for and presiding over the mediation session to be participated in by the Debtor and major secured creditors in an attempt to resolve outstanding issues regarding the Debtor's operations, management and accounting; and to put together an outline of a plan of reorganization in the Debtor's Chapter 11 case. Judge Schmidt will be paid an hourly fee of $500, plus reimbursement of actual and necessary expenses. In court filings, Judge Schmidt disclosed that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Judge Schmidt can be reached at: Hon. Richard S. Schmidt The Claro Group 711 Louisiana Street, Suite 2100 Houston, TX 77002 Phone: 713-955-8402 Email: rschmidt@theclarogroup.com About Garcia Grain Trading Corp. Garcia Grain Trading Corp.'s line of business includes buying and marketing grain, dry beans, soybeans, and inedible beans. The company is based in Donna, Texas. Garcia Grain Trading sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-70028) on Feb. 17, 2023, with $10 million to $50 million in both assets and liabilities. Octavio Garcia, chief executive officer and president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, LLP represents the Debtor as legal counsel. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Jordan & Ortiz, P.C. serves as the committee's legal counsel. GUARDIAN FUND: Committee Taps McDonald Carano as Legal Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Guardian Fund, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ McDonald Carano, LLP as its legal counsel. The committee requires legal counsel to: a. give advice and assist the committee in its consultation with the Debtor relative to the administration of the Debtor's Chapter 11 case; b. participate in committee meetings; c. review and respond to inquiries from committee members and members of the committee's constituency; d. assist the committee with its formation and adoption of bylaws; e. represent the committee at court hearings and communicate with the committee regarding the issues raised as well as the decisions of the court; f. assist the committee in its examination and analysis of the conduct of the Debtor's affairs and the reason for its Chapter 11 filing; g. investigate the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business; h. review and analyze legal papers, statements of operations and schedules filed with the court by the Debtor or third parties, advise the committee as to their propriety, and, after consultation with the committee, take appropriate action; i. assist the committee in preparing legal papers in support of positions taken by the committee as well as prepare witnesses and review documents in this regard; j. apprise the court of the committee's analysis of the Debtor's operations; k. confer with the financial advisors and any other professionals retained by the committee so as to advise the committee and the court more fully of the Debtor's operations; l. assist the committee in its negotiations with the Debtor and other parties concerning the terms of any proposed plan or reorganization; m. assist the committee in its consideration of any plan of reorganization proposed by the Debtor or other parties as to whether it is in the best interest of creditors and is feasible; n. assist the committee with such other services as may contribute to the confirmation of a plan of reorganization; o. investigate the acts and conduct of prior management; p. advise and assist the committee in evaluating and prosecuting any claims that the Debtor may have against third parties; q. assist the committee in the determination of whether to, and if so, how to sell assets of the Debtor for the highest and best price; and r. other necessary legal services. The firm will charge these hourly fees: Sallie B. Armstrong, Partner $500 Misti A. Hale, Paralegal $225 As disclosed in court filings, McDonald Carano is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sallie B. Armstrong, Esq. McDonald Carano, LLP 100 West Liberty Street, 10th Floor Reno, NV 89501 Telephone: (775) 788-2000 Facsimile: (775) 788-2020 Email: sarmstrong@mcdonaldcarano.com About Guardian Fund The WendellLa and Nancy King Family Trust and several other creditors represented by Jeffrey L. Hartman filed a Chapter 7 involuntary petition (Bankr. D. Nev. Case No. 23-50117) against Guardian Fund, LLC, a company in Reno, Nev., on March 17, 2023. On April 11, 2023, Guardian Fund filed a Chapter 11 voluntary petition (Bankr. D. Nev. Case No. 23-50233). At the time of the filing, Guardian Fund reported $10 million to $50 million in assets and $50 million to $100 million in liabilities. On April 27, 2023, the Nevada bankruptcy court approved the stipulation filed in both cases by Guardian Fund and the petitioning creditors. The order directed the consolidation of the two cases, with Case No. 23-50177 as the lead case, and set the Chapter 11 petition date to March 17, 2023. Judge Natalie M. Cox oversees the case. Harris Law Practice, LLC serves as the Debtor's legal counsel. On May 10, 2023, the U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by its bankruptcy attorney, Sallie B. Armstrong, Esq. HDRMP LLC: Seeks to Hire Jones & Walden as Legal Counsel -------------------------------------------------------- HDRMP, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $250 - $450 per hour Paralegals $110 - $200 per hour Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie M. Pineyro, Esq. Jones & Walden, LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About HDRMP LLC HDRMP, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Villa Rica, Ga. HDRMP filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10775) on June 30, 2023, with $1 million to $10 million in both assets and liabilities. James W. Davis, III, manager, signed the petition. Judge Paul Baisier oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. HEART HEATING: Seeks to Hire Buechler Law Office as Counsel ----------------------------------------------------------- Heart Heating & Cooling, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Buechler Law Office, LLC. The Debtor requires legal counsel to: a. prepare necessary reports, orders and other legal papers required in the Debtor's Chapter 11 proceeding; b. represent the Debtor in any litigation, which it determines is in the best interest of the estate. c. perform other necessary legal services. K. Jamie Buechler, Esq. attorney at Buechler, 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: K. Jamie Buechler, Esq. Buechler Law Office, LLC 999 18th St., Suite 1230-S Denver, CO 80202 Phone: 720-381-0045 Fax: 720-381-0382 Email: jamie@kjblawoffice.com About Heart Heating Heart Heating & Cooling, LLC is a HVAC contractor in Colorado Springs, Colo. The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-13019) on July 11, 2023, with $2,676,312 in assets and $11,173,434 in liabilities. Joli Lofstedt, Esq., has been appointed as Subchapter V trustee. Judge Thomas B. McNamara oversees the case. K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the Debtor's counsel. HIGHPOINT ASSOCIATES XV: Taps Bronson Law Offices as Counsel ------------------------------------------------------------ Highpoint Associates XV, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Bronson Law Offices, PC. The Debtor requires legal counsel to: (a) assist in the administration of its Chapter 11 proceeding; (b) prepare or review operating reports; (c) set a bar date; (d) provide for the use of cash collateral, if necessary; (e) review and resolve claims which should be disallowed; and (f) assist in preparing and confirming a Chapter 11 plan. The firm intends to bill the Debtor at the following rates: H. Bruce Bronson $495 per hour Paralegal or legal assistant $150 to $250 per hour The firm received a retainer in the amount of $15,000. As disclosed in court filings, Bronson Law Offices is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Bruce Bronson, Esq. Bronson Law Offices, PC 480 Mamaroneck Ave. Harrison, NY 10528 Tel: 914-269-2530 Fax: 888-908-6906 Email: hbbronson@bronsonlaw.net About Highpoint Associates XV Highpoint Associates XV, LLC owns cooperative units located at 315 E 56th St., N.Y., valued at $8 million. Highpoint Associates XV filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10805) on May 21, 2023, with $8 million in assets and $741,963 in liabilities. Judge Michael E. Wiles oversees the case. H. Bruce Bronson, Esq., at Bronson Law Offices, PC represents the Debtor as counsel. KAI 786 LLC: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: Kai 786, LLC 209 Victor St Ofc 29 San Antonio, TX 78209-6987 Business Description: The Debtor owns three apartment complexes in San Antonio, TX valued at $3.76 million. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-51004 Judge: Hon. Michael M. Parker Debtor's Counsel: Paul Steven Hacker, Esq. HACKER LAW FIRM, PLLC 3355 Cherry Ridge Ste. 214 San Antonio, TX 78230 Tel: (210) 595-2045 Email: steve@hackerlawfirm.com Total Assets: $3,787,730 Total Liabilities: $2,375,156 The petition was signed by Saajedul Kaiyom as managing member. 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/DPB7HUA/KAI_786_LLC__txwbke-23-51004__0001.0.pdf?mcid=tGE4TAMA KARAFIN SCHOOL: Seeks to Hire Kreitzman & Kreitzman as Accountant ----------------------------------------------------------------- The Karafin School, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kreitzman & Kreitzman, CPAs, as accountants. The firm will render these services: (1) prepare Form 1120, FormCT3, and Form CT3m/4m federal and state income tax returns for the Debtor for the years ended June 30, 2021, June 30, 2022, and June 30, 2023 and file the Tax Returns with the Internal Revenue Service and all other applicable state and local tax authorities, and (2) provide the pre-audit services described below for the years ended June 30, 2021, June 20, 2022, and June 30, 2023. The terms of Kreitzman's retention are as follows: (a) Kreitzman shall be paid a flat fee of $2,000 per tax year for Tax Returns completed and filed; and (b) Kreitzman shall be paid on an hourly basis for the Pre-Audit Services, which Kreitzman projects will total $6,000-$8,400. The hourly billing rates of Kreitzman are as follows: Partner $325 Senior $300 Staff $250 Admin $175 Kreitzman & Kreitzman does not hold or represent any interest adverse to the Debtor or the estate, is a "disinterested person", as that term is defined in 11 U.S.C. Section 101(14), according to court filings. The firm can be reached through: Joshua Kreitzman, CPA Kreitzman & Kreitzman, CPAs 140 Adams Ave Suite B9 Hauppauge, NY 11788 Phone: +1 631-582-6060 About The Karafin School The Karafin School, Inc. is a special education school in Mount Kisco, N.Y. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22281) on April 18, 2023, with $90,000 in total assets and $2,595,369 in total liabilities. Renee Donow, president of Karafin School, signed the petition. Judge Sean H. Lane oversees the case. The Debtor tapped A. Scott Mandelup, Esq., at Pryor & Mandelup, LLP as legal counsel and David Connelly, a partner at K3 Learning, Inc., as chief restructuring officer. LEARNING CARE: Moody's Gives B2 Rating on New First Lien Loans -------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to Learning Care Group (US) No. 2 Inc.'s proposed new first lien credit facility consisting of a $100 million 5-year revolver due 2028 and a 5-year $900 million term loan due 2028. Proceeds from new first lien term loan will be used to pay down existing first lien and second lien term loans as well as related transaction fees. The company's existing ratings including the B3 Corporate Family Rating, B3-PD Probability of Default Rating and stable outlook are not affected. The refinancing transaction is credit positive because it addresses the upcoming maturities of the existing revolver (September 2024), first lien term loan (March 2025) and second lien term loan (March 2026) at a manageable cash interest cost. The total amount of debt will be largely unchanged and Moody's anticipates cash interest expense will increase slightly in FY24 (about $5 million) vs FY23. The existing ratings are not impacted reflecting a leverage neutral transaction. As of June 30, 2023, Moody's lease adjusted debt-to-EBITDA was just below 4x (including about $139 million of American Rescue Plan "ARPA" coronavirus grants in EBITDA). Without grants in EBITDA, leverage would be much higher in the mid 5x for the last 12 month (LTM) period. Moody's expects debt-to-EBITDA leverage (excluding ARPA grants) will decline from this mid 5x level to about 5x over the next year through earnings growth, which is within the range Moody's anticipates for the B3 CFR. A majority of the ARPA coronavirus grants for the childcare providers will sunset in September with a small remaining amount sunsetting in September 2024. Center occupancy rates improved meaningfully over the last year as the threat of the coronavirus pandemic subsided and are currently trending at about 70%, slightly below the low 70% achieved just before the pandemic. This recovery of center occupancy rates along with the increase in center counts over the last couple of years through new development and acquisition will contribute to earnings (excluding grants) growth in the fiscal year ended June 2024. Additionally, Moody's expects the company to maintain good liquidity over the next year with $125 million cash at June 30 (pro forma for the refinancing transaction), access to a new undrawn $100 million revolver, as well as modest free cash flow in the range of $20 million over the next year after increased capital spending in FY24. This liquidity will provide ample coverage for the required $9 million of amortization for its first lien term loan. The free cash flow profile (free cash flow/debt in the low single digit percentage) also falls within the range Moody's expects for its B3 CFR. The B2 rating for its first lien credit facility (revolver and term loan) is one notch above the B3 CFR, reflecting the loss absorption and support provided by the significant amount of unsecured operating lease obligations. Moody's expects to withdraw the B2 ratings on the existing revolver and term loan and the Caa2 rating on the second lien term loan after the facilities are completely retired in conjunction with the proposed refinancing. Moody's took the following rating actions: Issuer: Learning Care Group (US) No. 2 Inc. Proposed new Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), assigned B2 RATINGS RATIONALE Learning Care's B3 CFR reflects moderately high leverage with LTM Moody's lease adjusted debt-to-EBITDA of just below 4x (including ARPA grants in EBITDA). Without grants, debt-to-EBITDA leverage would be in the mid 5x for the LTM period. Moody's expects debt-to-EBITDA leverage (excluding grants) will decline from this mid 5x level through earnings growth to about 5x over the next year. Center occupancy rates improved meaningfully over the last year and at about 70% at June 30 is just below the low 70% pre-pandemic levels. Reinvestment through new centers and acquisitions over the last couple of years and higher average occupancy relative to the fiscal year ended June 22, even if center occupancy remains at current level or slips over the course of FY24, should help to lift earnings in FY24. The rating also reflects the cyclical, highly fragmented and competitive nature of the child-care and early childhood industry as well as event and financial policy risk due to private equity ownership. Given its private equity ownership, Moody's expects re-leveraging transactions. However, the rating is supported by Learning Care's established position, large scale within the childcare and early childhood education industry, broad geographic diversity within the U.S., and well-recognized brands. Favorable long term demographic social factors related to an increasing percentage of dual income families as well as increased focus on early childhood education also supports the credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that barring any re-leveraging transaction, Learning Care's debt-to-EBITDA leverage will decline to about 5x (excluding ARPA grants) over the next year through earnings growth. The stable outlook also reflects Moody's expectation for good liquidity over the next year with a sizable cash balance, modestly positive free cash flow, and an undrawn revolver. The ratings could be upgraded if operating performance continues to improve with Moody's lease adjusted debt-to-EBITDA sustained below 5x (excluding ARPA grants from EBITDA) and maintenance of at least good liquidity with free cash flow to debt in the mid-single digit percentage range. An upgrade is also contingent on the sponsor's commitment to employ a more conservative financial policy and maintain lower leverage. The ratings could be downgraded if there is deterioration in enrollments because of competition, an increase in unemployment or operational challenges such as adverse reputational issues. Re-leveraging transactions such as debt-funded acquisitions or shareholder distributions that meaningfully weaken credit metrics, or a deterioration in free cash flow or liquidity could also lead to a downgrade. As proposed, the new first lien credit facilities allow incremental debt capacity greater of $188 million (FY23 management EBITDA without grants) or 100% of consolidated EBITDA. Unlimited amounts for acquisitions or permitted investments subject to such incremental indebtedness: being secured on a first lien basis, a 4.25x First Lien Leverage Ratio, being secured on a second or junior lien basis, a 5.25x Total Secured Leverage Ratio, being unsecured, a 5.0x Total Leverage Ratio or 2.0x Interest Coverage Ratio. The guarantee release, blocker and priming provisions are proposed to be the same as the existing credit facility. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Learning Care is a provider of early childhood education and childcare services. The company operates about 1,076 centers across the United States as of June 30, 2023. The company has been owned by the private equity firm American Securities LLC since 2014. FY23 (June 30, 2023) revenue is estimated to be about $1,480 million. LEARNING CARE: S&P Upgrades ICR to 'B', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based early childhood education provider Learning Care Group (US) No. 2 Inc. to 'B' from 'B-'. S&P assigned its 'B' issue-level rating and '3' recovery rating (50%-70%; rounded estimate: 55%) to the proposed first-lien senior secured term loan B and revolving credit facility. The stable outlook reflects S&P's expectation that Learning Care will continue healthy revenue growth and EBITDA generation such that leverage declines and remains below 6x during the next 12 months. S&P said, "The upgrade reflects our expectation that Learning Care's credit metrics will continue to strengthen on market tailwinds, with leverage declining below 6x for the next 12 months. Learning Care has benefitted from strong demand in the early childhood education market as unemployment remains low and dual-income families increase. In addition, grants through the U.S. American Rescue Plan Act (ARPA) has helped the company weather the impact of the COVID-19 pandemic. Learning Care received close to $170 million in grants in fiscal 2022, and we expect more than $100 million in fiscal 2023. All stimulus funding must be distributed by Sept. 2023, and therefore we do not expect material grants in fiscal 2024. For the fiscal year ended June 30, 2023, we estimate S&P Global Ratings-adjusted debt to EBITDA (including grants) at 5x, down from 6x last year. Excluding grants, leverage is high at about 6.8x, but we expect a further decline to the high-5x area during the next 12 months on EBITDA growth. Our adjusted leverage calculation includes operating leases and preferred equity instruments issued by financial sponsor American Securities Partners. We believe the sponsor may prioritize further shareholder returns over debt reduction. For the nine months ended March 31, 2023, revenue increased 23% compared to prior year, a result of strong demand. Learning Care has increased overall enrollment, acquired additional schools, and increased tuition. "We expect Learning Care will continue to increase utilization and full-time equivalent capacity. Following operational challenges during the COVID-19 pandemic, Learning Care has continued to recover and is nearing pre-pandemic operating utilization. In addition, capacity and tuition have now surpassed those rates. We expect Learning Care will continue to increase its top line and scale as it builds out new schools, acquires schools, and partners with employers to provide child care. The current low unemployment rate increases utilization and revenue per student growth as parents look to more premium child care. Excluding ARPA, Learning Care normally derives about 25%-30% of its revenues from state and federal budgets through various subsidized programs. While we view the availability of subsidies as stable in the intermediate term, the company is exposed to regulatory risks and can be constrained if these subsidies are targeted for cuts in government budgets. "While Learning Care's demand is correlated to unemployment rates and overall macroeconomic conditions, we believe its diverse portfolio could help offset negative impact. Learning Care has a diverse school portfolio and geography, indicated by 11 brands and over 1,000 child care centers. "Our stable outlook reflects our expectation that Learning Care will continue to report healthy revenue growth and EBITDA, allowing leverage to decrease and remain below 6x while maintaining adequate liquidity as it accelerates discretionary investment spending this year." S&P could revise its outlook to negative or lower its rating on Learning Care if S&P believed the company was likely to maintain leverage above 6x or would not generate meaningful discretionary cash flow. This could occur if: -- Its financial sponsor pursued debt-funded distributions or acquisitions; or -- Rising unemployment rates and a weaker-than-expected macroeconomic environment decreased enrollments and revenues. An upgrade is unlikely over the next 12 months. S&P could consider an upgrade if it believed Learning Care would maintain lease-adjusted leverage below 5x and generated free operating cash flow (FOCF) to debt above 10% once it stops receiving pandemic-related stimulus funding. This could occur if: -- S&P believed the company would unlikely use leverage to fund shareholder returns or acquisitions; and -- Some combination of enrollment improvements and new center development and acquisitions funded through cash flow allowed the company to maintain better margins. ESG credit indicators: E-2; S-3; G-3 S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Learning Care, as it is for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners." This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. LIFEPOINT HEALTH: Moody's Rates New $800MM Sr. Secured Notes 'B2' ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to LifePoint Health, Inc.'s new $800 million senior secured notes due in 2030. There are no changes to the existing ratings including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the B2 senior secured term loan, the B2 senior secured notes due in 2025 and the Caa2 senior unsecured ratings. The outlook is unchanged at stable. Proceeds from the offering are expected to be used to repay, redeem, or repurchase at or prior to maturity LifePoint Health Inc.'s existing $600 million senior secured notes due in 2025 and make an optional prepayment on a portion of the outstanding Term Loan B credit facility. The offering will lengthen the LifePoint's debt maturity profile will be largely leverage neutral, with the exception of some fees paid. Assignments: Issuer: Lifepoint Health, Inc. Senior Secured Notes, Assigned B2 RATINGS RATIONALE LifePoint's B3 CFR reflects the company's high financial leverage, with debt to EBITDA at 7.8x pro-forma for the Springstone transaction, which closed in February 2023. The primary drivers for the spike in financial leverage were a surge in operating expenses including elevated labor costs and increased spending on new facilities associated with acquisitions completed in 2023. Moody's believes LifePoint's combination of acute care, rehabilitation and behavioral health translates into a strong organic growth profile with many opportunities for expansion with acute care hospitals serving as referral source to its other business lines. Moody's expects improvement in LifePoint's leverage and cash flow as labor pressures continue to abate. This reflects declining use of contract labor and changing segment mix with a higher percentage of behavioral health that carries higher margins. LifePoint's rating is supported by the company's large scale and good geographic diversity. Moody's believes that LifePoint will maintain good liquidity for the next year. The company reported $128 million of cash as of June 30, 2023 which together with revolver availability provides a buffer against negative free cash flow. Moody's anticipates that LifePoint will generate negative cash flow for the next 12-18 months but that it should improve in 2024. The company's $800 million ABL revolver (unrated, maturing in January 2028), has about $165 million used and about $60 million of LOCs as of June 30, 2023. The company's term loan facility ($3.0 billion PF for the transaction) and $1.4 billion of senior secured notes are rated B2, one notch higher than the B3 corporate family rating. The notching reflects the secured debt effective subordination to the asset-based revolver which has a first lien on certain accounts receivable. The secured debt benefits from the material level of junior capital provided by the $1.8 billion of unsecured debt. The Caa2 rating on the company's unsecured notes is two notches below the B3 corporate family rating and reflects their effective subordination to a material level of secured debt. LifePoint's CIS-4 indicates the rating is lower than it would have been if ESG risk exposures did not exist. This reflects LifePoint's exposure to social risk considerations (S-4) and governance risk considerations (G-4). As a healthcare services provider, LifePoint has exposure to responsible production risk, which considers the company's potential liability related to patient care. In addition, LifePoint has exposure to human capital, as the company relies on highly specialized labor to provide its services. The company is also exposed to societal and demographic trends such as changes in reimbursement rates by its payors, which include government payors, as well as a push towards reducing overall healthcare costs. Governance risk considerations reflect LifePoint's exposure to aggressive financial strategy and limited track record since its acquisition of Kindred Healthcare, LLC and subsequent spin-off of Scion Health in December 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if LifePoint improves profitability and maintains balanced financial policies and good liquidity. Ratings could be upgraded if debt/EBITDA is sustained at 6 times. Moody's could downgrade the ratings could be downgraded if the company's liquidity weakens or if the operating environment weakens significantly including ongoing margin pressure. Ratings could be downgraded if financial policies became more aggressive including debt-financed dividends or leveraging acquisitions. LifePoint Health, Inc., headquartered in Brentwood, Tennessee, is an operator of general acute care hospitals, community hospitals, regional health systems, physician practices, outpatient centers and post-acute care facilities in non-urban markets. Inclusive of Springstone, the company operates 62 community hospitals in 30 states, approximately 39 rehabilitation facilities and 22 behavioral health hospitals, and 200 outpatient centers under the private ownership of funds affiliated with Apollo Global Management, LLC. Revenues are approximately $9 billion pro forma for acquisitions. The principal methodology used in this rating was Business and Consumer Services published in November 2021. LIFEPOINT HEALTH: S&P Rates New $800MM Senior Secured Notes 'B' --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating to LifePoint Health Inc.'s proposed $800 million senior secured notes. The recovery rating is '3' indicating its expectation for meaningful recovery (70%-90%; rounded estimate: 65%) in the event of a default. LifePoint will use proceeds to refinance its existing $600 million 6.75% senior secured notes maturing in 2025, and pay $200 million of the $3.215 billion outstanding on its Term Loan B. The new notes will mature in 2030. The debt issue will be leverage neutral. S&P said, "Our 'B' issuer credit rating and negative outlook on LifePoint are unaffected by this announcement. Our issue-level ratings are also unchanged as a result of the proposed refinancing. "Our negative outlook reflects the risk to the rating if LifePoint does not meet our base-case expectation for S&P Global Ratings'-adjusted discretionary cash flow to debt of 2.5%, or if we don't see a viable path for the company to achieve this level. We expect LifePoint will benefit from its investments in its non-acute care businesses, but headwinds facing its acute care business will make it more challenging for it to maintain a credit profile we view as consistent with the current rating. We expect revenue to increase by about 8% in 2023 (inclusive of the acquisition of Springstone), a low- to mid-single-digit percent rise in the revenue from its existing businesses, and the contributions from some de novo additions in its inpatient rehabilitation and behavioral health segments. We also expect margins to increase to about 10.0% in 2023 and 11%-11.5% in 2024, leading to leverage of about 9x in 2023 and 7.8x in 2024, with cash flow improving but still producing a deficit in 2023, with further improvement expected in 2024." ESG credit indicators: E-2, S-2, G-3 LINCOLN POWER: Class 4A Unsecureds Unimpaired in Plan ----------------------------------------------------- Lincoln Power, L.L.C., et al., submitted a First Revised Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code. Under the Plan, holders of Class 4A General Unsecured Claims against the Non-Obligor Debtor will receive payment in full in Cash from the CLH Cash of their Allowed General Unsecured Claims against the Non-Obligor Debtor. Class 4A is unimpaired. Class 4B General Unsecured Claims against the Obligor Debtors, including, if applicable, any Macquarie Unsecured Claims will receive their Pro Rata share of the Obligor Debtors GUC Cash Pool. Class 4B is impaired. "Obligor Debtors GUC Cash Pool" means $50,000 in Cash for distribution to Holders of Allowed General Unsecured Claims against the Obligor Debtors. On or about the Effective Date, the Debtors or the Reorganized Debtors, with the consent of the Required Consenting Lenders and, to the extent set forth in the Restructuring Support Agreement, the Consenting Sponsor, may take all actions as may be necessary or appropriate to effectuate the Restructuring Transactions (including the Sale Transaction), including: (i) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree, including the documents comprising the Plan Supplement; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, contribution, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms for which the applicable Entities agree; (iii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, amalgamation, consolidation, conversion, or dissolution pursuant to applicable law; (iv) such other transactions that are required to effectuate the Restructuring Transactions in a tax efficient manner for the Debtors, the Consenting Lenders, and the Consenting Sponsor, including any mergers, consolidations, restructurings, conversions, dispositions, transfers, formations, organizations, dissolutions, or liquidations; (v) the execution, delivery, and filing, if applicable, of the Takeback Debt Documents and the Exit Facility Documents; and (vi) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law and that are consistent with the Plan and the Restructuring Support Agreement. The Restructuring Transactions shall include, but not be limited to, the Restructuring Transactions set forth in the Restructuring Transaction Steps. Pursuant to sections 363 and 1123 of the Bankruptcy Code, the Confirmation Order shall and shall be deemed to authorize the Restructuring Transactions, including, without limitation, those set forth in the Restructuring Transaction Steps, which shall and shall be deemed to occur in the sequence set forth therein. Pursuant to both sections 363 and 1123 of the Bankruptcy Code, the Confirmation Order shall and shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. Following the Confirmation Date, the Obligor Debtors shall be authorized to consummate the Sale Transaction to the Purchaser pursuant to the terms of the Sale Transaction Documentation, the Plan, and the Confirmation Order. Subject to the terms of the Sale Transaction Documentation, on the Effective Date, in consideration and in exchange for the Purchase Price, the Obligor Debtors shall consummate the Sale Transaction by, among other things, transferring the Purchased Assets to the Purchaser free and clear of all Liens, Claims, Interests, charges, and other encumbrances (other than the Assumed Liabilities) pursuant to sections 363, 365, and/or 1123 of the Bankruptcy Code, the Plan, and the Confirmation Order. Upon entry of the Confirmation Order by the Bankruptcy Court, all matters provided for under the Sale Transaction Documentation and the Plan, and any documents in connection herewith and therewith, shall be deemed authorized and approved without any requirement of further act or action by the Debtors, the Debtors' shareholders or boards of directors, or any other Entity or Person. The Obligor Debtors are authorized to execute and deliver, and to consummate the transactions contemplated by, the Sale Transaction Documentation and the Plan, as well as to execute, deliver, file, record, and issue any note, documents, or agreements in connection therewith, without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or the vote, consent, authorization, or approval of any Entity. Effective as of the Closing of the Sale Transaction, the Debtors, the Reorganized Debtors, and the Plan Administrator shall have no obligation or liability on account of any Assumed Liabilities. The transactions contemplated by the Sale Transaction Documentation and the Plan are undertaken by the Debtors and the Purchaser without collusion and in good faith, as that term is defined in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided therein to consummate the transactions contemplated thereunder and hereunder shall not affect the validity of such transactions (including the assumption, assignment and/or transfer of any Executory Contract or Unexpired Lease to the Purchaser). The Purchaser is a good-faith purchaser within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) of the Bankruptcy Code. If the Purchaser is Newco then the steps of the Restructuring Transactions and the Sale Transaction will be set forth in the Restructuring Transaction Steps. On or prior to the Effective Date, the Purchased Letters of Credit shall be deemed amended to refer to the Purchaser or its Affiliate(s), as applicable (in place of the applicable Obligor Debtor), and such Purchased Letters of Credit shall be fully enforceable as if they expressly referred to the Purchaser or its Affiliate(s), as applicable. On or prior to the Effective Date, all outstanding and undrawn letters of credit issued pursuant to the Credit Agreement Facilities or the Credit Agreement Documents (other than the Purchased Letters of Credit) shall be deemed canceled. Notwithstanding anything in the Plan to the contrary, the Sale Transaction shall not include any assets or liabilities of the Non-Obligor Debtor, and the Non-Obligor Debtor shall not receive any portion of the Purchase Price. The Debtors will fund distributions under the Plan with: (i) Cash on hand, including Cash from operations; (ii) the Sale Transaction Proceeds, if any; (iii) the Newco Common Equity, if applicable; (iv) the Takeback Debt, if applicable; (v) payments made directly by the Purchaser on account of any Assumed Liabilities under the Sale Transaction Documentation; and (vi) payments of Cure Claims made by the Purchaser; provided that to the extent the foregoing relate to the Non-Obligor Debtor, they shall be used solely to fund distributions on account of Claims against the Non-Obligor Debtor, and to the extent the foregoing relate to the Obligor Debtors, they shall be used solely to fund distributions on account of Claims against the Obligor Debtors. Cash payments to be made pursuant to the Plan will be made by the Distribution Agent. Unless otherwise agreed in writing by the Debtors and the Purchaser, distributions required by the Plan on account of Allowed Claims that are Assumed Liabilities shall be the sole responsibility of the Purchaser to the extent such Claim is Allowed against the Debtors. On and after the Effective Date, in accordance with the Wind-Down Budget, the Debtors shall (i) continue in existence for purposes of (a) winding down the Debtors' businesses and affairs as expeditiously as reasonably possible, (b) resolving Disputed Claims as provided hereunder, (c) paying Allowed Claims not assumed by the Purchaser as provided hereunder, (d) filing appropriate tax returns, (e) complying with their continuing obligations under the applicable Sale Transaction Documentation (including with respect to the transfer of permits to the Purchaser as contemplated therein), and (f) administering the Plan in an efficacious manner and (ii) thereafter liquidate and dissolve as set forth in the Plan. The Plan Administrator shall carry out these actions for the Debtors. Counsel for the Debtors and Debtors in Possession: George A. Davis, Esq. Andrew D. Sorkin, Esq. Brett M. Neve, Esq. Randall Carl Weber-Levine, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 Facsimile: (212) 751-4864 E-mail: george.davis@lw.com andrew.sorkin@lw.com brett.neve@lw.com randall.weber-levine@lw.com - and - Caroline Reckler, Esq. 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 Facsimile: (312) 993-9767 E-mail: caroline.reckler@lw.com - and - Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Heather P. Smillie, Esq. Kristin L. McElroy, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 E-mail: mnestor@ycst.com kcoyle@ycst.com hsmillie@ycst.com kmcelroy@ycst.com A copy of the First Revised Joint Plan of Reorganization dated July 21, 2023, is available at bit.ly/43F9TXA from Omniagentsolutions, the claims agent. About Lincoln Power Headquartered in Charlotte, N.C., Lincoln Power, L.L.C., is a power company that owns two gas-fired power-generation facilities one of which is located in Elgin, Illinois, and the other of which is located in East Dundee, Illinois. Lincoln Power, LLC and seven affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10382) on March 31, 2023. In the petition signed by Justin D. Pugh, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. The Hon. Laurie Selber Silverstein oversees the cases. Lawyers at Latham & Watkins LLP and Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel. Guggenheim Securities, LLC, is the Debtors' financial advisor and investment banker. Omni Agent Solutions serves as the Debtors' claims and noticing agent. LTL MANAGEMENT: Talc Claimants Laud Dismissal of 2nd Bankruptcy Bid ------------------------------------------------------------------- The Official Committee of Talc Claimants, which has been tirelessly pursuing justice for its constituency of talc victims injury by Johnson & Johnson's ("J&J's") talc products, is pleased with the court's decision to dismiss the second bankruptcy attempt. The Committee said, "We believe the decision of the Honorable Chief Judge Kaplan was thoughtful, well-reasoned, and well-supported by the facts and law. This outcome now frees tens of thousands of victims to seek their justice through the tort system and, either before juries of their peers or by settlement on terms acceptable to them. The Committee has consistently contended the tort system is the rightful place for these claims to be resolved." The ruling validates the Committee's belief that J&J manipulated the bankruptcy system by using the "Texas Two-Step" legal maneuver and wrongfully sought to manufacture financial distress in its "Legacy Talc Liabilities" (LTL) Management subsidiary, solely to carry out a bad faith bankruptcy case. The company will now face the full weight of its conduct in the appropriate judicial forums. "This ruling sends a clear message: multibillion-dollar, wholly solvent companies like J&J should not be allowed to use and in fact abuse bankruptcy laws to avoid accountability," said Brown Rudnick's David Molton, one of the co-counsels representing the Committee. "We are reassured by the Bankruptcy Court's reaffirmation that it will not allow solvent corporations to abuse the system and impose coercive, low-value and cram-down solutions on nonconsenting claimants. Justice should and now will triumph over corporate greed and legal chicanery." "The claimants have waited long enough. Untold numbers of cancer victims have died while Johnson & Johnson attempted to manipulate the bankruptcy system to limit its liabilities," added Molton. "Now victims and their families can seek justice through the tort system -- by presenting their case before a jury of their peers in courts of their own choosing." The TCC filed its motion to dismiss on April 24, 2023, alongside several other movants, including the Office of the United States Trustee, numerous State Attorneys General, and other plaintiff groups, who shared a vision for this outcome. Chief Judge Kaplan's Opinion can be viewed on the case docket, available at: https://document.epiq11.com/document/getdocumentbycode?docId=4202926&projectCode=LCN&source=DM About The Official Committee of Talc Claimants The Official Committee of Talc Claimants (TCC), appointed by the Office of the United States Trustee (UST), an arm of the US Department of Justice, represents and acts as a fiduciary for all mesothelioma and ovarian cancer victims, as well as all subrogation claimants who have claims based on or derivative to the victims' talcum powder claims. For more information about the TCC, please view our website at https://www.ltltalccommittee.org/ The TCC is advised by counsel, an investment banker, a financial advisor, and claims estimation experts well-versed in mass tort, asbestos, talc, bankruptcy, and victim advocacy. These entities include Genova Burns L.L.C., Brown Rudnick L.L.P., Otterbourg PC, Massey & Gail L.L.P., Miller Thomson L.L.P., MoloLamken L.L.P., Compass Lexecon, FTI Consulting, and Houlihan Lokey. About LTL Management LTL Management, LLC, is a subsidiary of Johnson & Johnson (J&J), which was formed to manage and defend thousands of talc-related claims and oversee the operations of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue streams, including royalty revenue streams based on third-party sales of LACTAID, MYLANTA/MYLICON and ROGAINE products. LTL Management filed a petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov. 16, 2021. The Hon. Michael B. Kaplan is the case judge. At the time of the filing, the Debtor was estimated to have $1 billion to $10 billion in both assets and liabilities. The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon LLP as special counsel; McCarter & English, LLP as litigation consultant; Bates White, LLC as financial consultant; and AlixPartners, LLP as restructuring advisor. Epiq Corporate Restructuring, LLC, is the claims agent. An official committee of talc claimants was formed in the Debtor's Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S. Trustee for Regions 3 and 9 reconstituted the talc claimants' committee and appointed two separate committees: (i) the official committee of talc claimants I, which represents ovarian cancer claimants, and (ii) the official committee of talc claimants II, which represents mesothelioma claimants. The official committee of talc claimants I tapped Genova Burns LLC, Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its legal counsel. Meanwhile, the official committee of talc claimants II is represented by the law firms of Cooley LLP, Bailey Glasser LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and Sherman Silverstein Kohl Rose & Podolsky P.A. Re-Filing of Chapter 11 Petition On Jan. 30, 2023, a panel of the Third Circuit issued an opinion directing the Court to dismiss the 2021 Chapter 11 Case on the basis that it was not filed in good faith. Although the Third Circuit panel recognized that the Debtor "inherited massive liabilities" and faced "thousands" of future claims, it concluded that the Debtor was not in financial distress before the filing. On March 22, 2023, the Third Circuit entered an order denying the Debtor's petition for rehearing. The Third Circuit entered an order denying LTL's stay motion on March 31, 2023, and, on the dame day, issued its mandate directing the Bankruptcy Court to dismiss the 2021 Chapter 11 Case. The Bankruptcy Court entered an order dismissing the 2021 Case on April 4, 2023. Johnson & Johnson on April 4, 2023, announced that its subsidiary LTL Management LLC (LTL) has re-filed for voluntary Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain approval of a reorganization plan that will equitably and efficiently resolve all claims arising from cosmetic talc litigation against the Company and its affiliates in North America. In the new filing, J&J said it has agreed to contribute up to a present value of $8.9 billion, payable over 25 years, to resolve all the current and future talc claims, which is an increase of $6.9 billion over the $2 billion previously committed in connection with LTL's initial bankruptcy filing in October 2021. LTL also has secured commitments from over 60,000 current claimants to support a global resolution on these terms. LUCIRA HEALTH: Unsecureds to Get Share of Liquidating Trust ----------------------------------------------------------- Lucira Health, Inc., submitted a Chapter 11 Plan of Liquidation and a Disclosure Statement. The Debtor filed for chapter 11 bankruptcy protection on February 22, 2023. The Debtor has sold substantially all of its assets in the Chapter 11 Case. The next phase of this Chapter 11 Case is the confirmation and consummation of the Plan, pursuant to which the Debtor will establish a Liquidating Trust to distribute the remaining cash of the Debtor and proceeds of the Liquidating Trust Assets and to appoint the Liquidating Trustee pursuant to the mechanics as set forth in the Plan. As set forth in the Plan, the assets being transferred to the Liquidating Trust include: (a) the Trust Funding to be used solely by the Liquidating Trustee to (i) perform its duties and obligations under the Plan; (ii) administer the Liquidating Trust Assets for the benefit of holders of all Allowed Claims; and (iii) pay any expenses of the Trust, in accordance with the terms of the Liquidating Trust Agreement; (b) the remaining Cash of the Debtor or the Estate after (i) paying the Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Other Priority Claims, as set forth in Article III.B of the Plan; (ii) the payment of Allowed Professional Fee Claims, including from the Professional Fee Reserve; and (iii) funding the Trust Funding; (c) the Retained Causes of Action and the proceeds thereof; and (d) any other Excluded Assets. In the ordinary course of business, the Debtor incurred unsecured indebtedness to various suppliers, trade vendors, landlords, utility providers, and service providers, among others. As of the Petition Date, the Debtor's estimated outstanding unsecured indebtedness, including trade payables, was approximately $65.0 million. The Debtor's marketing process for a sale of the Assets continued postpetition both prior to, and following entry of, the Bidding Procedures Order. On April 13, 2023, the Court held the hearing to consider approval of the Debtor's sale of the assets to Pfizer and the objections by Pearsanta, Seraph, and Mr. Erwin. At the Sale Hearing, Mr. Nerland, the Debtor's financial advisor from Armanino, provided testimony in support of the Debtor's selection of Pfizer as the successful bidder and the Debtor's determination that Pearsanta had not provided sufficient evidence of the ability to close on a sale of the Assets in the amount of the topping Bid that Pearsanta submitted at the Auction (the "Pearsanta Bid"). Following two rounds of further bidding on the record at the Sale Hearing, the Debtor selected, in the exercise of its business judgment, Pfizer as the successful bidder for the Assets at a purchase price of approximately $36.4 million, and the Court approved the sale of the Assets to Pfizer, including the Debtor's entry into the APA. The APA, provides for, among other things, the following consideration: (i) a cash payment equal to $5,000,000; plus (ii) the payment of Cure costs in respect of the contracts assigned to Pfizer (the "Assigned Contracts") set forth on Schedule 1.1(e) to the APA, other than Cure costs for certain of the Debtor's contracts with Jabil Inc. and Jabil Circuit (Shanghai) Co. Ltd. (the "Jabil Contracts"), which were paid by Pfizer pursuant to the paragraph below; plus (iii) an additional cash payment of $7,000,000 less the aggregate amount of paid Cure costs associated with (x) the Jabil Contracts in the fixed amount of $6,500,000 and (y) any additional contracts (the "Transition Contracts") to be assumed and assigned to Pfizer as designated by Pfizer within 60 days of the closing of the Sale; plus (iv) an additional cash payment of $10,400,000 less the aggregate amount of Cure costs paid, satisfied, or resolved by Pfizer (provided, however, if a lesser amount were agreed to, the remaining amount of any claim were to be waived and not treated as an unsecured claim against the Debtor's estate) in connection with (x) any Transition Contracts which were assumed and assigned to Pfizer as designated by Pfizer (and without duplication to any additional Transition Contracts), and (y) any other additional contracts (excluding Assigned Contracts and Transition Contracts) which were designated by Pfizer and assumed and assigned to Pfizer. The Debtor and Pfizer closed the Sale pursuant to the APA on April 20, 2023. Following the closing, Jabil Circuit (Shanghai) Co. Ltd. and Nypro DR, LLC, claimants and contract counterparties under certain prepetition contracts with the Debtor, withdrew their respective General Unsecured Claims filed against the Debtor that had asserted General Unsecured Claims in the aggregate amount of approximately $51.1 million. On June 16, 2023, in accordance with the APA, Pfizer provided the Transition Contracts list to the Debtor. The list designated eleven (11) Transition Contracts for assumption and assignment and thirteen (13) additional contracts that were not on the original Transition Contracts list, thus satisfying or resolving over $11.5 million of Cure costs. On the same day, the Debtor submitted orders to the Bankruptcy Court approving stipulations providing for assumption and assignment of the Transition Contracts ("Stipulations") and filed a notice of assumption and assignment of the additional contracts. On June 20, 2023, the Bankruptcy Court entered orders approving the Stipulations. Counterparties to the additional contracts to be assumed and assigned had until July 3, 2023 (unless agreed otherwise), to object in writing to the assumption and assignment of their respective contracts or Pfizer's ability to provide adequate assurance of future performance. No formal objections were filed on the docket, and all informal comments have either been resolved or are in the process of being resolved. Under the Plan, holders of Class 3 General Unsecured Claims will receive its pro rata right to recovery from the Liquidating Trust. Class 3 is impaired. Subject in all respects to the provisions of the Plan concerning the Professional Fee Reserve, the Debtor or the Liquidating Trustee (as applicable) will fund distributions under the Plan with Cash on hand on the Effective Date and all other Liquidating Trust Assets. The Plan confirmation hearing will commence on September 19, 2023, at 10:30 a.m. (prevailing Eastern Time), before the Honorable Mary F. Walrath, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 824 N. Market St, Fifth Floor, Courtroom 4, Wilmington, Delaware 19801. The deadline to file objections to the confirmation of the Plan or final approval of the adequacy of the disclosures contained in the Disclosure Statement, if any is September 12, 2023, at 4:00 p.m. (prevailing Eastern Time). To be counted, the ballot or ballots must be received by 4:00 p.m., prevailing Eastern Time, on September 8, 2023. Co-Counsel for the Debtor: Sean M. Beach Ashley E. Jacobs Joshua B. Brooks Timothy R. Powell YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 N. King Street Wilmington, DE 19801 Telephone: (302) 571-6600 E-mails: sbeach@ycst.com ajacobs@ycst.com jbrooks@ycst.com tpowell@ycst.com - and - Robert L. Eisenbach III, Esq. COOLEY LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111-4004 Telephone: (415) 693-2000 E-mail: reisenbach@cooley.com - and - Cullen D. Speckhart, Esq. Olya Antle, Esq. Jeremiah P. Ledwidge, Esq. 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Telephone: (202) 842-7800 E-mails: cspeckhart@cooley.com oantle@cooley.com jledwidge@cooley.com A copy of the Disclosure Statement dated July 21, 2023, is available at bit.ly/46YzDkL from Donlin Recano, the claims agent. About Lucira Health Founded in 2013, Lucira is a medical technology company focused on the development and commercialization of transformative and innovative infectious disease test kits. Lucira Health filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 23-10242) on Feb. 22, 2023. As of Dec. 31 2022, the Debtor posted total assets of $145,897,301 and total debt of $84,720,814. Judge Mary F. Walrath oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as legal counsels; Armanino, LLP as financial advisor; and Donlin, Recano & Company, Inc. as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brya Michele Keilson, Esq. LUMENTUM HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Negative --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Lumentum Holdings Inc. to 'B+' from 'BB-' and its issue-level rating on its $325 million unsecured convertible notes to 'B+' from 'BB-'. S&P's '4' recovery rating on the notes is unchanged. The negative outlook reflects that, despite its significant balance sheet cash, S&P believes Lumentum may be unable to recover from the large inventory correction and significant customer losses, leading it to sustain leverage exceeding the mid-6x area over the next year. Due to the large industry-wide inventory correction among its datacom and telecom customers, the significant decline in its 3D sensing revenue, and the tougher macroeconomic environment, S&P expects Lumentum will sustain leverage of more than 7x in fiscal years 2023 and 2024. During fiscal year 2022, the company benefited from strong market demand in its datacom and telecom business as customers overordered components in response to global supply chain constraints and COVID-19-related factory closures in China. While that boosted Lumentum's revenue in fiscal year 2022, its datacom and telecom segments are now dealing with the effects of a large inventory correction. Given the easing of supply chain risks and lower end-market demand, due to the tougher macroeconomic environment, the company's customers are now pausing their purchases to work down their large inventories. Lumentum reported a quarter-over-quarter decline of about 24% in its telecom and datacom revenue in the third quarter of fiscal year 2023. At the same time, S&P expects the company's 3D sensing revenue will drop by 50% in fiscal year 2023. This is mostly due to Apple Inc.'s market share rationalization efforts, which will reduce Lumentum's revenue. S&P expects the company's revenue from its 3D sensing business will decline by another 50% in fiscal year 2024. We expect these headwinds will lead to a more than 15% year-over-year decline in Lumentum's organic revenue in fiscal year 2023. The company's significant revenue and EBITDA contractions over the last 12 months increased its leverage to the high-5x area as of third quarter of fiscal year 2023. Lumentum also issued a $525 million of unsecured convertible notes, which it used to paydown approximately $125 million from its $450 million unsecured convertible notes due March 2024 and part of the proceeds to initiate a share buyback in the fourth quarter of fiscal year 2023 (ending July 2023). S&P expects the company's leverage will increase to the low-8x area in the fourth quarter of fiscal year 2023 because its EBITDA continues to contract year over year and it adds $525 million of unsecured convertible notes to its capital structure. S&P said, "We believe Lumentum remains vulnerable to weakening macroeconomic conditions and other challenges to its business over the next 12 months. We anticipate the company's operating environment will also remain difficult until the inventory correction is resolved. Due to the strong headwinds to its demand, we believe Lumentum's top-line revenue will decline by between 7% and 10% year over year in fiscal year 2024 as its 3D sensing business continues to decline. While the company's topline will contract in fiscal year 2024, its planned debt paydown in 2024 will help reduce its leverage to the low-7x area. "The negative outlook reflects that, despite its significant balance sheet cash, we believe Lumentum may be unable to recover from the large inventory correction and significant customer losses, leading it to sustain leverage exceeding the mid-6x area over the next year. "We could lower our rating on Lumentum if we believe it will sustain leverage exceeding the mid-6x area. This could occur if the demand for its products remains weak due to an ongoing inventory correction, large customer losses, and tougher macroeconomic conditions or its EBITDA margins remain weak because it is is unable to fully realize its synergies or sell its higher-margin products. "We could revise our outlook on Lumentum to stable if we become more confident that it will sustain leverage below the mid-6x area in fiscal 2025. This could occur if it stabilizes its business performance or uses the cash on its balance sheet to paydown debt." ESG credit indicators: E-2, S-2, G-2 ESG factors have no material influence on S&P's credit rating analysis of Lumentum. However, the company faces potential long-term environmental risk as a hardware manufacturer with global manufacturing facilities (owned and contracted) and design sites. Its environmental exposure is characterized by greenhouse gas (GHG) emissions, water use, mineral usage, hazardous and non-hazardous waste, thus its risk mitigation efforts are important for its ability to manage its manufacturing operations and cost structure. Lumentum is progressing on these fronts, as demonstrated by the transition of its San Jose headquarters, new research and development facility in Italy, and a manufacturing site in Slovenia to 100% renewable electricity. The company also has an aggressive goal to reduce its emissions and reach net-zero on its scope 1 and 2 GHG emissions by 2030. MADISON SQUARE BOYS: Unsecureds to Get Share of GUC Cash Pool ------------------------------------------------------------- Madison Square Boys & Girls Club, Inc., submitted a First Amended Chapter 11 Plan of Reorganization. Under the Plan, Class 3 consists of all General Unsecured Claims. On the GUC Disbursement Date, each such Holder will receive its Pro Rata share of the GUC Cash Pool. Class 3 is impaired. "GUC Cash Pool" means Cash in the aggregate amount of $300,000 for the purposes of making distributions to Holders of Allowed General Unsecured Claims. Distributions under the Plan shall be funded from the following sources: 1. The DIP Claims against the Debtor shall be converted on the Effective Date to loans under the Exit Facility governed by the Exit Facility Documents; 2. The Debtor will fund distributions on account of and satisfy Allowed General Unsecured Claims exclusively from the GUC Cash Pool; 3. The Debtor shall transfer the Compensation Trust Assets to the Compensation Trust on the Effective Date, or as soon as reasonably practicably thereafter, and the Compensation Trust shall make distributions on account of compensable Abuse Claims in accordance with the Compensation Trust Documents; and 4. The Debtor shall fund distributions on account of and satisfy all other Allowed Claims with Cash on hand on or after the Effective Date in accordance with the terms of the Plan and the Confirmation Order. On the Effective Date, the Reorganized Debtor shall deposit the GUC Cash Pool into a segregated account held by the Reorganized Debtor. If any Cash remains in the GUC Cash Pool after all Allowed General Unsecured Claims have been satisfied in full, such remaining Cash shall irrevocably re-vest in the Reorganized Debtor. Counsel to the Debtor: Alan W. Kornberg, Esq. William A. Clareman, Esq. John T. Weber, Esq. Leslie E. Liberman, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 A copy of the First Amended Chapter 11 Plan of Reorganization dated July 21, 2023, is available at bit.ly/43GaisZ from Epiq11, the claims agent. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org/ -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MARY A II: Dana Bradley Steps Down as Committee Member ------------------------------------------------------ The U.S. Trustee for Region 21 disclosed in a court filing the resignation of Dana Bradley of Erndit, LLC from the official committee of unsecured creditors in the Chapter 11 case of The Mary A II, LLC. The remaining members of the committee are: 1. Jeffrey A. Tennis 15 Tennis Court Lititz, PA 17543 Phone: 717-368-8630 Email: jtennis@ptd.net 2. Keith Snyder 900 Northside Ct., Apt. 921 Lititz, PA 17543 Phone: 717-898-2835 Email: Kamesnyder@gmail.com 3. Paul C. Drago 1004 Harbor Oaks Drive Charleston, SC 29412 Phone: 803-567-0150 Email: dragomdnc@aol.com 4. Amarpreet Singh Malik Garment District Holdings, LLC La Canada, CA 91011 Phone: 818-631-2627 Email: Amarsmalik@gmail.com About The Mary A II The Mary A II, LLC, a company based in Tampa, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01177) on March 25, 2022, with as much as $10 million in both assets and liabilities. Ruediger Mueller serves as Subchapter V trustee. Judge Caryl E. Delano oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson Pope Bokor Ruppel & Burns, LLP is the Debtor's legal counsel while William Long, Jr., at Jonah Consulting Group, LLC serves as its chief restructuring officer. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Nov. 22, 2022. The committee is represented by Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, P.A. MCGRAW-HILL EDUCATION: Moody's Alters Outlook on 'B3' CFR to Pos. ----------------------------------------------------------------- Moody's Investors Service affirmed McGraw-Hill Education, Inc.'s ratings, including its B3 corporate family rating, and changed the outlook to positive from stable. The rating actions recognize McGraw's solid operating performance, reduction in financial leverage and growth in operating cash flow in fiscal 2023, with further improvement expected over the next 12-18 months. The positive outlook reflects Moody's expectation that McGraw will generate annual free cash flow of over $250 million and will use approximately half of it to reduce debt through required amortization, the excess cash flow sweep, and possible discretionary payments. Governance considerations are key factors in the rating actions. Affirmations: Issuer: McGraw-Hill Education, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B2 Senior Secured Regular Bond/Debenture, Affirmed B2 Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 Outlook Actions: Issuer: McGraw-Hill Education, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE McGraw's B3 CFR reflects the company's high financial leverage, seasonality of cash flows, and inherent cyclicality of its K-12 business. Within its higher education segment, earnings growth is tempered by affordability-driven price compression, competition from open educational resources, rental and used textbooks and declining enrollment trend. Competition among leading companies is intense as the market continues its transition to digital products and services from traditional print learning materials. These credit challenges are counterbalanced by McGraw's well recognized brand, good market position, long-standing relationships with education institutions, proprietary content developed through long-term exclusive relationships with leading authors and broad range of product offerings across multiple business segments. The ongoing digital transformation lays a pathway for a more efficient cost structure in the longer term, with lower inventory levels and lower earnings volatility associated with estimation of future period print returns. McGraw's leverage, defined as Moody's adjusted Debt/ EBITDA improved to 6.6x as of FYE March 2023 from 6.8x a year ago supported by a $122 million debt paydown during fiscal 2023. Moody's projects Debt/EBITDA (as adjusted) to decline closer to mid-5x by the end of FYE March 2025 supported by further debt reduction and stronger K-12 adoption year in fiscal 2025 while cash balance continues to build. Including the change in deferred revenue, Moody's adjusted Debt/Cash EBITDA declined to 5.2x as of FYE March 2023 from 6.9x a year ago, supported by a 29% improvement in cash EBITDA driven by strong K-12 segment performance. Federal stimulus funding will likely remain a K-12 tailwind over the next 18 months, partially offsetting a materially smaller adoption market in fiscal 2024. Moody's expects McGraw's operating cash flows to remain strong and favorably impacted by working capital unwind. This will result in free cash flow generation of at least 7%-8% relative to debt for fiscal 2024 and 2025 despite higher interest expense. STRUCTURAL CONSIDERATIONS The B2 ratings on the first lien senior secured credit facilities ($150 million revolver due July 2026 and $2.1 billion term loan due July 2028) and the $900 million senior secured notes ($828 million outstanding as of March 31, 2023) due August 2028 benefit from their senior position in the capital structure, resulting in a one-notch uplift from the CFR. Both the credit facility and the secured notes are ranked above the $725 million unsecured notes ($689 million outstanding as of March 31, 2023) due August 2029. The unsecured notes are rated Caa2 and subordinated to the first lien senior secured credit facilities and $200 million ABL facility (unrated). The ABL revolver has first priority lien on all current asset collateral and second priority lien on fixed asset collateral. Therefore, it is ranked ahead of all rated secured and unsecured debt instruments in Moody's priority of claim waterfall. Moody's expects that McGraw will have good liquidity supported by its high cash balance ($181 million at March 31, 2023), Moody's expectation of annual free cash flow generation in excess of $250 million over the next 12 months, access to a $200 million five-year ABL facility (unrated) and a $150 million revolver both due July 2026. As of 31 March 2023, the revolver was undrawn and the ABL revolver had $196 million availability. Moody's projects that the company's cash on hand, internally generated cash flow and seasonal borrowings against the ABL facility will be sufficient to fund the company's highly seasonal cash flow and the 1% required annual term loan amortization of roughly $21 million, $80 million in capex, $75 million in plate spending. There are no debt maturities until July 2026 when the $150 million revolver and the $200 million ABL facility come due. McGraw's revolver has a springing net leverage covenant of 6.95x tested at 40% or greater draw, and the ABL facility is subject to a springing minimum fixed charge coverage ratio of 1.0x if adjusted availability falls below certain amount. Moody's does not expect the ABL or revolver covenants to spring over the next 12-18 months. The term loan is covenant-lite. McGraw's CIS-4 credit impact score indicates that the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects the company's high exposure to governance risks reflecting an aggressive financial strategy under private equity ownership and lack of diversity and independent directors on the board, which raises the potential for debt-funded shareholder dividends in the future. McGraw is also exposed to demographic and social risks, impacting students' preferences toward greater use of adaptive learning, real-time interaction and personalized educational content and the business model's ongoing transformation. Furthermore, the rapid rise of generative AI heightens the risks related to protection of the company's intellectual property, its ability to protect and monetize content and the need to adapt quickly to take advantage of the transformation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if McGraw is able to demonstrate earnings growth and debt reduction resulting in Debt/EBITDA (Moody's adjusted) approaching 5x and if the company is committed to operating at that leverage level. Good liquidity and free-cash-flow-to-debt sustained in the mid- single-digit percentage range or better, would also be needed for an upgrade. A downgrade is unlikely over the next 12-18 months given a positive outlook. The ratings could be downgraded if free cash flow turns negative on other than a temporary basis, or Moody's adjusted Debt/EBITDA is sustained materially above 6.5x. The principal methodology used in these ratings was Media published in June 2021. McGraw-Hill Education, Inc. is a global provider of educational materials and learning services targeting the higher education, K-12, professional learning and information markets with content, tools and services delivered via digital, print and hybrid offerings. McGraw reported fiscal year 2023 GAAP revenue of $1.95 billion and billings of $2.1 billion. MEGNA REAL ESTATE: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Megna Real Estate Management, Inc. 8740 Winnetka Avenue Northridge, CA 91324 Case No.: 23-11061 Business Description: The Debtor is a lessor of real estate. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Central District of California Judge: Hon. Victoria S Kaufman Debtor's Counsel: Mark T. Young, Esq. DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Ste. 345 Valencia, CA 91355-1081 Tel: 661-259-9000 Fax: 661-554-7088 Email: myoung@dywlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mahmud Ulkarim as president. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CFA4AIY/Megna_Real_Estate_Management_Inc__cacbke-23-11061__0001.0.pdf?mcid=tGE4TAMA MERIDIAN RESTAURANTS: Gets OK to Hire GlassRatner, Appoint CRO -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Utah approved the joint application by Meridian Restaurants Unlimited, L.C. and the official committee of unsecured creditors to hire GlassRatner Advisory & Capital Group, LLC and designate Michael Thatcher as chief restructuring officer for the company. Meridian requires a restructuring advisor to: a. work with the company, the committee and their professionals to maximize the value of the company's assets; b. develop a plan to sell the assets; c. engage or terminate professionals on behalf of the company; e. in coordination with other professionals to the extent applicable and in the discretion of the CRO, provide financial advice and assistance; f. develop employee benefit programs, to the extent deemed necessary by the CRO; g. consult with and seek consensus from the committee prior to taking any material actions with respect to Meridian and its assets or the sale process; h. work with the vommittee to develop a joint plan that will maximize the value of the company; i. communicate and negotiate with the committee, landlords, lenders, franchisors and other stakeholders regarding any and all matters related to the company's Chapter 11 case; j. review daily operating activity, purchases, and expenses, to the extent deemed necessary by the CRO; k. evaluate liquidity options associated with a plan of reorganization or liquidation or a sale of the assets; l. cause the company to exercise its rights under certain agreements; m. review historical and projected financial information, including operating results, capital structure and funding mechanics of the company; n. work with the company to develop financial projections and a liquidity projection model to help assess capital needs, various recovery scenarios, and as a means of marketing the company's assets to third parties; o. attend hearings, provide information and analyses to counsel for inclusion in bankruptcy court filings and testimony related thereto; p. provide in-court testimony, as required; q. supervise the preparation of monthly financial reports and other financial reporting required by the Office of the United States Trustee; r. help the company prepare, maintain and monitor cash flow projections and weekly variance analyses, to the extent deemed necessary by the CRO; s. coordinate the efforts of all professionals retained by the company to maximize efficiency and minimize professional fees incurred; and t. pursue litigation and claims the bankruptcy for all corporate decisions. The firm will charge these hourly fees: Michael Thatcher $ 575 Joseph Pegnia $ 550 Other Managing Directors $395-525 Other Staff $275-375 Mr. Thatcher disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The CRO can be reached at: Michael Thatcher GlassRatner Advisory & Capital Group, LLC dba B. Riley Advisory Services 35 East 100 South, Suite 1609 Salt Lake City, UT 84111 Phone: (347) 678-2575 Email: mthatcher@brileyfin.com About Meridian Restaurants Unlimited Meridian Restaurants Unlimited, LC, owner and operator of restaurants in Utah, and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 23-20731) on March 2, 2023. At the time of the filing, Meridian Restaurants Unlimited disclosed $10 million to $50 million in both assets and liabilities. Judge Kevin R. Anderson oversees the cases. The Debtors tapped Markus Williams Young & Hunsicker LLC as bankruptcy counsel; Ray Quinney & Nebeker P.C. as local and litigation counsel; and Peak Franchise Capital, LLC as financial advisor. BMC Group, Inc. is the noticing agent. The U.S. Trustee for Region 19 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Foley & Lardner, LLP. MICROGEM US: Committee Taps Hirschler Fleischer as Counsel ---------------------------------------------------------- The official committee of unsecured creditors of MicroGEM US, Inc. received approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Hirschler Fleischer, P.C. as its counsel. The firm will render these services: a. advise the committee regarding its rights, powers, and duties under the Bankruptcy Code; b. advise and consult with the committee on the conduct of the Debtors' Chapter 11 cases including all legal and administrative requirements under Chapter 11; c. attend meetings and negotiate with representatives of the Debtors, the secured and unsecured creditors, equity holders, employees, and other parties in interest; d. advise the committee regarding any contemplated sale of assets or business combinations including the negotiation of asset sales, stock purchases, mergers or joint ventures, formulation and implementation of bidding procedures, evaluation of competing offers, drafting of appropriate documents regarding proposed sale and counseling regarding the closing of such sales; e. to the extent necessary, advise the committee regarding pre-bankruptcy and post-petition financing and cash collateral arrangements and negotiate documents relating thereto; f. advise the committee on matters relating to the Debtors' assumption, assumption and assignment, and rejection of executory contracts and unexpired leases; g. advise the committee on matters relating to the ordinary course of business including employment matters, tax, environmental, banking, insurance, securities, corporate, business operations, contracts, joint ventures, real and personal property, press and public relations matters, and regulatory matters; h. provide advice and counseling on actions to protect and preserve the Debtors' estates including actions and proceedings by the Debtors or other designated parties to recover assets, defense of actions and proceedings brought against the estate, negotiations regarding all litigation in which the Committee may be involved, and objections to claims filed against the estate; i. prepare and file legal papers; j. review all pleadings, financial and other reports filed by the Debtors and advise the committee about the potential implications thereof; k. review the nature and validity of any liens asserted against the Debtors' property and advise the committee concerning the enforceability of such liens; l. investigate the acts, conduct, assets, liability, and financial condition of the Debtors, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan; m. commence and conduct any and all litigation necessary or appropriate to assert rights held by the committee or protect assets of the Chapter 11 estates; n. negotiate and participate in the preparation of the Debtors' plan of reorganization, related disclosure statement, and other related documents and agreements, and advise and participate in the confirmation of such plan; o. attend meetings with third parties and participate in negotiation; p. appear before the bankruptcy court, other courts, and the U.S. trustee to protect and represent the interests of the committee and its constituents; q. advise the committee regarding local rules, local practices, and procedures, as the same may be applicable in these cases; r. meet and coordinate with other counsel and other professionals representing the Debtors and other parties in interest; s. perform all other necessary legal services; and t. handle such other matters as may be requested by the Committee and to which Hirschler agrees. The firm will be paid at these rates: Robert Westermann Shareholder $560 per hour Brittany Falabella Associate $340 per hour Robin Henderson Professional Assistant $160 per hour Brittany Falabella, Esq., a partner at Hirschler, disclosed in a court filing that his firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert S. Westermann, Esq. Brittany B. Falabella, Esq. Hirschler Fleischer, P.C. The Edgeworth Building 2100 East Cary Street Richmond, VA 23223 P.O. Box 500 Richmond, VA 23218-0500 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 Email: rwestermann@hirschlerlaw.com bfalabella@hirschlerlaw.com About MicroGEM US MicroGEM US Inc. offers scientific research and development services. It is based in Charlottesville, Va. MicroGEM US filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-60528) on May 8, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Mark Allen, manager, signed the petition. Judge William J. Fisher oversees the case. The Debtor tapped Brandy M. Rapp, Esq., at Whiteford Taylor & Preston, LLP as legal counsel and CR3 Partners, LLC as restructuring advisor. Heather Williams of CR3 Partners is the Debtor's chief restructuring officer. John Fitzgerald, III, Acting U.S. Trustee for Region 4, appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Hirschler Fleischer, P.C. MLAND MAINTENANCE: Seeks to Hire Hiller Law as Bankruptcy Counsel ----------------------------------------------------------------- MLand Maintenance, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hiller Law, LLC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the continued management of its assets; (b) assist the Debtor in maximizing the value of its assets for the benefit of all creditors and other parties involved in its Chapter 11 case; (c) commence and prosecute actions or proceedings on behalf of the Debtor and its estate; (d) prepare legal papers; (e) appear in court to represent and protect the interests of the Debtor and its estate; and (f) perform all other legal services for the Debtor. The firm received retainers totaling $25,395 from the Debtor. Adam Hiller, Esq., the primary attorney in this engagement, will be paid at his hourly rate of $395. Mr. Hiller 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: Adam Hiller, Esq. Hiller Law, LLC 300 Delaware Avenue, Suite 210 Wilmington, DE 19801 Telephone: (302) 442-7677 Email: ahiller@adamhillerlaw.com About MLand Maintenance MLand Maintenance, LLC is in the business of maintenance and construction of certain properties located in the western suburbs of Chicago. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10924) on July 11, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge Thomas M. Horan oversees the case. Adam Hiller, Esq., at Hiller Law, LLC is the Debtor's bankruptcy counsel. MY TRUE MILES: Taps Las Vegas Professional Tax as Accountant ------------------------------------------------------------ My True Miles, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Las Vegas Professional Tax, LLC as its accountant. The firm will bill $1,500 for its 2022 bookkeeping services and preparation of tax return, and $200 monthly for ongoing bookkeeping services. As disclosed in court filings, Las Vegas Professional Tax neither holds nor represents any interest adverse to the Debtor and its estate. The accountant can be reached through: Eddie Grace, EA Las Vegas Professional Tax, LLC 2140 E Pebble Rd Suite 110 Las Vegas, NV 89123 Phone: 702-451-1044 About My True Miles My True Miles, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14354) on June 2, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Linda Leali, Esq., at Linda M. Leali, P.A. has been appointed as Subchapter V trustee. Judge Erik P. Kimball oversees the case. The Debtor tapped Stephen C. Breuer, Esq., at Breuer Law, PLLC as bankruptcy counsel and Las Vegas Professional Tax, LLC as accountant. NEXTPOINT FINANCIAL: Initiates CCAA Proceedings to Implement Sale ----------------------------------------------------------------- NextPoint Financial Inc. (TSX: NPF.U) (TSX: NPF.WT.U) (OTC PINK: NACQF) on July 25, 2023, disclosed that it has entered into a restructuring support agreement ("RSA") with lenders BP Commercial Funding Trust, Series SPL-X and BP Commercial Funding Trust II, Series SPL-I (collectively, the "Senior Lender") and Drake Enterprises LTD (together with the Senior Lender, the "Lender Group") to substantially reduce the Company's consolidated debt and best position its leading brands, Liberty Tax and Community Tax, for long-term success. Under the RSA, the Senior Lender has committed to purchase substantially all of NextPoint's assets for up to US$281 million, primarily consisting of a credit bid of at least US$100 million of secured debt, cash to be paid at close, and obligations to be assumed ("Transaction"). Concurrent with the announcement, NextPoint's board of directors named Scott Terrell as Chief Executive Officer, effective immediately. Mr. Terrell previously served as Liberty Tax's Chief Information Officer from 2019 to 2022 and as Chief Operating Officer of NextPoint until his appointment as interim CEO in May 2023. To implement the Transaction most efficiently, NextPoint and its subsidiaries sought and obtained an initial order from the Supreme Court of British Columbia pursuant to the Companies' Creditors Arrangement Act ("CCAA"). The Company is seeking recognition of the CCAA proceedings in the U.S. Bankruptcy Court for the District of Delaware under Chapter 15 of the U.S. Bankruptcy Code. The Company's approximately 2,200 Liberty Tax franchised locations are not included in the proceedings. NextPoint will continue its day-to-day operations as usual, including serving customers of its Liberty Tax and Community Tax businesses with the same trusted tax advice and service. The Company has secured a commitment for US$25 million in debtor-in-possession financing from the Lender Group which will provide sufficient liquidity to fulfill ongoing obligations to franchisees and customers, and pay employees and vendors in the ordinary course. "We are pleased to have achieved a comprehensive solution that will reduce our debt burden and put our enterprise on stronger financial footing for the future. With an improved capital structure, we will be better positioned to build on the proud legacies of our Liberty Tax and Community Tax brands," said Mr. Terrell, NextPoint's CEO. "I am grateful to our teams who have remained focused on growing our businesses by doubling down on our core strengths in tax preparation and resolution services, and we are making good progress. The action will further accelerate these efforts and enhance our ability to empower underserved consumers and small businesses who rely on our tax tools and guidance." Mr. Terrell concluded, "Our organization and our brands have incredible resilience and a very bright future. We value our loyal customers, dedicated franchise partners, and hardworking team members and look forward to emerging from this process as a financially stronger company." Under the terms of the RSA, the Transaction will be implemented through a court-approved sale and investment solicitation process in which the Senior Lender's "stalking horse" bid will be subject to higher or otherwise better offers from interested third parties. Additional Information The Canadian court has appointed FTI Consulting Canada Inc. to serve as the Monitor in the CCAA proceedings. Court documents and other information will be available on the Monitor's website: http://cfcanada.fticonsulting.com/nextpoint.Court documents in the U.S. Chapter 15 proceedings will be available at https://cases.stretto.com/nextpoint. DLA Piper (Canada) LLP and DLA Piper LLP (US) are serving as legal counsel to the Company in Canada and the U.S., respectively, and Province is serving as its financial restructuring advisor. As previously announced, Peter Kravitz of Province is serving as NextPoint's Chief Restructuring Officer. About NextPoint Financial NextPoint is an all-inclusive marketplace for financial services empowering hardworking and underserved consumers and small businesses. NextPoint's primary business units are Liberty Tax, a leading provider of tax preparation services, and Community Tax, an effective advocate for tax debt resolution on behalf of customers. NEXTPOINT FINANCIAL: To Restructure Under CCAA Protection --------------------------------------------------------- NextPoint Financial, Inc. and certain other related entities sought and obtained an initial order ("Initial Order") from the Supreme Court of British Columbia under the Companies' Creditors Arrangement Act, as amended ("CCAA"). The Initial Order provides, among other things, a stay of proceedings which may be extended from time to time. Pursuant to the Initial Order FTI Consulting Canada Inc. was appointed monitor ("Monitor") of the Companies NextPoint said it is insolvent and is in urgent need of CCAA protection in order to provide business critical liquidity in the near term to address solvency issues and to provide for an orderly sales process for the Companies and their assets. In the event CCAA protection is granted, the NextPoint said it intends to apply for recognition thereof to the United States Bankruptcy Court for the State of Delaware under Chapter 15 of the U.S. Bankruptcy Code. NextPoint is seeking recognition of the CCAA proceedings in the U.S. Bankruptcy Court for the District of Delaware under Chapter 15 of the U.S. Bankruptcy Code and a provisional relief hearing has been scheduled for July 27, 2023. The Monitor has prepared cash flow projections for the period of July 14, 2023, to Nov. 24, 2023. The cash-flow statement forecasts that NextPoint will deplete all available cash necessary for the ongoing operation of the business by the end of July 2023. As part of its efforts to restructure for the benefit of stakeholders, NextPoint commenced discussions in or about June 2023, with its primary secured lenders, Basepoint Capital and Drake Enterprises Ltd. regarding the terms of which they would support a restructuring of the petitioners. On July 25, 2023, BP lenders, Drake, NextPoint, NPI Holdco, various entities comprising Liberty Tax, Community Tax and various entities comprising LoanMe executed a Restructuring Support Agreement. For additional information please contact the Monitor: FTI Consulting Canada Inc. Attn: Craig Munro Tom Powell and Huw Parks Suite 1450, P.O. Box 10089 701 West Georgia St. Vancouver, BC V7Y 1B6 Tel: 877-255-9085 Email: NextPoint@fticonsulting.com Craig.Munro@fticonsulting.com Tom.Powell@fticonsulting.com Huw.Parks@fticonsulting.com Counsel for the Monitor: Fasken Martineau Dumoulin LLP Attn: Kibben Jackson Lisa Hieber 550 Burrard St #2900 Vancouver, BC V6C 0A3 Email: kjackson@fasken.com lhiebert@fasken.com svolkow@fasken.com Counsel for the Companies: DLA Piper (Canada) LLP Attn: Jeffrey D. Bradshaw Samantha Arbor Suite 2700, 1133 Melville St Vancouver, BC V6E 4E5 Email: jeffrey.bradshaw@dlapiper.com samantha.arbor@dlapiper.com dannis.yang@dlapiper.com Counsel For BasePoint: Osler, Hoskin & Harcourt LLP Attn: Marc Wasserman David Rosenblat Emily Paplawski Mary Butter First Canadian Place 100, 1 King St W Suite 6200 Toronto, ON M5X 1B8 Email: mwasserman@osler.com drosenblat@osler.com epaplawski@osler.com mbuttery@osler.com Court documents in the U.S. Chapter 15 proceedings will be available at https://cases.stretto.com/nextpoint. NextPoint provides financial and tax services for small businesses and consumers. NORMAN'S INVESTMENTS: Files Amendment to Disclosure Statement ------------------------------------------------------------- Norman's Investments Services, LLC, submitted a supplement and amendment to Disclosure Statement dated July 25, 2023. The Debtor amends and supplements the Disclosure Statement to provide the update information regarding Debtor's tenant base and the revised budget. Debtor is currently leasing one of the Smaller Buildings to Aspire Health Institute, LLC on a month-to-month basis. Debtor understand that Aspire intends to convert its lease to a long-term lease once Debtor emerges from Bankruptcy. Debtor is in negotiations to lease the remaining 2 Smaller Buildings to a potential tenant for a total of $2,600 per month. Debtor anticipates seeking approval of a lease with said potential tenant. Debtor's affiliated entity, Graham Family Adult Daycare, Inc., has now completed the requirements for a license for adult day care health services from the State of Georgia. This is in addition to the license to provide adult day care services. A license for adult day care health services from the State of Georgia will allow Graham Family Adult Daycare to obtain credentials from Georgia Medicaid to bill healthcare services. Graham Family Adult Daycare will be in a position to fund rent in the amount of $3,500 per month for the Large Building to Debtor by the Effective Date of the Plan. A full-text copy of the Supplement and Amendment to Disclosure Statement dated July 25, 2023 is available at https://urlcurt.com/u?l=3cTnKP from PacerMonitor.com at no charge. Attorneys for the Debtor: Leslie M. Pineyro, Esq. JONES & WALDEN LLC 699 Piedmont Avenue, NE Atlanta, GA 30308 Tel: (404) 564-9300 About Norman's Investments Services Norman's Investments Services, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10010) on Jan. 2, 2023, with up to $1 million in both assets and liabilities. Leon S. Jones, Esq., at Jones & Walden, LLC represents the Debtor. NORTH PONDEROSA: Case Summary & Two Unsecured Creditors ------------------------------------------------------- Debtor: North Ponderosa, LLC 9418 Shipman Rowlett, TX 75088 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-41387 Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: (972) 578-1400 Email: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by William H. Gibson as sole manager. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SQPTYII/North_Ponderosa_LLC__txebke-23-41387__0001.0.pdf?mcid=tGE4TAMA NORTH SHORE: Unsecureds of Any Will be Paid in Full in Plan ----------------------------------------------------------- North Shore Associates, LLP, submitted a Corrected Disclosure Statement to accompany the Plan of Reorganization dated July 12, 2023. The Debtor is a Colorado limited liability partnership that owns the real property located at 1365 West 29th Street, Loveland Colorado, 80538 ("Property"). The Property is improved with a 120-bed nursing home facility that is owned and operated by the related entity, North Shore Manor, Inc. ("NSM"). NSM filed its own voluntary petition pursuant to Chapter 11, Subchapter V of the Bankruptcy Code on March 6, 2023, Case No. 23-10809-JGR. Under the Plan, Class 3 General Unsecured Claims are impaired. The Debtor does not believe that any Class 3 Claims exist. If any Class 3 Claims do exist, the Class 3 Claims will be paid in full on the 3-month anniversary of the Effective Date of the Plan. Pursuant to the Plan, Mayer Kohn, Boruch Levin, and David Fogel shall be appointed pursuant to 11 U.S.C. s1142(b) for the purpose of carrying out the terms of the Plan. Funding for the Plan shall be from the rental income from NSM, or, to extent a sale is pursued, from the sale proceeds. To the extent a sale is pursued by the Debtor, the Debtor shall follow the bid procedures attached as Exhibit C to the Plan, and any such sale shall be free and clear of liens, claims, and encumbrances pursuant to 11 U.S.C. s 363(f). The Debtor's Plan is feasible based upon the revenue from its lease with NSM. NSM resumed rent payments to the Debtor in July 2023, and rent payments are anticipated to continue in the amount of $70,000 per month. The funds from the lease revenue will be used to fund all payments under the Plan. Based on the Debtor's projections, the Debtor will have sufficient revenue to meet all debt service, maintain any necessary maintenance on the expenses, and pay the full amount of the Wapello Claim no later than its maturity date. If the Debtor proceeds with a sale of the Property, the Debtor anticipates that there will be sufficient equity in the Property to pay all claims in full. Counsel to the Debtor and Debtor-in-Possession: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln St., Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 E-mail: klr@kutnerlaw.com A copy of the Corrected Disclosure Statement dated July 21, 2023, is available at bit.ly/3Y0M8IB from PacerMonitor.com. About North Shore Associates North Shore Associates, LLP, is a single asset real estate as defined in 11 U.S.C. Section 101(51B). It is based in Loveland, Colo. North Shore Associates filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10808) on March 6, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor stated it has no creditors holding unsecured claims. Judge Joseph G Rosania Jr. oversees the case. Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC and Eisner Advisory Group, LLC are the Debtor's legal counsel and accountant, respectively. NOVAN INC: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Novan, Inc. and EPI Health, LLC. The committee members are: 1. Truveris, Inc. Attn: Michael Facendola, COO 3 Beaver Valley Road, Suite 103 Wilmington, DE 19803 Phone: (201) 240-8869 Email: Michael.Facendola@truveris.com 2. Aclaris Therapeutics, Inc. Attn: James Loerop, Chief Business Officer 640 Lee Road, Suite 200 Wayne, PA 19087 Phone: (484) 245-2922 Email: jloerop@aclaristx.com 3. Dr. Reddy's Laboratories, Inc. Scott C. Hollander, Esq., Assistant General Counsel 107 College Road East Princeton, NJ 08540 Phone: (640) 203-0520 Email: shollander@drreddys.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Novan Inc. Based in Durham, North Carolina, Novan Inc. (Nasdaq: NOVN) is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan Inc. and affiliate, EPI Health, LLC, sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023. As of March 31, 2023, Novan disclosed $79,793,000 in assets against $7,922,000 in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as legal counsel; Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP as special counsel Sierra Constellation Partners, LLC as financial advisor; and Raymond James and Associates as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. NOVUSON SURGICAL: Seeks Court Approval to Hire The Hashmi Group --------------------------------------------------------------- Novuson Surgical, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ The Hashmi Group to provide fundraising and investment procurement services. The Debtor has agreed to pay a flat fee of $2,000 per month for a term of two months, plus any additional earned commissions at a rate of 8 percent on the overall amount raised by the firm or any of its contacts. As disclosed in court filings, Hashmi Group neither holds nor represents an interest adverse to the Debtor's estate. The firm can be reached through: Yasir Hashmi, Esq. The Hashmi Group 901 Fifth Avenue, Suite 1200 Seattle, WA 98164 Phone: +1 (206) 623-1986 About Novuson Surgical Novuson Surgical, Inc., a company in Bothell, Wash., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-10728) on April 21, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Stuart B. Mitchell, president of Novuson Surgical, signed the petition. Judge Timothy W. Dore oversees the case. Aditi Paranjpye, Esq., at Cairncross & Hempelmann, P.S. and Justin M. Mertz, Esq., at Michael Best & Friedrich, LLP are the Debtor's bankruptcy attorneys. NSA INTERNATIONAL: S&P Withdraws 'D' LT Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings withdrew all ratings on NSA International LLC, including its 'D' long-term issuer credit rating, at the issuer's request. PALACE AT WASHINGTON: Case Summary & Seven Unsecured Creditors -------------------------------------------------------------- Debtor: The Palace at Washington Square LLC 601 Columbus Street San Francisco CA 94133 Business Description: The Debtor is engaged in activities related to real estate. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-30519 Debtor's Counsel: Reno Fernandez, Esq. LAW OFFICES OF RENO FERNANDEZ 1001 Madison Street Benicia CA 94510 Tel: 805-729-5298 Email: reno@highercourt.us Total Assets as of July 31, 2023: $1,958,560 Total Liabilities as of July 31, 2023: $1,717,638 The petition was signed by Edward Schmitt Jr., as vice president. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CZ5IMZY/The_Palace_at_Washington_Square__canbke-23-30519__0001.0.pdf?mcid=tGE4TAMA PANCAKES OF HAWAII: Taps Keith M. Kiuchi as Litigation Counsel -------------------------------------------------------------- Pancakes of Hawaii, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to hire Keith M. Kiuchi, ALC as its special litigation counsel. The Debtor requires the firm's services to defend against claims (Civil No. 1DRC-22-0005523) filed by FPA Kapiolani Associates, LLC against it and to pursue a counterclaim. The firm's hourly rate is $300. As disclosed in court filings, the firm neither represents nor holds any interest adverse to the Debtor and its estate. The firm can be reached at: Keith M. Kiuchi, Esq. Keith M. Kiuchi, ALC 1001 Bishop St American Savings Bank Tower, Suite 985 Honolulu HI 96813 Phone: 808-533-2230 About Pancakes of Hawaii Pancakes of Hawaii, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00386) on May 24, 2023, with $500,001 to $1 million in both assets and liabilities. Richard Emery has been appointed as Subchapter V trustee. Judge Robert J. Faris oversees the case. Chuck C. Choi, Esq., at Choi & Ito and Keith M. Kiuchi, ALC serve as the Debtor's bankruptcy counsel and special litigation counsel, respectively. PETROLEOS DE VENEZUELA: Del. Court Issues Order Related to Sale --------------------------------------------------------------- Gold Reserve Inc. (TSX.V:GRZ) (OTCQX:GDRZF) disclosed that on July 27, 2023 the U.S. District Court for the District of Delaware (the Delaware Court ) issued a decision on certain issues concerning the PDVH sale process, including determining the process by which creditors of the Bolivarian Republic of Venezuela and Petroleos de Venezuela, S.A. (PDVSA) (collectively, the Creditors) can be named "Additional Judgment Creditors" and thereby participate in the previously announced sale process (the Sale Process) for the shares of PDV Holding, Inc. (PDVH), the indirect parent company of CITGO Petroleum Corp. The Delaware Court held that for a Creditor to be an Additional Judgment Creditor, it must obtain a conditional or unconditional writ of attachment from the Delaware Court. As previously disclosed, the Company obtained a conditional writ of attachment from the Delaware Court by order dated March 30, 2023. The Delaware Court further held that the priority of judgments of Additional Judgment Creditors will be based on the date a Creditor filed a motion for a writ of attachment that was subsequently granted. The Company filed its motion on October 20, 2022. According to public records, there are 10 judgments for which writs of attachment have been granted and for which the motions were filed before the Company's motion. These judgments, according to the Delaware Court's present order, represent an aggregate principal amount of U.S. $4.684 billion, exclusive of interest. As previously disclosed by the Company on May 3, 2023, the U.S. Office of Foreign Assets Control (OFAC) issued recent guidance that a licence will be required before any sale of PDVH shares can be executed. Rockne J. Timm, CEO stated, "The decision by the Delaware Court is welcome but, at the same time, and subject to applicable sanctions laws in the U.S. and Canada, we are open to resolving amicably all of our pending issues with Venezuela. This includes, but is not limited to, our approximately U.S. $1 billion judgment (inclusive of interest) that is the subject of the Company's litigation in Delaware, but also the recovery of our Bandes Trust funds and the more recent expropriation of the Siembra Minera mining rights." A copy of this recent decision of the Delaware Court can be accessed on the Company's website at www.goldreserveinc.com. About PDVSA Founded in 1976, Petroleos de Venezuela, S.A. (PDVSA) is the Venezuelan state-owned oil and natural gas company, which engages in exploration, production, refining and exporting oil as well as exploration and production of natural gas. It employs around 70,000 people and reported $48 billion in revenues in 2016. In May 2019, Moody's Investors Service withdrew all the ratings of Petroleos de Venezuela, S.A. including the senior unsecured and senior secured ratings due to insufficient information. At the time of withdrawal, the ratings were C and the outlook was stable. Citgo Petroleum Corporation (CITGO) is Venezuela's main foreign asset. CITGO is majority-owned by PDVSA. CITGO is a United States-based refiner, transporter and marketer of transportation fuels, lubricants, petrochemicals and other industrial products. However, CITGO formally cut ties with PDVSA at about February 2019 after U.S. sanctions were imposed on PDVSA. The sanctions are designed to curb oil revenues to the administration of President Nicolas Maduro and support for the Juan Guaido-headed party. PRECAST LLC: Court Confirms Plan as Modified -------------------------------------------- Judge Robert E. Grant has entered an order confirming Precast, LLC's Chapter 11 Plan, filed on April 28, 2023, as modified on June 26, 2023, as a consensual Plan. On April 28, 2023, the Debtor filed its Plan of Reorganization. Under the Plan, Lake City Bank's allowed secured claim in the amount of $1,092,516, will be paid in full, with interest at the fixed rate of 7.5 percent accruing from and after the confirmation of the Plan. The Plan provides that the allowed unsecured claims in Class 4 will be paid from the Net Projected Disposable Income of the Debtor following payment to the higher-ranked classes as provided for in the Plan. Upon confirmation of the Plan, the prepetition equity security interests in the Debtor shall terminate. The equity security (Membership) interest in the newly reorganized Debtor shall thereupon be as follows: William G. Kriesel - 75.98%; William A. Kriesel - 14.08%; Dragan Irrev Trust - 9.94%, (etc.) On June 26, 2023, the Debtor filed a modification to the Plan. The modification provides that the Plan is modified only as to the treatment of Class 2, Lake City Bank. Pursuant to the Court's order dated May 1, 2023, the Plan was submitted to creditors for balloting. Each of the impaired creditor classes entitled to vote, Class 2 Lake City Bank and Class 4 Unsecured Creditors have accepted the Plan. A copy of the Plan is available at https://www.pacermonitor.com/case/47625022/Precast_LLC/46 About Precast LLC Precast, LLC, operates as a maker of custom precast concrete blocks used in the construction industry. Precast sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bank. N.D. Ind. Case No. 23-10085) on Jan. 30, 2023. In the petition signed by William A. Kriesel, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert F. Grant oversees the case. Scot T. Skekloff, Esq., at HallerColvin PC, is the Debtor's legal counsel. RIALTO BIOENERGY: Committee Taps Brinkman Law Group as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Rialto Bioenergy Facility, LLC received approval from the U.S. Bankruptcy Court for the Southern District of California to employ Brinkman Law Group, PC. The committee requires legal counsel to: a. assist, advise and represent the committee in its consultation with the Debtor relative to the administration of this Chapter 11 case; b. assist, advise and represent the committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with representatives of the Debtor and secured creditors; d. assist and advise the committee in its examination, analysis and prosecution of the meritorious claims related to the conduct of the Debtor's affairs, including relationships and transactions with affiliates and insiders; e. assist the committee in the review, analysis and negotiation of any plan of reorganization that may be filed and to assist the committee in the review, analysis and negotiation of the disclosure statement accompanying any plan of reorganization; f. assist the committee in its examination, analysis and prosecution of any claims arising under Chapter 5 of the Bankruptcy Code; g. assist the committee in the review, analysis and negotiation of any financing or funding agreements; h. take all necessary actions to protect and preserve the interests of the committee, including, without limitation, the prosecution of actions on its behalf, negotiations concerning all litigation in which the Debtor is involved, and review and analyze all claims filed against the Debtor's estate; i. prepare legal papers in support of positions taken by the committee; j. appear, as appropriate, before the bankruptcy court, the appellate courts and other courts in which matters may be heard; and k. perform all other necessary legal services in this Chapter 11 case. The firm has agreed to reduce its rates and is limiting the number of professionals involved to reduce administrative costs in this case. The discounted hourly rates are as follows: Paralegals $275 Jory Cook $495 Daren R. Brinkman $750 As disclosed in court filings, Brinkman is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daren R. Brinkman, Esq. Brinkman Law Group, PC 543 Country Club Drive, Suite B Wood Ranch, CA 93065 Tel: (818) 597-2992 Fax: (818) 597-2998 Email: dbrinkman@brinkmanlaw.com attorneys@brinkmanlaw.com About Rialto Bioenergy Facility Rialto Bioenergy Facility, LLC owns and operates a multi-feedstock bioenergy facility in Rialto, Calif., which converts organic waste, such as food waste, yard waste, and biosolids into carbon-negative renewable natural gas, with capability to also generate renewable electricity and soil amendment/fertilizer. The facility, the largest in North America and valued at $196.6 million, utilizes anaerobic digestion technology to convert the organic waste received from waste haulers into renewable natural gas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Calif. Case No. 23-01467) on May 25, 2023, with $100 million to $500 million in both assets and liabilities. Yaniv Scherson, vice president, signed the petition. Judge Christopher B. Latham oversees the case. The Debtor tapped Ron Bender, Esq., at Levene, Neale, Bender, Yoo and Golubchik, LLP as bankruptcy counsel; B. Riley Securities, Inc. as financial advisor; and GlassRatner Advisory & Capital Group, LLC as valuation consultant. UMB Bank, N.A. as Indenture Trustee is represented by Nahal Zarnighian, Esq., at Ballard Spahr, LLP. The U.S. Trustee for Region 15 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Brinkman Law Group, PC. ROGER T. BRILL: Seeks to Hire BransonLaw as Bankruptcy Counsel -------------------------------------------------------------- Roger T. Brill, M.D., F.A.C.S. P.A. seeks approval from the U.S. Bankruptcy Court for the Middles District of Florida to hire BransonLaw, PLLC. The Debtor requires legal counsel to: a. assist in the formulation of a Chapter 11 plan of reorganization; b. prosecute and defend any causes of action on behalf of the Debtor; c. prepare reports and legal papers; and d. provide all other services of a legal nature. The hourly rates of the firm's attorneys and staff range from $495 to $200. Prior to its Chapter 11 filing, the Debtor paid an advance fee of $8,665 for the firm's post-petition services and expenses and the filing fee of $1,738. Jeffrey Ainsworth, Esq., an attorney at BransonLaw, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. BransonLaw can be reached through: Jeffrey S. Ainsworth, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Roger T. Brill Roger T. Brill, M.D., F.A.C.S. P.A. offers cosmetic and reconstructive plastic surgery in Gainesville, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01452) on June 22, 2023, with $132,727 in assets and $1,162,823 in liabilities. Jerrett McConnell, Esq., at McConnell Law Group, P.A. has been appointed as Subchapter V trustee. Judge Jason A. Burgess oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC is the Debtor's counsel. SENSATA TECHNOLOGIES: Moody's Alters Outlook on 'Ba2' CFR to Pos. ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba2 corporate family rating and Ba2-PD probability of default rating of Sensata Technologies B.V.'s ("Sensata"). Moody's also upgraded the rating on the senior secured credit facility at Sensata Technologies, Inc.'s ("Technologies") to Baa2 from Baa3 and the ratings of the senior unsecured debt at both Sensata and Technologies to Ba2 from Ba3. The outlook was changed to positive from stable. The company's speculative grade liquidity rating of SGL-1 is unchanged. The upgrade of Sensata's senior secured and unsecured debt ratings follow the repayment of the company's first lien term loan and is reflective of a lower expected loss in a bankruptcy scenario, owing to less secured debt in the capital structure. The affirmation of the CFR and the positive outlook reflect Moody's expectation that leverage will continue to decline as the company improves margin, wins new business and most importantly, repays debt with available cash flow. Therefore, governance is a key driver of the rating action resulting from Sensata's management's public commitment to repay its maturing notes with cash in 2024 and 2025. Upgrades: Issuer: Sensata Technologies B.V. Senior Unsecured Regular Bond/Debentures, Upgraded to Ba2 from Ba3 Issuer: Sensata Technologies, Inc. Senior Secured Revolving Credit Facility, Upgraded to Baa2 from Baa3 Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 from Ba3 Affirmations: Issuer: Sensata Technologies B.V. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Outlook Actions: Issuer: Sensata Technologies B.V. Outlook, Changed To Positive From Stable Issuer: Sensata Technologies, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Sensata's Ba2 rating reflects the company's good scale in the specialized and fragmented sensors and controls market and its deep entrenchment in its customer's products. The company is winning a significant amount of new business from its differentiated product offerings in key megatrend areas for its customers in electrification and insights (providing data insights to transportation and logistics customers using telematics and asset tracking devices). Sensata's ratings also reflect the company's exposure to cyclical end markets, the largest being automotive. Sensata has a history of leveraging acquisitions and debt-to-LTM EBITDA is high at around 4.5 times at June 30, 2023. Moody's expects it to improve to below 4.0 times over the next 12-18 months driven by topline growth of 1-3% for 2023 that will drive profit dollar growth. Sensata has implemented pricing actions to offset inflationary increases in input costs, and Moody's expects 2023 profit margin to improve, largely from improved operating efficiency with higher volumes. Sensata is expected to have over $350 million of free cash flow in 2023, which also takes into consideration roughly $73 million of expected dividends. The positive outlook reflects Moody's expectations that Sensata's profit dollars will grow while debt is repaid such that debt-to-EBITDA approaches 3.5 times by the end of 2024 and improves to below 3 times in 2025. Sensata's SGL-1 speculative liquidity rating is indicative of very good liquidity, which is largely supported by its healthy cash balance of $857 million at June 30, 2023 and Moody's expectation for free cash flow of over $350 million in 2023. In addition, substantially all of the company's $750 million revolving credit facility will be available. Moody's does not expect revolver drawings in the near term due to the company's large cash balance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Sensata can sustain debt-to-EBITDA below 3.5 times, free cash flow to debt above 13%, and EBITA margin in excess of 20%. The ratings could be downgraded if debt-to-EBITDA is sustained above 4.25 times, free cash flow-to-debt is below 10%, or EBITDA-to-interest is below 4.5 times. In addition, the rating could be downgraded with a shift towards more aggressive financial policies or if there is a material weakening of liquidity. The principal methodology used in these ratings was Manufacturing published in September 2021. Sensata Technologies B.V. and Sensata Technologies, Inc., are indirect wholly-owned subsidiaries of Sensata Technologies Holding plc, which is a global manufacturer of sensors and controls products for the automotive, industrial, HVAC and aerospace markets. The company's products include sensors measuring pressure/force/speed, thermal and magnetic-hydraulic circuit breakers and switches. The company is publicly traded on the NYSE under the symbol ST. SERENE DISTRICT: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Serene District Townhomes, LLC 801 S Highway 78 Suite 307 Wylie, TX 75098 Business Description: The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns real property located at 2701 S Highway 78, Wylie Texas, valued at $2 million. Chapter 11 Petition Date: July 31, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-41365 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 Email: eric@ealpc.com Total Assets: $2,000,000 Total Liabilities: $1,375,000 The petition was signed by Ryan Cole as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/73TDEIY/Serene_District_Townhomes_LLC__txebke-23-41365__0001.0.pdf?mcid=tGE4TAMA SHARP SERVICES: Moody's Rates New $211.4MM Incremental Loan 'B2' ---------------------------------------------------------------- Moody's assigned a B2 rating to Sharp Services, LLC's $211.4 million incremental first lien term loan due 2028. The company's existing ratings, including its B3 corporate family rating, B3-PD probability of default rating, and B2 rating on first lien senior secured credit facilities are unaffected. The outlook remains stable. Proceeds from the $211.4 million incremental term loan along with approximately $81 million of equity contribution will be used to fund the purchase of the remaining 75% stake in Berkshire Sterile Manufacturing ("BSM"), as well as pay related transaction fees and expenses. As part of the transaction the company will also upsize its revolving facility to $130 million (increase of $40 million). While the acquisition of BSM is strategically sensible, the transaction will increase Sharp's financial leverage to 6.9 times (from 6.1x), on Moody's adjusted basis, for the twelve-month period ended June 30, 2023, and will slow company's deleveraging trajectory. However, Moody's expects BSM, to broaden Sharp's expertise and capabilities, as well as scale in primary sterile fill-finish and related services for vials, syringes, and cartridges. Additionally, BSM will provide Sharp with cross-selling opportunity of its clinical and commercial packaging services. Assignments: Issuer: Sharp Services, LLC Senior Secured 1ts Lien Term Loan, Assigned B2 RATINGS RATIONALE Sharp's B3 Corporate Family Rating reflects high financial leverage, with pro forma Moody's adjusted debt/EBITDA of 6.9x. The rating also reflects financial risks associated with private-equity ownership. Sharp's rating is also constrained by its moderate, albeit growing scale, both on an absolute basis and relative to several much larger competitors, as well as the risk of revenue losses due to selective in-sourcing by customers. Sharp benefits from its leading position among contract packaging services companies, a relatively well diversified customer base consisting largely of blue-chip pharmaceutical clients, and good visibility into the company's revenue streams. Moody's expects the company's growth will continue to be supported by favorable industry tailwinds, as the pharmaceutical industry will continue to increase its reliance on outsourced service providers. The first lien facility is rated B2, one notch above the B3 Corporate Family Rating, reflecting the priority lien on pledged assets and the benefit of a layer of loss absorption provided by the $157.5 million second lien term loan (unrated) due 2029. Sharp's ESG credit impact score (CIS-4) indicates the rating is lower than it would have been if ESG risk exposures did not exist. The score reflects social risks (S-4) driven by responsible production, reflecting risks associated with compliance with the comprehensive government regulations surrounding the operation of the company's specialized facilities and equipment. Governance risks (G-4) reflect the company's high financial leverage, as well as private equity ownership, which creates risk of aggressive financial policies. Moody's expects Sharp to maintain good liquidity over the next 12 months. Cash will total approximately $8 million at the close of the transaction. Additionally, Moody's expects that company's free cash flow will be in the range of $10-$20 million over the next 12 months, which will be sufficient to cover mandatory interest payments and debt amortization. Sharp's liquidity is further supported by an upsized $130 million revolving credit facility, expiring in 2026, which Moody's expects will have full availability at close of the transaction. The stable outlook reflects Moody's expectation that despite high financial leverage, the company will benefit from high-single digit earnings growth and sustain good liquidity, over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if Sharp was to experiences operating disruptions, a loss of a major contract or if financial policies became more aggressive. A downgrade could also occur if the company's liquidity profile were to erode, such that free cash flow was to turn negative on a sustained basis, or interest coverage falls below one times. Ratings could be upgraded if Sharp can profitably grow in scale while maintaining good liquidity, reflected in consistently positive free cash flow. Debt/EBITDA will need to be sustained below 6.0 times, for ratings to be upgraded. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Sharp Services, LLC, headquartered in Allentown, Pennsylvania, is a contract packaging organization, providing outsourced primary and secondary packaging solutions, primary fill finish and cold chain storage, as well as clinical services. Sharp Services, LLC generated revenues of approximately $478 million for the twelve months ended June 30, 2023. Sharp Services, LLC's parent firm and issuer of the audited financial statements, Sharp Topco LLC (guarantor of the rated debt) is majority owned by private equity firm Clayton Dubilier & Rice, along with minority stakes by the management team. STAUNTON AREA: Unsecureds to be Paid in Full Within 5 Years ----------------------------------------------------------- Staunton Area Ambulance Service submitted a First Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated July 19, 2023. Pursuant to the Plan, Debtor Staunton Area Ambulance Service proposes to pay its Creditors, after confirmation and the Effective Date of the Plan, from a combination of monies that Debtor has accumulated during this Chapter 11 Case and future income received by Debtor for 5 years following the Effective Date of the Plan unless otherwise provided herein. Under the Plan, Class 3 General Unsecured Claims are impaired. If the amount of Allowed Unsecured Claims remains at $2,261.52, the holders of Allowed Unsecured Claims shall be paid in full within 1 year of the Effective Date of the Plan. If the amount of Allowed Unsecured Claims exceeds $2,261.52, the holders of Allowed Unsecured Claims will be paid in full within 5 years of the Effective Date of the Plan. All of the Debtor's future income will be used to fund the Plan. Attorneys for the Debtor: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. CARMODY MACDONALD P.C. 120 South Central Ave., Suite 1800 Clayton, MO 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: ree@carmodymacdonald.com thr@carmodymacdonald.com A copy of the First Combined Disclosure Statement and Chapter 11 Plan of Reorganization dated July 19, 2023, is available at bit.ly/3qdiLGe from PacerMonitor.com. About Staunton Area Ambulance Service Staunton Area Ambulance Service, a tax-exempt ambulance service provider in Staunton, Ill., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Ill. Case No. 22-70777) on Nov. 21, 2022, with $1,641,287 in total assets and $473,700 in total liabilities. Dean DeVries, president of Staunton, signed the petition. Judge Mary P. Gorman oversees the case. Robert E. Eggmann, Esq., at Carmody Macdonald, PC is the Debtor's legal counsel. SURGALIGN HOLDINGS: Xtant Medical Wins Auction for Certain Assets ----------------------------------------------------------------- Surgalign Holdings, Inc., (OTC: SRGAQ), a global medical technology company focused on elevating the standard of care by driving the evolution of digital health, on July 28 disclosed that following a competitive court-supervised marketing and sale process, including a competitive auction, the Company has selected Xtant Medical Holdings, Inc. ("Xtant") as the successful bidder for its hardware and biologics assets and Augmedics, Inc. as the successful bidder for its digital health assets ("Augmedics" and together with Xtant, the "Successful Bidders"). The sale and marketing process, including the auction, was conducted in accordance with bidding procedures approved by the United States Bankruptcy Court for the Southern District of Texas, Houston Division, where the Company's chapter 11 cases are currently pending. The Official Committee of Unsecured Creditors participated in the auction as a consultation party. Xtant's bid for the hardware and biologics assets consists of a cash purchase price of $5 million and the assumption of certain liabilities, as set forth in the asset purchase agreement. In addition, Augmedics's bid for the digital health assets consists of a cash purchase price of $900,000 and the assumption of certain liabilities, as set forth in the asset purchase agreement. Both of the Successful Bidders' bids maximize the value and minimize the remaining duration of the Company's chapter 11 proceedings by providing a clear path forward for the Company to consummate a chapter 11 plan and return value to its stakeholders. Terry Rich, President and Chief Executive Officer of Surgalign, stated, "We are pleased to have concluded the sale process and believe with Xtant and Augmedics, our technology and its potential will live on. I cannot thank our customers and partners enough for their support through this process. Further, I want to acknowledge the entire Surgalign team for their unwavering commitment throughout the years, and for their ongoing passion to develop the best solutions to help drive better patient outcomes." "We are pleased to add these attractive assets that we anticipate will contribute to our growth," said Sean Browne, President and CEO of Xtant Medical. "Combined with the Coflex acquisition that we completed earlier this year, we are executing on our key growth drivers while scaling our business." The applicable asset purchase agreements between the Successful Bidders and the Company will be presented for approval to the Bankruptcy Court at the sale hearing set for August 8, 2023. The Successful Bidders and the Company will work to close the transactions promptly following approval of the sales by the Bankruptcy Court. Additional information about Surgalign's chapter 11 proceedings is available through the Company's claims agent Kroll Restructuring Administration LLC ("Kroll"). Interested parties can view documents by visiting https://restructuring.ra.kroll.com/surgalign, or by calling the toll-free hotline at +1 (833) 939-6015 or for calls originating outside the U.S., by calling +1 (646) 440-4843. Inquiries can also be sent directly to Kroll at surgaligninfo@ra.kroll.com. White & Case LLP is serving as the Company's legal counsel, Alvarez & Marsal Securities, LLC is serving as investment banker, and Alvarez & Marsal North America, LLC is serving as financial advisor to the Company. About Xtant Medical Holdings, Inc. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity and degenerative procedures. Xtant people are dedicated and talented, operating with the highest integrity to serve our customers. The symbols (TM) and (R) denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property of their respective owners. About Surgalign Holdings Surgalign Holdings, Inc. is a global medical technology company focused on elevating the standard of care by driving the evolution of digital health. It has developed an artificial intelligence and augmented reality technology platform called HOLO AI, which the company views as a powerful suite of AI software technology which connects the continuum of care from the pre-op and clinical stage through post-op care, and is designed to achieve better surgical outcomes, reduce complications, and improve patient satisfaction. Surgalign Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90731) on June 19, 2023. At the time of the filing, the Debtors reported $50 million to $100 million in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped White & Case, LLP as bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel; and Alvarez & Marsal North America, LLC and Alvarez & Marsal Securities, LLC as investment bankers, and restructuring and financial advisors. Kroll Restructuring Administration, LLC, is the Debtors' notice and claims agent. TALKING TADPOLES: Unsecureds Will Get 100% of Claims over 5 Years ----------------------------------------------------------------- Talking Tadpoles, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated July 25, 2023. The Debtor started operations in March 2015. The Debtor operates its pediatric therapy practice that offers a full range of services for communication, feeding, sensory, and fine motor difficulties for children birth through 21 years of age therapy businesses. The Debtor is currently owned 50% by Julissa Iracheta and 50% by Norberto Iracheta, Jr. Mrs. Iracheta will remain the Executive Director and representative of the Debtor going forward. The Debtor had to file bankruptcy due aggressive tactics of the multiple merchant cash advance companies. These tactics by the merchant cash advance companies put an impossible strain on the finances of the company, including the withdrawal of funds and the inability to allow it to pay employees or operate. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. The Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into seven classes of Claimants. These claimants will receive cash repayments over a period of time beginning on the Effective Date. While the Debtor's Plan proposes to pay claims not to exceed 5 years, nothing prevents Debtor from prepaying its claims. Class 6 consists of Allowed Unsecured Claims. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next 5 years beginning not later than the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the additional 4 years remaining on this date. Debtor may begin on the 15th day of the month after the effective date of confirmation, to begin disbursements to the Class 6 claims. The Debtor will distribute up to $162,855.24 to the general allowed unsecured creditor pool over the 5-year term of the plan. The Debtor's General Allowed Unsecured Claimants will receive 100%of their allowed claims under this plan. Any creditors listed in the schedules of Talking Tadpoles, LLC as disputed and did not file a claim will not receive distributions under this plan. This Class is impaired. Class 7 consists of Equity Interest Holders. The current owner will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Class 7 Claimants are not impaired under the Plan. The Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated July 25, 2023 is available at https://urlcurt.com/u?l=RFyf44 from PacerMonitor.com at no charge. Counsel to the Debtor: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About Talking Tadpoles Taking Tadpoles, LLC operates a pediatric therapy practice that offers a full range of services for communication, feeding, sensory, and fine motor difficulties for children. Taking Tadpoles sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-41165) on April 26, 2023. In the petition signed by its executive director, Julissa Irachet, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Mark X. Mullin oversees the case. Robert C. Lane, Esq., at Lane Law Firm, is the Debtor's legal counsel. THREE NICKELS: Available Cash to Fund Plan Payments --------------------------------------------------- Three Nickels, LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with Chapter 11 Plan of Reorganization dated July 25, 2023. The Debtor is a New York limited liability company formed on March 27, 2007. The Debtor's sole member if Daniel Reifer. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Property consists of an approximately 135' x 210' lot with a 6 floor, 85-unit, residential apartment building situated thereon. The Debtor acquired title to the Property by deed dated October 17, 2007. Substantially all of the apartment units within the Property are rented. Other than its ownership and management of the Property, the Debtor has no other significant assets or business operations. The Property is presently encumbered by, at a minimum: (a) a first priority mortgage lien in favor of Ocean Lender LLC securing amounts which the Lender asserts totaled approximately $14,300,000 as of July 7, 2023 (and purportedly accruing interest at the contract default rate of 24%, i.e., $8,717 per day); (b) secured real property taxes owed to the New York City Dept. of Finance in the asserted amount of approximately $280,585; and (c) secured obligations owed to the New York City Water Board in the asserted amount of $104,040. The Plan contemplates: (a) the Debtor's surrender of the Deed to the Property to Ocean Lender on the Effective Date; (b) the retention by the New York City Dept. of Finance and the New York City Water Board of their respective Liens against the Property; (c) the retention by LG Funding LLC of its Lien against any property of the Estate which serves as its collateral; (d) the distribution of the Available Cash on hand with the Debtor as of the Effective Date (presently estimated to total approximately $275,000) to pay Statutory Fees, Administrative Claims and Priority Tax Claims in full and a Pro Rata Distribution of any funds remaining thereafter to holders of General Unsecured Claims; and (e) the cancellation of the (equity) Interests in the Debtor on the Effective Date. Class 5 consists of any and all Allowed Claims against the Debtor other than Statutory Fees, Administrative Claims, Priority Tax Claims, or Secured Claims. The Debtor estimates that any other Allowed Class 5 General Unsecured Claims total approximately $120,000.00 not including the unsecured deficiency portion of any Secured Claims. Each holder of an Allowed Class 5 General Unsecured Claims will receive a Pro Rata Distribution of any Available Cash remaining after full payment of all Statutory Fees, Administrative Claims and Priority Tax Claims on the Effective Date. Class 6 consists of all equity Interests in the Debtor, all of which are held by Daniel Reifer. Class 6 is impaired under the Plan. All Interests in the Debtor will be cancelled on the Effective Date. In furtherance of implementation of this Plan, on the Effective Date, the Debtor shall: (a) surrender the Deed to the Property to Ocean Lender in full satisfaction of the Allowed Ocean Lender Secured Claim; and (b) shall distribute the Available Cash, first in full payment of any Statutory Fees, second in payment of any Allowed Administrative Claims, third in payment of any Allowed Priority Tax Claims, and fourth and lastly Pro Rata to the holders of Allowed General Unsecured Claims. Except as set forth elsewhere in this Plan all payments required to be made under this Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan from the Available Cash. A full-text copy of the Disclosure Statement dated July 25, 2023 is available at https://urlcurt.com/u?l=XjEU8p from PacerMonitor.com at no charge. Counsel to the Debtor: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. Pick & Zabicki, LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Email: dpick@picklaw.net About Three Nickels Three Nickels, LLC is a New York limited liability company formed on March 27, 2007. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41456) on April 27, 2023, with as much as $50,000 in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki, LLP as legal counsel and MorrisAnderson & Associates, Ltd. as financial advisor. UPTOWN 240: Amends Unsecureds Claims Pay Details ------------------------------------------------ Uptown 240 LLC submitted an Amended Disclosure Statement to accompany Plan of Reorganization. Pursuant to the Plan, the Debtor shall either restructure its debt and obligations with a partial refinance, or shall sell the Property and make distributions to creditors from sale proceeds. On April 25, 2023, the Debtor timely filed its Objection to the Motion for Relief from Stay, asserting that there is significant equity in the Property, that the Debtor has a reasonable likelihood of confirming a plan of reorganization, and that the case was filed in good faith. The Parties resolved the Motion for Relief from Stay through the Settlement Agreement attached to the Plan, and that is subject to Court approval. The Debtor filed a Motion to Approve the Settlement Agreement on July 20, 2023. For the avoidance of a doubt, the Debtor is currently pursuing a refinance or a sale contemporaneously. The Debtor has not foreclosed either possibility, and will exercise sound business judgment in pursuing the options available to it to maximize the value of the estate and pay its creditors. If the Debtor is unable to close on a refinance by mid-September, the Debtor will forgo its refinancing efforts and commit to a sale of the Property for the highest possible value. The Class 2a through 2d, Class 3, Class 4, and Class 5 Claims (collectively the "Secured Claims") constitute the remaining secured claims against the Property, secured by either a deed of trust, mechanics lien, statutory lien, or judgment lien. Pre-petition, litigation was commenced by the holders of certain mechanics liens to determine the extent validity, and priority of the respective liens against the Property. The Secured Claims are impaired by the Plan. Subject to the proposed Secured Claim Payment, the Secured Claims shall be allowed (i) in the principal amount owed on the Effective Date of the Plan or (ii) if the Holders of Secured Claims object, in an amount to be determined by the Court on or before the Confirmation Date; or (iii) an amount agreed upon by the Debtor and the respective Holder of a Secured Claim on or before the Confirmation Date. All Secured Claims shall retain their liens until the earlier of the Debtor's closing on a Bridge Loan or sale of the Property. Upon the occurrence of either event, the liens shall transfer to the Proceeds of the Bridge Loan or sale. Class 8 is comprised of the General Unsecured Claims against the Debtor. The Distributions to Class 8 Creditors will depend on the scenario under which the Debtor proceeds. Scenario 1 – Refinance: * If the Debtor is proceeding with a refinance through a closing the Bridge Loan, beginning on the earlier of: 1) the eighteen-month anniversary of the Effective Date of the Plan, or 2) the date on which the Debtor completes its first unit, the Debtor will, at the end of each month set aside 50% of its Net Revenue into a segregated account ("Unsecured Creditor Account"). Each time three deposits have been deposited into the Unsecured Creditor Account, the Debtor shall make distributions to Class 8 Creditors on a pro rata basis. Distributions shall continue until Class 8 Creditors are paid in full. * Assuming that the Debtor completes the first unit through the issuance of a Certificate of Occupancy approximately eighteen months after the Effective Date of the Plan, the Debtor anticipates that Class 8 Claims shall be paid in full approximately 6 months thereafter if all of the Buyers elect to have their Sale Contracts assumed. If the Buyers reject their Sale Contracts, payment of the Class 8 Claims will likely take longer than six months, but are anticipated to be paid in full no later than 3 years after the Effective Date of the Plan. * Despite the wide range of possibilities with the amount of claims, once units are completed, the Debtor anticipates that closings will occur for all units within approximately 6 months thereafter, as all units are anticipated to finished at roughly the same time, and demand for the units remains high. * The Debtor has remaining receivables of approximately $20 million, and additional available condominiums that are anticipated to generate an additional $50 million in proceeds. If all contracts are rejected, the additional revenue is anticipated to increase, as market rates have increased since the Debtor entered into the prior Purchase Agreements. As such, even after payment of the Construction Loan, the Debtor anticipates sufficient revenue to pay all unsecured creditors in full no later than the closing on the final unit, which is anticipated to occur no later 18 months after construction resumes, which date is anticipated to be no more than 2 years and 3 months following the Effective Date of the Plan. Scenario 2 – Sale of Property: * If the Debtor is proceeding with a sale of the Property, the Debtor shall work with professionals to maximize the value of the Property. Upon sale of the Property, the Proceeds shall be used first to satisfy the Class 1 through 5 Claims and any Administrative Expense Claims, and any remaining amount shall be distributed on a pro rata basis to Class 8 Creditors. * In addition to the distributions set forth above, Class 8 shall be entitled to receive the proceeds whether obtained by litigation or settlement, net of attorney fees, expert fees, costs, obtained from any Causes of Action pursued by the Debtor, including Avoidance Actions which shall not revest in the Debtor and which shall remain property of the estate post-Effective Date. Scenario 1 – Refinancing of the Debtor Within 5 business of the Confirmation Date or such later date as may be set by the Court, the Debtor will be required to close a Bridge Loan in an amount of not less than $15.7 million in funding to the Debtor, including any holdbacks or escrowed amounts. The amount of the new loan is subject to the amount of funds agreed to be advanced by the new lender and the Debtor will file a notice of the final loan amount at least 3 days prior to any hearing on Confirmation of the Plan. The Proceeds of the Bridge Loan will be distributed in accordance with the terms of the Plan. The Debtor has received a firm Commitment Letter from Fairchild. Pursuant to the Commitment Letter, all contingencies have been met and the loan is set to close no later than September 15, 2023 in conjunction with the confirmation of the Plan and upon closing, will provide the Debtor with a loan in the amount of $19.5 million for a partial refinance. The proposed loan has a variable interest rate based on the 1-month Secured Overnight Financing Rate plus 8.81 base percental point, which is approximately 13.88% as of the date of filing this Disclosure Statement. The proposed loan further has an origination fee in the amount of approximately $780,000 which is deducted from the lent funds, reducing the balance to $18,720,000. The Bridge Loan also includes an interest and tax reserve that will be withheld from the loan proceeds as well. If the interest reserve is in an amount to cover a full year of interest, the reserve will be approximately $2.9 million, reducing the loan proceeds to $16,013,400. This amount is sufficient to pay all secured creditor payments under the Plan, which are estimated to be approximately $14,529,079.80, as well as administrative expense claims and the costs associated with obtaining permits in order to move construction forward. The Debtor is also aware of two additional mechanics liens filed against the Property. While the Debtor believes that the mechanics liens are included in Symmetry's Claim, if not, it could increase the lien payouts by an additional $349,643.09. The Debtor still anticipates that there will be sufficient funds from the Bridge Loan to meet all obligations under the Plan. Pre- and post-Petition Date, the Debtor has met with a number of other prospective lenders and as of the date of filing this Disclosure Statement, has not received a better offer from any other prospective lender. Fairchild has also provided a Conditional Commitment Letter for a subsequent construction loan. The proposed Construction Loan is for $49.2 million, from which a 4% origination fee in the amount of $1,968,000 would be deducted, and an interest reserve in a yet to be determined amount. The proposed Construction Loan would further bear interest at a rate based on the 1-month Secured Overnight Financing Rate plus 9.25 base percental point, which is approximately 14.32% as of the date of filing this Disclosure Statement. The Debtor anticipates that the amount from the Construction Loan even after deduction of loan costs and interest reserves will be sufficient to funds the remainder of the construction. Scenario 2 - Sale of the Property In consultation with the Committee and Secured Creditors, the Debtor may sell the Property pursuant to 11 U.S.C. 363 prior to confirmation of this Plan. While the Debtor shall consult with the Committee and Secured Creditors, the Debtor retains sole discretion to determine whether to proceed with a sale ahead of confirmation of the Plan. Alternatively, if the Debtor does not proceed with a pre Confirmation Date sale and is not able to close on the Bridge Loan within 5 days of the Confirmation Date, the Debtor shall continue to work with Hilco to sell the Property. To remain in compliance with the Settlement Agreement with JGJP, a closing on any sale must occur on about October 16, 2023, and thus the Debtor intends to proceed with marketing the Property, even while it is pursuing its refinancing efforts. The Debtor does not have an anticipated sale price at this time. On July 25, 2023, the Debtor filed proposed Bid Procedures. Any proposed sale must comply with the Bid Procedures, subject to Court approval. Consistent with the application to employ, Hilco shall be entitled to receive a commission in the amount of 4% of the sale price, and reimbursement of not more than $25,000 in costs. A full-text copy of the Amended Disclosure Statement dated July 25, 2023 is available at https://urlcurt.com/u?l=d5bNrI from PacerMonitor.com at no charge. Counsel to the Debtor and Debtor in Possession: Keri L. Riley, Esq. KUTNER BRINEN DICKEY RILEY, P.C. 1660 Lincoln St., Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 E-mail: klr@kutnerlaw.com About Uptown 240 Uptown 240, LLC owns and operates a condominium complex in Dillon, Colo. The residences are an exclusive collection of 80-luxury mountain and lakeview condominiums. Uptown 240 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-10617) on Feb. 23, 2023, with $10 million to $50 million in both assets and liabilities. Danilo A. Ottoborgo, president of Uptown 240, signed the petition. Judge Thomas B. Mcnamara presides over the case. The Debtor tapped Keri L. Riley, Esq., at Kutner Brinen Dickey Riley, PC as legal counsel and Eide Bailly, LLP as accountant. On April 21, 2023, the Office of the U.S. Trustee appointed an official committee of unsecured creditors in this Chapter 11 case. Onsager Fletcher Johnson Palmer, LLC serves as the committee's counsel. VIVAKOR INC: Posts $2.5 Million Net Loss in First Quarter --------------------------------------------------------- Vivakor, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to the Company of $2.53 million on $15.54 million of total revenues for the three months ended March 31, 2023, compared to a net loss attributable to the Company of $600,883 on $0 of total revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $74.72 million in total assets, $50.06 million in total liabilities, and $24.66 million in total stockholders' equity. Vivakor said, "We have historically suffered net losses and cumulative negative cash flows from operations, and as of March 31, 2023, we had an accumulated deficit of approximately $57.7 million. As of March 31, 2023 and December 31, 2022, we had a working capital deficit of approximately $6.4 million and $3.7 million, respectively. As of March 31, 2023 we had cash of approximately $2.7 million. In addition, we have obligations to pay approximately $14.1 million (of which approximately $13.2 million can be satisfied through the issuance of our common stock under the terms of the debt and $410,200 is related to PPP loans that are anticipated to be forgiven with the remainder) of debt in cash within one year of the issuance of these financial statements. Our CEO has also committed to provide credit support through December 2024, as necessary, for an amount up to $8 million to provide the Company sufficient cash resources, if required, to execute its plans for the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. We believe the liquid assets and CEO commitment give it adequate working capital to finance our day-to-day operations for at least twelve months through July 2024." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001450704/000182912623004968/vivakor_10q.htm About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and developer of clean energy technologies and environmental solutions, primarily focused on soil remediation. The Company specializes in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based substances. Vivakor reported a net loss attributable to the Company of $19.44 million in 2022, a net loss attributable to the company of $5.48 million in 2021, a net loss attributable to the company of $2.18 million in 2020. VOXTUR ANALYTICS: TSX Reinstates Trading of Shares -------------------------------------------------- Voxtur Analytics Corp. (TSXV: VXTR; OTCQB: VXTRF) ("Voxtur" or the "Company"), a North American technology company creating a more transparent and accessible real estate lending ecosystem, on July 28 disclosed that, further to the news release issued on July 25, 2023 announcing that the cease trade order issued by the Ontario Securities Commission had been revoked, the TSX Venture Exchange has approved the reinstatement of trading effective August 1, 2023. The Company disclosed that, further to the news release issued on July 19, 2023, the cease trade order issued by the Ontario Securities Commission on July 18, 2023, was revoked on July 24, 2023, following the Company's release of its Q1 2023 financial results. About Voxtur Voxtur -- http://www.voxtur.com-- is a transformational real estate technology company that is redefining industry standards in a dynamic lending environment. The Company offers targeted data analytics to simplify tax solutions, property valuation and settlement services throughout the lending lifecycle for investors, lenders, government agencies and servicers. Voxtur's proprietary data hub and workflow platforms more accurately and efficiently value assets, originate and service loans, securitize portfolios and evaluate tax assessments. The Company serves the property lending and property tax sectors, both public and private, in the United States and Canada. VOYAGER AVIATION: Files for Chapter 11 to Facilitate Sale --------------------------------------------------------- Voyager Aviation Holdings, LLC ("VAH"), a leading global aviation investment firm, on July 27 disclosed that it has reached an agreement with Azorra Explorer Holdings Limited (an affiliate of Azorra Aviation Holdings, LLC) to sell substantially all of VAH's assets and for Azorra to assume and maintain ongoing employee and business arrangements with VAH's employees and aircraft lessees. The combined platform will benefit from a multitude of advantages, including scale, asset and customer diversification, a strong balance sheet and the melding of two world-class teams. The agreement will create a stronger, more diversified platform as VAH and Azorra bring together a global customer base, talented employees, and unique commercial aircraft leasing solutions to better serve their airline customers. After engaging in a robust marketing process, VAH and its financial advisors determined that the agreement with Azorra would enable the Company to maximize value for all stakeholders, position its assets and valued customers for continued success, and capitalize on the rebound of the commercial aircraft leasing industry. VAH and Azorra have a shared vision of continuing to innovate with a focus on growth and stability that will serve as a strong foundation for the future of the fast-growing business. "VAH has always focused on using its entrepreneurial culture to provide the best possible support and service for our customers, and we are confident that this combination positions us to benefit all of our stakeholders," said VAH's Executive Chairman, Hooman Yazhari. "The agreement with Azorra presents the best opportunity for our airline customers and employees, and we look forward to a very bright future." To execute an efficient and value-maximizing sale, VAH has filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code. The Company is entering Chapter 11 with a sale agreement with Azorra, a Chapter 11 plan and the support of key financial stakeholders to sell substantially all of VAH's assets and transition its employees and lease agreements to Azorra, as documented in a restructuring support agreement. To guide VAH through the Chapter 11 and sale process, the Company has appointed a Chief Restructuring Officer, Robert Del Genio from FTI Consulting. Robert is an expert in guiding companies like VAH through this process. In connection with Robert's appointment, Hooman Yazhari will be stepping down from his role as Executive Chair following a transition period and continuing as a non-executive Director. Throughout this process, VAH will continue to focus on its day-to-day business of providing commercial aircraft leasing solutions to prominent passenger airlines that rely on the Company for its extensive aviation knowledge. VAH will continue operating as usual and is working to close the sale process as soon as possible, with the target of completing sales, including the lease novations by Q4 2023 -- Q1 2024. The Company is confident that the sale to Azorra creates a unique and differentiated platform, which will be well placed to capture the new opportunities the airline market is presenting, serve its customers and provide its employees the best possible place to work. VAH was advised in this process by Milbank LLP, Vedder Price P.C., Greenhill & Co., LLC., and FTI Consulting. About Azorra Azorra -- http://www.azorra.com/-- is a relationship-driven aircraft lessor that provides leasing, financing, fleet transition and asset management solutions to aircraft investors, financiers and airline operators worldwide. Azorra's multi-cultural team reflects the global markets that we serve and includes core competencies in aviation law, aircraft finance, maintenance, marketing, sales and leasing. Our team is led by seasoned veterans having a shared history of success and is complimented with young professionals that bring fresh perspective, ideas, and enthusiasm. Azorra currently owns and manages a fleet of 83 aircraft on lease to 25 operators in 19 countries on 5 continents around the world, with total commitments of more than 140 aircraft including orders for new Airbus A220-100/300 aircraft and Embraer E190/195-E2s. The company is headquartered in Fort Lauderdale, Florida with offices in Dublin, Ireland. About VAH VAH is a privately held aviation investment firm and commercial aircraft leasing company based in the United States and Ireland. The Company has a global customer base of prominent passenger airlines that includes Air France, Breeze Airways, Cebu Pacific, ITA, Philippine Airlines, Sichuan Airlines, and Turkish Airlines. WINCHESTER REAL ESTATE: Taps Jones & Walden as Legal Counsel ------------------------------------------------------------ Winchester Real Estate Investment Company, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Jones & Walden. LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $250 - $450 per hour Paralegals $110 - $200 per hour Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie M. Pineyro, Esq. Jones & Walden LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About Winchester Real Estate Investment Company Winchester Real Estate Investment Company, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Villa Rica, Ga. Winchester Real Estate Investment Company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10773) on June 30, 2023, with $1 million to $10 million in both assets and liabilities. James W. Davis, III, manager, signed the petition. Judge Paul Baisier oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC represents the Debtor as legal counsel. [*] Christine Chen Joins Greenberg Traurig's Boston Office ---------------------------------------------------------- Global law firm Greenberg Traurig, LLP added Christine Chen to its Boston office as an associate in the firm's Banking & Finance Practice. Ms. Chen focuses her practice on representing private credit providers, including business development companies, private debt funds, specialty finance companies, and sovereign wealth funds, in a wide range of leveraged loan transactions across the capital structure spectrum. She has experience with private credit transactions, including first-in/last-out financings, unitranche financings, secured and unsecured mezzanine financings, second lien loans, asset-based financings, and other deal structures regarding acquisition financings, refinancings, leveraged buyouts, dividend recapitalizations, restructurings, forbearances, cross-border financings, and debtor-in-possession financings. Ms. Chen obtained her J.D. from Boston College Law School and her B.A. from Brandeis University. She speaks fluent Chinese (Mandarin). About Greenberg Traurig's Boston Office: Established in 1999, Greenberg Traurig's Boston office is home to more than 85 attorneys practicing in the areas of banking and finance, corporate, emerging technology, energy, environmental, gaming, governmental affairs, intellectual property, labor and employment, life sciences and medical technology, litigation, public finance, real estate, restructuring and bankruptcy, tax,and white collar defense and investigations. An important contributor to the firm's international platform, the Boston office includes a team of nationally recognized attorneys with both public and private sector experience. The team offers clients the value of decades of helping clients in complex legal matters and hands-on knowledge of the local business community, supported by the firm's vast network of global resources. Greenberg Traurig, LLP has more than 2650 attorneys in 45 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 5.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. Web: http://www.gtlaw.com/ ********* 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 ***