/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230808.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, August 8, 2023, Vol. 27, No. 219 Headlines 117 SPENCER: Court OKs Cash Collateral Access Thru Sept 28 9TH & 10TH STREET: Unsecureds Owed $3.2M to Get up to 100% in Plan A&P PINTO: Files Emergency Bid to Use Cash Collateral ACRO BIOMEDICAL: Incurs $4 Million Net Loss in First Quarter AGOGIE INC: Wins Continued Use of Cash Collateral ALL AMERICA: Aaron Cohen Named Subchapter V Trustee ALLIED HEALTHCARE: Ravinia Completes 363 Bankruptcy Sale Process AMC ENTERTAINMENT: $2B Bank Debt Trades at 24% Discount APPHARVEST PRODUCTS: U.S. Trustee Appoints Creditors' Committee ARDELYX, INC: Raises Going Concern Doubt ATH SPORTS: Court OKs Deal on Cash Collateral Access AUDACY CAPITAL: $770M Bank Debt Trades at 49% Discount AVINGER INC: Granted Until Nov. 14 to Regain Nasdaq Compliance BARNES & NOBLE: Reaches Refinancing Terms Deal With Stakeholders BELLE ISLE: Aaron Cohen Named Subchapter V Trustee BENEFYTT TECHNOLOGIES: Committee Gets OK to Hire Financial Advisor BENEFYTT TECHNOLOGIES: Committee Taps Lowenstein as Legal Counsel BENEFYTT TECHNOLOGIES: Committee Taps McDermott as Legal Counsel BIJOU HILL: Has Deal on Cash Collateral Access Thru Oct 23 BLOCKFI INC: Committee Settles With Insiders Over Collapse BLOCKFI INC: Reaches Deal With Creditor for Chapter 11 Plan BLUE SEVEN: Unsecureds Owed $160K to Get 46 Cents on Dollar BLUEKEY CONSTRUCTION: Seeks Cash Collateral Access Thru Oct 31 BRIGHT MOUNTAIN: Gets Additional $2MM Under Centre Lane Credit Pact BYJU'S ALPHA: $1.20B Bank Debt Trades at 48% Discount CAM-CAR COLLEGE: Lender Seeks to Prohibit Cash Collateral Access CAMBER ENERGY: Completes Acquisition of Viking Energy CENTER FOR AUTISM: Court Approves Disclosure and Confirms Plan CHINAH USA: Samuel Dawidowicz Named Subchapter V Trustee CIBT GLOBAL: $385M Bank Debt Trades at 29% Discount CIDARA THERAPEUTICS: Raises Going Concern Doubt CIVITAS RESOURCES: Fitch Ups IDR to 'BB' Amid Tap & Hibernia Deal CIVITAS RESOURCES: S&P Ups ICR to 'BB-' After Close of Acquisitions CONNEXA SPORTS: Raises Going Concern Doubt CONSUMER ACTION: Has Deal on Cash Collateral Access CONVERGEONE HOLDINGS: $1.11B Bank Debt Trades at 39% Discount CORNERSTONE CHEMICAL: S&P Downgrades ICR to 'CCC', Outlook Neg. CS LEE: Files Emergency Bid to Use Cash Collateral CYTOSORBENTS CORP: Posts $6.2 Million Net Loss in Second Quarter CYXTERA TECHNOLOGIES: Files Proposed Plan of Reorganization DEAN GUTIERREZ: Files Emergency Bid to Use Cash Collateral DERRICK'S SPORT: Marc Albert Named Subchapter V Trustee DIAMOND SPORTS: $635M Bank Debt Trades at 35% Discount DIOCESE OF SYRACUSE: Agrees to Pay $100 Million to End Abuse Claims DIRECT MARKETING: Unsecureds Will Get 22% of Claims in 5 Years DIVERSIFIED HEALTHCARE: Posts $72.6M Net Loss in Second Quarter DT MIDSTREAM: Fitch Alters Outlook on 'BB+' LongTerm IDR to Pos. FTX TRADING: Creditors Very Disappointed in Draft Chapter 11 Plan FTX TRADING: Draft Plan Seeks FTT Wipeout, Cash Repayment GENESIS GLOBAL: Reaches Deal With FTX on Bankruptcy Claims GIRARDI & KEESE: Insurer Wants Out of Ex-Atty Fraud Lawsuit GRADE A HOME: Wins Cash Collateral Access Thru August 31 GULF COAST TRANS: Court OKs Cash Collateral Access Thru Aug 10 HANDPICKED INC: Court OKs Cash Collateral Access on Final Basis HART INC: Court OKs Interim Cash Collateral Access HEART O'GOLD: Seeks Cash Collateral Access IMEDIA BRANDS: Judge Approves Short Sale Timeline JAJE ONE: Amends Deutsche Bank Secured Claim Pay Details JO-ANN STORES: $675M Bank Debt Trades at 52% Discount JP INTERMEDIATE B: $450M Bank Debt Trades at 60% Discount KALI COURT: Court OKs Cash Collateral Access on Final Basis KRATON CORP: S&P Downgrades ICR to 'B+' on Underperformance LA FAMILIA: Brian Foltyn Named Subchapter V Trustee LABRUZZO WOODLANDS: Seeks Cash Collateral Access LESLIE'S POOLMART: S&P Alters Outlook to Neg., Affirms 'BB-' ICR LG TRUCKING: Wins Cash Collateral Access on Final Basis LIGHTHOUSE IMMERSIVE: Files Chapter 15 Bankruptcy Protection LUCIRA HEALTH: Court Approves Disclosure Statement LUCKY BUCKS: Court Approves Disclosures, Confirms Plan MADERA COMMUNITY: Wins Cash Collateral Access Thru Aug. 26 MATEO ENTERPRISE: Seeks Cash Collateral Access MATIV HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Stable METROPLEX RECOVERY: Frances Smith Named Subchapter V Trustee MILLION DOLLAR SMILE: Seeks Cash Collateral Access Thru Nov 25 NATIONAL CINEMEDIA: Completes Restructuring, Exits Chapter 11 NATURE COAST: Creditors to Be Paid 100%, Hotel to Open in 18 Months NCR CORP: Fitch Affirms 'BB-' IDR, Off Rating Watch Negative NETFOR INC: Gets OK to Hire KC Cohen as Legal Counsel NOBLE HEALTH II: Rental Income to Fund Plan Payments NOBLE HEALTH: Rental Income to Fund Plan Payments NOVUSON SURGICAL: Unsecureds Could Get 10.07% in Plan OILFIELD EQUIPMENT: Mark Weisbart Named Subchapter V Trustee OMNIQ CORP: Receives $2.2M Project From Leading Supplier P&P CONSTRUCTION: Court OKs Interim Cash Collateral Access PALMER DRIVES: Court OKs $1.5MM DIP Loan from Goodman Capital PARAMOUNT RESTYLING: Has Deal on Cash Collateral Access PARATEK PHARMACEUTICALS: Raises Going Concern Doubt PARTY CITY: Okayed to Get Votes for Revised Bankruptcy Plan PEAK SERUM: Unsecureds to Split $20K in Trustee Plan PGX HOLDINGS: Reaches Deal With Lenders on Sale Plan, Ch.11 Loan PHASEBIO PHARMACEUTICALS: Unsecureds Will Get 3.4% to 3.6% in Plan PLX PHARMA: Sept. 13 Plan Confirmation Hearing Set POLARIS OPERATING: Court OKs Interim Cash Collateral Access PONTCHARTRAIN LLC: Seeks Cash Collateral Access Thru Dec 31 PRETIUM PKG: $1.25B Bank Debt Trades at 38% Discount PRETIUM PKG: $350M Bank Debt Trades at 66% Discount PURDUE PHARMA: Trustee Wants Chapter 11 Plan Paused R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru Aug 31 RADIOLOGY PARTNERS: $1.64B Bank Debt Trades at 27% Discount RELIABLE CASTINGS: Donald Mallory Named Subchapter V Trustee RESERVE TECH: Case Summary & 12 Unsecured Creditors RESOLUTE INVESTMENT: $105M Bank Debt Trades at 69% Discount RETAILING ENTERPRISES: Wins Cash Collateral Access Thru Sept 8 REVOLVE CONSTRUCTION: Court OKs Interim Cash Collateral Access RISING TIDE: $397.8M Bank Debt Trades at 49% Discount ROBS BAR: Court OKs Cash Collateral Access SAFFIRE VAPOR: Wins Cash Collateral Access Thru Aug 15 SANTA CLARITA: Unsec. Creditors to Get 2% in Trustee Plan SILVER STATE: Unsecureds Owed $401K Unimpaired in Plan SINCLAIR TELEVISION: $740M Bank Debt Trades at 24% Discount SINCLAIR TELEVISION: $750M Bank Debt Trades at 31% Discount SORRENTO THERAPEUTICS: $200M Scilex Stock Sale Hits Snag SPEED TRANS: Wins Cash Collateral Access Thru Jan 2024 ST. CHARLES MEMORY: Unsecureds to Get 10% in Plan STEVE'S LAWNMOWER: Has Deal on Cash Collateral Access STRATHCONA RESOURCES: Fitch Affirms 'B+' IDR, Outlook Stable SURGALIGN HOLDINGS: Weil Gotshal Files Rule 2019 Statement SWS SERVICES: Court Confirms Third Amended Plan TERRAFORM LABS: Court Won't Dismiss SEC Suit THREE ARROW CAPITAL: Declines Cooperation With Liquidators THUNDER INC: Unsecureds Owed $3.7M to Get 10% in Amended Plan TWIN CITIES ACADEMY: S&P Affirms 'BB' Rating on 2015A Revenue Bond UNITY ELECTRICAL: Files Emergency Bid to Use Cash Collateral UNIVAR SOLUTIONS: Fitch Cuts IDR to 'BB-' & Then Withdraws Ratings VIRGIN ORBIT: Court OKs Chapter 11 Plan With UST Fee Change VIRGIN ORBIT: Davis Polk Served as Adviser in Restructuring VOLUNTEER ENERGY: Liquidating Plan Confirmed by Judge VYERA PHARMACEUTICALS: Gets $650,000 Stalking Horse Bid WESTERN GLOBAL: Case Summary & 30 Largest Unsecured Creditors WESTERN GLOBAL: Files Voluntary Chapter 11 Bankruptcy Petition WESTERN GLOBAL: Reaches Deal With Creditors on Bankruptcy Financing WILLIAMS INDUSTRIAL: U.S. Trustee Appoints Creditors' Committee WOLF EMPIRE: Gets OK to Hire Robert Newark as Bankruptcy Attorney WORCESTER COUNTRY: Condo Trust Opposes Plan Sale of Property YELLOW CORP: Bankruptcy Stands to Impact CBAs YELLOW CORP: Case Summary & 30 Largest Unsecured Creditors YELLOW CORP: Files Voluntary Chapter 11 Bankruptcy Petition YELLOW CORP: Teamster Union Comments on Bankruptcy Filing [*] A&G Named Real Estate Restructuring Firm of the Year [*] Five Partners to Join Morgan Lewis' Finance Team [^] Large Companies with Insolvent Balance Sheet ********* 117 SPENCER: Court OKs Cash Collateral Access Thru Sept 28 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized 117 Spencer, LLC to use cash collateral on an interim basis in accordance with the budget, through September 28, 2023. As adequate protection, Country Bank and Resource Capital, are granted replacement liens on the same types of post-petition property of the Debtor's estates against which the Secured Creditors held liens as of the Petition Date. The Replacement Liens will maintain the same priority, validity and enforceability as the Secured Creditors' respective pre-petition liens. The Replacement Liens will be recognized only to the extent of the post-petition diminution in value of the Secured Creditors' pre-petition collateral resulting from the Debtor's use of the cash collateral. Commencing on August 20, 2023, and continuing thereafter on the 20th day of each successive month, the Debtor will provide the following reporting to each Secured Creditor: (a) a budget to actual report with respect to the Budget, and (b) a copy of the Debtor's monthly operating report filed with the Court. On or before September 15, 2023, the Debtor will file with the Court a budget to actual report for the Budget Period and a further Budget for the Debtor's operations for the period between October 1, 2023 and December 31, 2023. A continued hearing on the matter is set for September 28, 2023 at 12 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=gqdaBh from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $19,044 for July 2023; $19,044 for August 2023; and $19,044 for September 2023. About 117 Spencer, LLC 117 Spencer, LLC is a Massachusetts limited liability company that was formed in 2019 to own and operate the real estate located at 117 Main Street, Spencer, Massachusetts. The Debtor has always been in the business of operating the Property, and has not had any other material business operations. Lisa Venuto and Peter Venuto, who are married, collectively own 100% of the Debtor's membership interests. Peter Venuto is the manager of the Debtor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40590) on July 21, 2023. In the petition signed by Peter Venuto (by Lisa Venuto under power of attorney), the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth D. Katz oversees the case. D. Ethan Jeffery, Esq., at Murphy & King, Professional Corporation, represents the Debtor as legal counsel. 9TH & 10TH STREET: Unsecureds Owed $3.2M to Get up to 100% in Plan ------------------------------------------------------------------ 9th & 10th Street, L.L.C., submitted an Amended Disclosure Statement in support of the Second Amended Chapter 11 Plan pursuant to Section 1125 of the Bankruptcy Code. The Plan provides, among other things, for the implementation of a settlement reached by and between the Debtor and Lender regarding the resolution of Lender's senior mortgage on the Debtor's Property and the Claim relating thereto. An agreement providing for the terms of the settlement are set forth in the annexed Amended Plan Support Agreement. Among other terms, the Plan Support Agreement includes provisions that require confirmation of the Plan, Lender approval of various documents, entry of the order confirming the Plan on or before October 15, 2023, and filing and service of a motion to approve bid procedures ("Bid Procedures Motion") on or before 30 days before the first scheduled day of the hearing to confirm the Plan. In the event of a Termination Event (as that term is defined in the Amended Plan Support Agreement) or the Debtor fails to comply with other obligations and deadlines set forth in the Plan or the Plan Support Agreement, the Lender will be vested with the power and authority to continue the pursuit of confirmation and effectiveness of the Plan. The Entry of an Order approving this Disclosure Statement shall include approval of the Plan Support Agreement, including such conditional termination of exclusivity. The Debtor owns a 5-story, 152,075 rentable square feet historic property built in the early 1906 and operated as a public elementary school (P.S. 64) from 1907 to 1977. Under the Plan, Class 4 consist of Allowed General Unsecured Claims which will be paid up to 100% of their Allowed amounts, without interest. The Debtor estimates that the Class 4 Claims total approximately $3.2 million in the aggregate. Class 4 includes, but is not limited to, any Claims of service providers, unsecured lenders, vendors. Holders of Allowed Class 4 Claims shall receive, up to 100% of the Allowed Claims, without interest, as follows: a. If an Alternative Sale Process is not triggered, the holder may select one of the following options: i. Option 1: On the Closing of a Funding Transaction, such holder shall receive payment in the amount of 5% of their Allowed Class 4 Claim; or ii. Option 2: 100% of their Allowed Class 4 Claim, without interest, payable in ten (10) equal annual installments beginning 6 months after the issuance of a Certificate of Occupancy by the City; or b. In the event that an Alternative Sale Process is triggered, and the Property is sold in excess of the Lender's Total Claim, or such lower amount which it agrees to accept, the holders of Allowed Class 4 Claims shall collectively share, pro rata, up to 100% of their Allowed Claim, after the payment of all unclassified Claims and Allowed Class 1, 2 and 3 Claims. In the event that the Property is sold to the Lender pursuant to its credit bid, the holders of Allowed Class 3 or 4 Claims, other than any Claim which arises as a result of any deficiency due to Lender, shall be paid $250,000, pro rata, which shall be funded by Lender; and, c. Pro Rata payment, together with Class 3, from Net Recovery, if any, after the payment in full of all unclassified Claims. Class 4 is impaired. Payments under the Plan due on the Closing Date shall be paid from either, (i) a Funding Transaction, or (2) in the event of an Alternative Sale Process, from the proceeds of sale. Subsequent additional funding may come from Net Recovery which will be distributed in accordance with Article II of the Plan. The Bankruptcy Court has scheduled the hearing to consider final approval of this Disclosure Statement for August 29, 2023 at 10:00 a.m. The Plan Support Agreement includes provisions that require confirmation of the Plan, Lender approval of various documents, entry of the order confirming the Plan on or before October 15, 2023, and filing and service of a motion to approve bid procedures on or before 30 days before the first scheduled day of the hearing to confirm the Plan. Attorneys for the Debtor: Erica R. Aisner, Esq. KIRBY AISNER & CURLEY LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 E-mail: EAisner@kacllp.com A copy of the Amended Disclosure Statement dated July 28, 2023, is available at bit.ly/3Dytuhx from PacerMonitor.com. About 9th & 10th Street 9th & 10th Street LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). 9th & 10th Street filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10423) on March 21, 2023, with $100 million to $500 million in both assets and liabilities. The petition was signed by Gregg Singer, president of Sing Fina Corp., manager of the Debtor. Judge David S. Jones oversees the case. The Debtor tapped Erica Feynman Aisner, Esq. at Kirby Aisner & Curley, LLP as bankruptcy counsel and HayesSchanzer, LLP, as special litigation counsel. A&P PINTO: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------- A&P Pinto Trucking Express, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral to fund ordinary business operations and necessary expenses in accordance with a cash budget. On an emergency basis, the Debtor will require an amount to use of at least $176,104 to pay its operating expenses over the next six weeks. Prior to the Petition Date, the Debtor obtained financing from Bankers Healthcare Group which may be secured by substantially all of the accounts and receivables of A&P, including cash and cash equivalents. Bankers Healthcare Group may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on June 6, 2022. The outstanding balance owed to Bankers Healthcare Group is approximately $100,000, which amount may be subject to dispute. First Corporate Solutions, Internet Truckstop Payments LLC, and Operation Finance, Inc. may claim an inferior interest in the Debtor's cash and cash equivalents by virtue of alleged liens on the Debtor's personal property. The Debtor believes the Inferior Interests may be wholly unsecured due to the outstanding amounts owed to the senior secured lender with a superior interest in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of cash collateral, the Debtor proposes to grant the Secured Creditors a replacement lien on its post-petition cash collateral to the same extent, priority and validity as their pre-petition liens, to the extent its use of cash collateral results in a decrease in the value of the Secured Creditors' interest in the cash collateral. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=ZOtkMY from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $28,017 for the week ending August 6, 2023; $35,017 for the week ending August 14, 2023; $28,567 for the week ending August 21, 2023; $29,017 for the week ending August 28, 2023; and $28,017 for the week ending September 4, 2023. About A&P Pinto Trucking Express, LLC A&P Pinto Trucking Express, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-03044) on July 28, 2023. In the petition signed by Patrick Jardim Pinto, managing member, the Debtor disclosed up to $500,000 in both assets and liabilities. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine, LLP, represents the Debtor as legal counsel. ACRO BIOMEDICAL: Incurs $4 Million Net Loss in First Quarter ------------------------------------------------------------ Acro Biomedical Co., Ltd. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $4 million on $0 of revenues for the three months ended March 31, 2023, compared to a net loss of $3.93 million on $298,500 of revenues for the three months ended March 31, 2022. As of March 31, 2023, the Company had $656,937 in total assets, $246,033 in total current and total liabilities, and $410,904 in total stockholders' equity. Acro Biomedical said, "The Company had minimal cash as of March 31, 2023, had no revenue in the first quarter of 2023 and incurred a loss from operations for the three months ended March 31, 2023 and the past few years. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. "The Company proposes to fund operations through sales of its products and equity financing arrangements. However, because of the lack of sales and the absence of any active trading market for its common stock, its financial condition and its lack of an operating history, the Company may not be able to raise funds for capital expenditures, working capital and other cash requirements and will have to rely on advances from a minority stockholder and its officer. If the Company cannot generate revenue from its products, it may not be able to continue in its business." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1622996/000164033423001422/acbm_10q.htm About Acro Biomedical Acro Biomedical Co., Ltd. has been engaged in the business of developing and marketing nutritional products that promote wellness and a healthy lifestyle. The Company's business to date has involved the purchase of products from three suppliers in the Republic of China. The Company sells product in bulk to companies who may use its products as ingredients in their products or sell the products they purchase from the Company to their own customers. Acro Biomedical reported a net loss of $15.87 million for the year ended Dec. 31, 2022, compared to a net loss of $7.70 million on $1.20 million of revenues for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $687,486 in total assets, $201,116 in total liabilities, and $486,370 in total stockholders' equity. Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 21, 2023, citing that the Company had limited cash as of Dec. 31, 2022, had limited gross profit and incurred a loss from its operations for the year ended Dec. 31, 2022, and past few years. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern. AGOGIE INC: Wins Continued Use of Cash Collateral ------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Agogie, Inc. to use cash collateral in accordance with the budget, with a 10% variance, until the confirmation of its reorganization plan. As previously reported by the Troubled Company Reporter, pursuant to the Small Business Debtor's First Amended Plan of Reorganization, the Debtor intends to continue operations, assume all contracts necessary to operations, and over a five year term - pay all administrative and priority claims in full, pay all secured claims the full value of their collateral, and pay allowed general unsecured claims the Debtor's projected disposable income over the next 5 years through annual distributions thereto in accordance with the Debtor's cash flow projections. Confirmation is scheduled for September 6, 2023 at 10 a.m. Prior to the Petition Date, the Debtor engaged First Corporate Solutions to conduct searches of Uniform Commercial Code Financing Statements recorded against the Debtor in both Missouri and Delaware. The parties that assert an interest in the Debtor's cash collateral are Kickfurther, U.S. Small Business Administration, Shopify, Ondeck, Fox Capital, Fintap, Lendora, National Funding, and Cloudfund. The SBA's UCC filing secures the Debtor's obligations to the SBA, which originated through an EIDL loan that the Debtor obtained at the beginning of the COVID-19 pandemic. As of the Petition Date, the Debtor was indebted to the SBA in the total amount of about $350,000. It is the Debtor's position that the SBA has a first priority perfected lien encumbering all of the Debtor's assets as of the Petition Date. Albeit, because the Debtor's assets as of the Petition Date have a value of only $61,788, the SBA is undersecured by about $288,212. It is also the Debtor's position that KickFurther's UCC filings perfect Kickfurther's interest in all inventory consigned to the Debtor, and secures the Debtor's obligations thereto. The court ruled as adequate protection for any use or diminution in value of the SBA's interest in the cash collateral, if any, the SBA is granted a lien on postpetition cash collateral generated by the Debtor, but only to the same extent, validity and priority of the liens said creditor had pre-petition, and only in the amount and to the extent of the cash collateral that the Debtor projects it will use as detailed in the Amended Budget. A copy of the motion is order at https://urlcurt.com/u?l=64chvE from PacerMonitor.com. About Agogie Inc. Agogie, Inc. designs and manufactures resistance integrated clothing for the sports performance, fitness, and athleisure industries. The company is based in Saint Louis, Mo. Agogie sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10215) on Feb. 17, 2023, with as much as $1 million in both assets and liabilities. Judge J. Kate Stickles oversees the case. The Debtor tapped Kasen & Kasen, P.C., as bankruptcy counsel and Dickinson Wright, PLLC, as special counsel. ALL AMERICA: Aaron Cohen Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for All America Trading, LLC. Mr. Cohen will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com All America Trading All America Trading, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02948) on July 24, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Grace E. Robson oversees the case. The Debtor tapped Adina L. Pollan, Esq., at McGlinchey Stafford, PLLC as counsel. ALLIED HEALTHCARE: Ravinia Completes 363 Bankruptcy Sale Process ---------------------------------------------------------------- Ravinia Capital LLC, a Chicago-based boutique investment bank specializing in sell-side M&A advisory and 363 bankruptcy sales, on Aug. 7 announced the sale of Allied Healthcare Products to Allied Medical LLC (dba Flexicare) through a Chapter 11 Section 363 sale process overseen by the bankruptcy court of the Eastern District of Missouri. The transaction closed on July 12, 2023. Allied is a leading manufacturer and provider of healthcare equipment centering on patient ventilation and gas delivery systems and components. Its products are sold under a variety of brand names. Allied's products are so common today that their piping system for medical gas supply is a standard in the medical and dental healthcare industries. Despite this history, and due to severe liquidity constraints, the Allied Board was left with few options and faced liquidation. After a WARN notice was announced in December 2022 the Bankruptcy Court approved Ravinia Capital's retention. Ravinia, working together with MorrisAnderson, quickly secured a new $2.5M loan from Sterling Commercial Credit. Sterling also agreed to become the DIP lender during the bankruptcy process and 363 sale. "We at Sterling saw a great opportunity in providing financing for Allied. Our robust diligence process, speed of execution and holistic credit approach allow Sterling to provide its clients with bespoke capital solutions. We believe in the Company, its management team, and the plan that Ravinia Capital and MorrisAnderson have put together," said Gerry Paez, CEO, Sterling Commercial Credit. Tom Goldblatt of Ravinia Capital then launched a full-scale sales process marketing Allied to more than one thousand private equity firms and strategic buyers. Working closely with Akash Amin of MorrisAnderson; Bankruptcy Counsel from Spencer Fane, LLP; and Corporate Counsel from Greensfelder Law Firm, Goldblatt was able to secure a stalking horse bid from Flexicare for a price amounting to more than four times projected liquidation returns. The sale ultimately retained more than 65 jobs, paid the landlord two years' worth of lease payments, recouped trade vendors a substantial recovery on the dollar of their pre-petition balances and ensured that these key lifesaving products will be available on the marketplace for years to come. "This case is a great example of turnaround professionals adding value. We had it all: liquidation, wholesale layoffs, a refinance, operational stabilization and ultimately a going concern sale. All while preserving jobs, resolving environmental issues, and creating substantial credit returns," said Eric Peterson of Spencer Fane. The transaction officially closed at a final purchase price of $8.9M, more than four times recovey over initial projections. The sell-side professional advisors on the transaction were: Investment Bankers, Ravinia Capital LLC Tom Goldblatt, Managing Partner Eric Brook, Analyst Turnaround Consultants, MorrisAnderson Mark Welch, Principal Akash Amin, Director Bankruptcy Counsel, Spencer Fane, LLP Eric Peterson, Of Counsel Zach Farlie, Partner Ryan Hardy, Partner Camber Jones, Associate Corporate Counsel, Greensfelder Law Firm Joe Lehrer, Of Counsel Ed Chod, Officer DIP Lender, Sterling Commercial Credit Gerry Paez, CEO About Ravinia Capital: Ravinia Capital LLC -- http://www.raviniacapitalllc.com-- is a middle market investment bank headquartered in Chicago, IL. The firm is a trusted advocate for companies who are looking for capital to invest for future growth, buy more time in tough situations, or facilitate succession, ownership transition or exit strategies. Ravinia specializes in merger and acquisition advisory services, capital raises (including debt refinancing), and helping clients develop and execute strategic alternatives. The firm has distinguished itself by building a track record of successful engagements that optimize outcomes by working with clients to uncover the range of options available to them. About Allied Healthcare Products Allied Healthcare Products Inc. is a manufacturer of AHP300 transport ventilator, carbon dioxide absorbent, suction regulators and aspirators, ventilators, emergency products, and medical gas systems. The company is based in Saint Louis, Mo. Allied Healthcare Products filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 23-41607) on May 8, 2023, with $10 million to $50 million in both assets and liabilities. Akash Amin, president and chief restructuring officer, signed the petition. Judge Brian C. Walsh oversees the case. The Debtor tapped Spencer Fane LLP as bankruptcy counsel; McMahon Berger, P.C. as labor counsel; MorrisAnderson & Associates, Ltd. as restructuring management and financial advisor; and Ravinia Capital, LLC as broker and investment banker. AMC ENTERTAINMENT: $2B Bank Debt Trades at 24% Discount ------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 75.6 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.92 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. APPHARVEST PRODUCTS: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of AppHarvest Products, LLC and its affiliates. The committee members are: 1. Walker Construction & Materials, LLC Attn: Arthur Walker, III P.O. Box 10 Mt. Sterling, KY 40353 Phone: 859-499-2402 Email: awalker@walkerconstruction.com Counsel: Kent Barber Embry Merritt Womack Nance, PLLC Chase Tower 201 E. Main St., Ste. 1402 Lexington, KY 40507 Cell: 606-776-6866 Fax: 800-505-0113 Email: kent.barber@emwnlaw.com 2. Metrotek Electrical Services Company Attn: Vasilios Karabatsos 2200 Northwood Avenue, Suite 2 Easton, PA 18045 Phone: 617-872-2113 Email: vkarabatsos@metroelectrical.com Counsel: Flaster Greenberg PC Attn: John G. Koch 1717 Arch Street., 33rd Floor Philadelphia, PA 19103 Phone: 215.279.9916 Email: john.koch@flastergreenberg.com 3. Plant Products Attn: Jeff Ohler, CFO 50 Hazelton St. Leamington, ON, Canada Phone: 519-326-9037 Email: jeff.ohler@plantproducts.com 4. Koppert Biological Systems Inc. Rinay Bhownath, Sr. Financial Mgr Pamela Boyer, Accounting Mgr 1502 Old US-23 Howell, MI 48843 Phone: +1 (810) 632-8750 (2105) Email: pboyer@kopprt.com 5. Bas van Buuren BV Attn: Arto Makinen Coldenhovelaan 10 De Lier, Netherlands 2678 PS Phone: 35-850-592-2286 Email: arto.makinen@kekkila-bvb.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 AppHarvest Products AppHarvest Products, LLC and affiliates are a sustainable food company founded as a public benefits corporation and based in Appalachia that develop and operate some of the world's largest high-tech indoor farms, all of which use robotics and artificial intelligence to build a reliable, climate-resilient food system. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90745) on July 23, 2023. In the petition signed by Gary Broadbent, chief restructuring officer, AppHarvest, Inc. disclosed $609,804,000 in assets and $341,060,000 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Sidley Austin LLP as general bankruptcy counsel, Jackson Walker LLP as local bankruptcy counsel, Triple P RTS, LLC as financial advisor, Jefferies LLC as investment banker, and Stretto, Inc. as claims agent. The DIP Lender is represented by Rusty Brewer, Esq., at Amis, Patel & Brewer, LLP. ARDELYX, INC: Raises Going Concern Doubt ---------------------------------------- Ardelyx, Inc., reported in its Form 10-Q report for the quarterly period ended June 30, 2023, that its current level of cash, cash equivalents and short-term investments alone is not sufficient to meet plans for the next twelve months. "These factors raise substantial doubt regarding our ability to continue as a going concern for a period of one year," the Company said. As of June 30, 2023, Ardelyx had cash, cash equivalents and short-term investments of approximately $127.6 million. Ardelyx has incurred operating losses since inception in 2007 and its accumulated deficit as of June 30, 2023 is $824.0 million. Ardelyx said, "We plan to address our operating cash flow requirements with our current cash, cash equivalents and short-term investments, cash generated from product sales of IBSRELA, and if approved, cash generated from sales of XPHOZAH, our potential receipt of anticipated milestones payments from our collaboration partners, our potential receipt of anticipated payments from our Japanese collaboration partner under the second amendment to our License Agreement, with additional financing sources and through the implementation of cash preservation activities to reduce or defer discretionary spending." "There are no assurances that our efforts to meet our operating cash flow requirements will be successful. If our current cash, cash equivalents and short-term investments as well as our plans to meet our operating cash flow requirements are not sufficient to fund necessary expenditures and meet our obligations for at least the next twelve months following the issuance of these financial statements, our liquidity, financial condition and business prospects will be materially affected." A copy of the Form 10-Q report is available at https://tinyurl.com/yckvu8um As of June 30, 2023, the Company had $211 million in total assets against $88 million in total liabilities. Ardelyx, Inc. is a biopharmaceutical company based in Waltham, Massachusetts. ATH SPORTS: Court OKs Deal on Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Hawaii authorized ATH Sports Nutrition LLC to use cash collateral in accordance with its agreement with the U.S. Small Business Administration through December 31, 2023. On May 17, 2020, the SBA made a COVID-19 Economic Injury Disaster Loan in the original principal amount of $62,100 to the Debtor. The loan is evidenced by a promissory note dated May 17, 2020 as amended by that First Modification of Note dated June 21, 2021. Among other things, the First Modification of Note increased the principal amount of the loan to $500,000. The obligations under the Note are secured by: (a) Security Agreement dated May 17, 2020, as amended by the Amended Security Agreement dated June 21, 2021, made by the Debtor in favor of and for the benefit of SBA, as lender, covering collateral; (b) UCC-1 Financing Statement by the Debtor in favor of the Prepetition Secured Creditor filed on May 27, 2020 in the Hawaii Bureau of Conveyances as Document No. A-74520757. As of the Petition Date, the Prepetition Secured Creditor was owed approximately $518,946. Monthly debtor service payments currently total approximately $2,501. The Debtor is current on the loan, which matures on May 17, 2050. As adequate protection, the Prepetition Secured Lender is granted replacement liens in all of the estate's post-petition assets, and the proceeds thereof, to the same extent and priority as any lien held by the Prepetition Secured Creditor in the Pre-Petition Collateral as of the Petition Date, limited to the amount of Pre-Petition Collateral as of the Petition Date. The Replacement liens would thus be granted with the same validity and priority and to the same extent as the Prepetition Secured Creditor's prepetition liens, and subject to the same rights and challenges by or on behalf of the Debtor. The amount secured by the Replacement Liens will be equal to any actual net diminution of the Prepetition Secured Creditor's cash collateral, existing as of the Petition Date, in the Debtor's assets, due to the actual use thereof. The Replacement Liens will be subordinate to the fees and expenses of a Chapter 7 trustee, if one is appointed, but not including the fees and expenses of the Chapter 7 Trustee's professionals. A copy of the order is available at https://urlcurt.com/u?l=m58wO7 from PacerMonitor.com. About ATH Sports Nutrition LLC ATH Sports Nutrition LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00362) on May 15, 2023. In the petition signed by Stuart Kanaloa Kam, member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert J. Faris oversees the case. Allison A. Ito, Esq., at Choi & Ito, represents the Debtor as legal counsel. AUDACY CAPITAL: $770M Bank Debt Trades at 49% Discount ------------------------------------------------------ Participations in a syndicated loan under which Audacy Capital Corp is a borrower were trading in the secondary market around 51.4 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $770 million facility is a Term loan that is scheduled to mature on November 17, 2024. About $630.5 million of the loan is withdrawn and outstanding. Audacy Capital Corp. owns and operates radio stations. The Company focuses on sports, news, and music and entertainment. Audacy Capital produces, co-produces, and co-promotes events across markets, including concerts, multi-day musical festivals, speaker series, trade shows, and sports-related events. AVINGER INC: Granted Until Nov. 14 to Regain Nasdaq Compliance -------------------------------------------------------------- Avinger, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it submitted its plan with The Nasdaq Stock Market LLC to regain compliance with the Equity Requirement for the Staff's review and that the Staff granted the Company's request for an extension of the deadline to regain compliance with the Equity Requirement to Nov. 14, 2023. Under the terms of the extension, the Company must provide to the Staff a publicly available report that evidences such compliance and otherwise complies with the conditions included in the extension notice. If the Company fails to evidence compliance upon filing the Company's Annual Report on Form 10-K for the year ended Dec. 31, 2023 with the Securities and Exchange Commission and Nasdaq, the Company may be subject to delisting from the Nasdaq Capital Market. In the event the Company does not evidence full compliance with the Nasdaq listing criteria by Nov. 14, 2023, the Staff will provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the Staff's determination to a Nasdaq Hearings Panel. The Company's request for a hearing would stay any further action by the Staff at least pending a hearing, the subsequent issuance of a decision by the Panel, and the expiration of any additional extension the Panel may grant to the Company as a result of the hearing. The Company said it is diligently working to timely evidence compliance with the terms of the Staff's decision by Nov. 14, 2023 and remain listed on Nasdaq. However, there can be no assurance that the Company will ultimately regain compliance with all applicable requirements for continued listing on Nasdaq. On May 18, 2023, Avinger received notice from the Nasdaq that the Company no longer satisfies the $2.5 million stockholders' equity requirement for continued listing on The Nasdaq Capital Market, or the alternatives to that requirement -- a $35 million market value of listed securities or $500,000 in net income in the most recent fiscal year or two or the last three fiscal years -- as required by Nasdaq Listing Rule 5550(b). 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. 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. 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. BARNES & NOBLE: Reaches Refinancing Terms Deal With Stakeholders ---------------------------------------------------------------- Barnes & Noble Education, Inc. (NYSE: BNED), a leading solutions provider for the education industry, on July 28, 2023, announced that it has entered into an agreement with its financial stakeholders and strategic partners on the terms of a refinancing that would immediately strengthen the Company's liquidity and overall financial positions by extending the maturity of its debt facilities, amending certain credit facility covenants and modifying certain other agreements. With this agreement, the Company is well-positioned to continue supporting academic institutions and customers nationwide through the upcoming Fall Rush and beyond. "We are pleased to have worked constructively with our largest financial and strategic partners to reach a resolution that better positions us to accelerate the execution of our strategy for the benefit of BNED's students, educators, faculties, alumni, fans, community members, institutions, employees and shareholders," said Michael P. Huseby, Chief Executive Officer, BNED. "It's an important time of year in higher education, and our top priority is being prepared to service our students and campus partners. This agreement provides us financial flexibility as we continue delivering on our strategic objectives and meeting our obligations with our schools and business partners. We look forward to continuing to meet the needs and expectations of the hundreds of institutions and millions of students who rely on BNED." As part of the agreement, BNED is establishing a committee of the Board of Directors to continue the ongoing review of a broad range of strategic alternatives available to the Company, including but not limited to potential capital raises, asset divestitures or a sale of the business as well as pursuing its standalone growth plans. There can be no assurances regarding the timing, terms or structure of any potential outcome. In all scenarios being contemplated, BNED will continue to focus on operating in service of its stakeholders and executing on its strategic growth initiatives, in particular the acceleration of its First Day Complete courseware delivery model. The Company does not intend to make any future announcements concerning this process unless and until the Company has an update to share. "We recognize the important role that BNED plays within the higher education ecosystem, and our Board is committed to determining the best path forward for our business and stakeholders. As we move through this process, the entire BNED team remains focused on advancing our mission and serving our school partners, faculties and students across our footprint," continued Mr. Huseby. Amendments On July 28, 2023 (the "Amendment Closing Date"), Barnes & Noble Education entered into (i) an Eighth Amendment (the "ABL Amendment") to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the "ABL Agent") and (ii) a Third Amendment (the "Term Loan Amendment") to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the "Term Loan Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. The ABL Amendment amends the ABL Credit Agreement to (i) extend the maturity date of the ABL Credit Agreement to December 28, 2024, (ii) reduce advance rates with respect to the borrowing base by 1000 basis points on September 2, 2024 (in lieu of the reductions previously contemplated for September 2023), (iii) subject to the conditions set forth in the ABL Amendment, add a CARES Act tax refund claim in the borrowing base, from April 1, 2024 through July 31, 2024, (iv) amend the financial maintenance covenant to require Availability (as defined in the ABL Credit Agreement) at all times greater than the greater of (x) 10% of the Aggregate Loan Cap (as defined in the ABL Credit Agreement) and (y) (A) $32.5 million minus, subject to the conditions set forth in the ABL Amendment, (B) (a) $7,500,000 for the period of April 1, 2024 through and including April 30, 2024, (b) $2,500,000 for the period of May 1, 2024 through and including May 31, 2024 and (c) $0 at all other times, (v) add a minimum Consolidated EBITDA (as defined in the ABL Credit Agreement) financial maintenance covenant, and (vi) amend certain negative and affirmative covenants and add certain additional covenants, all as more particularly set forth in the ABL Amendment. The ABL Amendment also requires that the Company appoint a Chief Restructuring Officer and that, by August 11, 2023, the Company (i) appoint two independent members to the board of directors of the Company from prospective candidates that have been previously disclosed to the Administrative Agent and the Lenders and (ii) appoint a committee of the board of directors of the Company to consist of three board members (two of whom will be the new independent directors). The committee's responsibilities will include, among other things, to explore, consider, solicit expressions of interest or proposals for, respond to any communications, inquiries or proposals regarding, and advise as to all strategic alternatives to effect a "Specified Liquidity Transaction" (as defined in the ABL Credit Agreement). There can be no guarantee or assurances that any such transaction or transactions will be consummated. The Term Loan Amendment amends the Term Loan Credit Agreement to (i) extend the maturity date of the Term Loan Credit Agreement to April 7, 2025, (ii) allow for interest to be paid in kind until September 2, 2024, (iii) amend the 1.50% anniversary fee to recur on June 7 of each year that the Term Loan Credit Agreement remains outstanding, with 2024 fee deferred to the earlier of September 2, 2024 and the Termination Date (as defined in the Term Loan Credit Agreement) and (iv) amend certain negative and affirmative covenants and add certain additional covenants. Advisors Paul Hastings LLP is serving as BNED's legal counsel and Houlihan Lokey, Inc. is serving as financial advisor About Barnes & Noble Education Barnes & Noble Education, Inc., is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. The company is also one of the largest textbook wholesalers, inventory management hardware and software providers, and a leading provider of digital education solutions. The company is based in Basking Ridge, New Jersey. BELLE ISLE: Aaron Cohen Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 21 appointed Aaron Cohen, Esq., a practicing attorney in Jacksonville, Fla., as Subchapter V trustee for Belle Isle Furniture, LLC. Mr. Cohen will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cohen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Aaron R. Cohen, Esq. P.O. Box 4218 Jacksonville, FL 32201 Tel: (904) 389-7277 Email: aaron@arcohenlaw.com About Belle Isle Furniture Belle Isle Furniture, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code ((Bankr. M.D. Fla. Case No. 23-02933) on July 24, 2023, with $1 million to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP is the Debtor's legal counsel. BENEFYTT TECHNOLOGIES: Committee Gets OK to Hire Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Benefytt Technologies, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire AlixPartners, LLP as its financial advisor. The committee requires a financial advisor to: a. Review and evaluate the current financial condition of Benefytt and its affiliated debtors, business plans and cash and financial forecasts, and periodically report to the committee; b. Review the Debtors' cash management, tax sharing and intercompany accounting systems, practices and procedures; c. Review and investigate (i) related party transactions, including those between the Debtors and non-debtor subsidiaries and affiliates and (ii) selected other pre-bankruptcy transactions; d. Identify or review potential preference payments, fraudulent conveyances and other causes of action that the Debtors' estates may hold against third parties; e. Analyze the Debtors' assets and claims, and assess potential recoveries to the various creditor constituencies under different scenarios, in coordination with the committee's investment banker; f. Assist in the development or review of the Debtors' plan of reorganization and disclosure statement; g. Review and evaluate court motions filed or to be filed by the Debtors or any other party involved in the Debtors' Chapter 11 cases; h. Render expert testimony and litigation support services, including e-discovery services; i. Attend committee meetings and court hearings as may be required in the role of advisors to the committee; j. Assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. The hourly rates charged by the firm for its services are as follows: Partner/Managing Director $1,140 - $1,400 Partner $1,115 Director $880 - $1,070 Senior Vice President $735 - $860 Vice President $585 - $725 Consultant $215 - $565 Paraprofessional $360 - $380 In addition, the firm will seek reimbursement for work-related expenses incurred. Kathryn McGlynn, a partner and managing director at AlixPartners, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. AlixPartners can be reached at: Kathryn B. McGlynn AlixPartners, LLP 909 Third Avenue, Floor 30 New York, NY 10022 Phone: +1 212 490 2500 Fax: +1 212 490 1344 Email: kmcglynn@alixpartners.com About Benefytt Technologies Benefytt Technologies, Inc. is a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products. It operates in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as local and conflicts counsel; Ankura Consulting Group, LLC as financial advisor; and Jefferies Group, LLC as investment banker. Stretto, Inc. is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors 'Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Lowenstein Sandler, LLP as bankruptcy counsels; AlixPartners, LLP as financial advisor; and Province, LLC as restructuring advisor. BENEFYTT TECHNOLOGIES: Committee Taps Lowenstein as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Benefytt Technologies, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Lowenstein Sandler, LLP to serve as co-counsel with McDermott Will & Emery, LLP. The firm's services include: a. Advising the committee with respect to its rights, duties, and powers in the Chapter 11 cases of Benefytt and its affiliated debtors; b. Assisting and advising the committee in its consultations with the Debtors relative to the administration of their Chapter 11 cases; c. Assisting the committee in analyzing the claims of creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; d. Assisting the committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' business; e. Assisting the committee in analyzing the Debtors' pre-bankruptcy financing, proposed use of cash collateral, and the proposed debtor-in-possession (DIP) financing, the terms and conditions of the financing and the adequacy of the budget; f. Assisting the committee in its investigation of the liens and claims of holders of the Debtors' pre-bankruptcy debt and the prosecution of any claims or causes of action revealed by such investigation; g. Assisting the committee in its analysis of, and negotiations with, the Debtors or any third-party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executory contracts, asset dispositions, sale of assets, financing of other transactions and the terms of one or more plans of reorganization for the Debtors; h. Assisting and advising the committee as to its communications to unsecured creditors regarding significant matters in the Chapter 11 cases; i. Representing the committee at hearings and other proceedings; j. Reviewing and analyzing applications, orders, statements of operations, and schedules filed with the court and advising the committee as to their propriety; k. Assisting the committee in preparing pleadings and applications; l. Assisting the committee and providing advice concerning the proposed sale of substantially all of the Debtors' assets, including issues concerning any potential competing bidders and the auction process; m. Assisting the committee with respect to issues that may arise concerning the Debtors' employees; n. Preparing pleadings; and o. Other necessary legal services. The hourly rates charged by the firm's attorneys and staff are as follows: Partners $690 – $1,835 Of Counsel $810 – $1,475 Senior Counsel $630 – $1,410 Counsel $575 – $1,070 Associates $475 – $965 Paralegals, Practice Support and Assistants $240 – $425 In addition, the firm will seek reimbursement for work-related expenses incurred. Jeffrey Cohen, Esq., a partner at Lowenstein, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Cohen also disclosed the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Lowenstein did not represent the committee prior to its selection as committee counsel on June 9, 2023. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Lowenstein expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which the firm reserves all rights. The committee has approved Lowenstein's proposed hourly billing rates. Lowenstein can be reached at: Jeffrey Cohen, Esq. Lowenstein Sandler, LLP 1251 Avenue of the Americas New York, New York 10020 Tel: +1 212.419.5868/212.262.6700 Fax: +1 973.597.2400/212.262.7402 Email: jcohen@lowenstein.com About Benefytt Technologies Benefytt Technologies, Inc. is a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products. It operates in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as local and conflicts counsel; Ankura Consulting Group, LLC as financial advisor; and Jefferies Group, LLC as investment banker. Stretto, Inc. is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors 'Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Lowenstein Sandler, LLP as bankruptcy counsels; AlixPartners, LLP as financial advisor; and Province, LLC as restructuring advisor. BENEFYTT TECHNOLOGIES: Committee Taps McDermott as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Benefytt Technologies, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire McDermott Will & Emery, LLP as its legal counsel. The committee requires legal counsel to: a. Give advice with respect to the rights, powers and duties of the committee in the Chapter 11 cases of Benefytt and its affiliated debtors; b. Participate in in-person and telephonic meetings of the committee and subcommittees formed thereby, if any; c. Assist the committee in its meetings and negotiations with the Debtors and other parties involved in the cases; d. Analyzing claims asserted against, and interests in, the Debtors, negotiating with the holders of such claims and interests, and bringing, or participating in, objections or estimation proceedings; e. Assist the committee in analyzing the Debtors' assets and liabilities; f. Assist the committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors, the Debtors' historic and ongoing operations of their businesses, and the desirability of the continuation of any portion of those operations, and any other matters relevant to the Chapter 11 cases; g. Assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, and compromises of controversies, reviewing and determining the Debtors' rights and obligations under leases and executory contracts, and assisting the committee in any manner relevant to the assumption and rejection of executory contracts and unexpired leases; h. Assist the committee in its analysis of, and negotiations with, the Debtors or any third party related to, the formulation, confirmation, and implementation of a Chapter 11 plan and all documentation related thereto; i. Advise the committee of its powers and duties under the Bankruptcy Code and Bankruptcy Rules; j. Advise the committee with respect to communications with the general creditor body regarding significant matters in the Chapter 11 cases; k. Respond to inquiries from individual creditors as to the status of, and developments in, the Chapter 11 cases; l. Represent the committee at hearings and other proceedings before the bankruptcy court and other courts or tribunals, as appropriate; m. Review and analyze legal documents filed with the court, and advise the committee with respect to formulating positions with respect thereto; n. Assist the committee in its review and analysis of, and negotiations with the Debtors and their non-debtor affiliates related to intercompany claims and transactions; o. Review and analyze third-party analyses and reports prepared in connection with the Debtors' potential claims and causes of action, advise the committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the committee; p. Advise the committee with respect to applicable federal and state regulatory issues; q. Assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters or administrative proceedings; r. Take actions in connection with the administration of the Debtors' estates, including with respect to a Chapter 11 plan; and s. Perform other legal services. The hourly rates charged by the firm's attorneys and paraprofessionals are as follows: Partners $1,300 - $2,590 Senior Counsel $1,300 - $2,590 Associates $725 - $1,250 Paraprofessionals $150 - $1,415 In addition, the firm will seek reimbursement for work-related expenses incurred. Charles Gibbs, Esq., a partner at McDermott, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Gibbs also disclosed the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments for the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: McDermott did not represent the committee in the 12-month period immediately prior to the petition date. McDermott has represented official committees of unsecured creditors in other bankruptcy cases during the 12 months preceding the petition date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Answer: The committee and McDermott expect to develop a prospective budget and staffing plan, recognizing that in the course of large Chapter 11 cases, complex and unexpected issues may arise that may in turn result in unforeseeable fees and expenses. McDermott can be reached at: Charles R. Gibbs, Esq. McDermott Will & Emery LLP 845 Texas Avenue, Suite 4000 Houston, TX 77002-1656 Phone: +1 713 653 1707 About Benefytt Technologies Benefytt Technologies, Inc. is a technology-driven distributor of insurance products covering Medicare-related insurance plans as well as other types of health insurance and supplemental products. It operates in 44 states including Texas, New York, California, and Florida. On May 23, 2023, Benefytt Technologies and 17 affiliated debtors, including American Service Insurance Agency LLC, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90566). Benefytt Technologies disclosed assets of $1 billion to $10 billion and liabilities of $500 million to $1 billion as of the bankruptcy filing. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as local and conflicts counsel; Ankura Consulting Group, LLC as financial advisor; and Jefferies Group, LLC as investment banker. Stretto, Inc. is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors 'Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Lowenstein Sandler, LLP as bankruptcy counsels; AlixPartners, LLP as financial advisor; and Province, LLC as restructuring advisor. BIJOU HILL: Has Deal on Cash Collateral Access Thru Oct 23 ---------------------------------------------------------- Bijou Hill Dairy, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for entry of an order authorizing the use of cash collateral in accordance with its agreement with Farmers Bank. The parties agreed that the Debtor may use cash collateral only in the ordinary course of business, pursuant to specific budgets, through October 23, 2023. Farmers is the Debtor's senior secured creditor, and the holder of the Debtor's largest debt. Debtor acknowledges and agrees that it owes Farmers the principal balance of $3.3 million on several secured loans. The Farmers Indebtedness is in default and in cross-default for nonpayment of the monthly payments due under the terms of the loan agreements, as well as for other reasons. In order to adequately protect Farmers in connection with the Debtor's use of cash collateral and to provide Farmers with adequate protection with respect to any decrease in the value of Farmers' Prepetition Collateral, Farmers will have additional and/or replacement liens against and security interest in all presently owned and hereafter acquired Crops, Farm Products, Governmental Payments, Livestock, Inventory, Accounts, Equipment, and General Intangibles of Debtor and all proceeds and products therefrom. Farmers' Adequate Protection Liens will have the same senior priority as the liens and security interests of Farmers existing as of the Petition Date. A termination event under the stipulation will exist upon the occurrence of any of the following: a. In the event that Farmers Bank determines that there is an inadequate likelihood of a successful reorganization by Debtor or inordinate or improvident losses in operations or value of collateral substantially impairing the likelihood of the Debtor's repayment of all principal, interest and costs of collection and attorneys' fees outstanding on the Farmers Indebtedness, Farmers may on ten days prior written notice terminate its further consent to use of cash collateral and seek relief from stay. b. If the Debtor will default in the performance or observation of any provision of the Stipulation and Order to be performed or observed by it, and does not cure the default within a cure period of 10 calendar days after Farmers provides written notice to the Debtor's counsel; c. Upon confirmation of a plan or reorganization in the Chapter 11 case; d. Upon the Court's dismissal of the Debtor's Chapter 11 case, or conversion of the Debtor's Chapter 11 case to a case under Chapter 7. A copy of the motion is available at https://urlcurt.com/u?l=co2jda from PacerMonitor.com. About Bijou Hill Dairy Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with $3,650,705 in total assets and $4,486,904 in total liabilities. Larry Pearson, president, signed the petition. Judge Michael E. Romero oversees the case. Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's legal counsel. BLOCKFI INC: Committee Settles With Insiders Over Collapse ---------------------------------------------------------- BlockFi Inc. has settled a dispute with a committee representing its customers that will resolve potential legal claims against the company's senior management related to the bankrupt crypto lender's failure last year, according to July 31, 2023 court filings. BlockFi's official committee of unsecured creditors, which is composed of individual clients, said it agreed to back the management settlement after analyzing what assets were available to pay potential claims against the lender's directors and officers. The committee considered "the mounting administrative costs of these bankruptcy cases and the savings that could be achieved by pursuing a prompt exit from Chapter 11." On July 21, 2023, the Debtors and the Creditors Committee announced a settlement with insiders Zac Prince, Flori Marquez, Amit Cheela, Jonathan Mayers, Rob Loban, Tony Lauro, Yuri Mushkin, Andrew Tam, David Spack, and all other Pprsons who served as officers or directors of the Debtors during the Chapter 11 Cases, including Alan Carr, Jill Frizzley, Scott Vogel, Jennifer Hill, Harvey Tepner, and Pamela Corrie. In light of the comprehensive settlement, the Debtors amended the Plan and the Disclosure Statement in a number of respects to implement the terms of the Committee Settlement. The terms of the Committee Settlement reflect the Debtors', the Committee Settlement Parties', and the Committee's determinations as to the proper course of action with regard to the various Claims and Causes of Action. The Committee Settlement Parties (which include all persons who served as officers and/or directors of any of the Debtors during the Chapter 11 Cases) will participate and assist the Wind-Down Trustee with any ongoing litigation, including prosecuting claims against and by 3AC, FTX, Alameda, Core Scientific, and any other counterparties (including the United States), and assist in making in-kind distributions to creditors, both of which will have a material impact on clients. The Committee Settlement Parties (and each of their Related Parties) shall each be included as a "Released Party" for purposes of the Plan in which all claims and causes of action by the Debtors against the each of the Committee Settlement Parties shall be released. The Court will have exclusive jurisdiction to consider issues regarding the scope of the Debtor Release. In full settlement of all estate causes of action, the Committee Settlement Parties have agreed to provide cash consideration. The insiders have also agreed to provide time to help prosecute and defend against litigation, to assist with regulatory inquiries, and to assist in making in-kind distributions to clients, after the individuals are no longer employed with BlockFi and presumably have other jobs: Insider Consideration Cooperation ------- ------------- ----------- Zac Prince $1,500,000 200 hours Flori Marquez $500,000 200 hours Amit Cheela N/A 100 hours Jonathan Mayers N/A 200 hours Rob Loban N/A 100 hours Tony Lauro $100,000 200 hours Yuri Mushkin N/A 200 hours Andrew Tam $100,000 100 hours David Spack $50,000 Unlimited+150 hours About BlockFi Inc. BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. BLOCKFI INC: Reaches Deal With Creditor for Chapter 11 Plan ----------------------------------------------------------- Vince Sullivan of Law360 reports that bankrupt cryptocurrency exchange BlockFi Inc. received court approval from a New Jersey bankruptcy judge Tuesday, August for its Chapter 11 plan disclosure statement after reaching a global deal with creditors that will allow it to proceed toward an exit from bankruptcy. About BlockFi Inc. BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C., as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. BLUE SEVEN: Unsecureds Owed $160K to Get 46 Cents on Dollar ----------------------------------------------------------- Blue Seven, LLC, d/b/a Indigo Float, submitted an Amended Plan of Reorganization for the Small Business under Chapter 11. Blue Seven's financial projections show that the Debtor will have a projected disposable income for the period described in Section 1191(c)(2) of $5,687, with an average monthly amount of $947.92. The final Plan payment is expected to be paid on October 1, 2028. This Plan of Reorganization under Chapter 11 of the Bankruptcy Code proposes to pay creditors of Blue Seven from the proceeds from the daily operation of the business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 46 cents on the dollar. Under the Plan, Class 5 Non-priority Unsecured Creditors total $160,874.16 and are impaired. Holders of Unsecured Claims will receive pro rata payment in full, in cash, monthly from the disposable income of the Debtor for 60 months. The amount of each monthly payment from the Debtor is set forth on the attached payment plan. Any holder of a claim less than $1,000.00 may receive payments lump sum of their claims within 180 days of the effective date of this Plan. Attorneys for the Debtor: Adina L. Pollan, Esq. MCGLINCHEY STAFFORD, PLLC 10407 Centurion Pkwy. N., Suite 200 Jacksonville, FL 32256 Telephone: (904) 224-4487 Facsimile: (904) 212-1464 E-mail: apollan@mcglinchey.com nreid@mcglinchey.com A copy of the Amended Plan of Reorganization dated July 28, 2023, is available at bit.ly/478zf3f from PacerMonitor.com. About Blue Seven LLC Blue Seven, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00401) on Feb. 27, 2023. In the petition signed by Jacki Stewart, owner, the Debtor disclosed up to $50,000 in both assets and liabilities. Adina Pollan, Esq., at McGlinchey Stafford, is the Debtor's legal counsel. BLUEKEY CONSTRUCTION: Seeks Cash Collateral Access Thru Oct 31 -------------------------------------------------------------- BlueKey Construction & Claims, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral through October 31, 2023. The Debtor requires the use of cash collateral to pay operational expenses and administrative expenses in accordance with the Budget. In 2019, sales totaled $3 million. As a result of the COVID pandemic, sales declined to approximately $1.356 million in 2020 and $1.419 million in 2021. The Debtor is indebted to the U. S. Small Business Administration pursuant to an Economic Injury Disaster Loan, number ending in 8602, represented by a Note dated March 23, 2021, in the original principal amount of $150,000, accruing interest at the rate of 3.75% per annum, as subsequently modified and increased to the principal amount of $2 million. The funds advanced by the SBA are only available for working capital. The SBA Debt is secured by a security interest in, among other assets, chattel paper, receivables, accounts, instruments, intangibles, deposit accounts, and commercial tort claims, the proceeds of which constitute "cash collateral." The SBA recorded a UCC-1 financing statement at 038-2021-009176, Coweta County Records. In 2018, the Debtor was employed by the Friendship Missionary Baptist Church of Broad Avenue, Inc. to perform repair and restoration services on damage caused by Hurricane Michael. The Debtor performed the repair and restoration services. FMBC has initiated litigation in the State Court of Gwinnett County against multiple defendants, including JPMorgan Chase Bank, N.A. and Debtor, Case No. 22-C-07086- S4. FMBC alleges, among other things, that FMBC's insurance adjuster defrauded FMBC and converted insurance proceeds. FMBC alleges that Debtor was overpaid for the services provided, did not complete the repairs, and misused insurance proceeds. The Debtor disputes all allegations. As adequate protection, the SBA will be granted a valid and properly-perfected replacement lien, subject to prior perfected security interests and liens, pursuant to 11 U.S.C. Section 361(2) on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the collateral to which the security interest of the SBA attached prepetition, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=r8sigR from PacerMonitor.com. The Debtor projects 19,330 in gross profit and $96,534 in total expenses for the period from July to October 2023. About BlueKey Construction & Claims, LLC BlueKey Construction & Claims, LLC is a full service insurance claims & restoration Company. It helps clients navigate through the complex insurance claim and restoration process using technically advanced thermal drone inspections and infrared (IR) mapping. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57389) on August 2, 2023. In the petition signed by David Lewgood, member, the Debtor disclosed $2,033,030 in assets and $2,012,503 in liabilities. Judge Lisa Ritchey Craig oversees the case. G. Frank Nason, IV, Esq., at LAMBERTH, CIFELLI, ELLIS & NASON, P.A., represents the Debtor as legal counsel. BRIGHT MOUNTAIN: Gets Additional $2MM Under Centre Lane Credit Pact ------------------------------------------------------------------- Bright Mountain Media, Inc. and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Big-Village Agency LLC, and BV Insights LLC, and Centre Lane Partners entered into the Nineteenth Amendment to the Credit Agreement. The Credit Agreement was amended, as provided in the Nineteenth Amendment, to provide for an additional term loan amount of $2,000,000. This term loan matures on June 30, 2024. As previously disclosed, Bright Mountain and its subsidiaries are parties to the Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent, dated June 5, 2020, as amended. On June 30, 2023, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Big-Village Agency LLC, and BV Insights LLC, and Centre Lane Partners entered into the Eighteenth Amendment to the Credit Agreement to amend certain immaterial terms regarding an installment payment due on June 30, 2023, to be paid in equal monthly installments on July 3, 2023, Aug. 7, 2023 and Sept. 5, 2023, respectively. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers -- both large audiences and more granular segments -- across digital, social and connected television publishing formats. The Company defines "end-to-end" as its process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Bright Mountain reported a net loss of $8.13 million for the year ended Dec. 31, 2022, compared to a net loss of $12 million for the year ended Dec. 31, 2021. For the three months ended Dec. 31, 2022, the Company reported a net loss of $2.32 million. As of Dec. 31, 2022, the Company had $29.20 million in total assets, $43.27 million in total liabilities, and a total stockholders' deficit of $14.07 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BYJU'S ALPHA: $1.20B Bank Debt Trades at 48% Discount ----------------------------------------------------- Participations in a syndicated loan under which BYJU's Alpha Inc is a borrower were trading in the secondary market around 52.4 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.20 billion facility is a Term loan that is scheduled to mature on November 24, 2026. About $1.18 billion of the loan is withdrawn and outstanding. Think & Learn Private Limited, doing business as Byju's, provides online educational services. CAM-CAR COLLEGE: Lender Seeks to Prohibit Cash Collateral Access ---------------------------------------------------------------- First-Citizens Bank & Trust Company asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Wilmington Division, to prohibit Cam-Car College Collectables LLC from using cash collateral. On September 28, 2022, the Debtor executed and delivered to First-Citizens a Promissory Note in the principal amount of $238,000. As security for the Note, the Debtor executed a Deed of Trust by which the Debtor granted to First-Citizens a security interest certain real property with any and all improvements thereon located at 2 Harper Ave, Carolina Beach, North Carolina, being more particularly described in the Deed of Trust recorded in Book 6599, at Page 976 of the New Hanover County Registry. As further security for the note, a Judgment was entered on June 19, 2023 in the General Court of Justice, Superior Court Division, New Hanover County, North Carolina, bearing Court File No. 23-CVS-1460 granting First-Citizens, amount other things, Judgment against the Debtor and Michael S. Keeter, jointly and severally, on the Note in the amount of $244,171, plus interest at the rate of $33 per day from and after April 10, 2023 until the date of entry of Judgment and thereafter at the legal rate until paid in full, plus attorneys' fees in the amount of $36,645, and the cost of the State Court Action. The Note, Deed of Trust and Judgment are past due and in default. As of the Petition, there is due and owing on the Judgment the sum of $285,746, not including post-petition interest or attorneys' fees. First-Citizens does not consent to the Debtor's use of any item of cash collateral. The Debtor has not offered First-Citizens any adequate protection. First-Citizens is entitled to adequate protection in the form of (i) periodic cash payments, (ii) periodic accountings of its Collateral, (iii) the right to reasonable inspection of its Collateral and (iv) the right to access and inspection of the books and records of the Debtor as they relate to operations and the Collateral. Unless First-Citizens receives adequate protection of its interests, the Court should enter an Order prohibiting the Debtor or any other party from using the cash collateral described in the Motion other than to deliver it to First-Citizens. A copy of the motion of the motion is available at https://urlcurt.com/u?l=WRrDwH from PacerMonitor.com. About Cam-Car College Collectibles Cam-Car College Collectibles LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01918) on June 10, 2023, with as much as $1 million in both assets and liabilities. Judge Pamela W. McAfee oversees the case. Richard P. Cook, PLLC serves as the Debtor's legal counsel. CAMBER ENERGY: Completes Acquisition of Viking Energy ----------------------------------------------------- Camber Energy, Inc. announced the completion of its acquisition of Viking Energy Group, Inc., pursuant to which it acquired all of the issued and outstanding securities of Viking not already owned by the company. Effective Aug. 1, 2023, Viking became a wholly-owned subsidiary of Camber, and Viking's securities ceased trading on the OTC:QB. Camber remains as the sole publicly-traded entity. Viking brings to Camber a long-standing custom energy and power solutions business, along with a portfolio of diverse, ready-for-market technologies in the clean energy, carbon-capture, waste treatment and utility sectors. Most importantly, Viking brings an exemplary team of professionals, extensive industry relationships and additional opportunities for growth. "We sincerely appreciate the patience and support of our stakeholders for affording us the opportunity to finally close this merger, and in no way do we view the acquisition as a 'finish line' of any kind. Rather this is merely an early, albeit significant, step within our comprehensive plan to transform this organization into what we firmly believe will be a revolutionary and profitable participant in the energy industry," commented James Doris, President & CEO of Camber. About Camber Energy Based in Houston, Texas, Camber Energy, Inc. -- http://www.camber.energy-- is a growth-oriented diversified energy company. Through its majority-owned subsidiary, Camber provides custom energy & power solutions to commercial and industrial clients in North America and owns interests in oil and natural gas assets in the United States. The company's majority-owned subsidiary also holds an exclusive license in Canada to a patented carbon-capture system, and has a majority interest in: (i) an entity with intellectual property rights to a fully developed, patent pending, ready-for-market proprietary Medical & Bio-Hazard Waste Treatment system using Ozone Technology; and (ii) entities with the intellectual property rights to fully developed, patent pending, ready-for-market proprietary Electric Transmission and Distribution Open Conductor Detection Systems. Camber Energy reported a net loss attributable to the company of $107.74 million for the year ended Dec. 31, 2022, a net loss attributable to the company of $169.68 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $52.01 million for the nine months ended Dec. 31, 2020. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 17, 2023, citing that the Company has suffered recurring losses from operations, has a stockholder deficit and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CENTER FOR AUTISM: Court Approves Disclosure and Confirms Plan -------------------------------------------------------------- Judge David R. Jones has entered an order approving the Disclosure Statement and approving and confirming the Joint Chapter 11 Plan of Center for Autism and Related Disorders, LLC, et al. All objections and all statements and reservations of rights pertaining to approval of the Disclosure Statement and Confirmation of the Plan that have not been withdrawn, waived, or settled are overruled and denied on the merits. Class 3 Credit Facility Claims are entitled under the Plan to vote to accept or reject the Plan. Under section 1126(f) of the Bankruptcy Code, holders of Claims in Class 1 (Other Secured Claims) and Class 2 (Other Priority Claims) (collectively, the "Unimpaired Classes") are Unimpaired and conclusively presumed to have accepted the Plan. The Debtors were not required to solicit votes from the holders of Claims and Interests in Class 4 (General Unsecured Claims), Class 7 (Existing Parent Interests), and Class 8 (Section 510(b) Claims) (collectively, the "Deemed Rejecting Classes"), which were Impaired and deemed to reject the Plan. Holders of Claims and Interests in Class 5 (Intercompany Claims) and Class 6 (Intercompany Interests) (the "Deemed Accepting/Rejecting Classes" and, together with the Unimpaired Classes and the Deemed Rejecting Classes, the "Non-Voting Classes") are Unimpaired and conclusively presumed to have accepted the Plan (to the extent reinstated) or are Impaired and deemed to reject the Plan (to the extent cancelled), and, in either event, are not entitled to vote to accept or reject the Plan. As evidenced by the Voting Report, Class 3 voted to accept the Plan in accordance with Section 1126 of the Bankruptcy Code. Accordingly, at least one impaired class of Claims (excluding the acceptance by any insiders of any of the Debtors) has voted to accept the Plan in accordance with the requirements of Sections 1124 and 1126 of the Bankruptcy Code. The Plan satisfies the requirements of Sections 1122(a) and 1123(a)(1) of the Bankruptcy Code. Article III of the Plan provides for the separate classification of Claims and Interests into 8 Classes. Valid business, factual, and legal reasons exist for the separate classification of such Classes of Claims and Interests. The classifications reflect no improper purpose and do not unfairly discriminate between, or among, holders of Claims or Interests. Each Class of Claims and Interests contains only Claims or Interests that are substantially similar to the other Claims or Interests within that Class. First Amended Plan Center for Autism and Related Disorders, LLC, et al., filed a First Amended Joint Chapter 11 Plan. Under the Plan, Class 4 General Unsecured Claims are impaired. Each General Unsecured Claim shall be discharged and released, and each Holder of General Unsecured Claim shall not receive or retain any distribution, property, or other value on account of such General Unsecured Claim. Continuing after the Petition Date, the Debtors will conduct a marketing process and Auction to solicit bids for Asset Sale(s), in accordance with the terms and conditions of the Bidding Procedures. The Debtors will seek to elicit Asset Sale offers, if any, pursuant to the process set forth in the Bidding Procedures. If the Debtors are able to secure a winning bid in accordance with the Bidding Procedures, the Holders of certain Claims will receive the Distributable Asset Sale Proceeds as set forth in Articles Article II and Article III of the Plan and the Asset Sale(s) will be consummated in accordance with the terms to be set forth in the Sale Order, Confirmation Order, and Plan Supplement, as applicable. At any point, the Debtors may terminate pursuit of the Asset Sale(s) in accordance with the terms of the Bidding Procedures. In the event that the Debtors determine to effectuate any Asset Sale(s), on or after the Confirmation Date, the Sale Order or Confirmation Order, as applicable, shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to consummate and effect such Asset Sale(s), including, among other things, transferring any purchased assets and interests to be transferred to and vested in any Purchaser free and clear of all Liens, Claims, charges or other encumbrances pursuant to the terms of any purchase agreement, approve the Asset Purchase Agreement(s), and authorize the Debtors or the Wind-Down Debtors, as applicable, to undertake the transactions contemplated by the Asset Purchase Agreement(s), including any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, including the Asset Sale(s), including, for the avoidance of doubt, any and all actions required to be taken under applicable nonbankruptcy law. The Debtors will fund distributions under the Plan pursuant to the Asset Sale(s) with, as applicable: (a) Distributable Asset Sale Proceeds; (b) Cash on hand; (c) Cash or non-Cash consideration received by the Debtors in any consummated Asset Sale(s); and (d) the Wind-Down Proceeds. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. J. Machir Stull, Esq. Victoria N. Argeroplos, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com mstull@jw.com vargeroplos@jw.com - and - Christopher T. Greco, Esq. Allyson B. Smith, 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: christopher.greco@kirkland.com allyson.smith@kirkland.com A copy of the Order dated July 28, 2023, is available at bit.ly/3Dy76VN from PacerMonitor.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. Texas 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. CHINAH USA: Samuel Dawidowicz Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 2 appointed Samuel Dawidowicz as Subchapter V trustee for Chinah USA, LLC. Mr. Dawidowicz will be paid an hourly fee of $525 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dawidowicz declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Samuel Dawidowicz 215 East 68th Street New York, NY 10065 (917) 679-0382 About Chinah USA Chinah USA, LLC operates a full-service restaurant business specializing in Chinese food. The company is based in Jersey City, N.J. Chinah USA sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11157) on July 24, 2023, with up to $50,000 in assets and up to $10 million in liabilities. Hegel Hei, chief executive officer, signed the petition. Judge David S. Jones oversees the case. Erica Aisner, Esq., at Kirby Aisner and Curley, LLP, represents the Debtor as legal counsel. CIBT GLOBAL: $385M Bank Debt Trades at 29% Discount --------------------------------------------------- Participations in a syndicated loan under which CIBT Global Inc is a borrower were trading in the secondary market around 71.1 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $385 million facility is a Term loan that is scheduled to mature on June 1, 2025. The amount is fully drawn and outstanding. CIBT Global, Inc. provides travel documents services. The Company offers travel visas, passports, and additional document creation support services including digital photo, document legalization, and authentications. CIDARA THERAPEUTICS: Raises Going Concern Doubt ----------------------------------------------- Cidara Therapeutics, Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that the Company's current working capital, anticipated operating expenses and net losses and the uncertainties surrounding its ability to raise additional capital as needed raise substantial doubt about its ability to continue as a going concern for the next 12 months. The Company has a limited operating history and the sales and income potential of the Company's business and market are unproven. The Company has experienced net losses and negative cash flows from operating activities since its inception. At June 30, 2023, the Company had an accumulated deficit of $416.1 million. The Company expects to continue to incur net losses into the foreseeable future. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company's cost structure. At June 30, 2023, the Company had cash and cash equivalents of $50.4 million. Based on the Company's current business plan, management believes that existing cash and cash equivalents will not be sufficient to fund the Company's obligations for twelve months from the issuance of these financial statements. The Company's ability to execute its operating plan depends on its ability to obtain additional funding through equity offerings, debt financings or potential licensing and collaboration arrangements. The Company plans to continue to fund its losses from operations through cash and cash equivalents on hand, as well as through future equity offerings, debt financings, other third party funding, and potential licensing or collaboration arrangements. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to the Company. Even if the Company raises additional capital, it may also be required to modify, delay or abandon some of its plans which could have a material adverse effect on the Company's business, operating results and financial condition and the Company's ability to achieve its intended business objectives. Any of these actions could materially harm the Company's business, results of operations and future prospects. The Company posted a net loss and comprehensive loss of $12.3 million for the three months ended June 30, 2023, compared to a net loss and comprehensive loss of $13.1 million for the same period in 2022. It posted a net loss and comprehensive loss of $9.1 million for the six months ended June 30, 2023, down from a net loss and comprehensive loss of $31.4 million for the same six-month period a year ago. About Cidara Therapeutics San Diego, Calif.-based Cidara Therapeutics, Inc., was originally incorporated in Delaware in December 2012 as K2 Therapeutics, Inc., and its name was changed to Cidara Therapeutics in July 2014. The Company is a biotechnology company focused on the discovery, development and commercialization of immunotherapeutics designed to transform the standard of care for patients facing serious diseases. The Company's first commercially approved product is REZZAYOTM (rezafungin for injection) which is indicated for the treatment of candidemia and invasive candidiasis in adults with limited or no alternative treatment options. Melinta Therapeutics, LLC, is commercializing REZZAYO in the U.S. The Company's primary focus now is applying its Cloudbreak(R) platform to develop a potential new class of drugs called drug-Fc conjugates, or DFCs, for the prevention and treatment of serious diseases. The Company formed wholly owned subsidiaries, Cidara Therapeutics UK Limited, in England, and Cidara Therapeutics (Ireland) Limited, in Ireland, in March 2016 and October 2018, respectively, for the purpose of developing its product candidates in Europe. As of June 30, 2023, the Company had $67.9 million in total assets against $52.5 million in total liabilities. CIVITAS RESOURCES: Fitch Ups IDR to 'BB' Amid Tap & Hibernia Deal ----------------------------------------------------------------- Fitch Ratings has upgraded Civitas Resources, Inc.'s Long-Term Issuer Default Rating (IDR) to 'BB' from 'BB-' following the close of the Hibernia and Tap Rock acquisitions. Fitch has also upgraded the Reserve Based Loan (RBL) credit facility to 'BBB-'/'RR1' from 'BB+'/'RR1' and its senior unsecured notes to 'BB'/'RR4' from 'BB-'/'RR4'. Fitch has removed Civitas' ratings from Rating Watch Positive and assigned a Positive Outlook. The upgrade reflects the closing of the previously announced Hibernia Resources III LLC and Tap Rock Resources LLC acquisitions, which materially increase production size and proved reserves base, provide diversification outside of the DJ Basin, and support strong post-dividend FCF. Although the transaction significantly increases gross debt and leverage, the company will maintain clear headroom under Fitch's leverage sensitivity with leverage projected to remain at or below 1.5x throughout the forecast. The Positive Rating Outlook could be resolved before the 12 to 18 month timeframe if Civitas makes material progress in reducing post-close RBL borrowings and demonstrates a successful track record as an operator in the Permian Basin. KEY RATING DRIVERS Scale and Diversification Enhancing Acquisitions: Fitch believes the announced acquisitions of Hibernia and Tap Rock are transformational to Civitas' operating profile. The transactions diversify Civitas' asset profile and add material scale through approximately 68,000 net acres in the Permian Basin, 100 Mboepd of liquids-weighted production and 800 highly economic drilling locations. Fitch views the entry into the Permian favorably as it is a more regulatory-friendly basin to operate in compared to the DJ Basin, and regulation risk in Colorado has historically been a constraint on the rating. Gross Debt Increases; Leverage Remains Low: Although the transaction is leveraging in the near term through the addition of approximately $3.45 billion of debt to the company's balance sheet, Fitch forecasts mid-cycle EBITDA leverage to remain at or below 1.5x. Fitch expects that FCF will be allocated toward paying back RBL borrowings. The company has a goal to return to below 1x net leverage by YE 2024 and achieve a long-term net leverage target of 0.75x. FCF Prioritized Over Drill Bit Growth: Civitas aims to keep organic production flat to benefit FCF generation. Hibernia and Tap Rock are currently operating with three and four rigs, respectively, and Civitas plans to drop both locations to two rigs moving forward in order to prioritize FCF generation. Fitch expects 50% of the company's FCF, gross of working capital changes, will be distributed to shareholders through a variable dividend on top of a quarterly fixed dividend of $0.50/share. Under Fitch's base case, Civitas is forecast to generate over $300 million of post dividend FCF in 2023 through 2025, which will provide Civitas with funding for debt reduction, potential cash supported M&A, development activities or further shareholder activities. Civitas' strong pro forma FCF is underpinned by its scale and improved liquids mix, which are expected to support strong unhedged cash netbacks. Near Two Years of Permits in Hand: Citivas has 100% of the 2023 development plan permitted and over 80% of 2024 permits progressing or in hand with a goal of getting permits 12-18 months in advance. Civitas' permitting status consists of approximately 600 wells in various stages of progress on top of 132 locations that were approved in 2022. Civitas balances its two-rig program in the DJ Basin with drilling rig allocations between its Southern position (e.g. Adams county, Arapahoe county) where it has large blocky inventory positions that are oilier and more rural, its rural Eastern position (e.g. eastern Weld county and acquired Bison Oil & Gas acreage) and its Western position (e.g. Broomfield county and western portion of Weld county), which is more developed, but is more likely to experience permitting challenges. PDP-Focused Hedging Policy: Civitas' hedging strategy is expected to change post-close as the company plans to hedge a substantial portion of target oil volumes through 2024 in order to maintain leverage and liquidity throughout a $40 oil price scenario. Fitch views this shift positively as it will meaningfully reduce near-term pricing risk and will support FCF generation and reduction of the RBL borrowings. At 2Q23, Civitas had approximately 30% and 15% of its expected 2023 and 2024 oil production hedged and 10% and 5% of its expected 2023 and 2024 natural gas production hedged, respectively. Colorado Regulatory Risk: Fitch continues to assess regulatory risk within Colorado as high relative to other hydrocarbon-producing states. However, Fitch believes since the beginning of 2021 the risk has lessened following the overhaul of state laws that changed the Colorado Oil & Gas Conservation Commission's (COGCC) mission from fostering the development of oil and gas resources to regulating their development. The current rules, which established a single-permit process rather than the previous multistep process, have provided a tough but navigable framework that producers are learning to operate within. Fitch anticipates knowledge gained from permit applications and continued collaboration with the COGCC and communities will help the permitting process become more efficient over time. Civitas' ESG investments to achieve a Scope 1 and Scope 2 carbon neutral position through a combination of operational improvements and emission offset credits also support its ability to continue to permit development plans. DERIVATION SUMMARY Civitas is the largest producer within Fitch's 'BB' rating category with 2Q23 standalone production of 173mboepd. This compares to Permian Resources Corporation (BB-/Stable; 154mboepd as of Q1) and SM Energy (BB-/Stable; 154mboepd as of Q2). Pro forma the Hibernia and Tap Rock acquisitions, Civitas is expected to produce approximately 270-290mboepd, which is significantly larger than 'BB-' peers. Pro forma production is higher than Murphy Oil Corporation (BB+/Stable; 184mboepd as of Q2), but trails APA Corporation (BBB-/Stable; 394mboepd as of Q1) and Ovintiv, Inc. (BBB-/Stable; 573mboepd as of Q2). Civitas' 2Q23 standalone Fitch-calculated unhedged cash netback of $29/boe compares favorably across Fitch's aggregate E&P portfolio due to its low-cost structure and oil percentage (49% in 2Q23). Civitas has historically had the lowest leverage in the peer group (0.2x at YE22) due to the low amount of gross debt; however, pro forma the acquisitions and note issuances, Civitas' mid-cycle EBITDA leverage of 1.1x is more comparable to the peer group. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include -- WTI (USD/bbl) of $75 in 2023, $70 in 2024, $65 in 2025 and $60 in 2026 and $57 thereafter; -- Henry Hub (USD/mcf) of $3.00 in 2023, $3.50 in 2024, $3.00 in 2025 and $2.75 thereafter; -- Base interest rates applicable to the company's outstanding variable rate debt obligations reflects current SOFR forward curve; -- No organic production growth in DJ Basin; -- Announced transaction close in 3Q23 under proposed terms; -- $300 million in divestments of non-core assets by 2H24; -- $500 million share repurchase program utilized by 2024; -- Midstream operations in line with historical results; -- Capex in line with management expectations; -- Base portion of dividend does not increase through forecast, variable divided remains at 50% of post-base dividend FCF; -- FCF applied to reduction of the RBL. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Strong FCF generation that is directed toward paying back RBL borrowings; -- Successful track record as a new operator in the Permian Basin; -- Continued increases in scale and/or diversification that helps mitigate overall regulatory and community opposition event risks; -- Midcycle EBITDA leverage maintained at or below 1.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Change in financial policy leading to trend of gross debt increases and lower liquidity; -- A regulatory change that affects permitting, unit economics, or visibility on future operations; -- Sustained negative post-dividend FCF stressing liquidity or underinvestment in asset base; -- Midcycle EBITDA Leverage sustained over 2.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: At the closing of the Hibernia and Tap Rock acquisitions, Civitas has secured $850 million of incremental commitments from its lenders, which increases total elected commitments from $1.00 billion to $1.85 billion. The company has drawn $750 million on the RBL as of Aug. 2, and has approximately $1.1 billion of post-close liquidity. Fitch believes the liquidity profile will improve thereafter due to reduction of RBL borrowings via FCF generation. ISSUER PROFILE Civitas Resources, Inc. is an oil and gas producer focused on developing and producing crude oil, natural gas and NGLs in Colorado's Denver Julesburg and Permian Basins. ESG CONSIDERATIONS Civitas Resources, Inc. has an ESG Relevance Score of '4' for Exposure to Social Impacts due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. CIVITAS RESOURCES: S&P Ups ICR to 'BB-' After Close of Acquisitions ------------------------------------------------------------------- S&P Global Ratings raised the issuer credit rating on Colorado-based oil and gas exploration and production (E&P) company Civitas Resources Inc. to 'BB-' from 'B+' and removed it from CreditWatch, where S&P placed it with positive implications on June 20, 2023. S&P said, "We affirmed our 'BB-' issue-level rating on Civitas' unsecured debt. We revised our recovery rating to '3' from '2', reflecting our cap when the issuer rating is in the 'BB' category. "The stable outlook reflects our expectation that Civitas will continue to successfully navigate the Colorado permitting process while integrating the newly acquired assets in the Permian Basin. We project Civitas' debt to EBITDA will be 1.25x-1.5x and funds from operations (FFO) to debt in the 65%-70% range over the next two years. "Civitas' scale and basin diversification improved with the acquisitions and entry into a new basin. We expect Civitas' 2024 combined production will increase about 70% from its stand-alone basis to about 280,000 barrels of oil equivalent (boe) per day (48% oil), with about 40% from the Permian Basin and 60% from its legacy assets in the Denver-Julesburg (DJ) Basin. Combined proved reserves increased to about 750 million boe (70% proved developed), providing for a proved developed reserve life of about five years. The improved scale and increased geographic diversification makes the company more comparable to higher-rated peers such as PDC Energy Inc., also with production in both the DJ and Permian basins. We expect a similar product mix and cost structure on the newly acquired assets when compared to its legacy DJ basin operations, with the potential for improvements as the integration progresses and the company gains operating experience in the new basin. "DJ Basin permitting remains a key risk given future in-basin production is focused in higher populated, suburban areas. Civitas now has a material amount of production (about 40%) in the Permian Basin, which diversifies the risk to new drilling related to Colorado's more stringent permitting process. Although the company's DJ permitting runway has improved subsequent the Box Elder comprehensive area plan (CAP) approval, it remains limited at roughly 14 months. With new Permian assets (roughly a decade of inventory life at current production levels), Civitas has optionality to place capital there while it continues to generate DJ Basin permits. The next material opportunity for permits is the Lowry Ranch CAP (about 175 locations), which has been submitted and we expect to serve as the basis for Civitas' 2025 development program. Debt reduction is Civitas' priority for excess cash. The majority debt-funded acquisition increased Civitas' debt leverage. However, the company's leverage was well below 1x leading up to the announcement, providing balance sheet flexibility. While Civitas is maintaining its shareholder return framework of returning 50% of free cash flow after the base dividend to shareholders in the form of a variable dividend, we expect the remaining 50% to be used primarily for debt reduction. The priority is to reduce the $750 million draw on its upsized and extended $1.85 billion reserve-based lending (RBL) facility. A noncore asset sales target of $300 million, primarily from the DJ Basin, provides visibility on potential further debt reduction beyond internally generated cash flow, but we do not incorporate potential asset sales in our base case. We expect debt to EBITDA of 1.25x-1.5x (on an S&P Global Ratings-adjusted basis) over the next two years as Civitas addresses the acquisition debt, while working toward its long-term company-reported leverage target of 0.5x-1x. S&P said, "The stable outlook reflects our expectation that Civitas will continue to navigate the Colorado permitting process while integrating its newly acquired assets in the Permian Basin. Debt repayment remains the priority and we anticipate a portion of its excess cash will be used to reduce borrowings on its credit facility, balanced with the continuation of its shareholder return framework. We project Civitas' debt to EBITDA to be 1.25x-1.5x and FFO to debt in the 65%-70% range over the next two years. "Environmental factors are a negative consideration on our credit rating analysis on Civitas as the E&P industry contends with an accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher returns. To help address these concerns, Civitas was net carbon neutral on a scope 1 and 2 basis on its legacy DJ Basin production, and will continue the emissions reduction efforts on its newly acquired acreage. Social factors are moderately negative given Civitas' material exposure to Colorado's more stringent environmental regulations relative to overall assets, which raises the potential for higher costs or more limited drilling locations versus peers in industry friendly states such as Texas." CONNEXA SPORTS: Raises Going Concern Doubt ------------------------------------------ Connexa Sports Technologies Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that the Company has an accumulated deficit of $144,766,698 as of January 31, 2023, and more losses are anticipated in the development of the business. Accordingly, the Company admitted there is substantial doubt about its ability to continue as a going concern. "The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or being able to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due," the Company disclosed in an amendment to its quarterly report on Form 10-Q for the quarter ended January 31, 2023, filed with the Securities Exchange Commission last week. "Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from related parties, and/or private placement of debt and/or common stock. In the event that the Company is unable to successfully raise capital and/or generate revenues, the Company will likely reduce general and administrative expenses, and cease or delay its development plan until it is able to obtain sufficient financing." The Company disclosed it has begun reducing operating expenses and cash outflows by selling PlaySight, as well as selling 75% of Foundation Sports in November and December 2022, respectively to the former shareholders of those companies. There can be no assurance that additional funds will be available on terms acceptable to the Company, or at all. The Form 10-Q report was first filed with the SEC on July 24, 2023. The Company filed the amendment to make some corrections to the figures disclosed on the consolidated balance sheets. For the three months ended Jan. 31, 2023, the Company posted a net loss of $48,879,775, wider than the net loss of $2,370,124 for the same period in 2022. For the nine months ended Jan. 31, 2023, the Company posted a net loss of $64,169,773, wider than the net loss of $44,630,793 for the same period in 2022. About Connexa Sports Technologies Inc. Windsor Mill, Maryland-based Connexa Sports Technologies Inc. operates in the sport equipment and technology business. The Company is the owner of the Slinger Launcher, which is a portable tennis ball launcher as well as other associated tennis accessories and Gameface AI an Australian artificial intelligence sports software company. As of January 31, 2023, the Company had $19.5 million in total assets against $31.2 million in total liabilities. CONSUMER ACTION: Has Deal on Cash Collateral Access --------------------------------------------------- Consumer Action Law Group of Panzarella & Associates, P.C. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral in accordance with its agreement with the U.S. Small Business Administration. The proposed terms and conditions of the cash collateral proposal are based on the projected budget from September 1, 2023 – April 1, 2024. CALG proposes to make adequate protection payments to the SBA in the pre-petition contractual payment amount of $2,476 per month. In 2015, CALG represented an individual named Geralyn Howard in an action related to the foreclosure of her primary residence. Howard's home was foreclosed upon, and Howard commenced a legal malpractice arbitration against CALG. After several delays, the arbitrator awarded Howard $800,000 in damages against CALG and its co-defendants Yelena Gurevich and Lauren Rode. The arbitration award was confirmed on April 18, 2023. The Debtor seeks to reorganize its debt and continue to operate towards profitability while using the cash collateral of the SBA, subject to the terms of the Stipulation. CALG requires immediate use of its cash on hand and other income generated from its work to maintain the day-to-day business operations and pay employees and vendors on a timely basis. The Debtor executed an SBA Note with a loan number ending 7401 with an Effective Date of January 3, 2022. The original loan amount was $500,000. Pursuant to the SBA Loan, the Debtor is required to "use all the proceeds of this Loan solely as working capital to alleviate economic injury caused by disaster occurring in the month of January 31, 2020, and continuing thereafter for loans more than $25,000 to pay Uniform Commercial Code (UCC) lien filing fees and third-party UCC handling charge of $100 which will be deducted from the Loan amount stated above. The terms of the SBA Loan require the Debtor to make installment payments, including principal and interest, of $2,476 monthly. As of the Petition Date, the amount due on the SBA Loan is approximately $318,000. As evidenced by the Security Agreement and the subsequently Amended Security Agreement executed on January 3, 2022 and a valid UCC-1 filing on May 27, 2020 as file number 207781895784, the SBA Loan is secured by all tangible and intangible personal property. The SBA consents to the Debtor's use of its cash collateral on an interim basis through April 1, 2024 and CALG's use of cash collateral is conditioned upon adequate protection being provided to the SBA. The SBA's primary form of adequate protection will be the Debtor's use of cash collateral to preserve the going concern value of CALG's assets and solely in accordance with the budget. Additionally, CALG will be granting replacement liens and super priority claims as adequate protection, which is commonplace. The Debtor will remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable SBA Loan documents, with monthly installments of $2,476, and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's Chapter 11 plan of reorganization, whichever occurs first. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. The Debtor agrees to maintain insurance on the Personal Property Collateral and designate the SBA as a loss payee or additional insured party in accordance with the SBA Loan and related loan documents and agrees to provide proof of insurance within seven days of a written request by the SBA. A copy of the Debtor's motion and the budget is available at https://urlcurt.com/u?l=2gm6nN from PacerMonitor.com. The Debtor projects total cash paid out, on a monthly basis, as follows: $69,006 for September 2023; $68,528 for October 2023; $68,528 for November 2023; and $68,528 for December 2023. About Consumer Action Law Group of Panzarella & Associates, P.C. Consumer Action Law Group of Panzarella & Associates, P.C. provides legal advice with respect to auto claims and lemon law and, on a more limited basis, bankruptcy law and Fair Credit Reporting claims. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13906) on June 23, 2023. In the petition signed by Charles Panzarella, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Julia W. Brand oversees the case. Andy C. Warshaw, Esq., at Financial Relief Law Center, APC, represents the Debtor as legal counsel. CONVERGEONE HOLDINGS: $1.11B Bank Debt Trades at 39% Discount ------------------------------------------------------------- Participations in a syndicated loan under which ConvergeOne Holdings Inc is a borrower were trading in the secondary market around 61.1 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.11 billion facility is a Term loan that is scheduled to mature on January 4, 2026. About $1.09 billion of the loan is withdrawn and outstanding. ConvergeOne Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides managed cloud, cyber security, enterprises networking, data center, application and software development, security infrastructure, and hosted collaboration solutions. CORNERSTONE CHEMICAL: S&P Downgrades ICR to 'CCC', Outlook Neg. --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Cornerstone Chemical Co. to 'CCC' from 'B-' and its issue-level rating on its senior secured notes to 'CCC' from 'B-'. The negative outlook reflects S&P's view that it may lower the ratings if weak business conditions raise the risk of Cornerstone becoming unable to meet its semiannual interest payments. Cornerstone's performance during the first-half of 2023 has been poor, due to more adverse global economic factors than we previously expected. Cornerstone's first quarter sales were down more than 25% with very weak profitability and slightly negative free cash flow. S&P said, "We do not expect much relief to have occurred during the second quarter. Due to lackluster real-world results regarding the post-COVID reopening in China, many Chinese chemical producers--that had invested in acrylonitrile and melamine capacity--have been exporting products to Europe and India because domestic demand remained weak. We believe Cornerstone's pricing in its export markets has deteriorated significantly since the highs of early 2022 because of this." More generally, the demand for housing and durable goods in many geographic markets has been weak, compounded by tighter monetary policies over the past year. The company has also faced propylene supply issues, as tight capacity and high prices from suppliers have been an operational challenge. Cornerstone has taken action to reduce operating costs, but these factors may keep Cornerstone's profitability and liquidity weak during the for at least the next 12 months. S&P Said, "The burden of Corerstone's semiannual interest payments is high. In our view, the risk regarding Cornerstone's ability and willingness to satisfy the interest expense on its debt has increased. The company's $447 million senior notes accrue at 8.25% in cash and 2.0% in payment-in-kind. The almost $20 million of biannual cash interest will become due very soon. It is possible that management and ownership may satisfy this obligation, but we believe the risk of them failing to do so has increased. Though the company has enough cash and availability on its ABL revolver to fund the payment, Cornerstone's earnings and cash flow generation have been very weak through the first half of 2023." An absence of methylamine (MA) sales will hurt Cornerstone's results. The toll manufacturing and supply agreement that Cornerstone had with Belle Chemical Co. has ended. Methylamine sales accounted for almost 15% of sales in recent years, adding some diversity to the acrylonitrile, melamine, and sulfuric acid products. Cornerstone is likely to receive additional liquidity/remuneration at the outset from the termination of the agreement, but it may find it challenging to replace the lost sales. Rohm's exit from Cornerstone's site could be disruptive. Röhm GmbH uses hydrocyanic acid (HCN) produced by Cornerstone as a byproduct of acrylonitrile to produce methyl methacrylate (MMA) and methacrylic acid. In June of this year Röhm announced that it would cease MMA production at Cornerstone's site and terminate production agreements in various stages by June 2025, freeing it to transition to lower-cost production at its new plant in Bay City, Texas. Cornerstone will need to find sufficient replacement customers for its HCN. Cornerstone is highly leveraged with weak liquidity. Because of the weak profitability in the first quarter of 2023 relative to the much stronger performance in March of 2022, Cornerstone's leverage ratio has increased significantly. S&P estimates that its adjusted debt to EBITDA rose to over 20x at March 31, 2023, from 7.7x in December of 2022 and only 4.7x in March of 2022. Even if there is some recovery in the latter half of 2023 relative to the weak first-half performance, it's conceivable that Cornerstone's leverage may end the year in the 9.5x-12.5x range given its over $620 million of adjusted debt. Liquidity is weak, with roughly $2 million of cash as of March 31, 2023, and less than $25 million available under its $150 million ABL revolver maturing Jan. 26, 2027. Ongoing inventory destocking has reduced the borrowing base on the ABL revolver, compressing effective liquidity. S&P said, "The negative outlook reflects our view that we lower our ratings on Cornerstone Chemical Co. as the company is highly leveraged, and, in our view, is likely to default without an unforeseen positive development. It has semiannual interest payments of roughly $20 million due September of 2023 and February of 2024, while it is currently experiencing weak pricing and competitive pressures on its products. We also anticipate second quarter performance to be weak as well. The reduction in raw material costs, the absence of one-time costs pertaining to last year's plant outages, and savings from cost reduction actions do not appear to be enough to offset these headwinds. "We could lower the ratings absent unanticipated significantly favorable changes in Cornerstone's circumstances. If the company cannot generate sufficient earnings or cash flow (or obtain a significant enough equity infusion) and cannot make good on its semiannual interest payments, then we would lower our issuer credit rating to either 'SD' or 'D', and lower the issue-level ratings commensurately. Ongoing macroeconomic environment weakness globally and/or continued poor operational execution would contribute to this scenario. We note that Cornerstone operates on a single site in the Gulf Coast, which is an area noted for seasonal hurricane activity. These conditions could keep the company's capital structure unsustainable, with Cornerstone less likely to be able to meet its fixed charge obligations. Liquidity remaining weak and becoming even more constrained would also be a catalyst for further downgrades. "While unlikely any time soon, we could revise the outlook to stable if the company experiences a rapid resurgence in earnings or receives an equity infusion that allows it to satisfy its semiannual interest payments and to maintain sufficient liquidity over the next 12 months. Rapid improvement in global macroeconomic conditions raising the demand for and sale of Cornerstone's products would likely be necessary to bring about this scenario. But we believe this outcome is unlikely at present. "Environmental factors are a moderately negative consideration in our credit rating analysis of Cornerstone Chemical Co., as primarily a commodity chemical producer of acrylonitrile, melamine, and sulfuric acid. The asset-intensive nature of commodity chemical production lends itself to scrutiny and regulations related to carbon dioxide emissions, waste, and pollution. Governance is moderately negative consideration. We view financial sponsor-owned companies with highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of the controlling owners, typically with finite holding periods and a focus on maximizing shareholder returns." CS LEE: Files Emergency Bid to Use Cash Collateral -------------------------------------------------- CS Lee, DMD, MMSC, PLLC asks the U.S. Bankruptcy Court for the District of Massachusetts for authority to use the cash collateral of Funding Circle. The Debtor's operations were severely affected by COVID, and it is still in the process of recovering from the COVID closures. It is currently operating and meeting its current obligations as they come due. The Debtor entered into a business loan with secured creditor Funding Circle in June of 2022. The Debtor originally scheduled Funding Circle as an unsecured creditor but upon further review the Debtor believes it likely is secured and has a security interest in the Debtor's accounts receivable. The current balance of the loan is $ 79,566. The Debtor has additional obligations to Choicehealth Financing and Corporation Service Company, both of which have security interests in equipment used by the Debtor. The Debtor does not believe it has tax debt with the Massachusetts Department of Revenue or the Internal Revenue Services but will continue to monitor and evaluate any claims filed by the taxing authorities. The Debtor has approximately $255,039 in general unsecured debt, which consists of credit card debt. The Debtor asserts that any cash collateral used by the Debtor will be used solely to maintain operations and thus reduce the chance of any possible diminution in value of the property. However, in addition, the Debtor also proposes to grant to Funding Circle the following as additional adequate protection: a. The Debtor will make monthly adequate protection payments to Funding Circle in the amount of $1,973. b. The Debtor will remain within its Budget, within an overall margin of 10%. A copy of the motion is available at https://urlcurt.com/u?l=9NAe7r from PacerMonitor.com. About CS Lee, DMD, MMSC, PLLC CS Lee, DMD, MMSC, PLLC is a Massachusetts limited liability company that owns and operates a dental office, located in Bridgewater, Massachusetts. The Debtor's dental office is situated on the property owned by 555 Bedford Street, LLC, which is managed by the Debtor's principal. The Debtor's principal, Chong Lee, is the sole dentist at the office and employees three part time employees. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11184) on July 26, 2023. In the petition signed by Lee, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Peter M. Daigle, Esq., at Daigle Law Office, represents the Debtor as legal counsel. CYTOSORBENTS CORP: Posts $6.2 Million Net Loss in Second Quarter ---------------------------------------------------------------- Cytosorbents Corporation filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $6.15 million on $9.42 million of total revenue for the three months ended June 30, 2023, compared to a net loss of $10.88 million on $8.49 million of total revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $13.48 million on $18.87 million of total revenue compared to a net loss attributable to common stockholders of $19.84 million on $17.18 million of total revenue for the same period during the prior year. As of June 30, 2023, the Company had $52.44 million in total assets, $28.35 million in total liabilities, and $24.09 million in total stockholders' equity. Cytosorbents said, "As of June 30, 2023, the Company's cash and cash equivalents were approximately $13.2 million, and approximately $1.7 million in restricted cash, which is not expected to fund the Company's operations beyond the next twelve months from the issuance of these consolidated financial statements. This matter raises substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1175151/000141057823001523/ctso-20230630x10q.htm About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. CytoSorbents reported a net loss of $32.81 million for the year ended Dec. 31, 2022, a net loss of $24.56 million for the year ended Dec. 31, 2021, a net loss of $7.84 million for the year ended Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec. 31, 2019, and a net loss of $17.21 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $62.27 million in total assets, $23.13 million in total liabilities, and $39.14 million in total stockholders' equity. CYXTERA TECHNOLOGIES: Files Proposed Plan of Reorganization ----------------------------------------------------------- Cyxtera (OTC: CYXTQ), a global leader in data center colocation, interconnection services and digital infrastructure, on Aug. 7 disclosed that it has reached a key milestone in its Chapter 11 process by filing a proposed Plan of Reorganization (the "Plan") with the U.S. Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"). The company also released a business update for the quarter ended June 30, 2023. The proposed Plan is supported by certain of Cyxtera's lenders who collectively hold over two-thirds of the Company's outstanding first lien debt (the "Lenders") and are parties to Cyxtera's previously announced Restructuring Support Agreement. The proposed Plan provides flexibility for the Company to pursue a balance sheet recapitalization or a sale of the business. If the proposed Plan is approved and a recapitalization is consummated, the Lenders have committed to support a holistic restructuring of the Company's balance sheet. Such a restructuring would eliminate more than $950 million of Cyxtera's pre-filing debt and provide the Company with enhanced financial flexibility to invest in its business for the benefit of its customers and partners. In either a recapitalization or sale scenario, the Company remains on track to emerge from the court-supervised process no later than the fall of this year. Nelson Fonseca, Cyxtera's Chief Executive Officer, said, "We continue to make important progress in our court-supervised process, while demonstrating solid performance across our business. Filing this Plan with the support of our Lenders provides us a path to emerge in a significantly stronger financial position. I want to thank our dedicated team and our customers and partners for their ongoing support." Final bids from interested parties in the sale process are due on August 18, 2023. The Company has received multiple qualified bids to date. Q2 2023 Financial and Business Update Cyxtera on Aug. 7 also provided a financial and business update for the quarter ended June 30, 2023, which demonstrates significant strength in the Company's financial position as it continues to grow and provide first-class service to its customers. Carlos Sagasta, Cyxtera's Chief Financial Officer, said, "We are pleased to have delivered another quarter of solid growth across the business, underscoring the strength of our offering and the value we create for our global customers. We expect to continue building on this momentum as we successfully complete the process to strengthen our financial position for the long term." Preliminary Financial Highlights (unaudited) -- Total revenue increased by $14.9 million, or 8.1% year over year, to $199.0 million in the second quarter. -- On a constant currency basis, total revenue increased by $15.1 million, or 8.2% year over year. -- Recurring revenue increased by $15.8 million, or 9.1% year over year, to $190.0 million in the second quarter. -- Core revenue increased by $17.4 million, or 10.3% year over year, to $186.2 million in the second quarter. -- Transaction Adjusted EBITDA increased by $6.4 million, or 10.7%, to $66.4 million and increased by $6.5 million, or 10.9% year over year, on a constant currency basis, in the second quarter. Additional Information Additional information regarding the Company's court-supervised process is available at www.CyxteraRestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, KCC, at www.kccllc.net/cyxtera; by calling KCC toll-free at (877) 726-6510, or (424) 236-7250 for calls originating outside of the U.S. or Canada; or by emailing KCC at cyxterainfo@kccllc.com. Kirkland & Ellis LLP is serving as legal counsel to Cyxtera, Guggenheim Securities, LLC is serving as financial advisor and AlixPartners, LLP is serving as restructuring advisor. About Cyxtera Technologies Inc. Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. DEAN GUTIERREZ: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Dean Gutierrez Investments, LP asks the U.S. Bankruptcy Court for the Southern District of Texas, Brownsville Division, for authority to use the cash collateral of Mantis Dedicated Funding and QFS Capital LLC. The Debtor requires the use of cash collateral to pay operating expenses in accordance with the budget, including food costs, utility costs, maintenance costs, payroll costs, U.S. Trustee fees and expenses, the Debtor counsel fees, and accruing ad valorem taxes and payment of insurance. The Debtor's restaurant customer numbers dropped substantially as a result of it passing on through higher menu prices increased food costs. The decreased foot traffic resulted in substantial revenue causing the Debtor difficulties in servicing its debt payments to its largest creditor. Faced with foreclosure of its property in Cameron County, Texas, Debtor sought relief under Chapter 11 of the Bankruptcy Code. As adequate protection, the Debtor will grant Mantis Dedicated Funding and QFS Capital LLC replacement perfected security interests under 11 USC Section 361(2 (i) to the extent Mantis and QFS's cash collateral is used by the Debtor, and (ii) to the extent and with the same priority in the Debtor's postpetition collateral, and proceeds thereof, that they hold in the Debtor's prepetition collateral. The replacement liens that Mantis and QFS by Court order will be deemed to be perfected automatically upon entry of the Interim Order. A copy of the motion is available at https://urlcurt.com/u?l=53F0VO from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=Haf2sF from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $19,505 for September 2023; $19,585 for October 2023; and $19,645 for November 2023. About Dean Gutierrez Investments, LP Dean Gutierrez Investments, LP's business is in operating a food restaurant in Brownsville, Cameron County, Texas and in constructing residences on subdivision lots in Cameron County, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-10116) on July 3, 2023. In the petition signed by Melissa Gutierrez, general partner, the Debtor disclosed up to $1 million in both assets and liabilities. Antonio Martinez Jr., Esq., at Law Office of Antonio Martinez, Jr. PC, represents the Debtor as legal counsel. DERRICK'S SPORT: Marc Albert Named Subchapter V Trustee ------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed Marc Albert, Esq., a partner at Stinson, LLP, as Subchapter V trustee for Derrick's Sport Fitness, LLC. Mr. Albert does not anticipate charging any fees for his service in Derrick's Sport Fitness' bankruptcy case subject to court approval pursuant to Section 330 of the Bankruptcy Code. Mr. Albert declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Marc E. Albert Stinson, LLP 1775 Pennsylvania Ave, NW, Suite 800 Washington, DC 20006 Phone: (202) 728-3020 Email: marc.albert@stinson.com About Derrick's Sport Fitness Derrick's Sport Fitness, LLC operates a personal training and fitness business in Temple Hills, Maryland. Derrick's Sport Fitness filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 22-10792) on Feb. 16, 2022, with up to $50,000 in assets and up to $500,000 in liabilities. Judge Maria Ellena Chavez-Ruark oversees the case. The Debtor tapped Joy P. Robinson P.C. as legal counsel. DIAMOND SPORTS: $635M Bank Debt Trades at 35% Discount ------------------------------------------------------ Participations in a syndicated loan under which Diamond Sports Group LLC is a borrower were trading in the secondary market around 65 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $635 million facility is a Term loan that is scheduled to mature on May 25, 2026. About $630.2 million of the loan is withdrawn and outstanding. About Diamond Sports Group Diamond Sports Group, LLC and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsels; AlixPartners, LLP as financial advisor; Moelis& Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial Advisory Services, LLP as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc. as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. DIOCESE OF SYRACUSE: Agrees to Pay $100 Million to End Abuse Claims ------------------------------------------------------------------- The Roman Catholic Diocese of Syracuse and the Official Committee of Unsecured Creditors announced July 27, 2023, that they have reached a settlement agreement in the chapter 11 case filed in the U.S. Bankruptcy Court in the Northern District of New York on June 19, 2020. The Diocese and the Committee believe that this settlement is an important first step in forming a chapter 11 plan that will lead to the Diocese's exit from chapter 11. The settlement will provide payment in the amount of $100 million dollars to all survivors of sexual abuse for acts perpetrated against them by clergy, religious, lay employees, and volunteers. Although the settlement amount remains subject to a creditor vote and court approval, the dollar figure of the settlement has been accepted by the Official Committee. The Committee is comprised entirely of individuals who themselves survived sexual abuse when they were children by clergy members and employees within the Diocese of Syracuse. Agreement on a monetary settlement marks a very significant achievement in the case, but important issues remain. The Diocese and the Committee are continuing to discuss the details of child protection protocols that will enhance measures already in place to protect young parishioners, students, and other vulnerable individuals within the Diocese. The discussions on child protection have been productive, collaborative, and extensive and Bishop Lucia has been personally engaged throughout the process. The Diocese and the Committee will soon be in a position to announce an agreement on these enhanced measures that will further strengthen the safe environment program in the Diocese of Syracuse. "I can tell you as shocking as the settlement amount may seem to leaders of our own parishes and other Catholic entities, more appalling and heart-rending to me is the pain and mistreatment experienced by the survivors of Child and Adult Sexual Abuse at the hands of those they thought they could trust," writes Bishop Douglas J. Lucia in his Letter to the Faithful also issued July 27. "As the present leader of the Church of Syracuse, I cannot apologize enough for the abuse which happened or for any neglect in dealing with it. This is why the final settlement will include commitments meant to strengthen our safe environment protocols to further ensure the past does not repeat itself." "This settlement is a significant step forward in the healing process for over 400 victims in this case," according to Dr. Kevin Braney, Denver CO, who serves as Chair of the Official Committee. "I wish to extend my heartfelt gratitude to my fellow survivors and their families, for their endurance as they have patiently awaited this news. The Committee looks forward to our continued collaboration with Bishop Lucia and his leadership team as we work to settle with the Diocese's insurers and enhance the Diocese‘s child protection protocols." This settlement between the Committee and the Diocese, parishes, and other entities affiliated with the Diocese does not include a contribution from any of the six insurance companies that provided coverage to the Diocese. The Diocese and the Committee will continue to work in earnest to negotiate with the insurance carriers who are involved in this case with the goal of achieving a global settlement. In Diocesan bankruptcy cases, it is typical for Church insurers to contribute the majority of the global settlement amount paid to survivors of abuse. This announcement is jointly released by the Roman Catholic Diocese of Syracuse and the Official Committee of Unsecured Creditors. Contact person for the Official Committee of Unsecured Creditors: Edwin H. Caldie, Esq. at Stinson L.L.P. at (612) 335-1404 Contact person for the Roman Catholic Diocese of Syracuse: Danielle E. Cummings (315) 470-1476 About The Roman Catholic Diocese of Syracuse The Roman Catholic Diocese of Syracuse, New York -- http://www.syracusediocese.org/-- through its administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese in support of their shared charitable, humanitarian and religious missions; (b) conducts school operations by managing tuition and scholarship payments, employee payroll, and other school-related operating expenses for separately incorporated Diocesan schools, as well as providing parish schools with financial, operational and educational support; and (c) provides comprehensive risk management services to the OCEs through the Diocese's insurance program. The Roman Catholic Diocese of Syracuse, New York filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen A. Breen, chief financial officer, signed the petition. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Bond, Schoeneck and King, PLLC serves as the Debtor's bankruptcy counsel. The Debtor also tapped Mullen Coughlin LLC as special counsel, Arete Advisors LLC as cybersecurity consultant, and Moxfive LLC as technical advisor. Stretto is the claims agent and administrative advisor. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtor's bankruptcy case. The committee tapped Stinson, LLP, Saunders Kahler, LLP and Berkeley Research Group, LLC as its bankruptcy counsel, local counsel and financial advisor, respectively. DIRECT MARKETING: Unsecureds Will Get 22% of Claims in 5 Years -------------------------------------------------------------- Direct Marketing Group, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement describing Plan of Reorganization dated August 1, 2023. The company was formed in 2014 and has since provided internet marketing services to companies throughout the Southeastern U.S., focusing primarily in online marketing for automotive dealerships. In late June 2023 the Debtor realized that its current cash flow requirements were not sustainable, even with ever increasing income. The Debtor determined that it must significantly reduce payroll costs and utilize online artificial intelligence programming and related tools in order to be able to maintain profitability on its contract and further determined that a Chapter 11 reorganization was essential to its ability to shed itself of significant monthly cash flow obligations due on the receivable loans. Class 3 consists of General Unsecured Claims. The Debtor believes that Allowed General Unsecured Claims total $693,965.56. The Debtor proposes to satisfy this class by paying a total of $150,000.00. This amount will pay Allowed General Unsecured Claims approximately 22% of each claim. Said payments shall be made in equal quarterly installments of $7,500.00, over five years, on a pro rata basis, with the first quarterly installment due on October 1, 2023 and the final quarterly installment due on July 1, 2028. Class 4 consists of Ryan Fuller's membership interest in the Estate. To the extent that Class 3 does not accept the Plan, Ryan Fuller will offer $3,000.00 of New Value for the purchase of his equity interests in the estate. In the event that any party desires to offer an amount in excess of $3,000.00 for the purchase of said equity interest, they must do so in writing to Debtor's counsel no later than the court-established deadline for balloting on this plan. In the event there are no other parties willing to bid for the equity interests by the balloting deadline, the amount offered by Ryan Fuller shall be deemed the accepted bid for said equity interest. The Debtor expects to receive gross monthly receipts in the amount of $160,000.00 for the next few months. The Debtor expects revenues to increase over time, such that it will always generate at least as much net revenue to fund this Plan as when the Plan is filed. A full-text copy of the Disclosure Statement dated August 1, 2023 is available at https://urlcurt.com/u?l=JkREmQ from PacerMonitor.com at no charge. Attorney for Debtor: Danny Bradford, Esq. Bradford Law Offices 455 Swiftside Drive, Suite 106 Cary, NC 27518-7198 Telephone: (919) 758-8879 Email: Dbradford@bradford-law.com About Direct Marketing Group Direct Marketing Group, LLC was formed in 2014 and has since provided internet marketing services to companies throughout the Southeatern U.S. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01891) on July 7, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joseph N Callaway presides over the case. Danny Bradford, Esq. at Bradford Law Offices represents the Debtor as bankruptcy counsel. DIVERSIFIED HEALTHCARE: Posts $72.6M Net Loss in Second Quarter --------------------------------------------------------------- Diversified Healthcare Trust filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $72.57 million on $346.22 million of total revenues for the three months ended June 30, 2023, compared to a net loss of $109.38 million on $313.03 million of total revenues for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $125.23 million on $692.25 million of total revenues compared to net income of $131.04 million on $623.76 million of total revenues for the six months ended June 30, 2022. As of June 30, 2023, the Company had $5.58 billion in total assets, $3.07 billion in total liabilities, and $2.51 billion in total shareholders' equity. Diversified Healthcare said "The senior living industry has been adversely affected by the continuing impact of the COVID-19 pandemic as well as current economic and market conditions. These conditions continue to have a significant negative impact on our results of operations, financial condition and cash flows. Our ratio of consolidated income available for debt service to debt service was below the 1.5x incurrence requirement under our credit agreement and our public debt covenants as of June 30, 2023. We cannot be certain how long this ratio will remain below 1.5x, and we are unable to refinance existing or maturing debt or issue new debt until this ratio is at or above 1.5x on a pro forma basis. As of June 30, 2023, we had $338.4 million of cash and cash equivalents and $450.0 million in outstanding borrowings under our credit facility, and our credit facility matures on January 15, 2024. Our credit facility is secured by 61 properties which had an appraised value in excess of $1.0 billion based on appraisals completed in June 2023. We also have $250.0 million of senior notes maturing on May 1, 2024. "[B]ased on these challenges and upcoming debt maturities, we have concluded that there is substantial doubt about our ability to continue as a going concern for at least one year from the date of issuance of the financial statements...Our continuation as a going concern is dependent upon many factors, including our ability to complete the Merger, meet our debt covenants and repay our debts and other obligations when due. While we believe the Merger will alleviate the substantial doubt about our ability to continue as a going concern, the Merger is subject to shareholder approval and other closing conditions and we cannot provide assurance that the Merger will be completed on the contemplated terms or timeline or at all. In the event that the Merger is not completed, the perception of our ability to continue as a going concern may make it more difficult for us to refinance our existing debt and could result in the loss of confidence by investors. We cannot be sure that we will be able to obtain any future financing, and any such financing we may obtain may not be sufficient to repay our existing debt. If we are unable to obtain sufficient funds, we may be unable to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1075415/000107541523000028/dhc-20230630.htm#i0d7dc0a6f2414ad3b4083355e677d405_10 About Diversified Healthcare Trust Diversified Healthcare Trust is a real estate investment trust, which owns senior living communities, medical office and life science buildings and wellness centers throughout the United States. DHC is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, Mass. DT MIDSTREAM: Fitch Alters Outlook on 'BB+' LongTerm IDR to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed DT Midstream, Inc.'s (DTM) 'BB+' Long-Term Issuer Default Rating (IDR). Fitch has also affirmed the senior secured loan and note ratings and the senior unsecured note ratings at 'BBB-'/'RR1' and 'BB+'/'RR4', respectively. The Rating Outlook has been revised to Positive from Stable. The Positive Outlook reflects DTM's strong performance and lower leverage in 2022 and Fitch's expectation of continued momentum in the near term. It also reflects the improving credit profile of its major counterparties. The rating reflects long term contracts and growing scale assuring stable cash flows and low leverage, limited by exposure to non-investment grade counterparties. Fitch expects leverage to remain at approximately 4.0x in the forecast period while DTM balances its growth needs and leverage target. DTM's exposure to low rated counterparties remains a limiting factor for the rating. KEY RATING DRIVERS Low Leverage: Since Dec. 31, 2022, leverage has been on a steady decline, mainly as a result of EBITDA growth. Fitch forecasts the leverage to drop to approximately 4.0x by 2023 (Fitch leverage is the ratio of (a) consolidated debt over; and (b) EBITDA, with EBITDA using distributions from off-balance joint ventures (of which DTM has a few, some of which have leverage). Fitch calculated that leverage was 4.2x in 2022 (note: management calculates leverage differently than Fitch). After 2023, Fitch anticipates DTM to post leverage of 4.0x or below in most years (with some years potentially slightly exceeding 4.0x due to either mid-year acquisitions or capex projects lasting longer than 9 months-12 months). Counterparty Exposure: Despite a diversified customer base of producers, utility companies, and marketers, DTM remains exposed to counterparty risk. Southwestern Energy Company (SWN; BB+/Positive) generated about 65% of revenues with a significant portion of the contracts containing minimum volume commitment (MVC) in 2022. SWN is one of the largest natural gas producers in the U.S. with a footprint in the Appalachia and Haynesville basins. SWN's credit profile has improved in recent years, which is credit positive in Fitch's view. Fitch anticipates that the concentration in counterparties will remain, although the takeaway capacity constraint in Appalachia is driving re-contracting and addition of new customers, and the strong liquefied natural gas (LNG) demand in the Gulf Coast is driving capacity expansion in the Haynesville assets (Blue Union and LEAP). Fitch also noted that Nexus joint venture (JV) in Appalachia (where DTM owns 50% interest) is shifting towards largely demand-pull customers with the addition of utility customers. Cash Flow Assurance: DTM's revenues are predominantly fee based with a significant percentage, over 70% in 2022, coming from MVCs and demand charges, lowering volume risk. Cash flow assurance will remain high in the near term, but the payments from MVCs and demand charges will step down over time, increasing cash flow volatility. DTM's contracts have a weighted average contract life of approximately nine years. Fitch believes DTM will manage the contract maturities and pair gathering commitments with firm transportation agreements to lower the volume risk in the gathering business. Assets Base: The company's assets are located in two highly economic natural gas basin, the Marcellus/Utica and the Haynesville, which account for approximately 50% of total US dry gas production. In 2022, approximately 65% of EBITDA was from the Marcellus/Utica, 30% from the Haynesville and 5% from other regions. DTM's focus is on dry gas and its transportation to the Northeast and Gulf Coast, with smaller amounts delivered to the Midwest and eastern Canada. Given the difficult regulatory process facing construction of new pipelines, especially in the Appalachian basin, DTM benefits from the high demand of its pipeline assets, including notable stake in JVs. Its assets are also well positioned to serve the growing needs of LNG export facilities located in the Gulf Coast. Fitch anticipates that DTM will continue to leverage both organic growth and opportunistic acquisitions to expand its assets in these basins. Scale and Scope of Operations: With an adjusted EBITDA exceeding $800 million, DTM's ratings benefit from its size and scale. Approximately 43% of DTM's 2022's adjusted EBITDA was from the gathering segment and 57% from the pipeline segment (of which about 40% was cash distributions from four pipeline joint ventures). Given the acquisition of additional interest in Millennium Pipeline, success in signing demand-pull contracts, and an expansion of the Louisiana Energy Access Pipeline (LEAP), Fitch anticipates the pipeline segment, including the JVs, will grow faster than the gathering segment in the near term and contribute approximately 60% of adjusted EBITDA in 2023. The increasing weight of pipeline business adds additional stability to the cash flow as this segment is generally less volatile than the gathering business. DERIVATION SUMMARY DTM is the midstream segment spun from DTE Energy Company (DTE; IDR BBB/Stable) in 2021. It is a platform of about 1,000-mile system of gathering pipelines and 1,200 miles of pipeline assets that connect key markets in the Northeast U.S., Gulf Coast regions, Midwest U.S., and Eastern Canada to production in the largest and most economic dry gas basins in the United States, the Marcellus/Utica and Haynesville Basins. A comparable for DTM is Kinetik Holdings LP (Kinetik; BB+/Positive) which operates in the Permian. Both companies have similar amounts of EBITDA, and both have large presence in their respective operating regions. Revenues at both companies are predominantly fee-based. Compared to DTM, Kinetik is more gathering and processing focused (approximately 60% of run-rate EBITDA), a business activity which Fitch regards as generally higher-risk than the long-distance transport of hydrocarbons. An offsetting factor is Kinetik's better counterparty exposure with approximately two thirds of its diversified customer base being investment grade customers, when isolating long-term take-or-pay payments. DTM's most salient take-or-pay exposure is to a 'BB+' rated company with a positive outlook. Fitch calculated Kinetik's FY22 leverage to be in line with DTM's at approximately 4.2x and is trending below 4.0x level in the forecast period. Kinetic is committed to a lower long-term leverage target of 3.5x, balancing its slightly higher business risk compared to DTM. The companies are rated the same as they are similar on most features. KEY ASSUMPTIONS -- A Fitch price deck of Henry Hub natural gas prices: $3.0 (USD/mcf) in 2023; $3.5 in 2024, $3.0 in 2025 and $2.75 per thousand cubic feet over the long term; -- Revenues have mid-single digit organic growth in the near term; -- Phase 1 of LEAP expansion is online in Q4 2024; -- Capital spending and dividends growth generally in line with management guidance; -- The company generate positive free cash flow (which may be directed for opportunistic acquisitions, returns for shareholders, or debt reduction). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- EBITDA Leverage below 4.0x, together with an expectation that the leverage can be sustained below 4.0x; -- Improvement in the credit quality of the major counterparties. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Leverage (total debt with equity credit to operating EBITDA) be at or above 5.0x on a sustained basis; -- A significant decline in MVCs/demand charges beyond Fitch's forecast period may require lower leverage for ratings to remain unchanged; -- Acquisitions or significant increase in capex targeted towards higher business risk projects. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity Expected: As of March 31, 2023, DTM had $95 million of cash on the balance sheet. Fitch believes the revolving credit facility, with $551 million available net of the $39 million of LOCs outstanding, provides DTM with sufficient liquidity through the forecast period. DTM reduced its exposure to variable rate obligations, with about 23% of total debt bearing variable rate. ISSUER PROFILE DTM has a platform of gathering assets and pipeline assets, wholly owned and through JVs, that connect dry gas to demand centers in the Midwestern U.S., Eastern Canada, Northeastern U.S. and Gulf Coast regions to the Marcellus/Utica and Haynesville basins in the Appalachian and Gulf Coast Basins. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. FTX TRADING: Creditors Very Disappointed in Draft Chapter 11 Plan ----------------------------------------------------------------- Jeff Montgomery of Law360 reports that FTX Trading Ltd.'s unsecured creditors committee said it was "extremely disappointed" by a newly filed draft Chapter 11 plan in Delaware bankruptcy court, saying the debtors ignored committee suggestions and unilaterally offered broad ideas without addressing calls to better manage remaining assets. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX TRADING: Draft Plan Seeks FTT Wipeout, Cash Repayment --------------------------------------------------------- Jeremy Hill of Bloomberg News reports that FTX Group unveiled a draft creditor-repayment plan as part of its bankruptcy that calls for settling customer claims in cash and wiping out its digital token FTT. The plan -- which FTX expects to amend based on feedback from stakeholders -- proposes valuing customer claims in US dollars as of the date it went bankrupt and repaying them by selling assets tied to various silos of the business, court papers show. FTX also still hasn't ruled out rebooting an offshore exchange, according to the filings. Three so-called recovery pools will guide creditor repayments. They include assets linked to FTX.com customers, assets linked to FTX US customers and assets not clearly tied to the exchanges, court papers show. Almost every proposed creditor class is deemed impaired, meaning the company expects they will not be made whole. The plan calls for giving no recovery on account of FTT tokens due to their "equity-like characteristics," advisers for FTX wrote in the filings. Equity is almost always wiped out in US bankruptcy reorganizations. Plan in Infancy FTX emphasized that the plan is still in its infancy and subject to change. The draft calls for allowing seven classes of creditors to vote on the plan, including FTX.com customers, FTX US customers and nonfungible token holders. "We are pleased today to deliver on our commitment to file the plan at this relatively early stage," FTX Chief Restructuring Officer John J. Ray III said in a statement. The company intends to collaborate with creditors in the coming months and file an amended plan in the fourth quarter of this year, he said. FTX's official creditor committee is markedly less pleased. Lawyers for the group in a statement slammed the draft plan as underdeveloped and said it lacks necessary input from their constituents. Specifically, the creditors want the plan to provide for a "recovery token" that will help repay creditors and a promise to restart the FTX crypto exchange, among other things, the creditor committee said in its statement. The group also lamented the high cost of the bankruptcy: FTX is incurring more than $50 million of professional fees per month, which puts it on pace to be among the most expensive bankruptcies ever, the creditors said. Still, the draft "provides an initial construct for a global settlement and good-faith compromise of an exceptionally large and complicated collection of claims," FTX said in the court filing. Among outstanding questions are estimates of creditor recoveries, the priority to be assigned to exchange shortfall claims and the decision and manner in which the FTX.com exchange is sold or reorganized, the filing indicated. Chaotic Fall Sam Bankman-Fried's FTX empire fell apart last November 2022, stoking turmoil in the crypto sector and spurring officials in the US and elsewhere to tighten regulatory oversight of digital assets. FTX's collapse included a crash in its native coin, FTT. The token, once worth over $80, is up some 3% in the past 24 hours to $1.40, CoinGecko data shows. The company's new management said in a June report that the FTX.com exchange owed customers approximately $8.7 billion when it filed for bankruptcy. More than $6.4 billion of the deficit was in the form of fiat currency and stablecoins that had been misappropriated, the report alleged. The management team at the time said it had made "substantial progress" in securing assets and has recovered about $7 billion in liquid assets so far. Bankman-Fried has rejected an array of charges and faces a trial in October 2023. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GENESIS GLOBAL: Reaches Deal With FTX on Bankruptcy Claims ---------------------------------------------------------- Crypto companies Genesis and FTX have reached an agreement over their respective claims on each other's bankruptcy estates, according to a joint letter the two parties have sent to a New York bankruptcy judge. Attorneys for FTX and Genesis Global informed the New York bankruptcy court that the Parties have reached an agreement in principle, subject to documentation, regarding a settlement that would resolve, among other things, the claims asserted by the FTX Debtors against Genesis in the Genesis Chapter 11 Cases and the claims asserted by the Genesis Debtors against the FTX Debtors in the FTX Chapter 11 Cases. The Debtors and FTX Debtors intend to promptly document the Settlement and file a motion pursuant to Federal Rule of Bankruptcy Procedure 9019(a) for entry of an order approving the Settlement in their respective courts. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GIRARDI & KEESE: Insurer Wants Out of Ex-Atty Fraud Lawsuit ----------------------------------------------------------- Ryan Boysen of Law360 reports that Dordick Law Corp.'s insurer is refusing to provide coverage for a lawsuit claiming Dordick hired a former Girardi Keese attorney, who then mishandled a client's settlement funds, saying the firm failed to disclose that the attorney was being investigated over the Girardi Keese embezzlement scandal when he was hired. About Girardi & Keese Girardi and Keese or Girardi & Keese was a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It served clients in California in a variety of legal areas. It was known for representing plaintiffs against major corporations. An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No. 20-21022) was filed in December 2020 against GIRARDI KEESE by alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian, Erika Saldana, Virginia Antonio, and Kimberly Archie. The petitioners' attorneys: Andrew Goodman Goodman Law Offices, Apc Tel: 818-802-5044 E-mail: agoodman@andyglaw.com Elissa D. Miller, a member of the firm SulmeyerKupetz, has been appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7 trustee can be reached at: Elissa D. Miller 333 South Grand Ave., Suite 3400 Los Angeles, California 90071-1406 Telephone: (213) 626-2311 Facsimile: (213) 629-4520 E-mail: emiller@sulmeyerlaw.com An involuntary Chapter 7 petition was also filed against Thomas Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7 trustee can be reached at: Jason M. Rund Email: trustee@srlawyers.com 840 Apollo Street, Suite 351 El Segundo, CA 90245 GRADE A HOME: Wins Cash Collateral Access Thru August 31 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Grade A Home, LLC to continue using cash collateral on an interim basis in accordance with the budget, with a 15% variance, through August 31, 2023. The Debtor requires the use of the cash collateral of Toorak Capital Partners, LLC to continue its ordinary course business operations and maintain the value of its bankruptcy estate. As adequate protection, Toorak is granted valid and perfected additional and replacement security interests in, and liens upon the Debtor's assets. To the extent of the aggregate Diminution of Value, if any, of its interest in the cash collateral, Toorak is granted, in addition to claims under 11 U.S.C. Section 503, an allowed superpriority administrative expense claim pursuant to 11 U.S.C. Section 507(b). A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=DTOZTV from PacerMonitor.com. The Debtor projects $8,175 in total reorganizational expenses for August 2023. About Grade A Home LLC Grade A Home LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-30798) on March 6, 2023. In the petition signed by Muhammad Amir Sharif, member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Suan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor as legal counsel. GULF COAST TRANS: Court OKs Cash Collateral Access Thru Aug 10 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has authorized Gulf Coast Transportation, Inc. to continue using cash collateral on an interim basis in accordance with the budget, with a 10% variance, pending a further hearing set for August 10, 2023 at 11 a.m. The Debtor's primary secured creditor is the U.S. Small Business Administration in the amount of $500,000 for an Economic Injury Disaster Loan. The Lender filed a UCC financing statement asserting a security interest in, among other things, all accounts receivable. As adequate protection, the SBA is granted a replacement lien to the same extent, validity, and priority as existed on the Petition Date. The Debtor is entitled to collect money from parties with outstanding accounts receivable to the Debtor and no creditor or party in interest will interfere with the Debtor's collection actions. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the Court's previous order and the Debtor's budget is available at https://urlcurt.com/u?l=idYnMh from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $3,835 for the week ending August 4, 2023; $13,185 for the week ending August 11, 2023; and $13,102 for the week ending August 18, 2023. About Gulf Coast Transportation Gulf Coast Transportation, Inc., is a Florida corporation that owns and operates a taxicab service in the Tampa Bay Area. Gulf Coast Transportation sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00872) on March 8, 2023. In the petition signed by Justin Morgaman, vice president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor Ruppel & Burns, LLP, represents the Debtor as legal counsel. HANDPICKED INC: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina authorized HandPicked, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral for the operation of its business and payment of business expenses in the ordinary course. Business Development Corporation, CCA Financial, and the United States Small Business Administration may assert blanket liens in and to substantially all of the Debtor's personal property, including, but not limited to, the Debtor's accounts, receivables, and/or payment rights. As adequate protection, BDC, CCA, SBA, and any other secured creditors who may assert an interest in the cash collateral are granted replacement liens on post- petition cash collateral to the same extent, validity, and priority as their pre-petition liens on the Petition Date in all types and descriptions of collateral that were properly secured and perfected under the applicable, valid, and enforceable pre-petition loan documents, for any post-petition diminution in the pre-petition cash collateral. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=AOJ1Pw from PacerMonitor.com. The Debtor projects total cash paid out, on a monthly basis, as follows: $45,147 for August 2023; $47,408 for September 2023; $57,920 for October 2023; $68,867 for November 2023; and $64,490 for December 2023. About HandPicked Inc. HandPicked, Inc. filed a Chapter 11 petition (Bankr. D.S.C. Case No. 23-01923) on June 30, 2023, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Judge Elisabetta Gasparini oversees the case. William Harrison Penn, Esq., at Penn Law Firm, LLC represents the Debtor as counsel. HART INC: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia authorized Hart, Inc. to use cash collateral on an interim basis to pay postpetition expenses incurred in the ordinary course of its business activities. As of the Petition Date, Debtor was obligated to Commercial Credit Group Inc. on a commercial equipment loan, which is evidenced by a Negotiable Promissory Note and Security Agreement payable to CCG dated June 24, 2021 in the original face amount of $425,185, as amended from time to time. Pursuant to the Note, the Debtor granted to CCG security interests and liens in and upon certain equipment. CCG properly perfected its pre-petition security interests in the cash collateral and Equipment Collateral by filing UCC-1 Financing Statements with the Georgia Secretary of State and having its lien noted on the face of certificates of title, as appropriate. As of the Petition Date, the Debtor owed the amount of $224,976 on the Note, plus subsequently accruing interest, and other charges, including legal expenses recoverable under the Loan Documents. As adequate protection, CCG is granted postpetition liens against the same types of property of the Debtor, to the same validity, extent and priority, as existed as of the Petition Date. Said liens will be deemed for all purposes to have been properly perfected, without filing, as of the Petition Date. Commencing on May 20, 2023 and continuing on the 20th day of each month thereafter, until further order of the Court, the Debtor will remit monthly post-petition payments to CCG. The monthly amount of such payments for May, June, July, August, September, and October 2023 will be $5,000 each. The monthly amount of such payments thereafter will be an amount not less than $6,000 each. The Debtor will at all times maintain such insurance on the Equipment Collateral as is required under the Note with one or more insurance companies and will name CCG as sole loss payee on such insurance policies. These events constitute an "Event of Default": 1. The Debtor will violate or fail to timely satisfy, post-petition, any term or condition of the Consent Order or the Loan Documents. 2. A trustee (other than a Subchapter V trustee) or examiner is appointed under Chapter 11 of the Code without the consent of CCG. 3. The Debtor sells or encumbers any item of property subject to CCG's liens (including, without limitation, the Cash Collateral), without the prior written consent of CCG. 4. The Debtor's Chapter 11 proceeding is converted to a Chapter 7 proceeding or dismissed. 5. The Debtor's business operations materially change. 6. Insurance required under the Security Agreements is deemed inadequate, allowed to lapse by the Debtor, or is otherwise terminated. A copy of the court's order is available at https://urlcurt.com/u?l=eedWBg from PacerMonitor.com. About Hart Inc. Hart, Inc., is an underground electrical utility installation and drill and boring business doing work largely in the Southeastern United States. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 23-53278) on April 6, 2023. Judge Wendy L. Hagenau oversees the case. Joseph Chad Brannen, Esq., of The Brannen Firm LLC, is the Debtor's counsel. HEART O'GOLD: Seeks Cash Collateral Access ------------------------------------------ Heart O' Gold Home Care, LLC asks the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, Canton, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to continue its business operations and to pay its regular daily expenses including employees' wages, utilities, and its other costs of doing business. The Debtor was founded in 2019 by LuHelen Mercier and Joseph Yablinsky with the goal of providing superior services compared to other providers. The company faced challenges in becoming Medicare certified and struggled financially during the COVID-19 pandemic. They relied heavily on Medicaid as a payer source, which resulted in low profit margins. To sustain the business, Yablinsky used high-interest credit cards and obtained a PPP loan. They also received a consolidation loan to pay off debts. In 2021, Mercier revealed her cancer diagnosis but continued working until her passing in 2022. The company's current financial difficulties stem from a wrongful death lawsuit, as well as a hacker attack on their bank accounts and email accounts. Additionally, a change in Medicaid's operating system for billing and payment caused payment delays. The company is unable to afford legal defense or potential liability without insurance coverage, despite having a more manageable financial structure. The Debtor entered into a credit agreement with McKesson Corporation. The Debtor executed a Customer Application with Terms and Conditions including a security agreement with the McKesson on or about July 18, 2019. The balance owed to McKesson is currently approximately $194.89. The also Debtor entered into a credit agreement with the Huntington National Bank. The Debtor executed a promissory note and security agreement with HNB on or about June 6, 2022, under which the Debtor borrowed approximately $62,000 from HNB. The Term Loan balance currently is $52,712. The Lenders' interests in cash collateral is adequately protected. The adequate protection will be provided to the Lenders through the preservation of the Debtor's value as a going concern. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=WKAGCX from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $3,075 for the week ending August 9, 2023; $29,741 for the week ending August 16, 2023; $745 for the week ending August 23, 2023; $36,455 for the week ending August 30, 2023' $3,070 for the week ending September 6, 2023; $29,796 for the week ending September 13, 2023 $3,385 for the week ending September 20, 2023; and $36,455 For the week ending September 27, 2023. About Heart O' Gold Home Care, LLC Heart O' Gold Home Care, LLC is a provider of home health care services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-60917-tnap) on August 2, 2023. In the petition signed by Heidi Nussbaum Frenz, managing member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Anthony J. DeGirolamo, Esq. represents the Debtor as legal counsel. IMEDIA BRANDS: Judge Approves Short Sale Timeline ------------------------------------------------- Rick Archer of Law360 reports that a Delaware bankruptcy judge told bankrupt home shopping business iMedia Brands that she would be "hard-pressed" to grant its request to hold an auction for the company on Friday, but that she would grant it a short-notice hearing on the motion Wednesday, August 2, 2023. Judge Karen B. Owens on Aug. 3, 2023, entered an order setting Aug. 9, 2023 @ 9:00 a.m. (ET), as the deadline for qualifying bids, August 10, 2023 @ 9:00 a.m. (ET), as the auction date, and August 14, 2023 @ 1:00 p.m. (ET) as the sale hearing. The auction will be conducted at the offices of Ropes & Gray LLP, 1211 Sixth Avenue, New York, NY 10036. About iMedia Brands iMedia Brands, Inc. is an interactive, global media company that offers, manages, and markets merchandise, including men's and women's accessories and apparel, under owned and third-party brands through various entertainment, e-commerce, and digital service platforms. iMedia Brands and 11 of its affiliates filed for bankruptcy protection on June 28, 2023 (Bankr. D. Del., Lead Case No. 23-10852). The petitions were signed by James Alt as chief transformation officer. The Debtors reported total assets of $272,596,462 and total liabilities of $373,713,748 as of April 29, 2023. Ropes & Gray LLP serves as the Debtor's general bankruptcy counsel and Pachulski Stang Ziehl & Jones LLP serves as co-bankruptcy counsel. Huron Consulting Services LLC acts as the Debtors' financial advisor; Lincoln Partners Advisors LLC is the Debtors' investment banker; and Stretto Inc. is the Debtors' notice and claims agent. JAJE ONE: Amends Deutsche Bank Secured Claim Pay Details -------------------------------------------------------- Jaje One LLC submitted an Amended Disclosure Statement describing Chapter 11 Plan dated August 1, 2023. The Debtor is a Limited Liability Corporation. Debtor owns a condo at valued at $500,000 20191 E Country Club Dr, apt 403. Miami, FL 33180. This chapter 11 was filed August 28, 2022 to reorganize the first mortgage and the condo association, as well as an unsecured claim. Class 2 consists of the Secured Claim of Deutsche Bank Trustee PHH Mortgage Corp. Existing foreclosure dismissed In rem stay relief at confirmation. Maturity date shall be March 1, 2046. * 23 year amortization * Secured 8.25% interest at filing 500,000 = $3756 month * Default standard provisions to be included * Loan to be de-escrowed * Undersecured 23 years $879.77 month to maturity * $4635.77 month. Like in the prior iteration of the Plan, allowed unsecured claims in Class 4 will be paid 100% over 36 months $413.88. Equity Holders will retain their interests or be issued new memberships for new value paid in this case. Payments and distributions under the Plan will be funded by Laurent Benzaquen and affiliates and rent income. Debtor will be able to make the payments required under the plan from continuing contributions outside of the plan from Cromwell and Forbes, his real estate company where he has his real estate license. The net result is Mr. Benzaquen can demonstrate his ability to make monthly payments. A full-text copy of the Amended Disclosure Statement dated August 1, 2023 is available at https://urlcurt.com/u?l=lOXkVP from PacerMonitor.com at no charge. The Debtor is represented by: Joel M. Aresty, Esq. Joel M. Aresty, P.A. 309 1st Ave S Tierra Verde FL 33715 Tel: (305) 904-1903 Fax: (800) 899-1870 Email: Aresty@Mac.com About Jaje One JAJE One, LLC, a company in Miami Beach, Fla., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-16629) on Aug. 28, 2022, with up to $10 million in assets and up to $1 million in liabilities. Judge Robert A. Mark oversees the case. The Debtor is represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A. JO-ANN STORES: $675M Bank Debt Trades at 52% Discount ----------------------------------------------------- Participations in a syndicated loan under which Jo-Ann Stores LLC is a borrower were trading in the secondary market around 48.1 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $675 million facility is a Term loan that is scheduled to mature on June 30, 2028. About $663.2 million of the loan is withdrawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. JP INTERMEDIATE B: $450M Bank Debt Trades at 60% Discount --------------------------------------------------------- Participations in a syndicated loan under which JP Intermediate B LLC is a borrower were trading in the secondary market around 39.6 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on November 20, 2025. About $348.8 million of the loan is withdrawn and outstanding. JP Intermediate B, LLC retails vitamins and nutritional supplements. KALI COURT: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Kali Court, LLC to use cash collateral to pay reasonable and ordinary operating expenses on a final basis. The Debtor is permitted to use cash collateral to pay the payroll in the ordinary course of business, provided that no employee will be paid pre-petition wages in excess of the priority cap set forth in 11 U.S.C. section 507(a)(4), if there is such pre-petition wages. As adequate protection for any cash collateral used, Sysco Baltimore, LLC and the U.S. Small Business Administration are granted a security interest of the same priority and to the same extent as its pre-petition security interests in the Collateral, and all profits, offspring and proceeds of the Collateral hereafter acquired, to the extent of the Debtor's use of such cash collateral. The security interest granted will become and are duly perfected without the necessity for filing or execution of documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such security interest, will survive the conversion of the case to a case under Chapter 7 of the Bankruptcy Code, and will be binding upon any subsequently appointed trustee and upon all creditors of the Debtor and its bankruptcy estate. In order to promote the administration of the bankruptcy estate a super priority lien will be created superior to Sysco Baltimore, LLC and the U.S. Small Business Administration secured lien to pay the administrative claim of the Debtor's professionals, the Chapter 11 Trustee and U.S. Trustee's fees. A copy of the order is available at https://urlcurt.com/u?l=LgFowE from PacerMonitor.com. About Kali's Court Kali's Court, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-13178) on May 6, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Angela Shortall of 3Cubed Advisory Services, LLC has been appointed as Subchapter V trustee. Judge Michelle M. Harner oversees the case. The Debtor tapped Robert B. Scarlett, Esq., at Scarlett & Croll, PA as legal counsel; Luxenburg & Bronfin, LLC as accountant; and Theodore Losin as business manager. KRATON CORP: S&P Downgrades ICR to 'B+' on Underperformance ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Kraton Corp. to 'B+' from 'BB-'. At the same time, S&P lowered the issue-level rating on Kraton's senior secured term loan to 'BB-' from 'BB'. The recovery rating is unchanged at '2' (rounded estimate: 75%). The stable outlook reflects S&p's view that Kraton's metrics will remain in line with what it considers appropriate for the rating over the next 12 months. S&P said, "The downgrade reflects Kraton's underperformance and our expectation for continued weakness in 2023. Kraton continues to face challenges due to weak demand and excess inventory. Moreover, bad weather across Europe early in the year hampered the roofing and paving season. We now anticipate its leverage will remain elevated over the next year. In the absence of large, debt-funded acquisitions or shareholder returns, we project S&P Global Ratings-adjusted funds from operations (FFO) to debt of 12%-17% over the next 12 months." Weak sales volume continues in many of the company's reporting segments from underlying demand softness across the housing, industrials, and consumer durables end markets. Kraton's business faces ongoing challenges from continued customer destocking and soft volumes across both segments. S&P Global Ratings-adjusted EBITDA decreased due to lower demand in both its polymers and pine chemicals segments. S&P said, "However, we believe Kraton's sales volumes will gradually improve, although at a slower pace than we initially expected, as demand in China and Europe recovers. Even though we anticipate these issues to subside and help volumes, we still expect 2023 demand across the globe and credit metrics to remain soft." S&P said, "We believe Kraton's EBITDA margins are in the middle of the range for chemical companies, earnings are susceptible to some volatility in commodity input costs, and there is some seasonality in its polymer segment. The company remains somewhat exposed to potentially sharp fluctuations in raw material costs in the polymer segment--including butadiene, styrene, and isoprene and crude tall oil--and crude sulfate turpentine in the chemical segment. However, we expect Kraton to largely mitigate these impacts through price increases. We believe Kraton's ability to pass on costs is aided by its unique position as a leading producer in both hydrogenated and unhydrogenated styrene block copolymers and as a leading supplier of environmentally friendly pine-based specialty chemicals. Furthermore, Kraton's other strengths include good geographic diversity of revenue and low customer concentration. "The stable outlook reflects our expectation that Kraton will maintain weighted-average FFO to debt above 12% through the next couple of years. Our base-case forecast does not consider any debt-funded acquisitions or further increases in debt. We anticipate the company's core credit metrics will improve in forecast years as debt decreases and EBITDA improves as global macroeconomic demand slowly increases. We expect S&P Global Ratings-adjusted EBITDA margins to slowly recover toward the high-teens percentage area as inflationary pressures come down." S&P could take a negative rating action on Kraton over the next 12 months if: -- Demand does not recover across Kraton's key end markets, particularly maintenance and repair and new housing. This would likely weaken earnings and EBITDA such that FFO to debt fell below 12% for a sustained period. -- Against S&P's expectations, the company undertakes more aggressive financial policies such as large debt-funded acquisitions or shareholder rewards, which would further hurt credit measures. S&P could raise the rating within the next 12 months if: -- S&P believes FFO to debt would exceed 20% for a sustained period. In such a scenario, it would expect EBITDA margins to increase 400 basis points from our expectations. -- The company reports earnings growth above our projections and management remains committed to lowering leverage. Environmental, Social, And Governance S&P said, "Environmental factors have a modestly negative impact on our rating analysis on Kraton, primarily a commodity chemical producer. The asset-intensive nature of this industry lends itself to scrutiny and regulations related to carbon dioxide emissions, waste, and pollution. Social factors have a neutral impact on our rating analysis and remain on par with the broader industry." LA FAMILIA: Brian Foltyn Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 14 appointed Brian Foltyn of REDW as Subchapter V trustee for La Familia Primary Care, P.C. Mr. Foltyn will be paid an hourly fee of $390 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Foltyn declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brian Foltyn REDW 5353 N 16th Street, Suite 200 Phoenix, AZ 85016 Telephone: (602) 730-3672 Email: bfoltyn@redw.com About La Familia Primary Care La Familia Primary Care, P.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. N.M. Case No. 23-10566) on July 19, 2023, with up to $500,000 in assets and up to $10 million in liabilities. Misbah Zmily, president, signed the petition. Judge David T. Thuma oversees the case. Shay Meagle, Esq., at Business Law Southwest, represents the Debtor as legal counsel. LABRUZZO WOODLANDS: Seeks Cash Collateral Access ------------------------------------------------ LaBruzzo Woodlands, LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral. The U.S. Small Business Administration has a lien on certain property of the Debtor by way of a security agreement. The lien was perfected by the filing of a UCC Financing Statement, Filing # 2020052901477, with the Pennsylvania Secretary of State on April 2, 2019. The Debtor proposes that the Court authorize the use of all proceeds, funds, and accounts constituting the Debtor's cash collateral and incoming cash collateral as it arrives on the condition that the Debtor begins adequate protection payments to all Respondents consistent with the Chapter 11 Plan to be filed with the Court. A copy of the motion is available at https://urlcurt.com/u?l=Azxdof from PacerMonitor.com. About LaBruzzo Woodlands, LLC LaBruzzo Woodlands, LLC is engaged in activities related to real estate. The Debtor offers duplexes, tri-plexes apartments, and houses as well as commercial spaces. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10389) on July 27, 2023. In the petition signed by Joseph LaBruzzo, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Brian C. Thompson, Esq., at Thompson Law Group, P.C., represents the Debtor as legal counsel. LESLIE'S POOLMART: S&P Alters Outlook to Neg., Affirms 'BB-' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed all its ratings on U.S. specialty pool supply retailer Leslie's Poolmart Inc., including its 'BB-' issuer credit rating. The negative outlook reflects the fact that S&P could lower its rating over the next 12 months if operating performance fails to stabilize and credit metrics weaken beyond our expectation. Leslie's recent operating performance challenges and guidance revision reflects a sharp decline in demand. Third-quarter (ended July 1, 2023) sales declined 9.3% and comparable sales declined 11.8%, reflecting double-digit traffic declines. S&P said, "We attribute slower demand to weather-related headwinds and we believe consumers are holding excess product from last year's pool season. In addition, the sharp decline in demand limited Leslie's ability to pass through increased product costs to the consumer, which it has successfully done in the past. We attribute this shift to an increasingly competitive landscape and cautious consumer. Leslie's also lowered its fiscal 2023 guidance, reducing its sales expectation by about 10% and its company-adjusted EBITDA expectation by about 40%. Historically, the second half of Leslie's fiscal year (April-September) accounts for about 75% of sales and 100% of operating profit. As a result, we have meaningfully lowered our fiscal 2023 and 2024 forecast. We now forecast sales decline 8% in fiscal 2023 (ending October 2023) before increasing the low-single-digit percent area in fiscal 2024. We also expect S&P Global Ratings'-adjusted EBITDA margin will decline roughly 650 basis points (bps) to 16% on lower sales and higher product costs in fiscal 2023, modestly recovering to the high-teens percent area in fiscal 2024." S&P said, "We forecast elevated leverage and weak cash flow this year, with improvement in fiscal 2024. We anticipate Leslie's adjusted leverage will approach the mid-4x area in fiscal 2023 as weak demand trends and higher product costs constrain EBITDA. Our forecast anticipates limited borrowings under the company's $250 million asset-based lending (ABL) facility. Nonetheless, we expect demand trends will stabilize in fiscal 2024 as consumers' excess product winds down. Moreover, the company's product offering is less discretionary given the costs associated with foregoing pool maintenance. We expect this, combined with restoring product margin as consumer price sensitivity wanes, will enable Leslie's to improve profitability and return leverage to the high-3x area in fiscal 2024. "Leslie's stated financial policy includes a target leverage ratio of approximately 3x. We anticipate the company will pause share repurchases in the near term while it focuses on deleveraging and growth investments. We forecast minimal free operating cash flow (FOCF) in fiscal 2023 driven by depressed profitability and working capital outflows. Thereafter, we forecast more normalized FOCF levels of $125 million to $150 million per annum. "We believe the company's position as a leading pool supply retailer will partially mitigate macroeconomic pressures, though seasonality/weather remains a factor. Leslie's provides customers with a differentiated experience through its service offerings, which include free water testing at all locations. We believe these services create a level of customer stickiness and provide an elevated customer proposition compared with big-box (Walmart Inc., The Home Depot, and Lowe's) and online (Amazon Inc.) retailers. Leslie's has a competitive online channel and more than half of its products are exclusive, providing some defense against competitive threats. "However, Leslie's is a relatively small, niche retailer with $1.4 billion of anticipated total sales for fiscal 2023. It has no meaningful product diversity as its offerings are focused on pool and spa maintenance. Purchasing pool products is somewhat tied to the level of pool usage and therefore cold or wet weather conditions can have a negative impact on performance. We believe this risk could lead to outsized volatility in credit metrics during a period of depressed demand. "The negative outlook reflects the possibility that we could downgrade Leslie's if weak demand trends persist longer or deteriorate further than we anticipate in its fourth fiscal quarter or the subsequent pool selling season, challenging the company's ability to restore credit metrics." S&P could lower the rating if operating performance weakens more than it currently forecast, such that S&P no longer sees a clear path for adjusted leverage to improve to below 4x. This could occur if: -- Consumer demand for pool supply products remains weak for longer than we currently anticipate due to excess supply, unfavorable weather, and/or price sensitivity, indicating the company's product offering is more discretionary than we currently believe; or -- Profitability remains pressured because Leslie's cannot pass higher input costs through to consumers due to an increasingly competitive environment. S&P said, "We could revise our outlook back to stable if we determine there is evidence to support Leslie's is on track to reduce leverage to below 4x. This could occur if operating pressures subside and Leslie's profitability strengthens from fiscal 2023, in line with or better than our base case." LG TRUCKING: Wins Cash Collateral Access on Final Basis ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Alabama authorized LG Trucking, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is permitted to provide adequate protection to its secured creditors in the form of a replacement lien to the extent the value of each secured creditor's lien is decreased by the Debtor-in-Possession's use of the cash collateral, pursuant to 11 U.S.C. Section 361(2). As previously reported by the Troubled Company Reporter, the entities that acquired or may have acquired security interests in, among other property, the Debtor's cash and cash equivalents are Farmers and Merchants Bank, Alabama Department of Revenue, and Industree Logging, LLC. As of the Petition Date, the Debtor's account reflected that $31,567 was on deposit with Farmers and Merchants Bank. This amount takes into consideration a deposit that was made on the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=Ha9ctx from PacerMonitor.com. About LG Trucking, LLC LG Trucking, LLC operates a timber harvesting and/or logging business in Lee County, Alabama. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-80613) on June 9, 2023. In the petition signed by Grady Holmes, Jr., member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Christopher L. Hawkins oversees the case. Anthony Bush, Esq., at The Bush Law Firm, LLC, represents the Debtor as legal counsel. LIGHTHOUSE IMMERSIVE: Files Chapter 15 Bankruptcy Protection ------------------------------------------------------------ Karen K. Ho of Art News reports that the Canadian company behind immersive Van Gogh exhibition, Lighthouse Immersive Inc., filed for bankruptcy protection in the U.S. The Toronto-based Lighthouse submitted the legal filing in Delaware on July 28, 2023 along with its affiliates. The filing protects the company's assets in the United States while insolvency proceedings take place in Ontario. The company's Corey Ross attributed the popularity of its experiences to novelty. "I have been experiencing art in art galleries since childhood and the presentation has more or less stayed the same -- paintings on the walls with labels," he told Artnet News last 2022. "The public is extremely curious to experience a new genre, and one they have seen it done well they love it." While the van Gogh exhibition is the most well-known immersive experience produced by Lighthouse Immersive, the company has recently launched displays featuring animation from the Walt Disney Company (12 cities, including Tokyo), the music of Mozart, and the art and architecture of the Vatican City in Rome. Prices for individual tickets at for Lighthouse Immersive exhibitions in the US ranged from $22 to $37. About Lighthouse Immersive Lighthouse Immersive Inc. is a Canadian company behind the Immersive Van Gogh exhibition. Lighthouse's website says it operates in 21 cities in North America and has sold more than 7 million tickets to its exhibitions. With Lighthouse Immersive USA Inc. facing a confession of judgment in the amount of US$16.6 million, Lighthouse Immersive Inc. and its affiliates convened proceedings before the Superior Court of Justice (Commercial List) in Ontario, Canada in the proceeding captioned under Court File No. CV-23-00703509-00CL under Canada's Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"). An initial order was entered on July 27, 2023. Lighthouse Immersive Inc. sought relief under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11021) on July 28, 2023. Honorable Bankruptcy Judge Laurie Selber Silverstein handles the case. The Debtor is represented by: Derek C. Abbott, Esq. Morris, Nichols, Arsht & Tunnell Tel: 302-658-9200 E-mail: dabbott@mnat.com LUCIRA HEALTH: Court Approves Disclosure Statement -------------------------------------------------- Judge Mary F. Walrath has entered an order approving Lucira Health, Inc.'s Disclosure Statement on an interim basis. The Court will conduct the combined hearing for (i) final approval of the Disclosure Statement as containing adequate information and (ii) confirmation of the Plan. The combined hearing is scheduled for Sept. 19, 2023 at 10:30 a.m. (prevailing Eastern Time). The following dates and deadlines are approved: * The deadline to File Rule 3018 Motions will be on Aug. 14, 2023 at 4:00 p.m. (ET). * The deadline to File Plan Supplement will be on September 1, 2023. * The voting deadline will be on Sept. 8, 2023 at 4:00 p.m. (ET). * The deadline to object to confirmation and final approval of the adequacy of Disclosures will be on Sept. 12, 2023 at 4:00 p.m. (ET). * The deadline to respond to objections to confirmation and final approval of the adequacy of Disclosures will be on Sept. 15, 2023 at 11:00 a.m. (ET). 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. LUCKY BUCKS: Court Approves Disclosures, Confirms Plan ------------------------------------------------------ Judge Karen B. Owens has entered an order that the Disclosure Statement, solely as it pertains to the OpCo Plan, contains (i) sufficient information of a kind necessary to satisfy the disclosure requirements of all applicable non-bankruptcy laws, rules, and regulations, including the Securities Act, and (ii) "adequate information" (as such term is defined in Section 1125(a) of the Bankruptcy Code and used in Section 1126(b)(2) of the Bankruptcy Code) solely with respect to the OpCo Debtors, the OpCo Plan, and the Restructuring Transactions contemplated therein, and is approved under Section 1125 solely with respect to the OpCo Plan, and all objections, statements and reservations of rights with respect to the Disclosure Statement solely with respect to the OpCo Plan are overruled, to the extent not withdrawn or otherwise resolved. The OpCo Plan is confirmed pursuant to Section 1129 of the Bankruptcy Code. Votes to accept or reject the OpCo Plan have been solicited and tabulated fairly, in good faith and in a manner consistent with the Bankruptcy Code, the Bankruptcy Rules, and the Scheduling Order. Class 1B, Class 2B and Class 4B are Unimpaired, presumed to accept the OpCo Plan and not entitled to vote on the OpCo Plan. Holders of Claims in Class 6B and holders of interests in Class 7B are either conclusively deemed to have accepted or rejected the OpCo Plan as to be determined by the OpCo Debtors with the consent of the Required Consenting Lenders (in consultation with the RC Ad Hoc Group Lenders), as applicable, and as a result are either Unimpaired or Impaired but not entitled to a recovery and are also not entitled to vote on the OpCo Plan. Class 5B and 8B are Impaired, deemed to reject the OpCo Plan, and not entitled to vote on the OpCo Plan. Class 3B overwhelmingly voted to accept the OpCo Plan. A claim for damages resulting from the rejection of an Executory Contract or Unexpired Lease shall be classified as a General Unsecured Claim, as applicable, and shall be treated in accordance with Article III of the OpCo Plan. The holder of a Claim for damages resulting from the rejection of an Executory Contract or Unexpired Lease must file a Proof of Claim with the OpCo Debtors' Claims, Noticing and Solicitation Agent within 30 days of (i) the date of entry of an order of this Court (including this Confirmation Order) approving such rejection or (ii) the effective date of such rejection, or its Claim shall be barred forever unless otherwise order by the Court. Subject to the occurrence of the OpCo Plan Effective Date on or before Sept. 15, 2023, the following are hereby permanently waived: (i) any requirement under Section 341 for the U.S. Trustee to convene any meeting of the OpCo Debtors' creditors or equity holders and (ii) any requirement for the OpCo Debtors to file schedules of assets and liabilities and statements of financial affairs, any reports pursuant to Bankruptcy Rule 2015.3 or any other list, schedule or statement pursuant to Section 521 or Bankruptcy Rule 1007 not filed before or on the Confirmation Date. About Lucky Bucks Lucky Bucks, LLC -- https://luckybucksga.com/ -- is a digital skill-based COAM operator based in and incorporated under the laws of the State of Georgia in the U.S. Its team has a combined 45 years of experience in the Georgia COAM industry. After reaching a deal for a plan to equitize substantially all of Lucky Bucks' secured debt, Lucky Bucks and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10758) on June 9, 2023. In the petition signed by James Boyden, executive vice president, Lucky Bucks disclosed up to $500 million in assets and up to $1 billion in liabilities. As of the petition date, the Debtors have outstanding funded debt obligations in the aggregate principal amount of $610 million. Judge Karen B. Owens oversees the case. Dennis F. Dunne, Esq., and Tyson Lomazow, Esq., at Milbank LLP; and Russell C. Silberglied, Esq., at Richards, Layton & Finger P.A., serve as the Debtors' legal counsel. Evercore Group L.L.C. is the Debtors' investment banker while M3 Advisory Partners, L.P., is the financial advisor. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims and noticing agent. MADERA COMMUNITY: Wins Cash Collateral Access Thru Aug. 26 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized Madera Community Hospital to use cash collateral on an interim basis in accordance with the budget, through August 26, 2023. The Order is conditioned upon the County of Madera approving a contribution of up to $500,000 to the Debtor's Estate and ultimately funding said contribution to the Debtor's Estate pursuant to the timeline set forth below via Transfer of Appropriations No. 23-008 in the amount of $500,000 (transferred from American Rescue Plan Act Budget -Appropriations for Contingencies to Contributions to Other Agencies for Fiscal Year 2023-2024), and provided that: (i) the Debtor's hospital facility will be kept in substantially the same as its current operating condition and the Debtor will not discontinue operations that would affect the hospital license or otherwise be under threat of being shut down prior to August 30, 2023, and (ii) the funding to be provided by the County of Madera will be used only for the limited purpose of paying necessary expenses to preserve the license and the hospital as a going concern and not used to pay general claims against the estate such as pre-petition claims or bankruptcy professional fees. A further hearing on the matter is set for August 24 at 9:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=BFVejg from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $102,295 for the week ending August 5, 2023; $31,625 for the week ending August 12, 2023; $245,691 for the week ending August 19, 2023; and $173,020 for the week ending August 26, 2023. About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital in Madera, Calif. Madera Community Hospital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on March 10, 2023. In the petition signed by its chief executive officer, Karen Paolinelli, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Rene Lastreto II oversees the case. The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley, as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc. as special counsels; and JWT & Associates, LLP as accountant. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal counsels and FTI Consulting, Inc. as financial advisor. MATEO ENTERPRISE: Seeks Cash Collateral Access ---------------------------------------------- Mateo Enterprise, Inc. dba El Milagro Market asks the U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, for authority to use cash collateral and provide adequate protection to Newtek Small Business Finance, LLC. The Debtor's prepetition bank accounts, money held for the Debtor by chief executive officer Salvador Carrera, and inventory are subject to perfected security interests held by Newtek. The Debtor's prepetition bank accounts had $146 on deposit, Carrera held $10,000 for the Debtor, and the Debtor's inventory had a value of $100,000 when the Debtor filed its Chapter 11 case. The Debtor's prepetition bank accounts, the money held for the Debtor by Carrera, and proceeds received from the sale of Debtor's prepetition inventory are "cash collateral" as that term is defined under the bankruptcy law. The Debtor will use the cash collateral to pay business expenses including payroll and rent and purchase inventory and make adequate protection payments to Newtek. The Debtor's payroll is about $5,89 per month and its rent is $7,586 per month; while, the adequate protection payments to Newtek will be $1,454 per month. The Debtor will operate its business, generate income, and give replacement liens on post-petition assets of the like kind and priority to Newtek. The Debtor will make payments of $ 1,454 per month to Newtek as adequate protection pending confirmation of a Plan of Reorganization. Additionally, Carrera will make payments of $7,586 per month to Newtek on Newtek's claims secured by a lien against the cash collateral and a Deed of Trust against real property owned by Carrera. A preliminary hearing on the matter is set for August 10, 2023 at 10:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=ptGXkw from PacerMonitor.com. About Mateo Enterprise, Inc. Mateo Enterprise, Inc. owns and operates a super market and convenience store. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-11623) on July 28, 2023. In the petition signed by Salvador Carrera, chief executive officer, the Debtor disclosed $249,375 in assets and $2,857,056 in liabilities. Judge Jennifer E. Niemann oversees the case. Leonard K. Welsh, Esq., at Law Office of Leonard K. Welsh, represents the Debtor as legal counsel. MATIV HOLDINGS: S&P Downgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Mativ Holdings Inc. to 'B+' from 'BB-'. The outlook is stable. S&P said, "We also lowered our issue-level ratings on the company's $350 million senior secured term loan B due in 2027 to 'B+' from 'BB-', and $350 million senior unsecured notes due in 2026 to 'B' from 'B+'. "The stable outlook reflects our view that Mativ will continue to de-lever following the proposed $575 million debt repayment, and will reduce its S&P Global Ratings-adjusted debt leverage to below 5x within the next 12 months." S&P said, "Mativ's profitability, one year after its merger with Neenah, is weaker than expected. It is our opinion that the competitive strengths have yet to materialize for the company's two merger and acquisition (M&A) related transactions within the past two years, particularly its merger with Neenah Inc. in July 2022. For example, the company's average S&P Global Ratings-adjusted EBITDA margin across fiscals 2022 and 2021 is about 11%, this compares to an average of 20% in the years prior. Over the next 12-18 months, however, we are assuming some margin improvements as the company focuses on procurement and supply chain improvements; but it could take several years for margins, returns and credit ratios to return to pre-acquisition levels. The sale of the EP business reduces some profit instability from declining volumes and unstable pulp costs, but the company's overall scale, as measured by its revenue base, is moderately reduced. As a consequence, we have revised downward our assessment of the company's business risk profile to weak from fair." Subsequent to the proposed debt paydown upon the sale of its EP business, Mativ's S&P Global Ratings-adjusted debt leverage could remain above 5x in 2023. Underperformance across the company's two segments, Advanced Technical Materials (ATM) and Fiber Based Solutions (FBS), as a result of softer demand and operational inefficiencies in the U.S. and Europe, has led to an underperformance of the company's EBITDA generation, without a sufficient reduction in its outstanding debt, including annual scheduled amortization. This has resulted in an elevated trailing 12 months S&P Global Ratings-adjusted debt leverage above 7x, at the end of the first quarter. While S&P expects adjusted-debt leverage to decrease to about 5.7x, by the end of 2023 as the company prepays $575 million of outstanding debt following the proposed sale of its EP business, deleveraging is slow compared to our expectations one year ago. Following the announced sale of the EP business, Mativ will have less exposure to commodity price risk, and end markets that are experiencing secular decline. The exit from the EP business will reduce the company's exposure to the volatile pulp market, and removes end markets that are facing annual secular decline, namely tobacco, from its portfolio. Additionally, S&P views the end markets in the post-transaction portfolio as being supported by bullish trends in filtration, sustainable packaging and health care, and believe this could facilitate topline growth and EBITDA expansion, and further deleveraging absent major mergers and acquisitions (M&A) or aggressive shareholder returns. S&P said, "The stable outlook reflects our belief that Mativ will reduce its S&P Global Ratings-adjusted debt leverage to below 5x within the next 12 months. "We could upgrade Mativ if it reduces its S&P Global Ratings-adjusted debt leverage significantly below 4x, and it is sustained at this level. An upgrade would also be contingent upon a more conservative policy that supports debt-leverage below 4x. "We could lower our rating on Mativ if its path toward further deleveraging is disrupted over the next 12 months, causing adjusted-debt leverage to be sustained significantly above 5x, with no clear prospects for recovery. A prolonged underperformance in the company's ATM segment can result in such a disruption." Environmental, Social, And Governance S&P said, "Environmental factors are a moderately negative consideration in our credit analysis of Mativ because the products in its ATM and FBS segments are chemically-intensive to produce. The company's products also face end-of-life waste issues. Social factors are neutral in our rating analysis, given the sale of the Engineered Papers business." METROPLEX RECOVERY: Frances Smith Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at Ross, Smith & Binford, PC, as Subchapter V trustee for Metroplex Recovery, LLC. Mr. Smith will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Smith declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About Metroplex Recovery Metroplex Recovery, LLC is a Pantego, Texas-based provider of locksmith services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code ((Bankr. N.D. Texas Case No. 23-42110) on July 21, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Adrian Modesto Torres, managing member, signed the petition. Jim Morrison, Esq., at Lee Law Firm, PLLC is the Debtor's bankruptcy counsel. MILLION DOLLAR SMILE: Seeks Cash Collateral Access Thru Nov 25 -------------------------------------------------------------- Million Dollar Smile, LLC asks the U.S. Bankruptcy Court for the Southern District of California for authority to use cash collateral on a final basis through November 25, 2023. The Debtor requires the use of cash collateral to operate its business and pay expenses. The Debtor faced serious financial and legal challenges that led to the Chapter 11 filing. MDS had considerable and unsustainable growth before and during the COVID-19 pandemic. Sales increased tremendously and then fell off, the COVID boom and bust. MDS expanded its sales, increased its costs, took out loans and then the bottom fell out in or about the Summer of 2021. Hard money lenders and others demanded payment, used hard ball tactics to collect monies, including levies on credit card processing companies and MDS' bank accounts and contacted business, including merchant processors, with whom the Debtor did business and scared those business away from working with MDS. MDS could not stay online selling products and could not do larger wholesale sales given the collection efforts. Secured claims include multiple creditors asserting security interests in the Debtor's assets. These parties include J.P. Morgan Chase which the Debtor believes is fully secured and Fasanara Securitisation, S.A. (an assignee) which holds the second position Financing Statement. MDS believes that it is partially secured. In the Debtor's operative plan, it proposes to pay Chase Bank in full (and at no interest pursuant to an agreement with the Bank) and to pay Fasanara to the extent its claim is secured. The IRS' proof of claim asserts a priority claim of $200 as well as a non-priority claim of $310.37 from year 2014. The Debtor's nonpriority unsecured claims amount to $1,137,760. This figure does not include the unsecured portions of claims of entities discussed above in the discussion of secured claims. The Debtor contends the Senior Lenders' interests are adequately protected for at least these reasons: a. The Debtor will continue to operate its business. b. Operating the business creates additional revenues. c. All assets are adequately insured. d. Providing replacements lien to these two secured creditors to the extent their prepetition lien attached to the Debtor's property prepetition and with the same validity, priority, and description of collateral. To be clear, if there is a defect in a security interest prepetition, that same defect would apply post-petition. e. The Debtor and Chase have agreed to the adequate protection payment that the Debtor is to make to Chase. A copy of the Debtor's request is available at https://urlcurt.com/u?l=ypa8Dp from PacerMonitor.com. About Million Dollar Smile, LLC Million Dollar Smile, LLC offers oral hygiene and beauty products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-00001) on January 2, 2023. In the petition signed by Angelo De Simone, managing member, the Debtor disclosed up to $500,000 in assets and upt o $10 million in liabilities. Judge Margaret Mann oversees the case. Steven R. Fox, Esq., at The Fox Law Corporation, Inc., is the Debtor's legal counsel. NATIONAL CINEMEDIA: Completes Restructuring, Exits Chapter 11 ------------------------------------------------------------- National CineMedia, LLC (NCM, NCM LLC or the Company), the largest cinema advertising platform in the U.S., on Aug. 7 announced the successful completion of its financial restructuring process and emergence from Chapter 11 on August 7, 2023. This follows confirmation of NCM's Plan of Reorganization (the Plan) by the United States Bankruptcy Court for the Southern District of Texas (the Court) on June 27, 2023, which received the overwhelming support of its creditor constituencies. "This important milestone marks the beginning of a new era of growth," said Tom Lesinski, Chief Executive Officer of NCM. "With a restructured balance sheet, the most advanced data and advertising solutions in the industry, and access to the biggest moviegoing audiences, we are now positioned to capitalize on new and exciting opportunities. We continue to experience record-breaking box office performance with Barbie and Oppenheimer seen by almost 60 million consumers to date, driving maximum awareness of the power of movies and the cultural conversation that they ignite. With these tailwinds propelling us forward, NCM will continue to unite brands with young, diverse audiences at movie theaters nationwide during the biggest cultural moments of the year." The Company emerges under the ownership of its prepetition secured lenders. NCM LLC will maintain its existing corporate structure with National CineMedia, Inc. (Nasdaq: NCMI), continuing to serve as the manager of NCM LLC, and retaining a 13.8% stake in the reorganized Company. Through its financial restructuring, NCM eliminated approximately $1.2 billion of debt, substantially strengthening its capital structure. The Company has also entered into an approximately $55 million exit financing facility, which will be used to, among other things, fund future growth initiatives. Additionally, NCM emerges from its restructuring with new members appointed to its Board of Directors, bringing extensive advertising, financial, media, technology, and digital experience. NCM's existing executive team will continue to lead the business and will partner closely with the new Board to drive growth and engage audiences across the country. Ms. Lauren Zalaznick has been named Chair of the Board, which is now comprised of nine members. Joining CEO Tom Lesinski on the Board are: -- Ms. Lauren Zalaznick, Chair of the Board: Ms. Zalaznick is a widely recognized business leader with more than 30 years' experience creating and implementing growth strategies for leading media companies and digital startups. As an independent advisor, Ms. Zalaznick works with companies at every stage of maturity focused on content, marketing, sales, and direct-to-consumer strategies. In addition, Ms. Zalaznick is a Senior Advisor to The Boston Consulting Group in the Global TMT Practice. Ms. Zalaznick's most recent corporate role is as former EVP & Chair, Entertainment & Digital Networks, Comcast NBCUniversal. Ms. Zalaznick currently sits on the boards of The RTL Group and The GoPro Corporation, where she chairs Nomination & Governance. Previously, she served as a director and chair of Nomination & Governance for The Nielsen Corporation as well as several high growth digital companies. -- Ms. Bernadette Aulestia: Ms. Aulestia has extensive experience as an executive in content and digital businesses. She is the former President, Global Distribution HBO. Ms. Aulestia serves on the Boards of Denny's Corporation, Nexstar Media Group, and Latino Corporate Directors Association. Named one of Fortune 50 Most Powerful Latinas in Business, Fast Company's 100 Most Creative People in Business, Ms. Aulestia is currently chair of the Corporate Governance & Nominating Committee of Denny's Corporation (NASDAQ: DENN), and sits on the Compensation Committee of Nexstar Media Group (NASDAQ: NXST). -- Mr. Nicholas Bell: Mr. Nicholas (Nick) Bell is a recognized technology leader with more than two decades of experience as a technology and media executive and active angel investor who advises numerous founders and executives. He is the Chief Executive Officer of Fanatics Live, former Head of Product for Google's Search Experience, former Vice Global Head of Content & Partnerships at Snap, and former Senior Vice-President, Digital Products, News Corporation. -- Mr. David E. Glazek: Mr. Glazek has over 15 years of experience investing in distressed, special situations and private credit strategies, including as a Partner and Portfolio Manager of Standard General L.P. from 2008. He also serves as Executive Chairman of Turning Point Brands, Inc., a Director of Workers Benefit Consortium, Inc., and an Adjunct Professor at Columbia Business School. He previously worked at Lazard Frères & Co., where he focused on mergers and acquisitions and corporate debt restructuring. He has also worked at the Blackstone Group. Throughout his career he has served on numerous public and private company boards of directors. -- Ms. Juliana Hill: Ms. Hill brings her extensive financial, media industry, and outdoor advertising expertise to NCM, following a long career in finance with iHeartMedia, Inc. (formerly Clear Channel Communications, Inc.), the #1 audio company in the United States. From 2013 to 2019, Ms. Hill served as iHeartMedia's Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeart's subsidiary, Clear Channel Outdoor Holdings. Ms. Hill is currently the owner of JFH Consulting, which provides financial and strategic advisory services. -- Mr. Tiago Lourenço: Mr. Lourenço is a Partner at Blantyre Capital, a special situations investment firm with $2.6 billion of committed capital. Prior to this, he was a Vice President at Oaktree Capital Management where he worked for seven years in the distressed opportunities group. Prior to Oaktree, Mr. Lourenço worked at Goldman Sachs and Bain & Company. -- Mr. Jean-Philippe Maheu: Mr. Maheu has extensive digital, media, and technology experience. He is the former Global Vice-President, Client Solutions & Advertising Sales, Twitter, former CEO of Razorfish, former Global CEO of Publicis Modem, and former Chief Digital Officer, North America of Ogilvy & Mather. Mr. Maheu is an Advisor and Board member for various growth stage companies. -- Mr. Joe Marchese: Mr. Marchese is the Chief Executive Officer of Attention Capital, a media and technology holding company. He is also the Co-Founder and Executive Chairman of Human Ventures, a leading start-up studio and venture fund, and a Partner/Co-Founder of Casa Komos Brands Group, a portfolio of elevated hospitality brands. Previously, Mr. Marchese served as President of Advertising Revenue for Fox Networks Group, a television broadcasting company, a role in which he oversaw multi-billion-dollar advertising sales, research and innovation for FOX Broadcast, FOX Sports, FS1, FX, FXX and National Geographic. "On behalf of the new members of the Board, we commend the NCM team for navigating through this important process without disruption to its operations or customer relationships," said Lauren Zalaznick, Chair of the Board. "With the successful completion of the restructuring, NCM is laser-focused on its best-in-class, full-funnel advertising solutions and innovative data technology, empowering advertisers to reach moviegoing audiences with scale and measurability." As previously announced, NCM, Inc. held a Special Meeting of Stockholders on August 2, 2023, at which stockholders voted to approve a Reverse Stock Split of its common stock at a stock split ratio of 1-for-10. The Reverse Stock Split was an obligation under NCM LLC's 9019 Settlement with NCM Inc. and was necessary for the Plan to become effective and was completed on August 4, 2023. Additional Information Court filings and additional information related to the Company's Chapter 11 cases are available on a separate website administrated by the company's claims, noticing, and solicitation agent, Omni, at https://omniagentsolutions.com/NCM. Stakeholders with questions may call the Company's restructuring hotline at (866) 956-2144 or (747) 293-0095 if calling from outside the U.S. or Canada or email NCMInquiries@OmniAgnt.com. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel, Lazard Frères & Co. LLC, is serving as investment banker, and FTI Consulting is serving as financial advisor to the Company. C Street Advisory Group serves as strategy and communications advisor to the Company. Latham & Watkins served as special litigation, tax and corporate counsel to National CineMedia, LLC. About National CineMedia National CineMedia, LLC, a company in Centennial, Colo., owns the largest cinema-advertising network in North America. The company derives its revenue principally from the sale of advertising to national, regional, and local businesses, which is displayed on a national and regional digital network of movie theaters. National CineMedia filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 23-90291) on April 11, 2023, with $500 million to $1 billion in assets and $1 billion to $10 billion in liabilities. Ronnie Ng, chief financial officer of National CineMedia, signed the petition. Judge David R. Jones presides over the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; Porter Hedges, LLP as local counsel; Latham & Watkins, LLP as special counsel; Lazard Freres & Co. as investment banker; and FTI Consulting, Inc. as restructuring advisor. Omni Agent Solutions is the Debtor's notice, claims and balloting agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped White & Case, LLP as bankruptcy counsel; Alvarez & Marsal North America, LLC as financial advisor; and ArentFox Schiff LLP as special conflicts counsel. NATURE COAST: Creditors to Be Paid 100%, Hotel to Open in 18 Months ------------------------------------------------------------------- Nature Coast Development Group, LLC, submitted an Amended Plan of Reorganization. Under the Plan, Class 4 General Unsecured Creditors will be repaid in full based on equal monthly payments over 12 months. Payments will commence on the Effective Date. Class 4 is impaired. The Plan contemplates the Debtor will begin operations approximately 18 months after the Effective Date. The Debtor has engaged Blankenship Consulting, LLC, to complete the construction of the Hotel. Once the Hotel is completed, the Debtor will generate funds from its guest rooms, restaurants, wedding venue, and other amenities. The Debtor plans to obtain both DIP financing to fund the construction of the Hotel and exit financing to pay off the DIP financer and Classes 1-4. It is anticipated that the Debtor's operations will be sufficient to make payments to the exit financing company and for general hotel operations. The Debtor has engaged in discussions with multiple entities regarding DIP financing. DIP financing will allow the Debtor to fund construction of the Hotel and service the debts in Classes 1-4 until the Hotel is operational. Debtor has received terms from Reef Private Credit, LLC ("Reef"). Reef can provide Debtor up to $5,500,000 for construction of the Hotel Project (the "DIP Loan"). Consistent with the Financing Terms and Conditions, Reef shall receive a first-position lien on the partially constructed Hotel, located approximately at the 7200 block of North U.S. Highway 19, Fanning Springs, FL 32693. The DIP financing, together with $3,515,524.71 being held by Seacoast Bank, will allow the Debtor to complete the hotel within approximately 18 months of the Effective Date and receive a certificate of occupancy from the State of Florida. Additionally, the Debtor anticipates paying off the DIP financer, the Tax Collector, Seacoast Bank, Specialty, and any other remaining Allowed Claims through exit financing. The Debtor has had discussions with multiple entities and received a Letter of Intent from BayFirst National Bank. The Debtor will receive the exit loan funds approximately 12 to 18 months after the Effective Date, in conjunction with the completion of the Hotel and certificate of occupancy. Debtor's operation of the Best Western Premier Resort Hotel will provide sufficient funds to pay for the exit loan. Counsel for the Debtor: Justin M. Luna, Esq. Benjamin R. Taylor, Esq. LATHAM, LUNA, EDEN & BEAUDINE, LLP 201 South Orange Ave., Suite 1400 Orlando, FL 32801 A copy of the Amended Plan of Reorganization dated July 28, 2023, is available at bit.ly/44NgTmJ from PacerMonitor.com. About Nature Coast Development Group Nature Coast Development Group, LLC, a company in Fanning Springs, Fla., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 22-10200) on Dec. 14, 2022. In the petition filed by its managing member, Marites Padot, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. Jodi D. Dubose has been appointed as Subchapter V trustee. Judge Karen K Specie oversees the case. The Debtor is represented by Latham, Shuker, Eden, & Beaudine, LLP. NCR CORP: Fitch Affirms 'BB-' IDR, Off Rating Watch Negative ------------------------------------------------------------ Fitch Ratings has removed the Rating Watch Negative for NCR Corporation's Long-Term Issuer Default Rating (IDR), and the IDRs for subsidiary co-borrowers NCR Limited, NCR Nederland B.V., and NCR Global Solutions Limited, as well as the company's senior secured facilities and issue-level ratings. Fitch has assigned a Stable Rating Outlook. In addition, the IDRs for each co-borrower entity were affirmed at 'BB-'. This action follows Fitch's expectation that leverage will remain manageable for the rating category following the planned separation of the company's ATM operations. Fitch also affirmed the senior secured revolver and term loans issued by each of the entities at 'BB+'/'RR2'., and the senior unsecured bonds and convertible preferred shares issued by NCR Corp. at 'BB-'/'RR4'. The ratings affect roughly $5.9 billion of gross debt at June 2023, not including unused capacity on the $1.3 billion senior secured revolving facility, but including $275 million of preferred stock and the $300 million A/R securitization facility. KEY RATING DRIVERS Separation into Two Companies: Fitch believes NCR Corp. (being rebranded as NCR Voyix) remains well positioned in its end markets and the current rating category post the planned separation of its ATM business in 2H23. Despite less diversification from the sizeable and cash generative ATM business, its remaining businesses have solid market presence in retail, hospitality and digital banking and should see solid revenue and earnings growth over time. Voyix will still have material scale with revenue projected near $4 billion annually and EBITDA near $700 million. The ATM-related businesses (rebranded as NCR Atleos) that face long-term secular pressures will be spun-off to shareholders in 4Q23. Fitch expects both companies will generate solid and positive FCF that should enable them each to grow over time. However, the stand-alone cost and FCF generation profile of Voyix will guide its ability to grow and compete over time. RemainCo Solid Position, but Less Diversified: Voyix will include its Retail, Hospitality and Digital Banking segments. Fitch believes NCR holds solid positioning in each of these businesses, particularly in retail where it is a market leader in self-checkout hardware & software and has strong presence in restaurants with its Aloha software. Fitch estimates normalized FCF margins could be roughly $90 million to $150 million (low-single digit as a percentage of revenue) in 2024-2025, although the final debt profile and related interest expense will be a core driver to cash generation, along with incremental stand-alone and one-time costs. FCF could be constrained in 2023-2024 by deal-related and stand-alone costs. Growth Expectations: Fitch expects Voyix's revenues could grow in the mid- to high-single digit percentage range over time, although the transactional nature of a large portion of its business will cause reported financials to be higher or lower than this in given periods. Underlying secular drivers impacting its growth include increased card usage over cash, greater enterprise reliance on software-centric solutions and outsourcing of non-core banking processes to technology providers. EBITDA and margins are expected to grow much faster than revenue over time, largely due to a mix shift to higher margin software (digital banking) and payment procession solutions. Leverage Profile: NCR is expected to generate positive FCF ahead of its planned spin-off, which is projected to be completed in 4Q23, and management indicated it will use excess FCF to reduce its debt ahead of the spin. Fitch calculates EBITDA leverage will be in the 3.5x to 4.0x range in 2024-2025, or 3.0 to 3.5x net leverage, which positions the company well at its current IDR. Gross leverage was in the 3.0x-4.0x range prior to the 2021 Cardtronics acquisition. Management guided net debt/EBITDA for RemainCo will be in the 3.0x-3.5x range post separation (and could trend to 2.5x over time), which Fitch calculates could be mid- to high-3.0x range on a gross debt basis. CF Lower Post Separation: NCR's FCF profile will be meaningfully lower post the spin-off of its ATM assets, or potentially less than $100 million per year in 2024 per Fitch's estimate although final capitalization and one-time cash expenses will be key variables. FCF margins could be in the mid-single digit percentage range over time. NCR historically generated solid FCF in the mid- to high-single digit range as a percentage of sales, but the ATM businesses were more profitable, yet slower growing segments. NCR generated positive FCF in all except two years from 2007-2021, with 2012-2013 being negatively impacted by approximately $800 million of pension contributions (FCF was positive during these years adjusted for these items). Recurring Revenue: More than half of NCR's revenue post separation is recurring, including products and services under contract where revenue is recognized over time. This recurring mix is materially lower than other companies Fitch rates in the payments and technology industries, at least partially owed to hardware sales, and is a consideration with respect to the IDR. Management seeks to grow this mix over time, which Fitch believes will come via a combination of internal sales initiatives, growth in payment processing (via its December 2018 JetPay acquisition) and incremental M&A. Competitive End Markets: NCR has meaningful presence in its key end markets, but competition is intense and fragmented in a number of areas. NCR has leading market share in retail point of sale (POS), restaurant software and self-checkout systems. This is evidenced by its marquee customer base that includes Starbucks, McDonald's, Whole Foods Market, Walmart, among others. However, it faces a range of competition from fintech providers, technology-focused disruptors and others that could limit growth over time. DERIVATION SUMMARY Fitch's ratings and Outlook for NCR are supported by the company's market position across its business, diversification of end markets, history of positive FCF generation, and manageable leverage for the rating category. NCR does not have any direct peers that compete across all of its segments given the diverse nature of its end markets, but Fitch assesses the rating relative to other payment and technology companies that provide a range of similar software, hardware and service offerings. Unlike other companies Fitch rates in the fintech space, NCR's exposure to payments processing is minimal and the company derives most of its revenue and profitability from software, hardware and services. It operates a meaningfully lower margin business than other Fitch-rated fintech peers due to a higher mix of hardware and services. Relative to other technology hardware and software providers rated by Fitch, the company has smaller scale, lower margins and less FCF generation. Fitch believes the 'BB-' IDR fairly captures the risk profile relative to other companies in Fitch's rated technology and services ratings universe. KEY ASSUMPTIONS -- Fitch assumes spin-off of NCR ATMCo occurs at YE 2023; -- Organic revenue growth in the mid-single digit range in the next few years; -- EBITDA margins increase modestly to the high-teens percentage range, helped by a higher mix of software and digital revenue; -- Capex near 6% of revenue; -- Fitch has not modelled M&A into its forecast, but believes management could prioritize uses of excess cash flow for M&A over time; -- EBITDA leverage remains in the 3.5x-4.0x range in 2024-2025; -- Floating rate debt assumes SOFR near 5% over the ratings horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- EBITDA leverage sustained at/below 3.5x; -- Revenue expected to grow by mid-single digit percentage or higher over multiple years, signaling an improved long-term growth profile; Factors that could, individually or collectively, lead to negative rating action/downgrade: -- EBITDA leverage sustained at/above 4.0x; -- FCF margins expected to be sustained near 1.0% or below, or below historical levels; -- Competitive and/or structural changes to industry that pressure revenue, EBITDA and/or FCF. LIQUIDITY AND DEBT STRUCTURE Stable Liquidity: Fitch expects NCR's liquidity to be stable upon spin-off of its ATM business and should support its operations, growth and M&A strategy in the coming years. Liquidity should be supported by: (i) at least $150 million of cash and equivalents projected at spin-off; (ii) a new $500 million senior secured revolver; (iii) positive FCF generation, which Fitch projects FCF margins could be in the low- to mid-single digit percentage range in the next few years; and (iv) up to $300 million of capacity under its A/R securitization facility. FCF generation in 2024 could possibly be negatively impacted by separation and/or incremental corporate costs as the company begins to function without its ATM operations. Debt Profile: NCR's debt structure currently includes term loans, senior unsecured notes and a revolving credit facility, a meaningful portion of which will be repaid as part of the ATMCo. separation. Upon separation, the majority of NCR's debt is expected to be fixed rate, including various senior unsecured notes issuances. Total debt could be near $3 billion, or roughly half of its current debt balance, post separation. Debt post ATM separation is expected to include: (i) senior unsecured notes; (ii) term loan borrowings; and (iii) a senior secured revolver. The company also has $275 million of series A convertible preferred stock outstanding, which Fitch considers to be debt as per Fitch's Corporate Hybrids Criteria. ISSUER PROFILE NCR Corporation (dba, NCR Voyix) operates as a software, services and hardware enterprise solutions provider, with products targeted at the banking, restaurant and hospitality sectors. Its offerings include software, hardware and payment solutions for retail and hospitality customers and digital banking solutions for financial institutions. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. NETFOR INC: Gets OK to Hire KC Cohen as Legal Counsel ----------------------------------------------------- Netfor, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire KC Cohen, Lawyer, PC. The Debtor requires legal counsel to: a. Give advice with respect to the duties, powers and responsibilities of the Debtor in its Chapter 11 case; b. Investigate and pursue any actions in order to recover assets for or best enable the Debtor's estate to reorganize fairly; c. Represent the Debtor in its bankruptcy proceedings in an effort to maximize the value of its assets and pursue confirmation of a successful plan of reorganization; and d. Perform other necessary legal services. The hourly rates charged by the firm's attorneys and paralegals are as follows: Christopher McElwee $275 Nicholas Wildeman $200 Bobby Macias (Paralegal) $100 KC Cohen received from the Debtor the sum of $6,738, of which $5,238 was used to pay the firm's pre-bankruptcy services. As disclosed in court filings, KC Cohen's attorneys neither represent nor hold any interest adverse to the matters upon which they are to be employed. KC Cohen can be reached at: KC Cohen, Esq. KC Cohen, Lawyer, PC 1915 Broad Ripple Ave. Indianapolis, IN 46220 Tel: 317-715-1845 Email: kc@esoft-legal.com About Netfor Inc. Netfor, Inc. is a BPO company in Fishers, Ind. The company's help desk, call center, and fulfillment services round out its ability to solve tech problems for its clients. Netfor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02666) on June 22, 2023, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Deborah Caruso, Esq., at Rubin & Levin has been appointed as Subchapter V trustee. Judge Jeffrey J. Graham oversees the case. KC Cohen, Esq., at KC Cohen, Lawyer, PC is the Debtor's legal counsel. NOBLE HEALTH II: Rental Income to Fund Plan Payments ---------------------------------------------------- Noble Health Real Estate II LLC, filed with the U.S. Bankruptcy Court for the Western District of Missouri a Disclosure Statement describing Plan of Reorganization dated August 1, 2023. Debtor is a company that owns the Real Property located in Audrain, Missouri. The primary property located in Mexico Missouri was previously a hospital operated by an affiliate of Debtor, and the remaining properties were medical clinics and other health care facilities. Debtor is owned by Noble Health Corp., which is currently owned by Pasture Medical LLC, a Wyoming limited liability company, which is ultimately owned by Kalman Groner, Gary Greenstein and Zevi Reisman. On the Effective Date, Debtor as master landlord will enter into a master lease of the Real Property with Blessed Health LLC as the master tenant. Blessed Health is an affiliate of Debtor because Blessed Health is ultimately owned by Kalman Groner, Gary Greenstein and Zevi Reisman. Blessed Health will pay monthly rent to the Debtor of $147,000, which Debtor believes will be sufficient to pay all of the obligations due under the Plan as well as pay all other ongoing expenses of Debtor, including insurance, taxes and maintenance. Blessed Heath will have sufficient funds to pay the monthly rent based on subleases entered into by Blessed Health, with (i) a critical access hospital in Mexico, MO owned and operated by an affiliate of Blessed Health, (ii) various partnerships between third-party medical and service providers and an affiliate of Blessed Health, and (iii) third-party medical and service providers. The Plan provides for the satisfaction of all Allowed Administrative Claims on the Effective Date or as soon thereafter as practicable, unless otherwise agreed by the Holder of such Claim. As to each Administrative Claim Allowed thereafter, payment will be made as soon as practicable. The Plan also provides for the satisfaction of all Priority Claims in accordance with section 1129(a)(9) of the Bankruptcy Code by either payment on the Effective Date or payment over a five-year period in installments. Debtor estimates that the total Non-Priority unsecured claims, including the under secured potion of Central Bank's claim as well as the unsecured junior judgment lien holders on the Real Property total approximately $13.1 Million including claims that the Debtor intends to dispute. Class I consists of the Secured and Unsecured Claim of Central Bank. Central Bank's Secured Claim shall be $2,160,886 and shall be amortized over 30 years at the contractual interest rate of 4.90%, with a monthly payment of $11,468. The outstanding balance of Central Bank's Secured Claim shall be paid in full by October 1, 2030. For the Unsecured Claims, Central Bank shall receive quarterly payments of $4,125 beginning January 1, 2024, and continuing for 12 consecutive quarters. Class II consists of the Allowed Claims of Unsecured Creditors. Unsecured Creditors shall receive their pro rata share of shall of quarterly payments of $4,125 beginning January 1, 2024, and continuing for 12 consecutive quarters. The Holders of Allowed Interests shall retain their Allowed Interests in the Reorganized Debtor in the same percentages as held prior to the Petition Date in exchange for guarantying the Professional Fees. The Debtor intends the Debtor to continue in business by reorganizing its operations and debt structure. Debtor intends to enter into a master lease with Blessed Health LLC, an affiliate of Debtor. The lease will provide payments from Blessed Health that are sufficient to make all of the payments due under the Plan and to pay all other costs associated with the Real Estate, including taxes, insurance and maintenance. A full-text copy of the Disclosure Statement dated August 1, 2023 is available at https://urlcurt.com/u?l=J7eyw4 from PacerMonitor.com at no charge. Attorney for Debtor: Ronald S. Weiss, Esq. Joel Pelofsky, Esq. Berman, DeLeve, Kuchan & Chapman, LLC 1100 Main, Suite 2850 Kansas City, MO 64105 Phone: (816) 471-5900 Fax: (816) 842-9955 Email: rweiss@bdkc.com Email: jpelofsky@bdkc.com About Noble Health Real Estate II Noble Health Real Estate II, LLC is engaged in activities related to real estate. The Debtor is based in Fulton, Mo. Noble Health Real Estate II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20100) on March 3, 2023. In the petition signed by Zev M. Reisman, general manager and corporate secretary, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Dennis R. Dow presides over the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum, a partner at CFGI, serves as the Debtor's chief restructuring officer. NOBLE HEALTH: Rental Income to Fund Plan Payments ------------------------------------------------- Noble Health Real Estate LLC filed with the U.S. Bankruptcy Court for the Western District of Missouri a Disclosure Statement describing Plan of Reorganization dated August 1, 2023. Debtor is a company that owns the Real Property located in Fulton County, Missouri. The primary property located in Mexico Missouri was previously a hospital operated by an affiliate of Debtor, and the remaining properties were medical clinics and other health care facilities. Debtor is owned by Noble Health Corp., which is currently owned by Pasture Medical LLC, a Wyoming limited liability company, which is ultimately owned by Kalman Groner, Gary Greenstein and Zevi Reisman. On the Effective Date, Debtor as master landlord will enter into a master lease of the Real Property with Blessed Health LLC as the master tenant. Blessed Health is an affiliate of Debtor because Blessed Health is ultimately owned by Kalman Groner, Gary Greenstein and Zevi Reisman. Blessed Health will pay monthly rent to the Debtor of $68,000, which Debtor believes will be sufficient to pay all of the obligations due under the Plan as well as pay all other ongoing expenses of Debtor, including insurance, taxes and maintenance. Blessed Heath will have sufficient funds to pay the monthly rent based on subleases entered into by Blessed Health, with (i) a rural emergency hospital in Fulton, MO owned and operated by an affiliate of Blessed Health, (ii) various partnerships between third-party medical and service providers and an affiliate of Blessed Health, and (iii) third-party medical and service providers. The Plan provides for the satisfaction of all Allowed Administrative Claims on the Effective Date or as soon thereafter as practicable, unless otherwise agreed by the Holder of such Claim. As to each Administrative Claim Allowed thereafter, payment will be made as soon as practicable. The Plan also provides for the satisfaction of all Priority Claims in accordance with section 1129(a)(9) of the Bankruptcy Code by either payment on the Effective Date or payment over a five-year period in installments. Debtor estimates that the total Non-Priority unsecured claims, including the under secured potion of Lead Bank's claim as well as the unsecured junior judgment lien holders on the Real Property total approximately $6.0 Million including claims that the Debtor intends to dispute. Class I consists of the Secured and Unsecured Claim of Lead Bank. Lead Bank's Secured Claim shall be $1,360,000 and shall be amortized over 30 years at the contractual interest rate of 5.5%, with a monthly payment of $7,722. The outstanding balance of Lead Bank's Secured Claim shall be paid in full by October 1, 2030. For the Unsecured Claims, Lead Bank shall receive quarterly payments of $2,083 beginning January 1, 2024 and continuing for 12 consecutive quarters. Class II consists of the Allowed Claims of Unsecured Creditors. Unsecured Creditors shall receive their pro rata share of quarterly payments of $2,083 beginning January 1, 2024, and continuing for 12 consecutive quarters. The Holders of Allowed Interests shall retain their Allowed Interests in the Reorganized Debtor in the same percentages as held prior to the Petition Date in exchange for guarantying the Professional Fees. The Debtor intends the Debtor to continue in business by reorganizing its operations and debt structure. Debtor intends to enter into a master lease with Blessed Health LLC, an affiliate of Debtor. The lease will provide payments from Blessed Health that are sufficient to make all of the payments due under the Plan and to pay all other costs associated with the Real Estate, including taxes, insurance and maintenance. A full-text copy of the Disclosure Statement dated August 1, 2023 is available at https://urlcurt.com/u?l=itThfH from PacerMonitor.com at no charge. Attorney for Debtor: Ronald S. Weiss, Esq. Joel Pelofsky, Esq. Berman, DeLeve, Kuchan & Chapman, LLC 1100 Main, Suite 2850 Kansas City, MO 64105 Phone: (816) 471-5900 Fax: (816) 842-9955 Email: rweiss@bdkc.com Email: jpelofsky@bdkc.com About Noble Health Real Estate Noble Health Real Estate, LLC is engaged in activities related to real estate. It owns a building located at 10 Hospital Drive, Fulton, Mo., valued at $7.9 million. Noble Health Real Estate filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20051) on Feb. 10, 2023, with $7,900,000 in assets and $4,869,845 in liabilities. Zev M. Reisman, general manager and corporate secretary of Noble Health Real Estate, signed the petition. The Debtor tapped Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan & Chapman, LLC as counsel and Joseph Baum at CFGI as chief restructuring officer. NOVUSON SURGICAL: Unsecureds Could Get 10.07% in Plan ----------------------------------------------------- Novuson Surgical, Inc., submitted a Plan of Reorganization. As a start-up with developing technology, the Debtor is not currently profitable through its operations alone. It relies heavily on capital raises to support its operations and will continue to do so after the Confirmation Date. Historically, the Debtor has been able to raise capital from numerous investors to fund its expenses. The Debtor has not previously generated a profit, nor does it expect to be profitable for the next few years. Currently, the Debtor is actively engaged in fundraising and is confident that it will be able to raise enough funds by the Effective Date to cover distributions to Claimants and Creditors as set forth in the Plan. As the Projections demonstrate, the Debtor's Plan provides that additional capital will be raised from (a) cash paid by Holders of Convertible Notes who choose to convert to an Equity Interest by exercising no less than 10% of their Warrants, (b) cash paid by Holders of preferred Series A shares who choose to retain their Equity Interests by exercising no less than 10% of their Warrants, (c) cash paid by Holders of common shares, who do not otherwise contribute cash or inkind value to the Debtor to retain their Equity Interests in the Debtor, (d) cash paid by Holders of other Warrants who elect to retain their Warrants by exercising no less than 10% of their Warrants, and (e) new investment funding that the Debtor raises in the ordinary course of business. These cash infusions, coupled with the revenue that the Debtor projects it will continue to make from its collaboration with MedBot and other third-parties, will support Plan payments. Moreover, Holders of Convertible Notes (scheduled in Class 5 in the Plan) that opt to convert their unsecured claims into equity, will reduce the total pool of unsecured claims that comprise Class 4 under the Plan. In the Debtor's "Expected Case" scenario above, an aggregate amount of $3,826,522 of Convertible Notes will convert to equity under the Plan. This will result in the reduction of total Allowed Unsecured Claims from a scheduled total of $6,239,003 to a total of $2,412,481 that will actually share in the distribution to Class 4. In the Debtor's "Expected Case" scenario, the distribution afforded to Class 4 Creditors increases to approximately 10.07% as opposed to 0% in liquidation. Under the Plan, Class 4Allowed Unsecured Claims are impaired. Each Claim in Class 4 will receive a Pro Rata share of the Unsecured Claims Cash Distribution, to be paid on the Effective Date. Unsecured Claims Cash Distribution shall mean (a) the sum of cash contributions received from Equity Holders in Classes 6A through 6D who have elected to retain their Equity Interests pursuant to the Plan less (b) an amount of Cash sufficient to pay Allowed Administrative Expenses and Allowed Priority Claims. The cash necessary to fund payments will be from the Debtor's normal business operations and cash on hand as of the Effective Date. Attorneys for the Debtor: Justin M. Mertz, Esq. MICHAEL BEST & FRIEDRICH LLP 790 North Water Street, Suite 2500 Milwaukee, WI 53202-3509 Telephone: (414) 271-6560 Facsimile: (414) 277-0656 E-mail: jmmertz@michaelbest.com Local counsel: Aditi Paranjpye, Esq. CAIRNCROSS & HEMPELMANN, P.S. 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 Telephone: (206) 587-0700 Facsimile: (206) 587-2308 E-mail: aparanjpye@cairncross.com A copy of the Plan of Reorganization dated July 28, 2023, is available at bit.ly/3qcMoYw from PacerMonitor.com. 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. OILFIELD EQUIPMENT: Mark Weisbart Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 6 appointed Mark Weisbart, Esq., at Hayward, PLLC as Subchapter V trustee for Oilfield Equipment Rental, LLC. Mr. Weisbart will be paid an hourly fee of $515 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Weisbart declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark A. Weisbart, Esq. Hayward, PLLC 10501 N Central Expy, Suite 106 Dallas, TX 75231 Phone: (972) 755-7103 Phone/Fax Email: MWeisbart@HaywardFirm.com About Oilfield Equipment Oilfield Equipment Rental, LLC conducts business under the name Rapid Flow Testing. The company is based in Midland, Texas. Oilfield Equipment Rental filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Texas Case No. 23-41325) on July 25, 2023, with $3,621,705 in assets and $2,081,715 in liabilities. Nancy Fuller, member, signed the petition. Howard Marc Spector, Esq. of SPECTOR & COX, PLLC represents the Debtor as legal counsel. OMNIQ CORP: Receives $2.2M Project From Leading Supplier -------------------------------------------------------- OMNIQ Corp. announced that it has received a $2.2 million project from a leading supplier of pharmaceuticals and medical supplies. The project is for Android-based handheld devices (IoT), running applications, used in managing the customer's total supply chain level operations within its warehouses, distribution centers, and up to the point of delivery to their own customers. This application ensures proper timing, routing, and proof of delivery ensuring customer success. The order includes special services and support, provided by omniQ. Shai Lustgarten, CEO, of omniQ commented "This project is a strong vote of confidence by one of the largest and most prestigious worldwide suppliers of pharmaceuticals and medical supplies. Our team's dedication to meeting the evolving demands of our long-standing customers has been instrumental in fostering enduring partnerships. We continue to focus on delivering unparalleled customer service, providing seamless technology upgrades, and ensuring nationwide support for rapid deployment. This project is a prime example of how our customers recognize the value of our service and expertise as they put their trust in us to help meet their evolving demands. In parallel, our latest AI Solutions-based business has shown promising growth, backed by our consistent delivery of legacy offerings. This blending of new and proven solutions forms a strong foundation of stability and growth for our company. As we continue to propel our business forward, we take pride in the fact that our long-standing customers continue to place their trust in us, validating our competitive advantages within the industry. Additionally, our commitment to embracing new technologies and constantly improving our offerings allows us to stay ahead of the curve and cater to the evolving market needs." About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. P&P CONSTRUCTION: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized P&P Construction Group, LLC and affiliates to use cash collateral, on an interim basis in accordance with the budget, with a 10% variance, pending a final hearing. The Debtors require the use of cash collateral to pay their direct operating expenses and obtain goods and services needed to carry on their businesses. The Debtors are alleged to be party to a Loan and Security, dated December 31, 2021, between Debtor BRH-Garver Construction, LLC, as borrower, Debtor P&P Construction Group, LLC, as guarantor, and Community Bank of Texas, N.A., as lender, pursuant to which the Prepetition Lender made available to Garver a term loan facility in the original principal amount of $18 million and a revolving credit facility up to $3 million or a lesser amount determined by the borrowing base provisions under the Prepetition Loan Agreement. As of the Petition Date, the outstanding principal balance due under the Term Loan was alleged to be approximately $12.1 million, and the outstanding principal balance due under the Revolver was alleged to be $4 million, in each case plus accrued interest, fees, and other charges due and payable under the Prepetition Loan Agreement. The Prepetition Loans are alleged to be secured by first priority liens on and security interests in substantially all of Garver's assets, including the Garver's accounts receivable and equipment. P&P Construction Group, LLC, guaranteed repayment of the Term Loan on the terms set forth in the Guaranty Agreement executed by P&P Construction Group, LLC, in favor of the Prepetition Lender contemporaneously with the Prepetition Loan Agreement. As adequate protection, the Prepetition Lender is granted valid, perfected liens and enforceable post-petition replacement security interests in all property of the Debtors. The Replacement Lien will be in addition to all other rights of the Prepetition Lender, including the Prepetition Lender's existing prepetition liens on and security interests in property of the Debtors. As further adequate protection, the Prepetition Lender is granted pursuant to 11 U.S.C. section 507(b) a superpriority claim in such amount if and to the extent the Replacement Lien is insufficient to provide adequate protection against the diminution, if any, in value of the Prepetition Lender's interest in any collateral resulting from the use of cash collateral. The priority of the Superpriority Claim will be senior in priority of payment over the Debtors' intercompany administrative claims and any and all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code. As further adequate protection, the Debtors will make a monthly cash payment to the Prepetition Lender in the amount of $75,000 commencing on June 1, 2023, and monthly thereafter until the occurrence of a Termination Event. The cumulative amount of the Adequate Protection Payments due for the months of June, July, and August 2023 (giving credit for partial Adequate Protection Payments previously made to the Prepetition Lender totaling $50,000) will be paid in the amount of $175,000 by wire initiated within one business day after the entry of the Interim Order. The next Adequate Protection Payment of $75,000 will be paid by wire initiated on or before September 1, 2023 and monthly thereafter on the first day of each month until the occurrence of a Termination Event. The Prepetition Liens and the interests of the Sureties, if any, in cash collateral, including Bonded Contract Proceeds, are subject and subordinate in all respects to a carve-out in an amount equal to the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate pursuant to 31 U.S.C. section 3717; (ii) all reasonable fees, costs, and expenses up to $100,000 incurred by a trustee under section 726(b); (iii) to the extent allowed by the Court on an interim or final basis at any time, all unpaid fees, costs, and expenses of the Debtors (up to $100,000) or any statutory committee (up to $50,000) earned, accrued, or incurred by persons or firms retained by the Debtors. The Debtors' access to cash collateral will terminate upon earliest to occur of any of the following: (a) September 22, 2023, if a hearing on confirmation of the Plan is not commenced, subject to the Court's availability, on or prior to such date; (b) the next business day after the Debtors fail to timely initiate the Catch-Up Payment or any subsequent Adequate Protection Payment in accordance with the Interim Order; (c) The Debtors' chapter 11 cases are dismissed or converted to cases under chapter 7 of the Bankruptcy Code; (d) Either (i) the Court enters an order appointing a trustee or an examiner with enlarged powers (beyond those set forth in sections 1104(c) and 1106(a)(3) and (4)) for the Debtors; or (ii) the Debtors file a motion, application, or other pleading consenting to or acquiescing in any such appointment; (e) The Court suspends these chapter 11 cases under section 305; (f) A transaction is consummated that results in the sale or disposition of all or substantially all of the assets of the Debtors and their estates; (g) The Interim Order becomes stayed, reversed, vacated, amended, or otherwise modified in any respect without the prior written consent of Prepetition Lender; (h) the Court enters an order terminating or modifying the automatic stay for any creditor asserting a lien in the Collateral other than the Prepetition Lender; (i) the Court enters an order invalidating, subordinating, or otherwise sustaining any Challenge to the Prepetition Liens, the Replacement Liens, or the Superpriority Claims granted to the Prepetition Lender; (j) The occurrence of any Event of Default under the terms of the Interim Order which remains uncured for five business days after the written notice of such Event of Default is filed with the Court and served upon counsel for the Debtors; and (k) With respect to the Sureties, any Bonded Contract is terminated by the Debtors or by further Court order, but only as to the Bonded Contract Proceeds relating to such Bonded Contract. These events constitute an "Event of Default": (a) The Debtors fail to timely and punctually perform any of their obligations in accordance with the terms hereof or otherwise defaults hereunder or breaches any provision thereof; (b) Any representation or warranty made in any certificate, report, expense statement, other financial statement, or other document delivered to the Prepetition Lender or the Sureties after the Petition Date proves to have been false or misleading in any material respect as of the time when made or given; (c) Any other person or entity obtains an order permitting the use of cash collateral without the written consent of the Prepetition Lender; and (d) The Replacement Liens granted to the Prepetition Lender ceases to convey, subject to the Carve-Out, a valid and perfected first priority lien on and security interest in the property of the Debtors. (e) Any Surety or obligee on a Bonded Project receives a notice of claim sent by a subcontractor, supplier, vendor, or laborer under Subchapter C of Chapter 2253 of the Texas Government Code for labor performed or materials provided, including equipment rental, after the Petition Date, for which such claimant has not been paid. A further status conference on the matter is set for September 21 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=C483jJ from PacerMonitor.com. About P&P Construction Group, LLC P&P Construction Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90292) on April 12, 2023. In the petition signed by Jeffrey Anapolsky, its chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Christopher Lopez oversees the case. Michael P. Cooley, Esq., at Reed Smith, LLP, represents the Debtor as legal counsel. PALMER DRIVES: Court OKs $1.5MM DIP Loan from Goodman Capital ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Palmer Drives Controls & Systems, Inc. to use cash collateral and continue borrowing under a Factoring Agreement with Goodman Capital Finance, on a final basis. As previously reported by the Troubled Company Reporter, on January 26, 2023, the Debtor and Goodman Capital entered into the Factoring Agreement, which is essentially a line of credit based upon the Debtor's receivables and inventory. The pertinent terms of the Factor Agreement are: a. The Debtor sells to GCF certain of its receivables. GCF, at its discretion, elects to purchase the receivable through an advance. b. GCF places the advance in a reserve account, which is then advanced to the Debtor as requested by the Debtor, and provided there is not a default under the lending agreement. c. The loan is a non-recourse loan. d. GCF is the holder of security interest in substantially all of the assets of the Debtor. e. Paragraph 7(b) of the Factoring Agreement details the events of default and paragraph 7(c) details the remedies in the event of a default. f. GCF advances 85% of any receivable it purchases from the Debtor and reserves 15%. g. The interest rate under the Factoring Agreement is prime plus 1.75%, with a floor of 9.25%. h. The term of the Factoring Agreement is for 24 months, with renewal terms of 12 months. i. The facility maximum is $1.5 million. j. There are fees associated with Factoring Agreement. GCF asserts a lien on substantially all of the Debtor's assets, including cash collateral, pursuant to a UCC-1 financing statement filed on January 11, 2023. As of the Petition Date the GCF is owed approximately $759,476. The U.S. Small Business Administration is asserting it has a properly perfected first priority security interest in certain of the Debtor's assets. The SBA and GCF are parties to the Subordination Agreement in which the SBA subordinated to the benefit of GCF its lien in the Debtor's accounts receivables, and invoices, inventory, general intangibles, and proceeds thereof relating to such accounts receivables. Notwithstanding anything to the contrary, the lien of the SBA on the Subordinated Collateral is and will be subordinated to the liens of GCF securing the repayment of all pre-petition indebtedness and post-indebtedness owed by the Debtor to GCF pursuant to the Factoring Documents in the maximum amount of $1.5 million. The Debtor will pay to the SBA $2,472 on a monthly basis as an adequate protection payment to the SBA. GCF's holds a pre-Petition Date secured claim in the principal amount of $697,754, plus all interest accrued and accruing thereon, together with all costs, fees, expenses and all other Obligations. The Debtor is authorized to immediately borrow and obtain Advances and to incur indebtedness and other post-petition obligations and use cash collateral pursuant to the Budget through the date that is the earlier of the final hearing or an Event of Default, plus payments to the Subchapter V Trustee and the SBA. To the extent that any party possesses a properly perfected security interest in the Debtor's cash collateral, as adequate protection for the Debtor's use of cash collateral: a. The Debtor will provide such party with a replacement lien on all post-petition accounts receivable to the extent that the use of cash collateral results in a decrease in the value of such party's interest in the cash collateral pursuant to 11 U.S.C. section 361(2); b. The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. The Debtor will provide to such secured party all periodic reports and information filed with the Bankruptcy Court, including debtor-in-possession reports; d. The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month; e. The Debtor is authorized to pay under the Budget all expenditures budgeted for in July plus any amounts budgeted in August on a proportional daily basis, plus the full amount of any payroll obligations, through the date of a final hearing; f. The Debtor will pay all post-petition taxes; and g. The Debtor will retain in good repair all collateral in which such party has an interest. A copy of the order is available at https://urlcurt.com/u?l=JaBjad from PacerMonitor.com. About Palmer Drives Controls and Systems, Inc. Palmer Drives Controls and Systems, Inc. is a nationally recognized manufacturer of industrial electrical control equipment, including magnetic motors starters and industrial controls panels. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13002) on July 10, 2023. In the petition signed by Lynn Weberg, president, the Debtor disclosed $3,328,915 in assets and $3,118,969 in liabilities. Judge Joseph G Rosania, Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. PARAMOUNT RESTYLING: Has Deal on Cash Collateral Access ------------------------------------------------------- Paramount Restyling Automotive Inc., GemCap Holdings, LLC, and the U.S. Small Business Administration advised the U.S. Bankruptcy Court for the Central District of California, Riverside Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agreed that they Debtor may use cash collateral on a final basis through the effective date of the Debtor's plan of reorganization pursuant to the terms thereof and the budget. The Debtor is permitted to deviate from the budget up to 15% on a line-item basis and up to 15% on a collective monthly basis or by such other amounts as stipulated by the Debtor and the Secured Creditors, and on the first day of each month, the Debtor will make monthly payments in the amount of (i) $36,000 to GemCap and (ii) $2,485 to SBA. The Secured Creditors are each granted replacement liens on, and security interests in, the assets of the bankruptcy estate of the Debtor, with the same extent, validity, and priority (if any) as the pre-petition liens of each Secured Party on prepetition collateral and all postpetition proceeds obtained by the Debtor from such pre-petition collateral, to the extent of any diminution in the cash collateral of the Secured Creditors after the petition date resulting from the use of any cash collateral by the Debtor. The Replacement Liens are effective immediately without the requirement for any additional action by the Secured Creditors, including the recordation of any new or amended UCC-1 financing statements, provided that the automatic stay under 11 U.S.C. section 362 is lifted to the extent that any Secured Creditor, for the avoidance of doubt, desire to record any new or amended UCC-1 financing statements to reflect the relief granted in the Order. A copy of the stipulation and the Debtor's budget is available at https://urlcurt.com/u?l=GIgRzH from PacerMonitor.com. The Debtor projects total cash paid out, on a monthly basis, as follows: $704,224 for August 2023; $769,154 for September 2023; $695,577 for October 2023; $694,224 for November 2023; and $703,077 for December 2023. About Paramount Restyling Automotive Inc. Paramount Restyling Automotive Inc. is a manufacturer of automotive parts, accessories, and tires. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10069) on January 9, 2023. In the petition signed by Samson Yang, vice president and authorized signatory, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Wayne Johnson oversees the case. David L. Neale, Esq., at Levene, Neale, Bender, Yoo & Golubchik, LLP, represents the Debtor as legal counsel. PARATEK PHARMACEUTICALS: Raises Going Concern Doubt --------------------------------------------------- Paratek Pharmaceuticals, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that substantial doubt is deemed to exist regarding the Company's ability to continue as a going concern for the next 12 months. The Company has incurred significant losses since inception in 1996. The Company has generated an accumulated deficit of $965.1 million through June 30, 2023 and may require substantial additional funding in connection with the Company's continuing operations to support clinical development and commercialization activities associated with NUZYRA. As of June 30, 2023, the Company had cash and cash equivalents of $42.7 million on hand. The Company said its current level of cash and cash equivalents may not be sufficient to fund operations for the next 12 months. On June 6, 2023, the Company announced it had entered into a definitive agreement to be acquired by Gurnet Point Capital and Novo Holdings A/S in a transaction valued at approximately $462.0 million, including the assumption of debt and assuming full payment of a Contingent Value Right. Debt financing of $175.0 million for the Merger will be provided by funds managed by Oaktree Capital Management, L.P. Under the terms of the Merger Agreement, Gurnet Point, a healthcare investment firm, and Novo Holdings, a holding and investment company responsible for managing the assets and wealth of the Novo Nordisk Foundation, will acquire all outstanding shares of Paratek for $2.15 per share in cash, plus a CVR of $0.85 per share payable upon the achievement of $320.0 million in U.S. NUZYRA net sales (excluding certain permitted deductions, payments under Paratek's contract with ASPR-BARDA, certain government payments and certain royalty revenue) in any calendar year ending on or prior to December 31, 2026. The transaction, which the Company's Board of Directors has unanimously approved, is subject to customary closing conditions, including approval by stockholders and receipt of regulatory approvals. Following completion, Paratek will become a private company and will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, nor be traded on Nasdaq Global Market. Between July 11, 2023 and July 27, 2023, the Company received eight demand letters, each from a purported stockholder of the Company alleging to have identified purportedly materially misleading and incomplete statements in the preliminary proxy statement filed by the Company on June 30, 2023. Certain of the Demand Letters also purport to raise issues with aspects of the process that led to the Merger. Certain of those Demand Letters were served pursuant to Section 220 of the Delaware General Corporation Law and seek books and records of the Company related to the Merger. The Company believes the allegations asserted in the Demand Letters are without merit. Additional demand letters or lawsuits relating to the Merger may also be received and/or filed in the future. According to Paratek, if the transaction with Gurnet Point and Novo Holdings is not consummated, the Company expects to finance future cash needs primarily through a combination of product sales, royalties, public or private equity offerings, debt or other structured financings, strategic partnership opportunities, government funding and active management of cash and expenses through operational efficiencies. With the Company's convertible notes coming due on May 1, 2024, the Company believes it will need to successfully execute one or more financing transactions prior to that date or otherwise risk bankruptcy. The Company anticipates that any financing transactions, if they could be completed, would likely be substantially dilutive to current Company stockholders. Paratek said, "Further, to fund our future cash needs in absence of the transaction with Gurnet Point and Novo Holdings, the Company's plans would require it to significantly reduce its workforce, including substantial reductions among the sales force, without materially negatively impacting the Company's ability to generate sales of NUZYRA or to otherwise successfully operate its business. The Company also anticipates that an amendment to the convertible notes would likely require the grant of a security interest, thereby restricting the Company's ability to raise debt financing in the future. There can be no assurance that the Company would be successful in securing additional funds on acceptable terms, or at all. If additional funds are not available, the Company may be forced to cease operations, significantly reduce operating expenses or delay, curtail, or eliminate one or more of its development programs or its business operations." Paratek posted a net loss of $14.5 million for the three months ended June 30, 2023, compared to a net loss of $17.6 million for the same period in 2022. It posted a net loss of $34.7 million for the six months ended June 30, 2023, down from a net loss of $35.5 million for the same six-month period a year ago. About Paratek Pharmaceuticals Paratek Pharmaceuticals, Inc., is a Delaware corporation with its corporate office in Boston, Massachusetts and an office in King of Prussia, Pennsylvania. The Company is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel life-saving therapies for life-threatening diseases or other public health threats for civilian, government and military use. The U.S. Food and Drug Administration approved commercial product, NUZYRA(R) (omadacycline), a once-daily oral and intravenous antibiotic for the treatment of adult patients with community-acquired bacterial pneumonia, or CABP, and acute skin and skin structure infections, or ABSSSI, caused by susceptible pathogens. The Company retains worldwide commercial rights to omadacycline, with the exception in the People's Republic of China, Hong Kong, Macau and Taiwan, where it has entered into a collaboration agreement with Zai Lab (Shanghai) Co., Ltd. As of June 30, 2023, Paratek had $145.7 million in total assets against $347.1 million in total liabilities. PARTY CITY: Okayed to Get Votes for Revised Bankruptcy Plan ----------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Party City Holdco Inc. received conditional approval to solicit votes on its newly revised bankruptcy plan during a bankruptcy hearing on Monday, July 31, 2023. US Bankruptcy Judge David Jones conditionally approved the company’s disclosure statement, which allows the retailer to start collecting votes. The company recently rehashed its plan after it struggled to meet financial projections. Under the plan, lenders who provided bankruptcy financing will have the option to be repaid in second-lien notes instead of cash, court papers show. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PEAK SERUM: Unsecureds to Split $20K in Trustee Plan ---------------------------------------------------- Jay Roderick, Chapter 11 trustee of Peak Serum, Inc., filed a Plan of Liquidation and a Disclosure Statement, on July 28, 2023. The Plan will provide the Debtor with an opportunity to maximize the return for creditors through a liquidation of assets. The Debtor is a sales company and its related assets are limited to inventory (fetal bovine serum and medical gloves), accounts receivable, and equipment. The Debtor does not own any real estate or intellectual property. Unsecured Claims against the Debtor are as follows: 1. The Kutrubes Family Trust and James and Susan Kutrubes (collectively "Kutrubes Family"). These claims are the subject of litigation in Adv. Proc. 21-01249. Trustee and Kutrubes Family have reached a settlement agreement to resolve these disputes, which will be filed with the Bankruptcy Court for approval; 2. Atlas Biologicals, Inc. in the amount of $2,356,735 as reflected in Claim 6 filed with the Bankruptcy Court; and 3. Integrity Lang Group, LLC in the amount of $17,640.02 as reflected in Claim 7 filed with the Bankruptcy Court. Under the Plan, Class 3 General Unsecured Claims are impaired under the Plan. Each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the Plan Payment, which totals $20,000. The Trustee believes the Plan is feasible. The Debtor expects to have sufficient cash on hand on the Effective Date to meet all payments due at that time, or shortly thereafter, depending upon the timing of Claim allowance. On the Effective Date, except as otherwise provided in the Plan or ordered by the Court, the Trustee will pay all Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Other Priority Tax Claims as set forth in the Plan. On the Effective Date, all reserve cash and first payment on the Acquisitions Note will then be distributed pursuant to the Plan as follows: (a) First, in full and complete payment of the class 2 Allowed Claim; (b) Second, in full and complete payment of the US Trustee Fees and Priority Tax Claims; (c) Third, in full and complete payment of the Class 4 claims; and (d) Fourth, pro rata, to the remaining allowed Administrative Claim, including Professional Fee Claims. The Purchaser will distribute the Plan Payments, pro rata, to the Allowed General Unsecured Claims, Class 3. Attorneys for the Trustee: John C. Smiley, Esq. SENDER & SMILEY, LLC 600 17th Street, Suite 2800 Denver, CO 80212 Tel: (303) 454-0508 E-mail: jsmiley@sendersmiley.com - and - Katharine S. Sender, Esq. COHEN & COHEN, P.C. 1720 S. Bellaire, Suite 205 Denver, CO 80222 Tel: (303) 933-4529 Fax: 1-866-230-8268 E-mail: ksender@cohenlawyers.com A copy of the Disclosure Statement dated July 28, 2023, is available at bit.ly/3DGEn0N from PacerMonitor.com. About Peak Serum Headquartered in Wellington, Colo., Peak Serum is a privately owned and independent supplier of life science laboratory products. Its core focus is Fetal Bovine Serum (FBS) for cGMP/clinical trial research and diagnostics applications. It offers a wide range of 100% US Origin and USDA-Approved FBS products for all levels of research compliance. Peak Serum sought Chapter 11 protection (Bankr. D. Colo. Case No. 19-19802) on Nov. 13, 2019. At the time of the filing, Debtor disclosed total assets of $956,300 and total liabilities of $3,580,644. Thomas Kutrubes, president and chief executive officer, signed the petition. Judge Joseph G. Rosania Jr. oversees the case. The Debtor tapped Wadsworth Garber Warner Conrardy, P.C. as its legal counsel and Dennis & Company as its accountant. Jay Roderick is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. The trustee is represented by Sender & Smiley, LLC and Cohen & Cohen, LLC. PGX HOLDINGS: Reaches Deal With Lenders on Sale Plan, Ch.11 Loan ---------------------------------------------------------------- Vince Sullivan of Law360 reports that credit repair firm PGX Holdings Inc. told a Delaware bankruptcy judge Monday that it reached a global settlement agreement with its post-petition lenders and its creditors that allow Chapter 11 financing and sale procedures to be presented on a consensual basis. The Bankruptcy Court on Aug. 4, 2023, entered a final order authorizing the Debtors to obtain postpetition financing, and an order approving bidding procedures for the sale of substantially all of the Debtors' assets. If the Debtors receive qualified competing bids within the requirements and time frame specified by the Bidding Procedures, the Debtors will conduct an auction of the Assets on August 15, 2023, at 5:00 p.m. (prevailing Eastern Time) virtually through Zoom. The Debtors will seek approval of the Sale at a hearing scheduled to commence on August 25, 2023, at 10:00 a.m. (prevailing Eastern Time) before the Honorable Craig T. Goldblatt, United States Bankruptcy Judge for the Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Courtroom No. 7, Wilmington, Delaware 19801. At the sale hearing, the Debtors will seek approval of the sale of substantially all of the assets of PGX to Lender AcquisitionCo LLC and of substantially all of the assets of Lexington Law to AcquisitionCo, or an alternative asset purchase agreement with a successful bidder at auction. About PGX Holdings PGX Holdings, Inc., and affiliates are credit repair service providers, helping customers repair their credit and achieve their credit goals. PGX Holdings helps consumers access and understand the information contained in their credit reports, ensure that the information contained in those reports is fair, accurate, and complete, and address other factors that may negatively impact their credit scores. PGX Holdings, Inc., and its affiliates, including John C. Heath, Attorney At Law PC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10718) on June 4, 2023. In the petition signed by Chad Wallace, chief executive officer and president, the Debtor disclosed up to $500 million in assets and up to $10 billion in liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Kirkland & Ellis and Klehr Harrison Harvey Branzburg, LLP as bankruptcy counsels; Greenhill & Co., LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Holland & Hart, LLP, Williams & Connolly, LLP, Pachulski Stang Ziehl & Jones, LLP and Landis Rath & Cobb, LLP serve as the Debtors' special counsels. Kurtzman Carson Consultants, LLC is the claims, noticing and administrative agent. PHASEBIO PHARMACEUTICALS: Unsecureds Will Get 3.4% to 3.6% in Plan ------------------------------------------------------------------ PhaseBio Pharmaceuticals, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware aq Combined Disclosure Statement and Chapter 11 Plan dated August 1, 2023. The Debtor is a publicly held Delaware corporation whose stock was listed on the Nasdaq Global Market under the symbol PHAS. Prior to the Petition Date, the Debtor was a clinical-stage biopharmaceutical company focused on the development and commercialization of novel therapies for cardiovascular diseases. The Combined Disclosure Statement and Plan constitutes a liquidating chapter 11 plan for the Debtor. The Combined Disclosure Statement and Plan provides that, upon the Effective Date, the Liquidation Trust Assets will be transferred to the Liquidation Trust and the Debtor will be dissolved. The Liquidation Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Combined Disclosure Statement and Plan and the Liquidation Trust Agreement. Following the closing of the SFJ Settlement and Sale Transaction and the NonBentracimab Asset Sales, the Debtor and the Committee engaged in discussions regarding the Debtor's potential paths to exit chapter 11. As a result of these discussions, the Debtor and the Committee reached a settlement regarding the resolution of the Chapter 11 Case (the "Global Settlement"). The Global Settlement contemplates, among other things: * the wind-down of the Debtor and its Estate pursuant to the Combined Disclosure Statement and Plan; * the agreement by the Released Directors & Officers to waive their right to payment of all Board Fees and Expenses for service on the Debtor's board from and after January 1, 2023; * the agreement by the Transition Services Participants to waive their right to recover their share of the Initial Bentracimab Royalties Recovery under the terms of the Committee Settlement; * in exchange for the consideration being provided pursuant to the Global Settlement, the Released Parties and the Exculpated Parties shall receive the releases and exculpation set forth in the Combined Disclosure Statement and Plan, provided however, that any Released Claims or Causes of Action that are or may be covered by the D&O Insurance Policies are released solely to the extent that any recoveries on account of those Released Claims or Causes of Action exceed the available limits of the D&O Insurance Policies; and * each of the Debtor and the Committee agrees to support confirmation of the Combined Disclosure Statement and Plan, including the treatment provided to such parties. The Debtor believes that the Global Settlement represents a fair and reasonable settlement of all issues relating to the Chapter 11 Case. In particular, the Global Settlement provides for the orderly wind down of the Debtor and its Estate and enhances initial recoveries to Holders of Allowed General Unsecured Claims. Absent the Global Settlement and the agreement by the Released Directors & Officers to, among other things, waive certain Board Fees and Expenses and their right to recover their share of the Initial Bentracimab Royalties Recovery under the terms of the Committee Settlement, Holders of Allowed General Unsecured Claims would recover less on account of their Claims. Accordingly, the Debtor believes that the Global Settlement is fair, reasonable, in the best interests of the Debtor's Estate and should be approved. Class 3 General Unsecured Claims total $26,919,721. Each holder of an allowed general unsecured claim will receive one or more distributions equal to its Pro Rata share of the Class 3 Distributable Assets as such distributions become available as is reasonably practicable in the reasonable discretion of the Liquidation Trustee. Creditors will recover 3.4% to 3.6% of their claims. Class 3 is impaired. Allowed Claims, Allowed Equity Interests, and any amounts necessary to wind down the Debtor's Estate shall be paid from the Liquidation Trust Assets, subject to the limitations and qualifications. A copy of the Solicitation Version of the Combined Disclosure Statement and Plan dated August 1, 2023, is available at https://urlcurt.com/u?l=u9xeVq from Omniagentsolutions, the claims agent. Counsel to the Debtor: Daniel J. DeFranceschi, Esq. Michael J. Merchant, Esq. Brendan J. Schlauch, Esq. Sarah E. Silveira, Esq. James F. McCauley, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square, 920 N. King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: defranceschi@rlf.com merchant@rlf.com schlauch@rlf.com silveira@rlf.com mccauley@rlf.com - and - Cullen Drescher Speckhart, Esq. Olya Antle, Esq. COOLEY LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004 Telephone: (202) 842-7800 Facsimile: (202) 842-7899 E-mail: cspeckhart@cooley.com oantle@cooley.com - and - Robert L. Eisenbach III, Esq. COOLEY LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111 Telephone: (415) 693-2000 Facsimile: (415) 693-2222 E-mail: reisenbach@cooley.com About Phasebio Pharmaceuticals PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is focused on the development and commercialization of novel therapies to treat orphan diseases, with an initial focus on cardiopulmonary indications. It is based in Malvern, Pa. PhaseBio Pharmaceuticals filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on Oct. 24, 2022. In the petition filed by its chief executive officer, Jonathan Mow, the Debtor reported $17,970,000 in assets and $21,320,000 in debt as of Aug. 31, 2022. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards, Layton & Finger, PA as Delaware bankruptcy counsel; SierraConstellation Partners, LLC as financial advisor; KPMG, LLP as tax consultant; and Miller Buckfire & Co. as investment banker. Omni Agent Solutions is the claims, noticing and administrative agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 3, 2022. McDermott Will & Emery, LLP and FTI Consulting, Inc., serve as the Committee's legal counsel and financial advisor, respectively. PLX PHARMA: Sept. 13 Plan Confirmation Hearing Set -------------------------------------------------- Judge Mary F. Walrath has entered an order approving Plx Pharma Winddown Corp., et al.'s Combined Disclosure Statement and Plan on an interim basis for solicitation purposes only. The Plan confirmation hearing is scheduled for Sept. 13, 2023 at 2:00 p.m. (prevailing Eastern Time). Any objections to approval and confirmation of the Combined Disclosure Statement and Plan on any grounds, including the adequacy of the disclosures therein must be filed and served by no later than 4:00 p.m. (prevailing Eastern Time) on Sept. 1, 2023. To be counted as votes to accept or reject the Combined Disclosure Statement and Plan, a Ballot must be properly executed, completed, and delivered, so that it is actually received no later than 4:00 p.m. (prevailing Eastern Time) on Sept. 1, 2023. If any claimant seeks to challenge the allowance of its Claim for voting purposes in accordance with the Tabulation Rules and Procedures, such claimant must file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing its Claim in a different amount or classification for purposes of voting to accept or reject the Plan no later than 7 days before the Voting Deadline and serve the Rule 3018 Motion on counsel for the Debtors. The Debtors and any other party in interest may file a reply to any objections or brief in support of approval of the Combined Disclosure Statement and Plan by no later than 12:00 p.m. (prevailing Eastern Time) on September 11, 2023. Holders of administrative expense claims that arose or accrued on or after the Petition Date through and including the date of entry of this Order are required to file a request for allowance of such Initial Administrative Claim by 4:00 p.m. (prevailing Eastern time) on September 1, 2023. About PLx Pharma PLx Pharma Inc. and PLx Opco Inc. are a commercial-stage drug delivery platform technology company, focused on improving how and where active pharmaceutical ingredients are absorbed in the gastrointestinal tract, via its clinically-validated and patent-protected PLxGuard technology. PLx Pharma Inc. and PLx Opco filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10456) on April 13, 2023. The petitions were signed by Lawrence Perkins as chief restructuring officer. The Hon. Mary F. Walrath oversees the cases. As of Dec. 31, 2022, the company had $21,750,000 in total assets against $12,285,000 in total liabilities. Lawyers at Olshan Frome Wolosky LLP and Young Conaway Stargatt & Taylor LLP serve as counsel to the Debtors; SierraConstellation Partners serves as CRO Provider; Donlin, Recano & Company serves as notice, claims, solicitation & balloting agent. POLARIS OPERATING: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Polaris Operating, LLC and affiliates to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtors require the continued use of cash collateral in the immediate future to preserve their business as a going concern and to avoid an emergency shut-down of their wells. Beginning in 2020, the Debtors began experiencing issues with cash flow and liquidity. The global pandemic created a payables overhang that eventually proved too difficult for the company to overcome. In an effort to address their liquidity issues and capital needs caused by the pandemic, the Debtors applied for, and in September of 2020, consummated a refinancing with Vista Bank through the Main Street Lending Program in the aggregate principal amount of $29 million. The terms of the Debtors' refinancing through the Program called for one year of no interest or principal payments, followed by four years of monthly interest only payments (beginning October 2, 2021), based on 3 Month LIBOR in effect on the Change Date plus 3.000 percentage points, with outstanding principal payments of 15% due on the third and fourth anniversaries of the loan consummation and 70% of the principal due on the fifth anniversary. On October 2, 2021, the Debtors' began making monthly interest payments, however, given the variable interest rate (LIBOR plus 3.000 percentage points), and the ever increasing inflation, those monthly interest payments have continued to balloon since June of 2022. Prior to the Petition Date, CCCB executed a Loan Agreement, dated September 2, 2020 with the Prepetition Lender incurring certain obligations. In addition to the First Lien Debt, and in response to the Debtors'ever increasing cash liquidity issues as the interest rates continued to climb in the fourth quarter of 2022 up through the Spring of 2023, the Debtors entered into a number of "Receivables Purchase Agreements" whereby the Debtors sold and assigned certain accounts receivables to Global Merchant Cash, Inc., Libertas Funding, LLC, and Swift Funding Source Inc., in exchange for one-time lump sum payments. In total, the Debtors owe approximately $2 million to the Factoring Group as of the Petition Date. In addition to the prepetition First Lien Debt and the Factoring Debt, the Debtors have substantial unsecured debt owed to numerous trade creditors, working interest owners and royalty owners, among others. In the ordinary course of business, the Debtors have engaged in numerous strategic relationships with various service providers in relation to their operations which are critical to maintaining the value of the Debtors' estates. Due to the various liquidity issues described herein, the Debtors do not have sufficient cash flow to service the First Lien Debt, pay the trade payables and royalty and working interest obligations. The Debtors estimate that they have incurred approximately $5 million in unsecured trade debt and approximately $1.7 million in working interest and royalty payment obligations owed as of the Petition Date. As adequate protection, the Secured Lender is granted valid, automatically perfected and enforceable additional adequate protection replacement liens in accordance with the priority of the applicable Secured Lender's prepetition security interests and liens and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. Subject to the Carve-Out, and to the extent of any Diminution in Value, the Secured Lenders are further granted an allowed superpriority administrative expense claim as provided and to the full extent allowed by 11 U.S.C. sections 503(b) and 507(b), with priority over all administrative expense claims and unsecured claims against the Debtor and its estate, now existing or hereafter arising, of any kind or nature whatsoever. A second interim hearing to consider entry of the Second Interim Order is set for August 21, 2023 at 1 p.m. A copy of the motion is available at https://urlcurt.com/u?l=pvsZUZ from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=2fJXPh from PacerMonitor.com. About Polaris Operating, LLC Polaris Operating, LLC and affiliates are privately held independent oil and gas companies focused on acquiring, optimizing and developing conventional oil and gas properties with re-development and new development opportunities. The Debtors' core area of operations is in the Texas Panhandle, specifically in Moore, Potter and Roberts counties, where they own and operate hundreds of shallow oil and gas wells with a significant amount infrastructure including gathering systems, power lines, disposal wells, workover rigs and water trucks. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-32810) on July 28, 2023. In the petition signed by Christopher Czuppon, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. OKIN ADAMS BARTLETT CURRY LLP represents the Debtor as counsel. DONLIN, RECANO & COMPANY, INC. is the notice, claims and balloting agent. PONTCHARTRAIN LLC: Seeks Cash Collateral Access Thru Dec 31 ----------------------------------------------------------- Pontchartrain, LLC asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral for the maintenance of its properties through December 31, 2023. The Debtor owns two residential properties, the Berendo Property and the 119th Property, which are operated as rental properties and serve as the Debtor's sole source of income. The first mortgage payments for the properties were not up to date when the bankruptcy case was initiated. The Covid pandemic caused rent payments to be delayed and prevented renovations from being completed, leading to the construction lender withholding further funding. The Debtor is the borrower for the Berendo Property loan, while the 119th Property was acquired with an existing mortgage. The Debtor believes there is equity in both properties: BERENDO AVENUE PROPERTY The Debtor currently collects a monthly rent of $3000, which is expected to increase by the end of 2023. Efforts to increase and stabilize rent from the current tenant, along with renovations to increase rentable footage, are expected to contribute to this increase. The Debtor has proposed a budget for the operation of the Property from August 1, to December 31, with a net rent over expenses of $1079 per month. This amount is projected to further increase after approximately 90 days, at which point the Debtor plans to begin making payments to secured lenders. 119TH STREET PROPERTY The Debtor currently collects rent of $4500 per month. The rent Debtor currently collects is expected to increase toward the end of 2023 as a result of efforts to increase and stabilize rent collected from the current tenant plus renovations which will increase the rentable footage. The Debtor has proposed a budget for the operation of the Property from August 1, to December 31, with a net rent over expenses of $2,525 per month. The Debtor proposes to begin tendering payments to secured lenders in September. The Lenders are fully secured via their liens on the Properties; therefore, the Debtor believes adequate protection payments are unnecessary. However, Debtor is willing to tender adequate protection payments during the initial pendency of the Bankruptcy Case until it is able to tender monthly mortgage payments and will communicate with secured creditors as to any amount either priority secured lender may require. A hearing on the matter is set for August 24, 2023 at 10 a.m. A copy of the motion is available at https://urlcurt.com/u?l=XIdKW8 from PacerMonitor.com. About Pontchartrain LLC Pontchartrain LLC is a Single Asset Real Estate with a principal place of business at 468 N. Camden Drive, Beverly Hills, CA 90210. Pontchartrain LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal.Case No. 23-14185) on July 5, 2023. In the petition filed by Marshall F. Dismuke, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Neil W. Bason oversees the case. The Debtor is represented by Rhonda Walker, Esq. PRETIUM PKG: $1.25B Bank Debt Trades at 38% Discount ---------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 61.9 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.25 billion facility is a Term loan that is scheduled to mature on October 1, 2028. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PRETIUM PKG: $350M Bank Debt Trades at 66% Discount --------------------------------------------------- Participations in a syndicated loan under which Pretium PKG Holdings Inc is a borrower were trading in the secondary market around 33.6 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Term loan that is scheduled to mature on October 1, 2029. The amount is fully drawn and outstanding. Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. PURDUE PHARMA: Trustee Wants Chapter 11 Plan Paused --------------------------------------------------- Rick Archer of Law360 reports that the Office of the U.S. Trustee on Friday, July 28, 2023, asked the U.S. Supreme Court to hit pause on a circuit decision allowing opioid maker Purdue Pharma's Chapter 11 plan to go forward, saying the high court should first decide if the company's former owners should be allowed to escape opioid liability. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. R&W CLARK CONSTRUCTION: Court OKs Cash Access Thru Aug 31 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized R&W Clark Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through August 31, 2023. As previously reported by the Troubled Company Reporter, three creditors may assert a security interest in and to the Debtor's assets: a. The Illinois Department of Employment Security asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from February 11, 2004 through December 11, 2018. The IDES asserts a secured claim in the amount of $294,758. b. The Internal Revenue Service asserts a security interest in the Collateral based upon the filing of notices of lien filed for the time period from August 7, 2012 through February 23, 2023. The IRS asserts a secured claim in the amount of $1,210,075. c. The U.S. Small Business Administration asserts a security interest in the Collateral by virtue of a UCC Financing Statement filed with the Illinois Secretary of State on March 12, 2021 related to two Notes, dated February 26, 2021 and September 7, 2021 in the amounts of $150,000 and $500,000, respectively. The current balance due the SBA is $650,000. Based upon the IDES' and the IRS' higher priority lien claims in and to the Collateral, there exists no equity in the Collateral to support the SBA's secured claim. As adequate protection, the IDES, the IRS and any other lien claimants are granted valid and perfected replacement liens in and to post-petition cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral (excepting avoidance actions of the estate) to the same extent and with the same priority as held pre petition. A further hearing on the matter is set for August 30, 2023 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=D3ezgT from PacerMonitor.com. About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC as counsel and Ziegler & Associates, Ltd. as accountant. RADIOLOGY PARTNERS: $1.64B Bank Debt Trades at 27% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Radiology Partners Inc is a borrower were trading in the secondary market around 72.6 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.64 billion facility is a Term loan that is scheduled to mature on July 9, 2025. The amount is fully drawn and outstanding. Radiology Partners, Inc. operates as a health care testing center. The Company offers diagnostic and interventional radiology services by local radiologists. Radiology Partners serves customers in the United States. RELIABLE CASTINGS: Donald Mallory Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Donald Mallory, Esq., a partner at Wood + Lamping, as Subchapter V trustee for Reliable Castings Corporation. Mr. Mallory will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mallory declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Donald W. Mallory, Esq. Wood + Lamping 600 Vine St., Ste. 2500 Cincinnati, OH 45202 Telephone: (513) 852-6094 Email: dwmallory@woodlamping.com About Reliable Castings Corporation Reliable Castings Corporation is a supplier of quality aluminum castings, specializing in aluminum, sand, and permanent mold castings, prototype castings, mold finishing and repair, and tooling design and fabrication. The company is based in Sidney, Ohio. Reliable Castings filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31157) on July 25, 2023, with up to $10 million in both assets and liabilities. Robert J. Kuhn, authorized representative, signed the petition. Judge Guy R. Humphrey oversees the case. Patricia J. Friesinger, Esq., at Coolidge Wall Co., L.P.A., represents the Debtor as legal counsel. RESERVE TECH: Case Summary & 12 Unsecured Creditors --------------------------------------------------- Debtor: Reserve Tech Inc. DBA AcquireCrowd 4343 MacArthur Blvd., #1032 Newport Beach, CA 92660 Case No.: 23-11603 Business Description: The Debtor provides advertising, public relations, and related services. Chapter 11 Petition Date: August 7, 2023 Court: United States Bankruptcy Court Central District of California Debtor's Counsel: Caroline R. Djang, Esq. BUCHALTER 18400 Von Karman Avenue, Suite 800 Irvine, CA 92612-0514 Tel: 949-760-1121 Fax: 949-720-0182 Email: cdjang@buchalter.com Total Assets: $1,280,293 Total Liabilities: $2,688,692 The petition was signed by Wesley Eads as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FXHTLMQ/Reserve_Tech_Inc__cacbke-23-11603__0001.0.pdf?mcid=tGE4TAMA RESOLUTE INVESTMENT: $105M Bank Debt Trades at 69% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Resolute Investment Managers Inc is a borrower were trading in the secondary market around 31 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $105 million facility is a Term loan that is scheduled to mature on April 30, 2025. The amount is fully drawn and outstanding. Resolute Investment Managers, Inc. is a diversified, multi-affiliate asset management platform that partners with more than 30 best-in-class affiliated and independent investment managers. RETAILING ENTERPRISES: Wins Cash Collateral Access Thru Sept 8 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Retailing Enterprises, LLC to use the cash collateral of the City National Bank of Florida on an interim basis in accordance with the budget. The Debtor asserted it has a pressing need to continue using cash collateral to continue operating as a going concern -- including funding its day-to-day operations which includes payroll, rent, vendors, and the purchase of inventory -- minimize disruption, and stabilize business operations in connection with the Chapter 11 case. As of the bankruptcy filing date, the Debtor owed CNB Florida about $7.6 million. The indebtedness is comprised of a line of credit and two term loans which are secured by, inter alia, a Promissory Note, Commercial Security Agreement, and Guaranties of Payment and Performance executed by Retailing Enterprises PR, Inc., Newport Venture Limited, The Watch Brand Company, LLC, and Mauricio Krantzberg. The Pre-Petition Secured Indebtedness is secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests on and encumbering substantially all of the tangible and intangible assets of the Debtor pursuant to the terms of the loan agreements, promissory notes, security agreements, pledge agreements, guaranties, UCC-1 financing statements and other related agreements. The Debtor is authorized to use cash collateral as set forth in the Third Interim Order commencing from August 6, 2023 through and including (but not beyond) the earliest to occur of (i) the date on which a Termination Event will occur, (ii) any order modifying the Debtor's authority to use cash collateral not consented to by the Lender, and (iii) the close of business on September 8, 2023; provided that such use of will be in accordance with the Budget and to pay Statutory Fees. These events constitute a "Termination Event": a. Failure of the Debtor to abide by the terms, covenants, and conditions of the Third Interim Order or the Budget; b. An application is filed by the Debtor for the approval of (or an order is entered by the Court approving) any claim arising under 11 U.S.C. section 507(b) of the Bankruptcy Code or otherwise, or any lien in the Chapter 11 Case, which is pari passu with or senior to the Pre-Petition Indebtedness or the adequate protection Replacement Liens granted herein, unless consented to in writing by the Lender; c. The commencement or support of any action by the Debtor or any other authorized person against the Lender to subordinate or avoid any liens made in connection with the Pre-Petition Secured Loan Documents or to avoid any obligations incurred in connection therewith; d. The use of cash collateral for any purpose not authorized by the Third Interim Order; e. Failure of the Debtor to timely pay undisputed fees of the U.S. Trustee pursuant to 28 U.S.C. section 1930; f. Appointment of a Chapter 11 trustee or the appointment of an examiner with expanded powers over the Debtor; g. Conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code; h. The Chapter 11 Case is dismissed; i. The entry of an order of the or any other Court of competent jurisdiction (other than the Final Order) reversing, staying, vacating or otherwise modifying in any material respect the terms of the Third Interim Order; or j. The Debtor seeks to obtain financing that does not satisfy the Pre-Petition Indebtedness in full that seeks to prime any of the Lender's Pre-Petition Liens or Replacement Liens. As adequate protection, the Lender is granted a continuing and perfected replacement security interest in, and lien on all of the Debtor's and the Debtor's estate's right, title and interest in and to the following property of the Debtor: (a) all Pre-Petition Collateral of the Lender, and (b) all property acquired by the Debtor after the Petition Date, which is of the same nature, kind, and character as the PrePetition Collateral, and all proceeds, profits, rents, and products thereof. The Replacement Liens will have the same priority, validity, force, extent, and effect as the liens that they replace, effective as of the Petition Date without the necessity of the Lender taking any further action, provided however that such Replacement Liens will be junior only to the Carve-Out. As additional adequate protection, in the event that the adequate protection provided in the Interim Order is insufficient to protect the interests of the Lender or from a diminution in value of the Pre-Petition Collateral arising from and after the Petition Date, subject to the Carve Out, the Lender's claim in the Chapter 11 Case for such adequate protection and/or diminution will have priority over any and all administrative expenses and all other claims against the Debtor. A further hearing on the matter is set for September 6, 2023 at 1:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=B8WKll from PacerMonitor.com. About Retailing Enterprises, LLC Retailing Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30, 2023. In the petition signed by Mauricio Krantzberg, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott M. Grossman oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor as legal counsel. REVOLVE CONSTRUCTION: Court OKs Interim Cash Collateral Access -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Revolve Construction, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. As adequate protection, the United States Small Business Administration, Mulligan Funding, Forward Financing, and Reliance Financial are granted a post-petition lien on all post-petition inventory and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens. The Debtor is directed to provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. The Debtor will also account for its projects on a project by project basis in order to determine which collections are cash collateral, which collections are trust funds under the Colorado Mechanics Lien Trust Fund statute, and which collections are subject to payment or performance bonds. A final hearing on the matter is set for August 30, 2023 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=fQOA20 from PacerMonitor.com. About Revolve Construction, Inc. Revolve Construction, Inc. is part of the residential building construction industry. Its services include: 3D rendering, architectural design, architectural drawings, custom home, energy-efficient homes, green building, log home construction, new home construction, project management, sustainable design, design-build. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13369) on July 28, 2023. In the petition signed by Jared Phifer, owner/president, the Debtor disclosed $475,249 in total assets and $2,482,339 in total liabilities. Judge Michael E Romero oversees the case. Keri L. Riley, Esq., at KUTNER BRINEN DICKEY RILEY PC, represents the Debtor as legal counsel. RISING TIDE: $397.8M Bank Debt Trades at 49% Discount ----------------------------------------------------- Participations in a syndicated loan under which Rising Tide Holdings Inc is a borrower were trading in the secondary market around 50.7 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $397.8 million facility is a Payment in kind Term loan that is scheduled to mature on June 1, 2028. The amount is fully drawn and outstanding. Rising Tide (d/b/a West Marine) retails recreational and commercial boating supplies, apparel, and other related merchandise. The company operates as a specialty retailer in the marine aftermarket, serving the repair and replacement outfitting needs of active marine enthusiasts and professional customers. Rising Tide is also involved in the wholesale distribution of products to commercial customers and other retailers through its port supply business line and stores. ROBS BAR: Court OKs Cash Collateral Access ------------------------------------------ Robs Bar & Grill, LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorizing the use of cash collateral on an interim basis in accordance with the budget. The Debtor seeks to use the cash collateral for expenses set forth in the budget and any other unforeseeable expenses that may arise and pose a threat to the Debtor's continued operations. A search in the Texas Secretary of State shows that allegedly secured positions are held by Alternative Funding Group Corp (UCC Filing 22-0044318498) and DMKA LLC dba The Smarter Merchant (UCC Filing 23-0020788515). The Debtor depends on the use of cash collateral for payroll and general operating expenses. It is critical to the operation of the Debtor's business, and to its reorganization efforts, that it be permitted to pay employees and expenses for the Debtor's sports bar and grill using cash collateral. Revenue is generated through the Debtor's sports bar and grill business. Moreover, such revenue will be deposited by Debtor in its DIP operating account pending entry of an order allowing use of cash collateral. As adequate protection, the lenders are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. The holders of allowed secured claims with a perfected security interest in the cash collateral, if any, as that term is defined in the Code, will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=UXCB5i from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=QDqq3H from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=o2ythx from PacerMonitor.com. The Debtor projects $65,364 in cash receipts and $64,380 in cash disbursements. About Robs Bar & Grill, LLC Robs Bar & Grill, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32814) on July 28, 2023. In the petition signed by Robert Curry, owner, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the case. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. SAFFIRE VAPOR: Wins Cash Collateral Access Thru Aug 15 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, authorized Saffire Vapor Retail, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, until the final hearing set for August 15, 2023. The Debtors contend that they require immediate use of cash collateral to continue business operations without interruption and avoid immediate and irreparable harm to the estates pending a final hearing on the Motion. SouthState Bank, N.A. as successor-in-interest to Atlantic Capital Bank, N.A. and Truist Bank assert liens on the Debtors' cash collateral. As adequate protection, Truist will receive a replacement security interest under 11 U.S.C. Sections 361(2) and 363(e), to the same extent and priority as Truist's purported security interest in the Debtors' prepetition property and the proceeds thereof. The replacement liens and security interests granted will be deemed perfected upon entry of the Order without the necessity of Truist taking possession of any collateral or filing financing statements or other documents. The Debtors will keep their assets insured by reasonable and sufficient insurance coverage as required by the terms of any loan documents executed by the Debtors in favor of Truist, and will, upon request and reasonable notice, provide Truist reasonable information to allow them to determine the extent to which the Debtors are complying with the Budget. About Saffire Vapor Retail Saffire Vapor Retail, LLC and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02264) on June 26, 2023. The affiliates are Saffire Vapor Holdings, LLC, Saffire Vapor Distributions, LLC, Parapoint, LLC, VTC Delivery, LLC and Emperor Augustus, LLC. At the time of filing, Saffire Vapor Retail reported $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Randal S. Mashburn oversees the case. The Debtors are represented by Emergelaw, PLLC. Truist Bank, as lender, is represented by, Austin McMullen, Esq. at Bradley Arant Boult Cummings LLP. SouthState Bank, N.A., as lender, is represented by: Raye C. Elliott, Esq. Akerman LLP 401 East Jackson Street, Suite 1700 Tampa, FL 33602 Tel: (813) 223-7333 Fax: (813) 223-2837 Email: raye.elliott@akerman.com SANTA CLARITA: Unsec. Creditors to Get 2% in Trustee Plan --------------------------------------------------------- Michael W. Carmel, the trustee for Santa Clarita LLC, filed a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Trustee closed the transaction with Blue Ox Holdings, LLC, on June 6, 2022. It is possible Blue Ox will be obligated to pay the Estate up to $2,000,000 on or before June 6, 2024. The remaining asset is approximately $8,000 currently held by the Trustee. These are the only sources of distribution to creditors. Under the Plan, holders of Class 10 General Unsecured Claims will receive a pro rata distribution of any monies available from the Blue Ox Transaction. Creditors will recover less than 2% of their claims. Class 10 is impaired. The Trustee will use cash on hand to fund distributions to those holders of claims and interests entitled to receive cash. To the extent that the Trustee has insufficient cash on hand to fund distributions to those holders of claims and interests entitled to receive Cash, the trustee will use the Property Sale Proceeds to fund any distributions to those holders of claims entitled to receive cash. Chapter 11 Trustee: Michael W. Carmel LAW OFFICES OF MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, AR 85012-2334 Telephone: (602) 264-4965 Facsimile: (602) 277-0144 E-mail: Michael@mcarmellaw.com A copy of the Disclosure Statement dated July 26, 2023, is available at bit.ly/452xliB from PacerMonitor.com. About Santa Clarita Santa Clarita, LLC was formed in 1998 by Remediation Financial, Inc. for the sole purpose of acquiring a real property consisting of approximately 972 acres of undeveloped land generally located at 22116 Soledad Canyon Road, Santa Clarita, Calif. The Debtor purchased the property from Whittaker Corporation, which used the property to manufacture munitions and related items for the U.S. Department of Defense. The soil and groundwater on the property suffered environmental contamination thus the property required remediation before it could be developed. In January 2019, the controlling interest in RFI was acquired by Glask Development, LLC. Glask Development has two members, K&D Real Estate Consulting, LLC and Gracie Gold Development, LLC. The Debtor's sole member and manager is RFI. Santa Clarita filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on Nov. 12, 2020. At the time of filing, the Debtor disclosed $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Madeleine C. Wanslee oversees the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is the Debtor's legal counsel. The Debtor also tapped the services of financial and accounting expert, J.S. Held LLC. SILVER STATE: Unsecureds Owed $401K Unimpaired in Plan ------------------------------------------------------ Silver State Broadcasting, LLC, Golden State Broadcasting, LLC, and Major Market Radio LLC submitted a Third Amended Plan of Reorganization dated July 26, 2023. Pursuant to the Debtors' Plan, the treatment and disposition of the unclassified priority claims, now totaling $0, will be as follows: any claim discrepancy will be resolved by the claim objection process, with the stipulated amount and/or Court decreed amount owing used to calculate that particular creditors' allowed claim being paid by the Debtors. All unclassified priority creditors will be paid 100% of their allowed claim amount, with statutory interest thereon, over a 1-year time period commencing on the Effective Date of the Plan. The payments shall be made monthly, equally amortized over 12 months, with statutory interest accrued thereon, but without any penalties. At the option of the Debtors, any allowed priority claims may be paid on a shortened time schedule from the 1 year. In the event the Debtors fail to make the payments as set forth hereinabove, the allowed priority creditors, if any, shall have the right to proceed with any administrative remedies available to them, 15 days after written notice of default has been given to the Debtors and their attorney, Stephen R. Harris, Esq. Under the Plan, Class 1 Allowed Unsecured Claim of Bellaire Towers Homeowners Association in the total amount of $364,003, calculated as of the Petition Date, will be paid in full, with statutory California default interest of 10% per annum from the Petition Date until paid by Golden State on or before the Effective Date of the Plan. Class 1 is unimpaired. Class 2A Disputed Unsecured Claims Against All Debtors, estimated in the total amount of $0 will be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result will be paid in full by all three Debtors equally, with interest at the contract rate if one exists, or if no contract rate, at the Nevada legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum from the Petition Date until paid on the later of the Effective Date, or within five business days after any order allowing the claims becomes final and unappealable. Class 2A is unimpaired. Class 2B Disputed Unsecured Claims against Debtor Silver State, estimated in the total amount of $0 will be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result shall be paid in full by Silver State, with interest at the contract rate if one exists, or if no contract rate, at the Nevada legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum from the Petition Date until paid on the later of the Effective Date, or within five business days after any order allowing the claims becomes final and unappealable. Class 2B is unimpaired. Class 2C Allowed Unsecured Claim Against Debtor Silver State, estimated in the total amount of $37,645 will be paid in full on the Effective Date by Debtor Silver State, with interest at the contract rate if one exists, or if no contract rate, at the Nevada legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum from the Petition Date until paid. Class 2C is unimpaired. Class 2D Disputed Unsecured Claims against Debtor Golden State, estimated in the total amount of $0 will be resolved through the formal claim objection process or by agreement of the parties. Any allowed claims that result will be paid in full by Golden State, with interest at the contract rate if one exists, or if no contract rate, at the Nevada legal rate pursuant to NRS 17.130(2) of prime plus 2% per annum from the Petition Date, until paid, on the later of the Effective Date, or within five business days after any order allowing the claims becomes final and unappealable. Class 2D is unimpaired. The Debtors will fund the proposed Plan payments through ongoing Radio Station Group revenues, proceeds from the sale of one of the Debtors' Radio Station FCC licenses and related radio station assets in a sale under 11 U.S.C. section 363(b) and (f), or funds provided by Edward Stolz. Attorney for Out-of-Possession Debtors: John A. White, Jr., Esq. WHITE LAW CHARTERED 335 West First St. Reno, NV 89503 Tel: (775) 322-8000 Fax: 795-322-1228 E-mail: john@whitelawchartered.com A copy of the Third Amended Plan of Reorganization dated July 26, 2023, is available at bit.ly/3OwSGuf from PacerMonitor.com. About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. Michael Carmel has been appointed as trustee in these Chapter 11 cases. The trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. SINCLAIR TELEVISION: $740M Bank Debt Trades at 24% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 76.3 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $740 million facility is a Term loan that is scheduled to mature on April 1, 2028. About $725.5 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SINCLAIR TELEVISION: $750M Bank Debt Trades at 31% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 69 cents-on-the-dollar during the week ended Friday, August 4, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on April 21, 2029. About $742.1 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SORRENTO THERAPEUTICS: $200M Scilex Stock Sale Hits Snag -------------------------------------------------------- On July 24, 2023, Sorrento Therapeutics, Inc., filed a motion to sell for $200 million its equity in nondebtor subsidiary Scilex Holding Co. The Debtors had received a $200 million proposal from Hundred Gain International Holding Ltd. to (a) acquire Sorrento Therapeutics' common shares (but not the preferred shares or warrants) of Scilex Holding Company and (b) finance the Debtors' post-emergence business. The exit financing was in the form of convertible debt, to be funded by Hundred Gain no later than Sept. 19, 2023. The Debtors requested emergency consideration of the Motion on July 31, 2023 or Aug. 1, 2023. The Debtors' senior postpetition financing facility matured on July 31, 2023; the Debtors requested a one-week extension of the maturity date to August 4, 2023 -- which is the deadline for the Stock Sale to close (though the Debtors hope closing can occur earlier). The Debtors expected to use those proceeds to fund operations and repay their senior DIP facility. According to an Aug. 4, 2023 filing, in the days leading up to the hearing on that motion, however, the Debtors began to have concerns with the Hundred Gain transaction. The Debtors’ Chief Restructuring Officer ultimately decided not to seek approval of that transaction and immediately pivoted to a backup transaction that the Debtors had been simultaneously negotiating with Oramed Pharmaceuticals, Inc. The Debtors have since executed a term sheet with Oramed for the sale of substantially all of the Debtors' common stock, preferred stock, and warrants and options for common stock (in each case) in Scilex Holding Company for a purchase price of $105 million -- subject to the submission of higher or otherwise better offers in accordance with the auction procedures. An auction with respect to the Scilex Stock is scheduled to take place on Aug. 14, 2023. The Oramed Term Sheet provides for a break-up fee of 3.25% and for reimbursement of costs and expenses of external counsel up to $1 million (to the extent not paid under the Replacement DIP Facility). About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsels. SPEED TRANS: Wins Cash Collateral Access Thru Jan 2024 ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Washington authorized Speed Trans, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance. The Debtor is permitted to use cash collateral to pay post-petition operating expenses including post-petition payroll and related taxes that come due prior to the final hearing on cash collateral. As adequate protection for the Debtor's use of the cash collateral on an interim basis, the Court grants Subvenio Trust/RTS, Commercial Credit Group replacement liens in the Debtor's post-petition cash, accounts receivable and inventory, and the proceeds of each of the foregoing, to the same extent and priority as any duly perfected and unavoidable liens in cash collateral held by the secured creditors as of the petition date, to the extent that any cash collateral of the Secured Creditors are actually used by the Debtor. The Debtor's authority to use cash collateral will terminate on the date when one or more of the following conditions has occurred or has been met: a. January 18, 2024; b. The Court enters an order converting the case under Chapter 7 of the Bankruptcy Code, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; c. The Court enters an order appointing or electing a trustee, examiner or any other similar entity with expanded powers. d. The Court enters an order dismissing the case, or the Debtor has filed a motion or has not timely opposed a motion seeking such relief; e. The Court enters any order that stays, modifies, or reverses the Final Order. A copy of the order is available at https://urlcurt.com/u?l=CFXb7a from PacerMonitor.com. About Speed Trans, LLC Speed Trans, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-41110) on July 10, 2023. In the petition signed by Arashdeep Singh, owner, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Mary Jo Heston oversees the case. Jennifer L. Neeleman, Esq., at Neeleman Law Group, PC, represents the Debtor as legal counsel. ST. CHARLES MEMORY: Unsecureds to Get 10% in Plan ------------------------------------------------- St. Charles Memory Care, LLC, submitted a Second Amended Disclosure Statement for its Second Amended Plan of Reorganization. The Debtor owns real property located in the City of St. Charles, Kane County, Illinois, improved by a building in which the Debtor operates s long-term memory care center for senior citizens (the "Property"). The Debtor lists assets with an aggregate value of $4,708,840 as of the Petition Date. This amount consists of the Property with a value of $4,500,000, accounts receivable of $114,571, pre-paid insurance of $45,585, cash of $47,684 and food and supplies of $1,000. The Debtor's projections of plan payments. The Plan will be funded by the Debtor through its continued business operations. The Debtor's financial projections indicate that the Debtor's net revenue will not fully fund the Plan payments. All shortfalls in the Debtor's net revenue necessary to fund the Plan payments will be funded by the winning bidder at the Equity Auction. J&M Family Management, LLC ("J&M"), the non-equity manager of the Debtor's operations, has agreed to serve as the stalking horse bidder at the Equity Auction. J&M has further agreed as part of its opening bid to contribute funds as may be necessary to ensure that all Plan payments will be made on a timely basis. Under the Plan, Class 3 Allowed Unsecured Claims other than Insider Claims will be satisfied by the payment of a total of 10% of the Allowed amount of each Claim over 60 months in equal monthly installments of principal only, commencing on the first day of the first month following the Effective Date and continuing until the expiration of 60 months from the Effective Date, and a pro rata distribution of the Cash Bid proceeds of the Equity Auction, payable on the Effective Date. Class 3 is impaired. The Debtor will make all payments required under the Plan from available cash and income from its business operations. The Debtor's financial projections indicate that the Debtor's net revenue will not fully fund the Plan payments. All shortfalls in the Debtor's net revenue necessary to fund the Plan payments will be funded by the winning bidder at the Equity Auction described below. J&M Family Management, LLC (the non-equity manager of the Debtor's operations) or its assigns ("J&M") has agreed to serve as the stalking horse bidder at the Equity Auction. J&M has further agreed as part of its opening bid to contribute funds as may be necessary to ensure that all Plan payments will be made on a timely basis. All current Equity Interests will be cancelled under the Plan and new equity interests comprising 100% ownership of the Reorganized Debtor will be issued on the Effective Date. On a Business Day between 5 and 7 days prior to the Confirmation Hearing, counsel for the Debtor will conduct an auction of the new equity interests, which will be sold to the highest bidder for cash plus an executed Funding Agreement in the same form as executed by J&M (the "Equity Auction"). The Equity Auction will take place at the offices of Debtor's counsel. The Debtor will notify all interested parties of the place, time and date of the Equity Auction by filing a notice with the Court and serving same on all parties-in-interest herein at least 14 days prior to the Equity Auction. J&M has agreed to serve as the "stalking horse" bidder and will submit an opening bid consisting of (a) $25,000 (the "Cash Bid"), plus (b) the executed Funding Agreement. After the opening bid, each subsequent Cash Bid shall be in increments of at least $5,000 greater than the previous Cash Bid. In addition to the Cash Bid, all competing bidders must execute a Funding Agreement in the same form as the aforementioned Funding Agreement executed by J&M. Once the winning bidder has been determined, all executed Funding Agreements submitted by non-winning bidders shall be promptly destroyed and be void and of no further force or effect. The Funding Agreement of the winning bidder will be in full force and effect as of the Effective Date and any failure by said winning bidder to comply with the terms of the Funding Agreement will be a default under the terms of the Plan. The winning bidder will be responsible for fulfilling all duties of the Reorganized Debtor under the Plan. All Cash Bid proceeds from the Equity Auction shall be distributed Pro Rata to Class 3 Allowed Non-Insider Unsecured Claims on the Effective Date. The Equity Auction will be conducted according to the following procedures: * All interested parties shall have the opportunity to purchase the Reorganized Debtor's new equity interests at the auction. All bids must be for the 100% ownership of the Debtor. * Any party interested in bidding to acquire the Reorganized Debtor's Equity Interests must provide notice of intention to bid and evidence of financial ability to perform under the Funding Agreement to the Debtor's counsel at least 5 business days prior to the Equity Auction. * Any party submitting a bid at the auction must have provided proof of funds to pay the party's Cash Bid to Debtor's counsel at least 5 Business Days prior to the Equity Auction and must actually deposit the funds into the trust account of Debtor's counsel within 48 hours of the announcement of the winning bid. The Cash Bid will be held in said trust account for distribution to the Reorganized Debtor upon issuance of the new equity interests, which will occur on the Effective Date. The Reorganized Debtor's Equity Interests shall be sold to the bidder submitting the highest non-contingent Cash Bid and an executed Funding Agreement. Any dispute regarding bidding will be resolved by the Court. The prevailing party at the auction must assume all the obligations of the Reorganized Debtors under the Plan, including distributions on Allowed Claims. If the winning bidder at the Equity Auction is not J&M Family Management, LLC, the winning bidder must allow and cause the Debtor to honor and perform the current management agreement between J&M and the Debtor according to its terms. If the winning bidder at the auction fails to close on such purchase as set forth above, the party submitting the next highest bid shall be deemed the winning bidder. The proceeds from the Equity Auction shall be deposited into the account of the Debtor and used to fund the Plan. The Debtor shall solicit bids by serving the Plan and Disclosure Statement on all creditors and parties-in-interest in the case. The cancellation of Debtor's old equity, auction procedure, and purchase of Debtor's new equity is contingent upon the Court's approval of the Plan, and if the Plan is not confirmed by the Court at the Confirmation hearing, then the Equity Auction shall have no effect. Attorneys for the Debtor: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main St., Ste. 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 A copy of the Second Amended Disclosure Statement dated July 28, 2023, is available at bit.ly/43OROGS from PacerMonitor.com. About St. Charles Memory Care St. Charles Memory Care, LLC, operates a continuing care retirement community and assisted living facility for the elderly. St. Charles Memory Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40253) on Jan. 27, 2023. In the petition signed by Tracy Bazzell, agent, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. STEVE'S LAWNMOWER: Has Deal on Cash Collateral Access ----------------------------------------------------- Steve’s Lawnmower Sales & Service, LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral in accordance with its agreement with Red Iron Acceptance, LLC. Pre-petition, the Debtor obtained secured financing from Red Iron Acceptance, LLC for certain inventory pursuant to an Inventory Security Agreement dated April 14, 2020. Red Iron is perfected by the filing of a UCC-1 financing statement. Pursuant to the terms of the Security Agreement, Red Iron financed the Debtor's acquisition of inventory to be held for sale in the ordinary course of the Debtor's business. Red Iron has a first priority security interest in the inventory it financed and any proceeds from that inventory, including specifically any cash collateral. Red Iron will not consent to the use of its cash collateral, unless such use is on the terms provided in the agreed order providing for the adequate protection of Red Iron's interests. Pursuant to the proposed order Red Iron will be paid for any units of Red Iron Financed Inventory sold by Debtor, with any excess proceeds to be available to Debtor for the use in its ongoing business operations. This is consistent with pre-petition practices, and the Debtor has paid for several sold units of Red Iron Financed Inventory in this manner since the Petition Date. In addition, Red Iron is provided with a replacement lien to the same extent and priority as its pre-petition lien. A copy of the motion is available at https://urlcurt.com/u?l=Dv8opZ from PacerMonitor.com. About Steve's Lawnmower Sales & Service Steve's Lawnmower Sales & Service, LLC owns a lawn mower store in St. Marys, Pa. Steve's Lawnmower sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10282) on May 26, 2023, with $500,001 to $1 million in assets and $1 million to $10 million in liabilities. Judge Taddonio oversees the case. Fuchs Law Office, LLC is the Debtor's bankruptcy counsel. STRATHCONA RESOURCES: Fitch Affirms 'B+' IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Strathcona Resources Ltd's Long-Term Issuer Default Rating (IDR) at 'B+', its secured revolving credit facility at 'BB+'/'RR1', its first-lien term loan at 'BB+'/'RR1' and affirmed its senior unsecured notes at 'B'/'RR5'. The Rating Outlook is Stable. Strathcona's ratings reflect its low decline asset base, proved reserve size, expected near-term positive FCF and leverage at or below 2.0x during Fitch's forecast period. The ratings also consider execution risks around its M&A growth strategy, the company's heightened liquidity risk in the near term, exposure to West Texas Intermediate (WTI) and Western Canadian Select (WCS) spreads, and the company's higher operating cost profile. KEY RATING DRIVERS Complimentary Asset Acquisition: The acquisition of Pipestone Energy Corp. (Pipestone) compliments Strathcona's existing Montney production, adding approximately 35Mboepd of condensate and natural gas assets, which increases size and scale, is cashflow accretive while only adding a modest amount of debt, and provides commodity diversification, which is a natural hedge for Strathcona's heavy oil divisions. Accretive Equity-Funded Acquisition: Fitch believes the all-stock transaction funded by the issuance of Strathcona shares is positive given the larger asset base and larger EBITDA generation capability along with giving Strathcona greater access to the capital markets going forward. Pipestone shareholders will own approximately 9% of Strathcona following the acquisition. The acquisition is expected to close early in the fourth quarter of 2023, following the necessary shareholder approval, regulatory approvals and satisfaction of other customary closing conditions. Strathcona plans to fund the Pipestone transaction with primarily share issuance proceeds along with a revolving facility draw to fund the current outstanding Pipestone debt and transaction costs. Strathcona has received lender approval to increase its first lien revolving credit facility to $2.3 billion from $2.0 billion on closing of the acquisition, subject to customary closing conditions. Fitch views the share-funded acquisition as a positive, though the continued high revolver utilization, while not a primary funding source, continues to introduce liquidity risk to the credit profile. Heightened Refinancing and Liquidity Risk: Fitch forecasts Strathcona to generate positive FCF in 2023 and 2024 at Fitch's USD75/bbl and USD70/bbl WTI price assumption, respectively, which should allow for the company's planned repayment of the $675 million term loan borrowing, which matures on Feb. 29, 2024. Fitch anticipates that Strathcona will be required to draw approximately $350 million on the revolver in 1Q24 to repay the outstanding term loan, which will be repaid through positive FCF generated throughout 2024. The increase in the first lien revolving credit facility to $2.3 billion provides increased albeit limited availability in the near term given it is currently 80% drawn. The revolver allows a drawdown to repay the term loan subject to a minimum $150 million availability under the revolver facility. Fitch expects liquidity risk to remain heightened but manageable in the near term given the current hedging in place. Since Strathcona does not pay a dividend, Fitch does not expect any capital distributions allowing it to focus FCF to reduce debt. Low Decline, Large Reserve Asset Base: Excluding any impact from the planned Pipestone acquisition, there are benefits of Strathcona's corporate decline rate in the high teens, which positions the company favorably against typical E&Ps and results in lower sustaining capital requirements for Strathcona. This balances a more intensive operating cost structure, reflected in its CAD36.3/boe expenses and Fitch-calculated unhedged netback of CAD18.2/boe in 1Q23. Pro-forma the Pipestone acquisition, Strathcona will have approximately 1.5 billion boe of proved reserves, consistent with the 'BB' rating category. Exposure to Differential Risks: Excluding the approximately 35mboepd of production from Pipestone, Strathcona's operations consist of Cold Lake Thermal in Alberta, condensate-rich Montney and Lloydminster Heavy Oil. These three plays provide good operational diversification for an E&P of Strathcona's size. The overall basin diversification of these plays is tempered, as they are located in Canada's Western Canadian Sedimentary Basin, exposing Strathcona to sometimes volatile WCS-WTI spreads. WCS-WTI spreads have narrowed from approximately USD25/bbl in December 2022 to USD13-14/bbl currently, the exposure of which adds a layer of volatility to realized prices given the company's bitumen and heavy oil production is expected to represent approximately 60% of the company's proforma production. Natural and Financial Hedges: Strathcona benefits from its ability to use natural gas and condensate that it produces in its Montney operations and from proposed Pipestone acquisition to partially cover fuel for steam generation and diluent requirements in its thermal and heavy oil operations. This hedge from its operations reduces exposure to pricing fluctuations in natural gas and condensate that otherwise would need to be sourced externally. Additionally, Strathcona uses differential and price hedges to improve visibility on future cash flows. Strathcona has approximately 70% of WTI hedged for the remainder of 2023 at USD77/bbl and WCS is approximately 40% hedged for the remainder of 2023. At Pipestone's close, Strathcona will continue to be required to hedge 50% of its next six months of production. The six-month 50% of production hedge is a rolling requirement as long as the term loan is outstanding. DERIVATION SUMMARY Pro-forma the Pipestone transaction, Strathcona's 2024 production is expected to be approximately 195mboepd to 205mboepd. This compares against other 'B+' rated Canadian heavy oil producers MEG Energy who produced 107mboepd in 1Q23 and Baytex at 87mboped. It is above Canadian producer Vermilion's (BB-) 1Q23 82mboepd, whose rating benefits from its international diversification and higher price exposure. Strathcona has a notably large reserve base for the 'B+' rating category with proforma Pipestone at approximately 1.5 billion boe proved reserves. This is larger than MEG at 1.2 billion boe and is materially above Baytex and Vermilion's respective proved reserves. At YE2023 EBITDA leverage is forecast to be approximately 1.6x and expected to remain at or below 2.0x through the remainder of Fitch's forecast, which is slightly higher than the peer group of MEG, Baytex and Vermilion, who each are forecast to be at or below 1.0x leverage. KEY ASSUMPTIONS -- Base case WTI oil prices of USD75/bbl in 2023, USD70/bbl in 2024, USD65/bbl in 2025, USD60/bbl in 2026, and USD57/bbl thereafter; -- Henry Hub prices of USD3.00/mcf in 2023, USD3.50/mcf in 2024, USD3.00/mcf in 2025 and USD2.75/mcf thereafter; -- WCS differential of USD15/bbl in 2023, which edges down to the USD 13.50-USD14.00/bbl range over the remainder of the forecast; -- 2023 capex of $1 billion, which increases year-on-year to approximately $1.75 billion by the end of the forecast; -- Term loan repaid in 1Q2024 and the revolver and notes refinanced in 2026; -- No distributions or additional M&A following the close of Pipestone, revolver balance reduction is prioritized; -- G&A scale efficiencies on a per BOE basis. KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Strathcona would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and 100% drawn on its upsized $2.3 billion secured revolving facility, reflecting Strathcona's revolving credit facility is not affected by redetermination risk. The $675 million term loan is assumed to be $350 million drawn to reflect its short-term maturity of February 2024 and excess cash flow sweep feature. Going-Concern Approach Strathcona's GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch base the enterprise valuation (EV). Strathcona's bankruptcy scenario considers a structurally lower-priced crude oil and natural gas environment, resulting in reduced operational and financial flexibility, in line with stress case assumptions beyond Strathcona's existing financial hedges in 2023. The lower stress case price environment results in a maintenance capital program that benefits from Strathcona's relatively lower decline rate and experiences negative FCF. The GC assumption reflects Fitch's stressed case price deck, which assumes WTI oil prices of USD47/bbl in 2024, USD32/bbl in 2025, USD42/bbl in 2026 and USD45/bbl in the long-term. An EV multiple of 4.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x; -- The 4.0x multiple is consistent with MEG Energy and Baytex Energy, who similarly are producers of Canadian heavy oil. Further upside to the multiple is likely limited by a less concentrated asset base, which may limit potential buyers in a stressed environment. Baytex and MEG each also have covenant based revolving facilities with USD1.1 billion and CAD600 million commitments compared to CAD2.3 billion for Strathcona. Liquidation Approach The liquidation estimate reflects Fitch's view of transactional and asset-based valuations, including recent transactions in the Canadian oil sands, Montney and Western Saskatchewan on a CAD/boepd basis. This data was used to determine a reasonable sale price for the company's assets during a stressed environment. Metrics from Husky Energy and Cenovus Energy's merger, as well as Strathcona's own acquisition of Caltex Resources and Tucker from Cenovus informed the heavy oil portion valuation. The allocation of value in the liability waterfall results in a 'RR1' recovery rating for Strathcona's first lien revolving credit facility and term loan, notching up three levels to 'BB+'. The senior unsecured notes have a 'RR5' recovery, notching one level below the company's IDR at 'B'. At 1Q23, first lien debt was $2,405 million. Pro-forma the expected Pipestone acquisition, first lien debt is expected to increase to fund Pipestone's current outstanding debt and related transaction costs and expected to be approximately 75% drawn by year-end 2023. The effect of this increase is partially offset in Fitch's analysis by the EBITDA benefit from the proforma Pipestone increase in production under Fitch's Stress Case. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Proactive management of maturity profile and timely repayment of the term loan; -- More conservative financial policy leading to less reliance on the revolver facility and increased liquidity; -- Improving relative cash netback through lower and sustainable operating costs; -- Mid-cycle EBITDA leverage maintained below 2.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Deteriorating liquidity and financial flexibility, including inability to reduce revolver borrowings; -- Deviation from stated M&A and financial policy, especially in regards to funding of future acquisitions; -- Loss of operational momentum leading to production sustained below 120mboepd; -- Mid-cycle EBITDA leverage sustained above 3.0x. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Tight Liquidity: At 1Q23, Strathcona had liquidity of $264.1 million, which was the availability under its $2.0 billion credit facility. Strathcona is upsizing its revolver to $2.3 billion from $2.0 billion, which will take effect at the closing of the Pipestone transaction. Strathcona is expected to draw on its revolver to fund Pipestone's current outstanding debt and related transaction costs. The revolver is expected to be approximately 75% drawn by year-end 2023. In addition, Fitch anticipates Strathcona to draw on the revolver to fund the remaining outstanding balance on the term loan in 1Q24, which is anticipated to be subsequently repaid with positive FCF in 2024. Liquidity risk is heightened in the short term given revolver usage to fund the Pipestone acquisition and term loan repayments as Strathcona would be challenged to meet unexpected liquidity requirements until FCF can be generated and applied to debt at its credit facilities. Since the revolving credit facility is covenant based, there is no risk of negative reserve base redeterminations affecting liquidity. Strathcona's term loan matures in February 2024 and the revolving credit facility matures in February 2026, ahead of the USD500 million senior unsecured notes that mature in August 2026. ISSUER PROFILE Strathcona is a private E&P company with operations in western Canada that are focused on thermal oil, enhanced heavy oil recovery and condensate-rich natural gas. Strathcona has three core operating areas: Cold Lake Thermal Division, Montney Division and Lloydminster Heavy Oil Division. ESG CONSIDERATIONS Strathcona Resources Ltd. has an ESG Relevance Score of '4' for Governance Structure due to the WEF ownership concentration, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. SURGALIGN HOLDINGS: Weil Gotshal Files Rule 2019 Statement ---------------------------------------------------------- The law firm of Weil, Gotshal & Manges LLP filed a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure to disclose that in the Chapter 11 case of Surgalign Holdings, Inc., the firm represents: 1. Pioneer Surgical Technology, Inc., d/b/a Resolve Surgical Technologies; and 2. RTI Surgical, Inc. Pioneer Surgical Technology is a medical company that provides surgeons with biologic, metal, and synthetic implants. It was acquired by RTI Biologics to form RTI Surgical in July 2013. Surgalign Holdings, Inc., the debtor in these proceedings, was the former RTI Surgical Holdings, Inc. Pioneer and RTI are represented by: Alfredo R. Perez, Esq. WEIL, GOTSHAL & MANGES LLP 700 Louisiana, Suite 1700 Houston, TX 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Email: alfredo.perez@weil.com - and - Yehudah L. Buchweitz, Esq. David Griffiths, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: yehudah.buchweitz@weil.com david.griffiths@weil.com As of June 28, 2023, Pioneer Surgical Technology, Inc. (d/b/a Resolve Surgical Technologies) asserts: -- $404,023.70 for unpaid goods; and -- more than $5 million for minimum annual performance deficiency. As of June 28, RTI asserts: -- $280,555.72 for unpaid goods; and -- more than $5 million for minimum annual performance deficiency. Pioneer is headquartered at 375 River Park Circle, Marquette, MI 49855. RTI is headquartered at 11621 Research Circle Alachua, FL 32615. About Surgalign Holdings Surgalign Holdings, Inc. (OTC: SRGAQ) 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. The U.S. Trustee has appointed an official committee of unsecured creditors. * * * Surgalign 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. as the successful bidder for its hardware and biologics assets and Augmedics, Inc. as the successful bidder for its digital health assets. Xtant's bid for the hardware and biologics assets consists of a cash purchase price of $5 million and the assumption of certain liabilities. Augmedics's bid for the digital health assets consists of a cash purchase price of $900,000 and the assumption of certain liabilities. SWS SERVICES: Court Confirms Third Amended Plan ----------------------------------------------- Judge Marian F. Harrison has entered an order confirming SWS Services, Inc.'s Third Amended and Restated Plan of Reorganization dated May 2, 2023 and modified. By agreement with Volunteer State Bank, the following amendments are made and incorporated into the Debtor's plan, to wit: * Class No. D: Volunteer State Bank in the approximate amount of $252,289. The Allowed Secured Claim of this claimant is fully secured holding a properly perfected first mortgage on 639 N. Broadway, Portland, TN. This claimant shall receive monthly payments, begin in the amount of $2,800.93 per month commencing on the Effective Date of the plan and shall be interest at the rate of 6.0% per annum, which will adjust annually based on the changes in the current prime rate. This lien of this creditor shall be reinstated upon confirmation of the plan. This class is impaired. * Class No. E: Volunteer State Bank in the approximate amount of $102,187. The Allowed Secured Claim of this claimant is fully secured holding a properly perfected second mortgage on 639 N. Broadway, Portland, TN. This claimant shall receive monthly payments in the amount of $1,186 per month commencing on the Effective Date of the plan and shall be interest at the rate of 7.0% per annum, which will adjust annually based on the changes in the current prime rate. This lien of this creditor shall be reinstated upon confirmation of the plan. This class is impaired. * Class No. F: Volunteer State Bank in the approximate amount of $9,905. The Allowed Secured Claim of this claimant is fully secured holding a properly perfected third mortgage on 639 N. Broadway, Portland, TN. This claimant shall receive monthly payments in the amount of $189.20 per month commencing on the Effective Date of the plan and shall be interest at the rate of 5.5% per annum, which will adjust annually based on the changes in the current prime rate. This lien of this creditor shall be reinstated upon confirmation of the plan. This class is impaired. It shall be deemed an event of default if Debtor fails to pay any amount owed Volunteer State Bank required by this Order or fails to perform any of its non-monetary obligations, agreements, or promises under this Order or pursuant to the terms of the loan documents executed by Debtor. Following the occurrence of such event of default, Debtor shall have five business days after receipt of notice from Volunteer State Bank to cure a monetary default, and 10 business days after receipt of notice from Volunteer State Bank to cure a non-monetary default, if such nonmonetary default is of a type that can be cured. In the event Debtor fails to cure the default within the specified time period or if the default is not of a type that can be cured, Volunteer State Bank shall be granted automatic relief from stay in order to take such action as authorized under state law to enforce its liens in the real property securing Volunteer State Bank's claims. Volunteer State Bank may waive any default hereunder after same has been declared, without impairing its right to declare a subsequent default hereunder and without any further notice from Volunteer State Bank that Debtor must strictly comply with the obligations imposed. Attorney for the Debtor: Steven L. Lefkovitz, Esq. 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 E-mail: slefkovitz@lefkovitz.com Attorney for Lender, Volunteer State Bank: Byron M. Gill, Esq. ROCHELLE, MCCULLOCH & AULDS, PLLC 109 North Castle Heights Avenue Lebanon, TN 37087 Tel: (615) 443-8773 Fax: (615) 443-8775 E-mail: bgill@rma-law.com About SWS Services SWS Services, Inc., is a Tennessee corporation which operates Oak Hill Senior Living in Portland, TN. SWS Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-00835) on March 8, 2023. In the petition signed by Shanna Wheeler, owner and president, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Marian F. Harrison oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, represents the Debtor. TERRAFORM LABS: Court Won't Dismiss SEC Suit -------------------------------------------- Aislinn Keely of Law360 reports that a New York federal judge on Monday, July 31, 2023, denied a bid from crypto issuer Terraform Labs and its founder to toss the U.S. Securities and Exchange Commission's case against them in an order that disagreed with the recent high-profile decision in another SEC case against crypto firm Ripple Labs. About Terraform Labs Based in Seoul, Korea, Terraform Labs Pte. Ltd. operates a price-stable cryptocurrency. The Company seeks to power the next-generation payment network and grow the real GDP of the blockchain economy. Terraform labs provides financial infrastructure for the next generation of decentralized application. THREE ARROW CAPITAL: Declines Cooperation With Liquidators ---------------------------------------------------------- Jessica Corso of Law360 reports that Kyle Davies, the co-founder of crypto hedge fund Three Arrows Capital, told a court on Tuesday, August 2, 2023, that he should not be held in contempt for failing to cooperate in attempts to uncover assets belonging to his former company because he is no longer a U. S. citizen and U. S. -based courts don't have any jurisdiction over him. About Three Arrows Capital Three Arrows Capital Ltd. was an investment firm engaged in short-term opportunities trading, and is heavily invested in cryptocurrency, funded through borrowings. As of April 2022, the Debtor was reported to have over $3 billion of assets under its management. Three Arrows Capital Ltd. was incorporated as a business company under the laws of the British Virgin Islands. Its sole shareholder owning all of its "management shares" is Three Arrows Capital Pte. Ltd., which previously operated as a regulated fund manager in Singapore until 2021, when it shifted its domicile to the BVI, as part of a global corporate plan to relocate operations to Dubai. The Debtor borrowed digital and fiat currency from multiple lenders to fund its cryptocurrency investments. After cryptocurrency lost 99% of its value, and then prices of other cryptocurrencies had rapid declines, the Debtor reportedly defaulted on its obligations. On June 24, 2022, one of the Debtor's many creditors -- DRB Panama Inc. -- filed an application to appoint joint provisional liquidators -- and thereafter, full Liquidators -- in the Eastern Caribbean Supreme Court in the High Court of Justice (Commercial Division) located in BVI. The application was assigned claim number BVIHCOM2022/0117. Subsequently, on June 27, 2022, the Debtor filed its own application for the appointment of joint liquidators before the BVI Commercial Court. On June 29, 2022, the Honorable Mr. Justice Jack of the BVI Commercial Court appointed Russell Crumpler and Christopher Farmer of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital Ltd. On July 1, 2022, liquidators of Three Arrows Capital filed a Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No. 22-10920) to seek recognition of the BVI proceedings. Judge Martin Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg is counsel in the U.S. case. The law firm of Ogier, led by Grant Carroll, is advising the liquidators in the BVI proceedings. THUNDER INC: Unsecureds Owed $3.7M to Get 10% in Amended Plan ------------------------------------------------------------- Thunder Inc. submitted an Amended Disclosure Statement describing the Amended Chapter 11 Plan. This is a reorganizing plan. In other words, Thunder proposes to restructure its debts through the Plan and accomplish payments under the Plan with funds generated from the operation of Thunder's business and/or the proceeds from the recovery of accounts receivable. The Effective Date of the Plan is 30 days following entry of a final order confirming the Plan. Under the Plan, Class 12 General Unsecured Claims total $3,713,001. General unsecured creditors, Class 12 Claimants, will receive a dividend of 10% of their claims paid in 60 equal monthly payments of $6,569. The source of the payment will be the net monthly income from the operation of Thunder's business and/or the proceeds from the recovery of accounts receivable. Class 12 is impaired. The Plan will be funded by the following: (a) the net monthly income from the operation of Thunder's business; (b) the proceeds from the recovery of accounts receivable; (c) the recovery from the Marina Landscape litigation and, if necessary, (d) contributions to be made by Ronald O. Escobar, Thunder's sole shareholder. The hearing will be held on Aug. 29, 2023 at 10:00 a.m. in Courtroom 1668, Roybal Federal Building, United States Bankruptcy Court, 255 East Temple Street, Los Angeles, California 90012. General Insolvency Counsel for Thunder Incorporated: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Telephone: (310) 571-3511 E-mail: ray@averlaw.com A copy of the Amended Disclosure Statement dated July 26, 2023, is available at bit.ly/455q0z6 from PacerMonitor.com. About Thunder Inc. Thunder Inc., doing business as Escobar Construction, is a construction company in California. Thunder Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-15357) on Sept. 30, 2022. In the petition filed by Ronald O. Escobar, as chief executive officer, the Debtor reported assets and liabilities between $1 million and $10 million each. The case is overseen by the Honorable Bankruptcy Judge Barry Russell. Gregory K. Jones has been appointed as Subchapter V trustee. The Debtor is represented by Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver. TWIN CITIES ACADEMY: S&P Affirms 'BB' Rating on 2015A Revenue Bond ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB' long-term rating on the Saint Paul Housing & Redevelopment Authority, Minn.'s series 2015A charter school lease revenues bonds, issued for Twin Cities Academy (TCA). "The outlook revision reflects a recent reversal in enrollment trends, with enrollment growth in fall 2022 and fall 2023, coupled with the increase in state aid, which we believe will help provide stability for financial performance and flexibility," said S&P Global Ratings credit analyst Kimberly Barrett. The 2015 bonds are a general obligation of the authority, which is a single-purpose entity created exclusively to acquire, own, and lease facilities on behalf of TCA. A first mortgage lien on the facilities and a security interest in the lease payments made from the school to the authority, using state lease aid, secures the bonds. Further securing the bonds is a gross pledge of the school's per-pupil state aid and certain federal pass-through payments from the state, as well as a fully funded debt service reserve. The series 2015 bonds, which totaled $14.9 million as of fiscal 2022, are the school's only long-term debt outstanding. Management has no plans to issue additional new money debt. S&P said, "The rating reflects our view of TCA's improved enrollment, longstanding relationship with its authorizer, stable financial-resources, and high levels of debt. We assessed TCA's enterprise profile as adequate and the financial profile as vulnerable; combined, these credit factors lead to an indicative stand-alone credit profile of 'bb' and a final rating of 'BB'. "The stable outlook reflects our expectation that enrollment will continue to stabilize or increase following the growth in fall 2022 and fall 2023, that operating performance will be at least balanced in fiscal years 2023 and 2024, and that days' cash on hand and maximum annual debt service coverage will consistently meet covenants." UNITY ELECTRICAL: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Unity Electrical Services, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral. The Debtor requires the use of cash collateral as working capital in the operation of its business in accordance with the budget. The Debtor faced financial distress due to the impact of COVID19, which halted construction activities in 2020. To continue operations, the Debtor sought additional funds and entered into financing agreements with Merchant Cash Lenders and the Small Business Administration (SBA), using its receivables as collateral. Simply Funding and SBA asserts an interest in the Debtor's receivables and cash through a filed UCC-1 Financing Statements. The Debtor intends to provide adequate protection, to the extent of the aggregate diminution in value of cash collateral from and after the Petition Date, to the Secured Lenders by: a. maintaining the going concern value of Secured Lenders' collateral by using the cash collateral to continue to operate the business and administer the case; b. providing the Secured Lenders, a post-petition replacement lien pursuant to 11 U.S.C. section 361(2) in the account receivables of the Debtor including cash generated or received by the Debtor subsequent to the Date, but only to the extent that the Secured Lenders had valid, perfected prepetition liens and security interests in such collateral as of the Petition Date. The priority of any post-petition replacement granted to the Secured Lenders will be the same as existed of the Petition Date; and c. providing to the Secured Lenders a super priority claim pursuant to 11 U.S.C. section 507(b) over all administrative expense claims and unsecured claims, of any kind or nature whatsoever, whether in existence on or arising after the Petition Date. The Debtor also intends to provide further adequate protection, to the extent of any diminution in value, to the Secured Lenders for the use of cash collateral by providing to the Secured Lenders post-petition replacement liens pursuant to 11 U.S.C. section 361(2) in account receivables, including cash generated or received by the Debtors subsequent to the Petition Date, but only to the extent the Secured Lenders had valid, perfected prepetition liens and security interests in such collateral as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=XCIxLv from PacerMonitor.com. About Unity Electrical Services, LLC Unity Electrical Services, LLC is a one-stop solution for electrical needs in Cypress, Woodlands, Tomball and Houston area. The Debtor provides a full list of services for residential and commercial applications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32844) on July 28, 2023. In the petition signed by Andrea Clara, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor as legal counsel. UNIVAR SOLUTIONS: Fitch Cuts IDR to 'BB-' & Then Withdraws Ratings ------------------------------------------------------------------ Fitch Ratings has downgraded Univar Solutions, Inc.'s (Univar) Long-Term Issuer Default Rating (IDR) to 'BB-'/Stable from 'BB+'/'Rating Watch Negative. Fitch has also downgraded the issue ratings of the ABL revolver and ABL term loan to 'BB+'/'RR1' from 'BBB-'/'RR1', the senior secured term loans to 'BB+'/'RR2' from 'BBB-'/'RR2', and the senior unsecured notes to 'BB-'/'RR4' from 'BB+'/'RR4'. The Negative Rating Watch has also been removed from the ratings. These actions follow the closing of the company's acquisition by affiliates of funds managed by Apollo Global Management, Inc. and a wholly owned subsidiary of the Abu Dhabi Investment Authority. Concurrently, Fitch has withdrawn the ratings. A 'BB-' rating level is consistent with the credit profile of Univar's direct parent, and the new issuer and filer of financial statements, Windsor Holdings III, LLC (BB-/Stable). Per Fitch's "Parent and Subsidiary Linkage Rating Criteria," Fitch believes that legal ring-fencing and access & control are both open between Windsor Holdings III, LLC and its wholly-owned subsidiary Univar, and that such assessment justifies assigning the same IDR to both Windsor Holdings III, LLC and Univar. Fitch has withdrawn Univar's Long-Term IDR and long-term issue ratings as they are no longer considered relevant to the agency's coverage because the entity is no longer issuing debt, and Fitch understands that a de minimis amount of debt remains outstanding. KEY RATING DRIVERS Key Rating Drivers do not apply as the ratings have been withdrawn. RATING SENSITIVITIES Rating Sensitivities do not apply as the ratings have been withdrawn. ISSUER PROFILE Univar Solutions, Inc. is a global chemical and ingredients distribution company and provider of value-added services, working with leading suppliers worldwide. It is headquartered in Downers Grove, Illinois and maintains the number one market position in North America and the number two position in Europe. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. VIRGIN ORBIT: Court OKs Chapter 11 Plan With UST Fee Change ----------------------------------------------------------- Vince Sullivan of Law360 reports that the Chapter 11 plan of satellite launch company Virgin Orbit received bankruptcy court approval Friday, July 28, 2023, in Delaware after the judge presiding over the case said the Office of the United States Trustee should be provided trust distribution reports to determine the proper level of quarterly fees to be assessed against the estate. A copy of the Disclosure Statement dated June 20, 2023, is available at https://urlcurt.com/u?l=VeLSNF from Kroll, the claims agent. About Virgin Orbit Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings, Inc., and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reported total assets amounting to $242,978,000 and total debtamounting to $153,491,000 as of Sept. 30, 2022. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. VIRGIN ORBIT: Davis Polk Served as Adviser in Restructuring ----------------------------------------------------------- Davis Polk advised Virgin Investments Limited in connection with the restructuring of Virgin Orbit Holdings, Inc. Virgin Investments held the majority of Virgin Orbit's equity, owned over $70 million of Virgin Orbit notes and provided debtor-in-possession financing to Virgin Orbit in the form of $74.1 million of term loans, including the roll-up of certain prepetition notes. On April 4, 2023, Virgin Orbit and certain of its subsidiaries filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. The Bankruptcy Court confirmed Virgin Orbit's chapter 11 plan on July 31, 2023. The plan distributes proceeds from sales of Virgin Orbit's assets, including the sale of its main aircraft asset, the “Cosmic Girl” carrier aircraft, to Stratolaunch LLC for $17 million and provides for Virgin Investments to receive all remaining IP assets. The plan reflects a global settlement reached among Virgin Orbit, Virgin Investments and the official committee of unsecured creditors, as well as a settlement agreement with certain WARN Act claimants. On August 2, 2023, Virgin Orbit's chapter 11 plan became effective. Headquartered in Long Beach, California, Virgin Orbit executed four successful launches, delivering approximately 33 satellites into orbit. Virgin Orbit provided these services to commercial and civil customers, national security and defense customers, and various international partners. In 2021, Virgin Orbit went public through a merger with a special purpose acquisition company, NextGen Acquisition Corporation II. That de-SPAC transaction raised approximately $228 million in net proceeds. Virgin Investments is a member of the Virgin Group, which engages in investment management and brand licensing across multiple asset classes and geographies. The Virgin branded businesses span multiple sectors, including travel and leisure, health and wellness, music and entertainment, telecoms and media, financial services and space, with specific focus on clean energy projects with high growth potential, while its venture capital portfolio includes various well-known businesses across development stages. The Davis Polk restructuring team included partner Brian M. Resnick, counsel Josh Sturm and associates Jarret Erickson and Ethan Stern. The finance team included partner Monica Holland and counsel Bernard Tsepelman. Partner Lee Hochbaum provided corporate advice. The intellectual property team included partner Frank J. Azzopardi. Partner William A. Curran provided tax advice. The executive compensation team included partners Adam Kaminsky and Jennifer S. Conway. Partner Elliot Moskowitz and associate Charlotte M. Savino provided litigation advice. Members of the Davis Polk team are based in the New York and Washington DC offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Virgin Orbit Virgin Orbit Holdings, Inc (Nasdaq: VORB) -- http://www.virginorbit.com/-- operates one of the most flexible and responsive space launch systems ever built. Founded by Sir Richard Branson in 2017, the Company began commercial service in 2021, and has already delivered commercial, civil, national security, and international satellites into orbit. Virgin Orbit's LauncherOne rockets are designed and manufactured in Long Beach, California, and are air-launched from a modified 747-400 carrier aircraft that allows Virgin Orbit Holdings, Inc., to operate from locations all over the world in order to best serve each customer's needs. Virgin Orbit Holdings, Inc., and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10405) on April 4, 2023. In the petition filed by Daniel M. Hart, as chief executive, the Debtor reported total assets amounting to $242,978,000 and total debt amounting to $153,491,000 as of Sept. 30, 2022. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP, and LATHAM & WATKINS LLP as counsel; DUCERA PARTNERS LLC as investment banker and financial advisor; and ALVAREZ & MARSAL NORTH AMERICA LLC as restructuring advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. VOLUNTEER ENERGY: Liquidating Plan Confirmed by Judge ----------------------------------------------------- Judge C. Kathryn Preston has entered an order that the Third Amended Chapter 11 Plan of Liquidation of Volunteer Energy Services, Inc., as modified by the Confirmation Order, is approved in its entirety and confirmed under Section 1129 of the Bankruptcy Code. Only holders of claims in Class 4 and Class 5 were eligible to vote on the Plan. The Ballots the Debtor used to solicit votes to accept or reject the Plan from holders in the voting classes adequately addressed the particular needs of the Chapter 11 Case and were appropriate for Holders in the Voting Classes to vote to accept or reject the Plan. Holders of Claims or Interests in Class 1, Class 2, Class 3, and Class 6 (collectively, the "Non-Voting Classes") were either (a) Unimpaired and not entitled to vote to accept or reject the Plan or (b) Impaired under the Plan and deemed to reject the Plan. As evidenced by the Voting Declaration, Class 5 (General Unsecured Claims) voted to accept the Plan in accordance with the requirements of Sections 1124, 1126, and 1129. No Ballots were received from any Holder of a Claim in Class 4 (Pre-Petition ABL Financing Claims). The Plan satisfies the requirements of Section 1129(a)(7). The liquidation analysis attached to the Disclosure Statement and presented at the Confirmation Hearing, as well as other evidence related thereto that was proffered or adduced at, prior to, or in connection with the Confirmation Hearing: (a) is reasonable, persuasive, credible, and accurate as of the dates such analysis or evidence was prepared, presented, or proffered; (b) utilizes reasonable and appropriate methodologies and assumptions; (c) has not been controverted by other evidence; and (d) establishes that each Holder of a Claim in an Impaired Class will recover at least as much under the Plan on account of such Claim or Interest, as of the Effective Date, as such Holder would receive if the Debtor was liquidated, on the Effective Date, under chapter 7 of the Bankruptcy Code, except with respect to the Holder of the Pre-Petition ABL Financing Claim (Class 4), which has agreed to less favorable treatment in this Chapter 11 Case for the benefit of Holders of General Unsecured Claims. As the treatment of the Pre-Petition ABL Financing Claim has been agreed to by the Holder of such Claim, the Court finds that the requirements of Section 1129(a)(7) have been satisfied. The Plan does not satisfy the requirements of Section 1129(a)(8). Classes 1, 2, and 3 constitute Unimpaired Classes, each of which is conclusively presumed to have accepted the Plan in accordance with Section 1126(f). Class 4 is Impaired, but no Holders of Claims in Class 4 voted to accept or reject the Plan. Therefore, Class 4 has not accepted the Plan. Class 5 is Impaired and voted to accept the Plan. Class 6 is Impaired and is deemed to have rejected the Plan. The Plan is confirmable because it satisfies Sections 1129(a)(10) and 1129(b). The Plan satisfies the requirements of Section 1129(a)(10). As evidenced by the Voting Declaration, Class 5 (General Unsecured Claims), which is an Impaired Class under the Plan, voted to accept the Plan by the requisite number and amount specified under the Bankruptcy Code, without including any acceptance of the Plan by any insider (as that term is defined in Section 101(31)). Class 4 (Pre-Petition ABL Financing Claim) and Class 6 (Interests in Debtor) are the impaired classes that have not voted to accept the Plan. The Claims in Class 4 and Interests in Class 6 have a distinctly different legal character and are not similarly situated, legally or otherwise, to Claims or Interests in any other Class. Any disparate treatment between Classes under the Plan is attributable to key differences between such Classes, and, therefore, there is no unfair discrimination with respect to the Claims in Class 4 and Interests in Class 6. The Plan is fair and equitable to Holders of Claims or Interests in Class 4 and Class 6. The Holder of the Claim in Class 4 has agreed to the treatment of the Pre-Petition ABL Financing Claim proposed in the Plan, which agreement is reflected in the Final DIP Order. With respect Class 6, no Holder of any Claim or Interest junior to the Interests in Class 6 will receive any recovery under the Plan on account of such junior Claim or Interest. Accordingly, the Plan is fair and equitable within the meaning of Section 1129(b). A copy of the Disclosure Statement dated Jan. 20, 2023, is available at https://bit.ly/3XyPNfx from PacerMonitor.com. About Volunteer Energy Services Volunteer Energy Services, Inc., an electric power provider based in Pickerington, Ohio, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-50804) on March 25, 2022. In the petition signed by David Warner, chief financial officer, the Debtor disclosed up to $100 million in both assets and liabilities. Judge C. Kathryn Preston oversees the case. McDermott Will & Emery, LLP, and Isaac Wiles and Burkholder, LLC, serve as the Debtor's lead bankruptcy counsel and local counsel, respectively. GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, is the Debtor's financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent and administrative advisor. VYERA PHARMACEUTICALS: Gets $650,000 Stalking Horse Bid ------------------------------------------------------- Emily Lever of Law360 reports that Vyera Pharmaceuticals, a drug company tied to Martin Shkreli, has obtained a stalking horse bid from Tilde Sciences LLC in the Chapter 11 sale of anti-parasite treatment Daraprim, a medicine at the center of a price-gouging scandal several years ago. About Vyera Pharmaceuticals Vyera Pharmaceuticals, LLC is a New York-based biopharmaceutical company. It focuses on developing and commercializing innovative treatments for patients with unmet medical needs. Vyera and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10605) on May 9, 2023. In its petition, Vyera reported between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped DLA Piper, LLP as bankruptcy counsel; Sierra Constellation Partners, LLC as financial advisor; and Alvarez & Marsal Securities, LLC as investment banker. Epiq Corporate Restructuring, LLC is the claims agent. WESTERN GLOBAL: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Nineteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. Western Global Airlines, Inc. (Lead Case) 23-11093 9260 Estero Park Commons Blvd. Suite 200 Estero, Florida 33928 Keldann Air LLC 23-11094 Jimsunn Air LLC 23-11095 B26344 LLC 23-11096 B26356 LLC 23-11097 M48411 LLC 23-11098 M48412 LLC 23-11099 M48415 LLC 23-11100 M48435 LLC 23-11101 M48512 LLC 23-11102 M48513 LLC 23-11103 M48542 LLC 23-11106 M48543 LLC 23-11107 M48544 LLC 23-11108 M48545 LLC 23-11109 M48546 LLC 23-11110 M48581 LLC 23-11111 Mobility Air, LLC 23-11112 NCF680C2 LLC 23-11113 Business Description: Headquartered in Estero, Florida, with an MRO in Shreveport, Louisiana, Western Global Airlines provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. WGA is a high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. Chapter 11 Petition Date: August 7, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Karen B. Owens Debtors' Local Bankruptcy Counsel: Mark D. Collins, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Email: collins@rlf.com shapiro@rlf.com steele@rlf.com Debtors' General Bankruptcy Counsel: Gary T. Holtzer, Esq. Candace M. Arthur, Esq. Jason H. George, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Email: gary.holtzer@weil.com candace.arthur@weil.com jason.george@weil.com Debtors' Investment Banker: EVERCORE GROUP L.L.C. 55 East 52nd Street New York, New York 10055 Debtors' Provider of Interim Management and Financial Advisory Services: FTI CONSULTING, INC. 1166 6th Ave, 14th Floor New York, New York 10036 Debtors' Claims, Noticing & Solicitation Agent: STRETTO, INC. 410 Exchange, Ste. 100 Irvine, California 92602 Estimated Assets (on a consolidated basis): $100 million to $500 million Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by James K. Neff as chief executive officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SKSXA7Y/Western_Global_Airlines_Inc__debke-23-11093__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. U.S. Bank National Association Unsecured $419,136,111 Attn.: Rick Prokosch Notes CM‐9690 P.O. Box 70870 St. Paul, Minnesota 55170‐9690 Attn.: Rick Prokosch Phone: (651) 466‐6619 Email: rick.prokosch@usbank.com 2. Lufthansa Technik Trade Debt $10,448,248 Attn.: Constantin Meyer P.O. Box 7247 ‐ 0005739 Philadelphia, Pennsylvania 19170‐0005739 Phone: + 40‐5070‐2982 Email: constantin.meyer@lht.dlh.de 3. GE Engine Services Trade Debt $7,448,165 Distribution, LLC Attn.: Manjula Rajesh P.O. Box 640950 Pittsburgh, Pennsylvania 15264‐0950 Email: manjula.rajesh@ge.com 4. Trans‐Caribbean Cargo Corp.1 Litigation $6,742,548 Attn.: Geoffrey L. Travis 1951 Northwest 68th Avenue Building 706, Suite 228 Miami, Florida 33126 Phone: (305) 379‐9188 Email: gtravis@shutts.com 5. Delta Airlines Trade Debt $4,973,237 Attn.: Michael Smith P.O. Box 101153 Atlanta, Georgia 30392‐1153 Phone: (404) 714‐0270 Email: michael.smith@delta.com 6. Evergreen Aviation Technologies Trade Debt $4,500,451 Attn.: Tina Lin 6 Harng‐Jann S. Road Taoyuan, Taiwan 33758 Phone: + 866‐3‐351‐9376 Email: tinalin@egat.com.tw 7. STS Aviation Services Trade Debt $3,364,378 Attn.: Ryan McComas 2910 SW 42nd Avenue Palm City, Florida 34990 Phone: (888) 777‐2960 Email: ryan.mccomas@sts‐cs.com 8. Commercial Aircraft Consulting, LLC Litigation $3,000,000 Attn.: Brian Cooper 372 South Eagle Road, Suite 384 Eagle, Indiana 83166 Email: brian@cacaero.com 9. Defense Finance & Trade Debt $2,073,357 Accounting Service Attn.: Haley R. May 8899 East 56th Street Indianapolis, Indiana 46249‐3300 Phone: (614) 701‐3539 Email: dfas.dscc.jaa.mbx.dla‐o2c@mail.mil 10. ATOPS Express / Aerotech Ops Trade Debt $1,449,777 Attn.: Edwin Caiaffa 10733 Northwest 123rd Street Medley, Florida 33178 Phone: (305) 456‐4033 Email: edwin@atops.aero 11. TA Connections Trade Debt $1,204,563 Attn.: Hector Munoz 6100 Blue Lagoon Drive, Suite 310 Miami, Florida 33126 Phone: (786) 597‐3100 Email: info@taconnections.com 12. Unical Aviation Inc. Trade Debt $668,773 Attn.: Andy Fowles P.O. Box 31001‐0964 Pasadena, California 91110‐0964 Email: afowles@unical.com 13. Pioneer Logistics Customer $575,873 Attn.: Rita Tian Deposit 1F No.1 Ling Hang Road Pudong International Airport Shanghai China 201202 Phone: + 86‐136‐5119‐7437 Email: rita.tian@caacpl.com 14. Flight Power Repair Group Trade Debt $559,667 Attn.: Frank Galego P.O. Box 667627 Miami, Florida 33166‐9403 Phone: (305) 640‐9965 Email: frank@flightpower.net 15. Distribution by Air Trade Debt $556,070 Attn.: Crystal Lowenthal 405 114th Avenue, SE, 3rd Floor Bellevue, Washington 98057 Phone: (404) 305‐1621 Email: wga@dbaco.com 16. TAP Portugal Customer $528,140 Attn.: Richard Paegel Contract 4500 NW 36th Street Miami, Florida 33166 Email: rpaegel@amerijet.com 17. TurbineAero Repair Trade Debt $471,960 Attn.: Iryna Andreyeva P.O. Box 641458 Pittsburgh, Pennsylvania 15264‐1458 Phone: (480) 824‐2714 Email: iryna.andreyeva@turbineaero.com 18. Alpha‐Tech Aviation Services, Inc. Trade Debt $402,942 Attn.: Juan Sanchez 4233 United Parkway Schiller Park, Illinois 60176 Phone: (847) 233‐9180 Email: jsanchez@alphatechaviation.com 19. Eurocontrol Trade Debt $388,592 Attn.: Edoardo Romano Rue de la Fusee 96 Brussels, Belgium 1130 Email: edoardo.romano@eurocontrol.int 20. Davis Polk Wardwell LLP Professional $347,105 Attn.: John Amorosi Services 450 Lexington Avenue New York, New York 10017 Phone: (212) 450‐5700 Email: john.amorosi@davispolk.com 21. Shreveport Airport Authority Trade Debt $292,573 Attn: Thomas De'Lontrell 5130 Hollywood Avenue, Suite 300 Shreveport, Louisiana 7110 Phone: (318) 673‐5370 Email: delontrell.thomas@shreveportla.gov 22. AMP Aero Services Trade Debt $292,430 Attn.: Alvaro Pereira 11900 SW 128th Street, Suite 100 Miami, Florida 33186 Phone: (833) 267‐2376 Email: sales@amp‐aero.com 23. Chevron Corp. Trade Debt $292,101 Attn: Marcela Cendoya Cecilia Grierson 355 Buenos Aires, Argentina Phone: + 54‐11‐4338‐1800 (int. 1963) Email: bacraviation@chevron.com 24. Component Overhaul Services Corp. Trade Debt $289,350 Attn.: Mercy Medina 5603 NW 159th Street Miami Gardens, Florida 33014 phone: (305) 406‐3885 Email: mercy@componentoh.com 25. Honeywell International Inc. Trade Debt $287,127 Attn: Kevin DeLeon 21111 N 19th Avenue Phoenix, Arizona 85027 Phone: (862) 225‐5428 Email: kevinleonardo.deleon@honeywell.com 26. RPM Aircraft LLC Trade Debt $283,268 Attn.: Jonathan Marinez 6201 W. Imperial Highway, 2nd Floor Los Angeles, California 90045 Phone: (310) 946‐1718 Email: jmarinez@rmppa.org 27. United Rentals Trade Debt $238,782 Attn: Maryana Howash 9760 Old Seward Highway Anchorage, Alaska 99515‐2137 Phone: (907) 349‐4425 Email: mhowash@ur.com 28. Boeing Commercial Airplane Group Trade Debt $212,692 Attn.: Lyla Smith P.O. Box 277851 Atlanta, Georgia 30384‐7851 Phone: (425) 306‐0447 Email: lyla.f.smith@boeing.com 29. City of Chicago Trade Debt $191,082 Attn.: Jason Mis 121 N LaSalle Street, Room 700 Chicago, Illinois 60602 Phone: (312) 744‐4484 Email: Jason.Mis@CityofChicago.org 30. Aero Accessories & Repair Trade Debt $162,167 Attn.: Carlos Diaz 15501 SW 29th Street, Suite 201 Miramar, Florida 33027 Phone: (954) 266‐1300 Email: cdiaz@aeroaccessories.us 1. To the Debtors' knowledge, Trans-Caribbean Cargo Corp. may have recorded judgment liens against Western Global Airlines, Inc. and filed liens against certain of its property, including aircraft. The Debtors believe these liens, to the extent determined to be valid, enforceable and not avoidable, are junior in priority to liens held by the Debtors' secured lender and, therefore, have identified TCC as the holder of an unsecured claim. WESTERN GLOBAL: Files Voluntary Chapter 11 Bankruptcy Petition -------------------------------------------------------------- Western Global Airlines ("WGA" or the "Company"), a US FAA 121 cargo airline, on Aug. 7 disclosed that the Company has reached an agreement with key financial stakeholders, including existing bondholders holding more than 85% of the outstanding senior unsecured notes due in 2025 (the "Ad Hoc Group"), in support of a reorganization plan to stabilize the business and its financial future, with WGA's founder, Jim Neff, reinvesting alongside bondholders and other financial partners. This agreement ensures that WGA continues to operate without interruption and meets customer needs with safe, effective, on-time service delivery. To implement the plan, WGA has filed for voluntary protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Company enters the process with a commitment for more than $77 million of debtor-in possession ("DIP") financing from Jim Neff and certain members of the Ad Hoc Group (the "Plan Investors") that will support the Company's operations through the Chapter 11 cases and provide WGA with a strong balance sheet after it has emerged to even better serve its customers. The agreement reached with the Ad Hoc Group is memorialized in a Restructuring Support Agreement ("RSA") that includes the terms of a Chapter 11 plan of reorganization. Once the reorganization is implemented, it will materially reduce the Company's debt by over $450 million, infuse significant new capital into the Company, and give the reorganized WGA the ability to continue its commitment to sharing the economic benefits of ownership with employees. The RSA achieves many of the goals WGA sought from the outset of its restructuring efforts, including deleveraging the balance sheet by 86% and partnering with new investors. Moreover, WGA's proposed partnership with the Plan Investors and the Ad Hoc Group is indicative of its strong and promising future. Additionally, it is the parties' intention to provide consideration to the Employee Stock Ownership Plan (ESOP). WGA will continue to operate as usual and provide reliable and safe service to its customers throughout the reorganization process and going forward. The Company, the Founder, the Plan Investors, and the Ad Hoc Group are focused on moving through this process expeditiously and thoughtfully to the benefit of employees, customers, and other stakeholders. This follows a substantial investment by Jim Neff on June 29, 2023, wherein he purchased the Company's $115 million of outstanding senior secured debt for $45 million in a competitive process independently conducted by the lenders--a transaction that immediately improved the Company's lending conditions. To further support the restructuring process under the terms of the proposed plan described in the RSA, Jim Neff has also agreed to forego some of the statutory rights that he would otherwise maintain as the holder of this debt and pass on the $70 million benefit to the other stakeholders, including the bondholders, the employees, and the ESOP, to provide greater consideration and value to them. "As the Founder and CEO of Western Global Airlines, I have always understood the unique value proposition that WGA brings to the world as a reliable, responsive, and low-cost international air cargo provider," said Jim Neff. "I am --and always will be -- loyal to WGA and its employee team. As such, my number one priority is preserving the long-term viability and value of WGA and protecting our employees. All my objectives regarding the Company align with this overriding goal. The plan we have outlined in the RSA reflects my continued dedication to and belief in WGA, along with the overwhelming support of our key financial stakeholders. I am confident that this plan will tremendously strengthen our financial position and ensure a better future for WGA, our people, and our customers. As always, we have the utmost gratitude to our employees, loyal customer base, and industry partners for their enduring support and appreciate the continued collaboration with our largest financial stakeholders." WGA has filed certain "first day" motions within the U.S. Bankruptcy Court that, upon approval, will support ordinary-course operations including, but not limited to, continuing employee compensation and benefits programs, honoring customer commitments, and fulfilling go-forward obligations to vendors. Such motions are typical in the Chapter 11 process, and WGA expects that they will be approved within the first few days of the case. For more information about Western Global Airlines' Chapter 11 case, please visit https://cases.stretto.com/WGA or call our hotline at 844.500.8484 (for toll-free U.S. and Canada calls) or 949.522.9797 (for tolled international calls). The Company is supported by Weil, Gotshal & Manges LLP and Richards, Layton & Finger as legal counsel, Evercore as investment banker, FTI Consulting as restructuring advisor, and Seabury as commercial advisor. The Ad Hoc Group is advised by Paul, Weiss, Rifkind, Wharton & Garrison LLP and Landis Rath & Cobb LLP as legal counsel and Ducera Partners LLC as investment banker. About WGA Headquartered in Estero, Florida, with an MRO in Shreveport, Louisiana, Western Global Airlines provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. We are your premier 21(st) century, high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. In only 10 years, Western Global has become a leading, global logistics powerhouse, safely and reliably flying to over 400 cities in 135 countries on six continents on behalf of its diverse, blue chip, client base in the logistics industry. WESTERN GLOBAL: Reaches Deal With Creditors on Bankruptcy Financing ------------------------------------------------------------------- Erin Hudson of Bloomberg Law reports that Western Global Airlines LLC has reached a deal with creditors that would allow the cargo carrier to keep operating while it reworks its debt load in a potential bankruptcy, according to people familiar with the matter. The distressed carrier has lined up $77.3 million of bankruptcy financing at a rate of 9% over the Secured Overnight Financing Rate to fund the company's operations while in Chapter 11 protection, according to the people, who asked not to be identified because the matter is private. About Western Global Western Global Airlines, LLC, is an American cargo airline based in Estero, Florida. The company's services include aircraft leasing, commercial charters and military charters. Its main hub is located at Southwest Florida International Airport in Fort Myers, Florida. WILLIAMS INDUSTRIAL: 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 Williams Industrial Services Group, Inc. and its affiliates. The committee members are: 1. Augusta Industrial Services, Inc. Attn: Jonathan Cosper 15 Lovers Lane Augusta, GA 30901 Phone: (706) 798-8437 Email: j.cosper@augustaindustrial.com 2. Hudson Elevator Group Attn: Brian Farley 963 Van Duser Street Staten Island, NY 10304 Phone: (718) 720-6600 Email: bfarley@hudsonelevator.com 3. International Plant Services Attn: Thomas Schanze 1602 Old Underwood Road LaPorte, TX 77571 Phone: (904) 571-2819 Email: thomas.schanze@intlplantservice.com 4. Sunbelt Rentals, Inc. Attn: Ronald P. Matley 1275 West Mound Street Columbus, OH 43223 Phone: (803) 578-5074 Email: rmatley@sunbeltrentals.com 5. Thompson Building Wrecking Co., Inc. Attn: JP Goulet 631 11th Street Augusta, GA 30901 Phone: (706) 722-1432 Email: jp@thompsonwrecking.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 Williams Industrial Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. WOLF EMPIRE: Gets OK to Hire Robert Newark as Bankruptcy Attorney ----------------------------------------------------------------- Wolf Empire Estates, LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Robert Newark, III, a practicing attorney in Dallas, Texas, to handle its Chapter 11 case. Mr. Newark charges an hourly fee of $400 for his services while legal assistants and paralegals charge an hourly fee of $95. In addition, Mr. Newark will seek reimbursement for work-related expenses incurred. Mr. Newark disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Newark holds office at: Robert C. Newark, III, Esq. A Newark Firm 1341 W. Mockingbird Lane 600W Dallas, TX 75247 Tel: 866-230-7236 Email: robert@newarkfirm.com About Wolf Empire Estates Wolf Empire Estates, LLC is engaged in activities related to real estate. The company is based in Wills Point, Texas. Wolf Empire Estates filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Texas Case No. 23-60276) on June 5, 2023, with total assets of $1,440,502 and total liabilities of $1,190,991. Mark A. Weisbart, Esq., at Hayward, PLLC has been appointed as Subchapter V trustee. Judge Joshua P. Searcy oversees the case. The Debtor is represented by Robert C. Newark, III, Esq., at A Newark Firm. WORCESTER COUNTRY: Condo Trust Opposes Plan Sale of Property ------------------------------------------------------------ The Country Club Acres Trust ("Condominium Trust"); Betty Clark, Paul Scopton, Gerald Stevens, Phyllis Taylor, Bruce Wells, Kathleen Wells, and Judith Wexler (collectively, "Unit Owner Plaintiffs"); and Theodore Ruetenik, Judy Mouradian, Linda Baker, Michael Baker, and Anthony Lapetina (collectively, "Select Unit Owners"), request that the Court deny the Worcester Country Club Acres, LLC's request to approve the Amended Disclosure Statement and the request for related relief. The First Amended Liquidating Plan of Reorganization of Worcester Country Club Acres, LLC ("Plan") is premised upon the free and clear sale of real estate consisting of the common areas (including certain improvements thereon) of the Country Club Acres Condominium, which are owned by the Condominium's unit owners, not Country Club Acres, LLC ("Debtor"), and development rights, which have expired. The Debtor may only sell property of the bankruptcy estate. The Debtor cannot sell property that it does not own, or which no longer exists, and then use the proceeds of the sale to pay its creditors. The Debtor cannot consummate a plan of liquidation where funding is generated solely from property owned by the unit owners without their consent. There is no reason to approve the Amended Disclosure Statement, which describes the unconfirmable Plan. Moreover, there is no reason for the Bankruptcy Court to intervene in a principally two-party dispute, which is being adequately adjudicated in the Massachusetts Land Court. The Amended Disclosure Statement is also deficient in material respects. Attorney for the Condominium Trust, Unit Owner Plaintiffs, and Select Unit Owners: Laura White Brandow, Esq. MORIARTY TROYER & MALLOY LLC One Adams Place, 859 Willard Street, Suite 440 Quincy, MA 02169 Telephone: (781) 817-4900 E-mail: lbrandow@lawmtm.com About Worcester Country Club Acres Worcester Country Club Acres, LLC, is a Single Asset Real Estate formed for the purpose of development of age-restricted residential condominiums. Worcester Country Club Acres filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 23-40446) on June 8, 2023. Andrew G. Lizotte, Esq. of MURPHY & KING, P.C., is the Debtor's counsel. In the petition signed by Farooq Ansari, managing member, the Debtor disclosed $1 million to $10 million in assets and liabilities. YELLOW CORP: Bankruptcy Stands to Impact CBAs --------------------------------------------- James Nani and Ian Kullgren of Bloomberg Law report that the anticipated bankruptcy of trucking giant Yellow Corp. stands to have a major impact on collective bargaining agreements that cover roughly 22,000 workers, offering a chance to test when union contracts can survive insolvency proceedings. Bankruptcy law contains provisions that arguably give unions more leverage to fight to keep their contracts in place as the company decides how to pay creditors, reorganize, or wind-down. Businesses, for example, generally face a higher bar to reject a bargaining agreement during a Chapter 11 proceeding than some other types of contracts. Those measures will likely come into play between Yellow and the Teamsters, which represents a large swath of the company's 30,000 workers. The union threatened to go on strike last month after the company initially failed to make a $50 million payment for employee benefits. On Monday, July 31, 2023, the union said it was served with a legal notice that the Nashville, Tenn.-based company is ceasing operations and liquidating. Teamsters General President Sean M. O'Brien called the news "unfortunate but not surprising." "Yellow has historically proven that it could not manage itself despite billions of dollars in worker concessions and hundreds of millions in bailout funding from the federal government," O'Brien said. In June 2023, the company said a modernization effort opposed by the Teamsters leadership was critical to its "ability to survive" because of its need to refinance $1.3 billion in debt, including a $729.4 million US Treasury loan due to mature in September 2024. Chapter 11 Path? Yellow may be contemplating a Chapter 11 filing that could still ultimately lead to the company’s liquidation. Bruce Chan, a transportation and logistics analyst at investment banking firm Stifel, said he believes a liquidation is far more likely than a reorganization. In recent years, notable liquidations in the industry include New England Motor Freight Inc., Celadon Group Inc., and Comcar Industries Inc. There's usually a small pool of potential buyers within the industry, and those outside the industry may be reluctant to pick up associated labor contracts for a variety of reasons, Chan said. "These are extremely difficult businesses to run and manage," Chan said. "Yellow has already been through two out-of-court restructurings and it hasn't really done much obviously—the company is still struggling significantly." In Chapter 11, it often falls to creditors or the Department of Justice's bankruptcy watchdog, known as the US Trustee, to try hold the debtor's management accountable, said Tristan Axelrod, a partner at Brown Rudnick LLP's bankruptcy and corporate restructuring practice group. Large companies rarely file for Chapter 7 -- the bankruptcy statute meant for businesses closing up shop -- even when their only option is to liquidate. That's because under Chapter 7, a trustee is appointed who could look into litigation claims against the managers responsible for the company's downfall, Axelrod said. "All that to say—liquidation is always likely and, just observing what's been publicly reported, seems likely here as a matter of procedure," Axelrod said. "More important is whether any assets (eg trucks) or operations (eg entire shipping contracts or business lines) can be sold off intact first. If so, maybe some jobs are saved and new CBAs negotiated." Unions Amid Bankruptcy Bankrupt companies often sell off assets using a competitive process called a "363 sale" that has the benefit of stripping liens and other baggage. But collective bargaining agreements are generally dealt with under Section 1113 of the bankruptcy code, which was designed to give unions more leverage. Congress added the provision in 1984 after a series of cases where businesses used the bankruptcy code to subvert union contracts. "The showing must be particularly high for the court to reject the CBA," said Marshall Babson, a Seyfarth Shaw attorney who held a Democratic seat on the National Labor Relations Board at the time. In Chapter 11, a debtor can often choose to reject, continue, or hand over various contracts. Under Section 1113, a bankrupt business must first have to make a reasonable proposal to change a CBA before rejecting it, Axelrod said. That process sometimes plays out with the bankrupt business starting a competitive sale process for all or parts of its assets, Axelrod said. A debtor may promise to try to find a buyer who will try take up the CBA and give preference to those bids by giving them extra value at an auction, he said. One of the more recent high-profile conflicts involved the bankruptcy of the Trump Taj Mahal casino in Atlantic City, N.J. The US Court of Appeals for the Third Circuit ruled in 2016 that then-candidate Donald Trump's company didn't have to fulfill a CBA with workers at the property, since the contract had technically expired five days before the bankruptcy filing. The Third Circuit sought to resolve a conflict between Section 1113 and the National Labor Relations Act, the 1935 law that gives union rights to private sector workers. The bankruptcy code allows businesses to reject labor contracts under certain circumstances, while the federal labor law prevents employers from unilaterally changing labor agreements, even if those agreements have expired. The court sided with the bankruptcy law. Section 1113, the court noted, made no mention of the employer maintaining the status quo after an agreement expires. 'Slim Pickings' Unions often find themselves in the back of the line, fighting for scraps after banks and other creditors have already picked the corpse clean, said Seth Goldstein, an attorney for the Amazon Labor Union in New York. "There's slim pickings," he said. Axelrod said he was hard-pressed to find an example of a Chapter 11 sale process that resulted in a buyer taking up the CBA in recent years. One of the biggest reasons is that the contracts almost always require employers to contribute to a union's pension fund and incur "withdrawal" liability calculated in connection with the funding levels of the funds, Axelrod said. "The Teamsters' multi-employer pension funds are, very generally and notwithstanding some assistance under the 2021 stimulus bill, severely underfunded," Axelrod said. "Pensions are generally underfunded, so the withdrawal liability can be enormous -- it can go over a million dollars per union employee." The issue has already attracted government attention. The Pension Benefit Guaranty Corporation, the US agency meant to protect private-sector pension plans, told Bloomberg Law it's "closely monitoring the situation" at Yellow Corp. Yellow said last week it was discussing with several parties the sale of Yellow Logistics Inc., its non-union, third-party logistics subsidiary. The fate of Yellow's $137 million lawsuit against the union in June for "unjustifiably blocking" integration of its trucking divisions isn't yet clear. The company has criticized O'Brien's "militant approach" to opposing the changes. CBA Rejection Potential buyers may place bids for assets under the condition that Yellow reject the CBA, allowing a winner to pick them up without the legacy liabilities, Axelrod said. That would give Yellow the ability to tell a court that rejecting the CBA is reasonable because they can't sell the assets, he said. Chan said Yellow's assets are probably worth close to peak. He pointed to a good industrial real estate market and recent upgrades to Yellow's truck and trailer assets stemming in part from a controversial $700 million Cares Act loan to buy new equipment. "The sooner you can get rid of those assets, the sooner you can put them on the market," Chan said. The Teamsters can't afford to give up ground because it would undermine their other contracts with other trucking companies -- especially the tentative agreement with UPS covering 340,000 workers, said Michael Belzer, a Wayne State University economics professor who studies freight trucking. If Yellow rejects its union contract in bankruptcy, generally the withdrawal liability is triggered and the bankruptcy estate pays it -- but likely at only pennies on the dollar, Axelrod said. Employers and their lawyers and other professionals have become "very, very savvy at playing 'hardball' against creditors in bankruptcy (unions and otherwise)," he said. "It is a very, very common playbook seen in many recent cases involving Teamsters, mine workers, and many other unions and CBAs," Axelrod noted. But that process isn't required, Axelrod noted. Yellow can still negotiate with its union, and try to file a plan that doesn't sell its assets by stripping contracts, he said. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corp reported net income of $21.8 million in 2022, a net loss of $109.1 million in 2021, a net loss of $53.5 million in 2020, and a net loss of $104 million in 2019. As of March 31, 2023, the Company had $2.15 billion in total assets, $639.5 million in total current liabilities, $1.47 billion in long-term debt, $137.6 million in pension and postretirement, $91.6 million in operating lease liabilities, $250.1 million in claims and other liabilities, and a total shareholders' deficit of $436.6 million. YELLOW CORP: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Twenty-four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. Yellow Corporation (Lead Case) 23-11069 11500 Outlook Street, Suite 400 Overland Park, Kansas 66211 1105481 Ontario Inc. 23-11070 Express Lane Service, Inc. 23-11071 New Penn Motor Express LLC 23-11072 Roadway Express International, Inc. 23-11073 Roadway LLC 23-11074 Roadway Next Day Corporation 23-11075 USF Bestway Inc. 23-11076 USF Dugan Inc. 23-11077 USF Holland International Sales Corporation 23-11078 USF Holland LLC 23-11079 USF RedStar LLC 23-11080 USF Reddaway Inc. 23-11081 Yellow Freight Corporation 23-11082 Yellow Logistics, Inc. 23-11083 YRC Association Solutions, Inc 23-11084 YRC Enterprise Services, Inc. 23-11085 YRC Freight Canada Company 23-11086 YRC Inc. 23-11087 YRC International Investments, Inc. 23-11088 YRC Logistics Inc. (Filed 8/7/2023) 23-11089 YRC Logistics Services, Inc. (Filed 8/7/2023) 23-11090 YRC Mortgages, LLC (Filed 8/7/2023) 23-11091 YRC Regional Transportation, Inc. (Filed 8/7/2023) 23-11092 Business Description: Yellow Corporation is a holding company that, through its operating subsidiaries, offers its customers a wide range of transportation services. Chapter 11 Petition Date: August 6, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Craig T. Goldblatt Debtors' Bankruptcy Counsel: Patrick J. Nash Jr., P.C. David Seligman, P.C. Whitney Fogelberg, Esq. KIRKLAND & ELLIS LLP AND KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: patrick.nash@kirkland.com david.seligman@kirkland.com whitney.fogelberg@kirkland.com - and - Allyson B. Smith, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 Email: allyson.smith@kirkland.com Debtors' Local Bankruptcy Counsel: Laura Davis Jones, Esq. Timothy P. Cairns, Esq. Peter J. Keane, Esq. Edward Corma, Esq. PACHULSLKI STANG ZIEHL JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com pkeane@pszjlaw.com ecorma@pszjlaw.com Debtors' Investment Banker: DUCERA PARTNERS LLC Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS LLC Total Assets as of March 31, 2023: $2,152,200,000 Total Debts as of March 31, 2023: $2,588,800,000 The petitions were signed by Matthew A. Doheny as chief restructuring officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AXFHTVY/Yellow_Corporation__debke-23-11069__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. BNSF Railway Company Trade Payable $6,309,235 Attn: Katie Farmer President and Chief Executive Officer 2650 Lou Menk Dr Fort Worth, TX 76131 Email: katie.farmer@bnsf.com 2. EXL Service Holdings Inc. Trade Payable $3,331,326 Attn: Rohit Kapoor Vice Chairman and Chief Executive Officer 320 Park Ave 29th Floor New York, NY 10022 Phone: (917) 842-8330 Email: rohit.kapoor@exlservice.com 3. Amazon Customer $2,091,899 Attn: Andy Jassy Overpayment & President and Chief Executive Officer Customer 410 Terry Ave N Incentive Seattle, WA 98109 Phone: (206) 266-2261 Email: andyj@amazon.com 4. Pilot Travel Centers LLC Trade Payable $1,860,839 Attn: Adam Wright Chief Executive Officer 5500 Lonas Drive Knoxville, TN 37909 Email: awright@pilotflyingj.com 5. Home Depot Cargo-Related $1,663,577 Attn: Ted Decker Claim, Customer Chairman, President & Chief Overpayment & Executive Officer Customer 2455 Paces Ferry Rd SE Overcharge Atlanta, GA 30339 Email: ted_decker@homedepot.com 6. Belk Express Trade Payable $1,198,204 Attn: Anthony Belk, Principal 7814 Scrapeshin Trail Chattanooga, TN 37421 Tel: (423) 503-1236 Fax: (423) 521-3757 Email: aggoalie@yahoo.com 7. RFT Logistics LLC Trade Payable $1,105,997 Attn: Christopher Mejia Chief Executive Officer 14439 NW Military Hwy Suite 108-607 San Antonio, TX 78231 Phone: (512) 905-2797 Email: truckload@rftlogistics.com 8. Penske Truck Leasing Trade Payable $1,104,630 Attn: Brian Hard President and Chief Executive Officer Route 10 Green Hills Reading, PA 19603 Phone: (252) 446-1106 Email: b.hard@gopenske.com 9. Union Pacific Railroad Trade Payable $1,089,196 Attn: Jennifer Hamann Executive Vice President and Chief Financial Officer 1400 Douglas St Omaha, NE 68179 Email: jhamann@up.com 10. Goodyear Tire & Rubber Company Trade Payable & $1,039,640 Attn: Christina Zamarro Cargo-Related Executive Vice President and Claim Chief Financial Officer 200 Innovation Way Akron, OH 44316-0001 Email: christina_zamarro@goodyear.com 11. Michelin North America Inc. Trade Payable $1,020,609 Attn: Alexis Garcin President and Chief Executive Officer 1 Parkway S Greenville, SC 29615 Email: alexis.garcin@michelin.com 12. Keurig Dr. Pepper Customer $912,969 Attn: Anthony Shoemaker Overcharge Chief Legal Officer & General Counsel 6425 Hall of Fame Lane Frisco, TX 75034 Email: anthony.shoemaker@kdrp.com 13. Direct Chassislink, Inc. Trade Payable $894,689 Attn: Bill Shea Chief Executive Officer 3525 Whitehall Park Drive Suite 400 Charlotte, NC 28273 Email: bill.shea@dcli.com 14. Mid-American Constructors LLC Trade Payable $883,851 Attn: Jarrett R. Minch, Agent 4202 Pingreee Road Howell, MI 48843 Phone: (734) 728-8352 Email: jarrett.minch@swbell.net 15. Bed Bath & Beyond Cargo-Related $878,503 Attn: David Kastin Claim and Executive Vice President, Customer Chief Legal Officer Overpayment 650 Liberty Ave Union, NJ 07083 Email: david.kastin@bedbath.com 16. COTY Customer $867,891 Attn: Sue Nabi Overcharge Chief Executive Officer 350 5th Ave New York, NY 10118 Email: sue_nabi@cotyinc.com 17. Daimler Trucks NA Customer $761,324 Attn: John O'Leary Overcharge President and Chief Executive Officer 4555 North Channel Avenue Portland, OR 97217 Phone: (503) 745-9040 18. North American Transaction Trade Payable $709,858 Services Attn: Barbara Carlson Authorized Representative PO Box 7247-6171 Philadelphia, PA 19170 Phone: (866) 428-6904 Email: vfs.psf.support.na@volvo.com 19. Central Pennsylvania Teamsters Union-Health & Undetermined Attn: William M. Shappell Welfare Fund President and Chairman 1055 Spring Street Wyomissing, PA 19610 Phone: (610) 320-5521 /610-320-5505 Email: pensionfund@centralpateamsters.com 20. Central States H&W Fund Union- Health & Undetermined Attn: Thomas Nyhan Welfare Fund Executive Director 8647 West Higgins Rd. Rosemont, IL 60631 Phone: (847) 648-0010 Email: thomas.nyhan@myteamcare.org 21. Central States Pension Union-Pension Undetermined Attn: Thomas Nyhan Fund Executive Director 8647 West Higgins Rd. Rosemont, IL 60631 Phone: (847) 648-0010 Email: thomas.nyhan@myteamcare.org 22. IAM National 401K Plan Union-Pension Undetermined Attn: Robert Martinez, Jr. Fund and Pension President Withdrawal Liability c/o International Association of Mahinists 12365 St. Charles Rock Road Bridgeton, MO 63044 Phone: (888) 739-6442/(314) 739-6442 Fax: (314) 739-2374 Email: bobby.martinez@iamaw.ca 23. IBT Local 710 Union-Pension & Undetermined Attn: Sean O'Brien Health and Welfare General President Fund c/o International Brotherhood of Teamsters 25 Louisiana Ave, N.W. Washington, DC 200001 Phone: (202) 624-6800 Email: sobrien@teamster.org 24. Local 707 Union-Pension & Undetermined Attn: Kevin McCaffrey Health & Welfare President Fund 14 Front Street Suite 301 Hempstead, NY 11550 Phone: (516) 560-8501 Email: kmccaffrey@ibt707.com 25. Local 805 Pension and Union-Pension Undetermined Retirement Plan Withdrawal Attn: Arthur Katz Liability Plan Trustee 60 Broad Street 37th Floor New York, NY 10004 Tel: (212) 308-4200 Fax: (212) 308-4545 26. Michigan Conference of Union-Health & Undetermined Teamsters Welfare Fund Attn: Kyle Stallman Executive Director 2700 Trumbull Avenue Detroit, MI 48216 Phone: (313) 964-2400/ (800) 572-7687 Email: stallman@mctwf.org 27. NY State of Teamsters Council Union-Pension Undetermined Attn: John A. Bulgaro & Health and Co-Chairman Welfare Fund 151 Northern Concourse Syracuse, NY 13212-4047 Phone: (315) 455-9790 28. Pension Benefit Guaranty Union-Pension Undetermined Corporation Attn: Patricia Kelly Chief Financial Officer 1200 K. Street, NW Washington, DC 20015 Tel: (202) 326-4110 Fax: (202) 229-4047 Email: bgcpublicaffairs@pbgc.gov 29. Teamsters National 401K Union-Pension Undetermined Savings Plan Fund Attn: Sean O'Brien General President c/o International Brotherhood of Teamsters 25 Louisiana Ave, N.W. Washington, DC 200001 Phone: (202) 624-6800 Email: sobrien@teamster.org 30. Western Teamsters Union-Health and Undetermined Welfare Fund Welfare Fund Attn: Chuck Mack Union Chairman and Fund Trustee 2323 Eastlake Ave. E Seattle, WA 98102 Phone: (206) 329-4900/ (800) 531-1489 Email: chuckmack620@gmail.com YELLOW CORP: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------- Yellow Corporation (NASDAQ: YELL) and certain of its direct and indirect subsidiaries (collectively, the "Company" or "Yellow") filed voluntary petitions for relief under Chapter 11 (the "Chapter 11 Cases") of the U.S. Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") for the Company's planned operational wind-down. To facilitate this process, the Company expects to enter into an agreement, setting forth the terms and conditions of a debtor-in-possession financing facility (the "DIP Facility"). Upon approval by the Bankruptcy Court and the satisfaction of the conditions set forth in the agreement, the DIP Facility will provide the Company with needed liquidity which will be used to support the businesses throughout the marketing and sale process, including payment of certain prepetition wages. The Company and its subsidiaries continue to manage their businesses and properties as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company filed a number of motions with the Bankruptcy Court designed to facilitate the Company's orderly wind-down of the businesses. Certain of these motions seek authority from the Bankruptcy Court for the Company to make payments upon, or otherwise honor, certain obligations that arose prior to the filed voluntary petitions, including obligations related to employee wages, salaries and benefits, taxes, and certain vendors and other providers of goods and services essential to the Company's businesses. The Company expects that the Bankruptcy Court will approve the relief sought in these motions on an interim basis. "It is with profound disappointment that Yellow announces that it is closing after nearly 100 years in business," said Yellow's Chief Executive Officer, Darren Hawkins. "Today, it is not common for someone to work at one company for 20, 30, or even 40 years, yet many at Yellow did. For generations, Yellow provided hundreds of thousands of Americans with solid, good-paying jobs and fulfilling careers." Yellow employees took great pride in servicing customers from big box stores to small family businesses across America. Its 30,000 freight professionals, both union and non-union employees, were the unsung heroes throughout the pandemic, delivering goods to every state, ensuring that our supply chain kept moving and our economy remained strong. "All workers and employers should take note of our experience with the International Brotherhood of Teamsters ("IBT") and worry," said Hawkins. "We faced nine months of union intransigence, bullying and deliberately destructive tactics. A company has the right to manage its own operations, but as we have experienced, IBT leadership was able to halt our business plan, literally driving our company out of business, despite every effort to work with them." Several years ago, Yellow recognized that it needed to modernize operations to compete with non-union carriers that increasingly dominated the industry. Yellow developed the common-sense "One Yellow" business plan to make Yellow more competitive while strengthening jobs and improving customer service. One Yellow called for raising employees' pay and creating more jobs, while providing stability for all stakeholders. One Yellow aimed to put Yellow on the right path, fixing legacy issues created long ago, making Yellow the industry-dominant company it once was. The operational changes necessary to implement One Yellow required approval from IBT leadership. In August 2022, IBT leadership approved the first phase of One Yellow in the western U.S. and the plan was a success: redundancies were reduced, freight departed terminals earlier and customer service improved. Unfortunately, despite Phase One's approval and success, IBT leadership implemented a nine-month blockade, halting the remainder of Yellow's business plan. This caused Yellow irreparable harm. In the spring, while their blockade of One Yellow was ongoing, IBT leaders demanded that Yellow open its contract nearly one year early, and Yellow agreed, yet its goodwill was met with hostility. Instead of negotiating a contract, Yellow faced months of public insult from IBT, including a social media post depicting a tombstone with Yellow's name on it along with the dates 1924-2023. This ruthless campaign included repeated public taunts calling for Yellow's demise and was intended to put Yellow out of business. At the same time, IBT leadership spread false claims that Yellow was trying to exact "concessions" from its union employees. Nothing was further from the truth. Combined with months of refusals to negotiate, IBT leaders' campaign against Yellow caused grave concern among investors, drove away customers, and put 30,000 jobs at risk. By summer, Yellow's losses from the delay in implementing One Yellow had reached more than $137 million in adjusted EBITDA. On June 26, 2023, Yellow filed a lawsuit against IBT citing breach of contract and loss of enterprise value. The lawsuit is pending, and the damages have grown since. For more information, please visit https://investors.myyellow.com/news-releases/news-release-details/yellow-corporation-files-137-million-lawsuit-against. As the IBT continued to stonewall and publicly disparage Yellow, Yellow management kept employees informed that the situation was increasingly dire. Yellow made it clear to IBT leadership that their blockade of One Yellow severely constrained Yellow's cash flow and its ability to refinance debt. Yellow was forced to take measures to preserve liquidity to give IBT leaders more time to finally engage. Instead, IBT leaders announced a strike against Yellow's then-significantly wounded company. Customers fled and business was not recoverable. "While IBT leaders may believe they won a battle against Yellow, it's our employees and their families who have lost," said Hawkins. "We tried everything to work with IBT leadership and did all we could to save employees' jobs. We are crushed by today's announcement, yet we are grateful to our tens of thousands of employees who took care of our customers until the end. Our employees are professionals who, despite heavy hearts, worked diligently to clear the docks, deliver remaining freight, and close our terminal doors one last time. It is with this same professionalism that we intend to wind down our business, maximize recoveries for creditors and pay back the CARES Act loan in full." Yellow is committed to helping its employees find new work. Yellow has partnered with the American Trucking Associations (ATA) to launch its first searchable job database, specifically for Yellow employees. This initiative intends to streamline job placement while giving ATA member companies the ability to connect with thousands of skilled freight and operations professionals, mechanics, logisticians and more. For information on the initiative, please visit https://www.trucking.org/jobseeker. For more information about Yellow Corporation's Chapter 11 case, please visit https://dm.epiq11.com/YellowCorporation or contact Epiq, the Company's noticing and claims agent, at (866) 641-1076 (Toll Free), +1 (503) 461-4134 (International) or by e-mail at YellowCorporationInfo@epiqglobal.com. Legal Counsel Kirkland & Ellis LLP is serving as the Company's restructuring counsel, Pachulski Stang Ziehl & Jones LLP is serving as the Company's Delaware local counsel, Kasowitz, Benson and Torres LLP is serving as special litigation counsel, Goodmans LLP is serving as the Company's special Canadian counsel, Ducera Partners LLC is serving as the Company's investment banker, and Alvarez and Marsal is serving as the Company's financial advisor. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corp reported net income of $21.8 million in 2022, a net loss of $109.1 million in 2021, a net loss of $53.5 million in 2020, and a net loss of $104 million in 2019. As of March 31, 2023, the Company had $2.15 billion in total assets, $639.5 million in total current liabilities, $1.47 billion in long-term debt, $137.6 million in pension and postretirement, $91.6 million in operating lease liabilities, $250.1 million in claims and other liabilities, and a total shareholders' deficit of $436.6 million. YELLOW CORP: Teamster Union Comments on Bankruptcy Filing --------------------------------------------------------- International Brotherhood of Teamsters on Aug. 7 disclosed that despite extracting billions of dollars from workers and the government, Yellow Corp. abandoned its entire workforce one more time late Sunday as they embarrassingly filed for Chapter 11 bankruptcy. The Teamsters denounce any attempt by the company to evade its financial obligations through legal maneuvers. "Yellow may try to use the courts to eradicate its financial responsibilities, but they can't escape the truth. Teamster families sacrificed billions of dollars in wages, benefits, and retirement security to rescue Yellow. The company blew through a $700 million government bailout. But Yellow's dysfunctional, greedy C-suite failed to take responsibility for squandering all that cash. They still don't," said Teamsters General President Sean M. O'Brien. "They shamelessly pin their corporate incompetence on working people. This is what's wrong with Big Business. This is a reminder of why workers' ability to organize and collectively bargain is so crucial to protecting and creating good jobs in America." Yellow has been plagued with financial trouble for nearly two decades as dedicated working families have given up substantial earnings and pension securities to salvage Yellow from its corporate struggles. In 2011, Teamsters agreed to a massive pay cut to keep YRC Freight in business. The concessions from workers continued in the years that followed. In 2020, the government gave the company a $700 million pandemic relief loan in exchange for a 30 percent stake. "Yellow management and the financiers who pull the strings continue to blame union contracts for their demise. The fact is, Teamster-represented companies like ABF and TForce Freight are not only able to fairly compensate workers, they are also wildly profitable," O'Brien said. "The Teamsters successfully and continuously negotiates strong contracts to preserve the integrity of our members' work and ensure they are justly compensated. More than 15,000 members overwhelmingly ratified powerful new national agreements at both ABF and TForce in just the past two months." "When mismanaged companies like Yellow cry about needing more flexibility to modernize, they're telling you they want to take advantage of workers. They want to pay workers less, kill their pensions, and stop paying their benefits. They want to force workers to perform labor they weren't hired to do. All things Yellow is outright guilty of, " said Teamsters General Secretary-Treasurer Fred Zuckerman. "Yellow benefitted from historically low labor costs compared to other freight leaders, yet they still managed to drive the company into the ground. Workers do not own that death. Yellow management must." The Teamsters' legal and economic teams are closely following Yellow's moves throughout bankruptcy proceedings. "Our members' loss of work at Yellow was no fault of their own. They should be the first in line for real relief as bankruptcy moves forward, " said John A. Murphy, Teamsters National Freight Director. "While Yellow's closure represents one last shameful act by a greedy employer, the Teamsters will never desert our brothers and sisters. We will do everything we can to prioritize our members at Yellow and their families during this bankruptcy." Founded in 1903, the Teamsters Union represents 1.2 million hardworking people in the U.S., Canada, and Puerto Rico. Visit Teamster.org to learn more and follow us on Twitter @Teamsters and on Facebook at Facebook.com/teamsters. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corp reported a net income of $21.8 million in 2022, a net loss of $109.1 million in 2021, a net loss of $53.5 million in 2020, and a net loss of $104 million in 2019. As of March 31, 2023, the Company had $2.15 billion in total assets, $639.5 million in total current liabilities, $1.47 billion in long-term debt, $137.6 million in pension and postretirement, $91.6 million in operating lease liabilities, $250.1 million in claims and other liabilities, and a total shareholders' deficit of $436.6 million. * * * As reported by the TCR on August 3, 2023, S&P Global Ratings lowered its issuer credit rating on Yellow Corp. to 'CC' from 'CCC-'. At the same time, S&P lowered the issue-level rating on the company's senior unsecured notes to 'CC' from 'CCC-', with no change in its recovery ratings. The negative outlook reflects S&P's expectation that a default, distressed exchange, or restructuring is inevitable over the near term. Moody's Investors Service downgraded Yellow Corporation's corporate family rating to Caa3 from Caa1, according to a TCR report dated July 3, 2023. Moody's said the rating downgrade reflects Moody's view that Yellow faces significant liquidity challenges as weaker operating performance and stalled union negotiations have eroded the company's cash position. As a result, Moody's believes Yellow's default risk has materially increased as the company moves to preserve liquidity and address upcoming maturities. [*] A&G Named Real Estate Restructuring Firm of the Year -------------------------------------------------------- Global M&A Network has named A&G Real Estate Partners "Real Estate Restructuring Firm of the Year" as part of its 15th Annual Turnaround Atlas Awards -- the latest recognition of A&G's national role as a provider of portfolio-optimization strategy, lease-restructuring and real estate sales. Global M&A Network named as its "Special Situation M&A Deal of the Year" A&G's receiver sale of a nearly 2 million-square-foot agricultural hemp warehouse in Lexington, Kentucky. Conducted with sale partner Murray Wise Associates, the deal also included a nearby CBD production facility. In addition, A&G Co-President Andy Graiser was given the "Restructuring Leadership" award, presented "to a veteran executive for advising on consequential and value-creating distressed transactions, as well as in admiration for contributions made in the industry." Graiser and A&G Co-President Emilio Amendola received the awards during Global M&A Network's gala event at The Metropolitan Club of New York. The 15th annual awards focused on transactions completed in 2022. "We're honored once again to receive industry recognition for our work in real estate restructuring," Graiser said. A&G continues to be on the front lines of lease restructuring, lease disposition and portfolio-optimization across all sectors of real estate. The New York-based firm is fresh from completing successful projects for, among others, Cineworld (Regal U.S.), Party City, David's Bridal, Bed Bath & Beyond/buybuy BABY, Sprouts and franchisees for several major restaurant chains, including Burger King, Hardee's and Denny's. Demand for good real estate in distressed situations has continued to grow, Amendola noted. "One example is our successful marketing campaign, along with Eastdil, of Brooklyn's Williamsburg Hotel, which sold earlier this year for a total cash-and-debt price of $96 million," he said. All told, A&G has achieved occupancy cost savings of more than $3 billion over the past three years alone, bringing the total figure to nearly $12 billion on behalf of 800+ clients in every real estate sector. Meanwhile, A&G has now sold more than $12 billion of owned real estate and leases. "In addition to working with our clients with their lease optimization programs, we are also continuing our work with Chico's, assisting them with their growth initiatives," Graiser said. Along with the 2023 award, Global M&A Network named A&G "Real Estate Restructuring Firm of the Year" in 2019, 2020, 2021 and 2022. A&G and/or its cofounders have received multiple honors from the privately and women-owned organization, including "Top 100 Restructuring Professionals," "Leadership Achievement Award," "Chapter 11 Restructuring of the Year," 'Consumer Retail Restructuring of the Year," and "Distressed M&A Deal of the Year." About Global M&A Network Global M&A Network produces world's most prestigious awards including the M&A Atlas Awards, Turnaround Atlas Awards and Women Leaders & Dealmakers Atlas Awards for the past 15 years from New York, Washington DC, London, Mumbai, Shanghai, Delhi to Hong Kong. [*] Five Partners to Join Morgan Lewis' Finance Team ---------------------------------------------------- Morgan Lewis will bolster its finance team by bringing in five partners in New York -- a transactional restructuring and bankruptcy litigation team led by Richard Stern and including Michael Luskin, Stephan Hornung, Matthew O'Donnell, and Alex Talesnick. This team will further strengthen the firm's services to financial institutions across corporate, finance, bankruptcy, litigation, and restructuring needs. "Expanding our presence in New York -- an important financial market for many of our clients -- at a key time in the world economy puts us in a great position to assist clients with a variety of financing needs, whether they involve restructuring transactions or litigation," said Firm Chair Jami McKeon. "Clients rely on Morgan Lewis for the highest level of counsel, and welcoming this team in New York expands the depth of our service offerings." "Richard, Michael, Stephan, Matthew, and Alex have worked together for nearly a decade and they bring welcome connections with financial institutions and in-depth knowledge of transactional restructuring and bankruptcy," said Jonathan Bernstein, leader of the firm's finance practice. "As an added benefit, having worked together previously, our newest colleagues understand the importance of close collaboration and we expect they will quickly synergize with the larger finance team across Morgan Lewis." NEW PARTNERS Mr. Stern chaired the restructuring and bankruptcy practice of a national law firm and prior to that represented financial institutions for more than 30 years at Luskin, Stern & Eisler, a bankruptcy boutique he co-founded with Michael Luskin in 1989. He represents financial institutions in out-of-court workouts, restructurings, bankruptcy proceedings, and lending transactions involving complex financial restructurings. Mr. Luskin focuses on representing financial institutions in commercial litigation in state, federal, and bankruptcy courts. He has defended creditors against avoidance, "lender liability," and numerous other actions and represented creditors in loan restructurings and out-of-court workouts. Mr. O'Donnell co-led the debt finance practice of a national law firm and prior to that was a partner at Luskin, Stern & Eisler. He represents financial institutions on the full range of lending transactions, loan restructurings, out-of-court workouts, and bankruptcy proceedings. Mr. Hornung represents financial institutions and other creditors in commercial litigation in state, federal, and bankruptcy courts across the United States. He also regularly represents financial institutions in non-judicial foreclosures, UCC sales, and out-of-court workouts and restructurings. He was a partner with the rest of the team at both a national law firm and Luskin, Stern & Eisler. Mr. Talesnick represents financial institutions in out-of-court workouts, restructuring and bankruptcy proceedings, and asset-based and leveraged financing transactions. He has experience in all aspects of bankruptcy proceedings, including cash-collateral negotiations, 363 asset sales, credit-bidding, pre-negotiated plans of reorganization, exit financing, and distressed debt and claims trading. He was a partner with the rest of the team at both a national law firm and Luskin, Stern & Eisler. About Morgan, Lewis & Bockius LLP Morgan Lewis -- http://www.morganlewis.com-- is recognized for exceptional client service, legal innovation, and commitment to its communities. Its global depth reaches across North America, Asia, Europe, and the Middle East with the collaboration of more than 2,200 lawyers and specialists who provide elite legal services across industry sectors for multinational corporations to startups around the world. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- -------- ABSOLUTE SOFTWRE ABST US 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE OU1 GR 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE ABST CN 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE ABT2EUR EU 528.1 (11.8) (62.1) ABSOLUTE SOFTWRE OU1 GZ 528.1 (11.8) (62.1) ACCELERATE DIAGN AXDX* MM 51.0 (38.7) (25.3) AEMETIS INC AMTX US 210.4 (222.4) (82.4) AEMETIS INC DW51 GR 210.4 (222.4) (82.4) AEMETIS INC AMTXGEUR EZ 210.4 (222.4) (82.4) AEMETIS INC AMTXGEUR EU 210.4 (222.4) (82.4) AEMETIS INC DW51 GZ 210.4 (222.4) (82.4) AEMETIS INC DW51 TH 210.4 (222.4) (82.4) AEMETIS INC DW51 QT 210.4 (222.4) (82.4) AIR CANADA AC CN 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 GR 30,476.0 (1,514.0) (111.0) AIR CANADA ACEUR EU 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 TH 30,476.0 (1,514.0) (111.0) AIR CANADA ACDVF US 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 QT 30,476.0 (1,514.0) (111.0) AIR CANADA ACEUR EZ 30,476.0 (1,514.0) (111.0) AIR CANADA ADH2 GZ 30,476.0 (1,514.0) (111.0) ALNYLAM PHAR-BDR A1LN34 BZ 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE ALNY US 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE DUL GR 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE DUL QT 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE ALNYEUR EU 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE DUL TH 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE DUL SW 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE ALNY* MM 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE DUL GZ 3,402.4 (408.1) 1,754.7 ALNYLAM PHARMACE ALNYEUR EZ 3,402.4 (408.1) 1,754.7 ALPHATEC HOLDING L1Z1 GR 628.2 (4.6) 160.9 ALPHATEC HOLDING ATEC US 628.2 (4.6) 160.9 ALPHATEC HOLDING ATECEUR EU 628.2 (4.6) 160.9 ALPHATEC HOLDING L1Z1 GZ 628.2 (4.6) 160.9 ALTICE USA INC-A ATUS US 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A 15PA GR 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A 15PA TH 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A ATUSEUR EU 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A 15PA GZ 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A ATUS* MM 32,107.7 (381.5) (2,271.1) ALTICE USA INC-A ATUS-RM RM 32,107.7 (381.5) (2,271.1) ALTIRA GP-CEDEAR MOC AR 37,151.0 (3,777.0) (7,326.0) ALTIRA GP-CEDEAR MOD AR 37,151.0 (3,777.0) (7,326.0) ALTIRA GP-CEDEAR MO AR 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7 GR 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO* MM 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO US 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO SW 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MOEUR EU 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO TE 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7 TH 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO CI 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7 QT 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MOUSD SW 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7 GZ 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC 0R31 LI 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC ALTR AV 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MOEUR EZ 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC MO-RM RM 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7 BU 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7D EB 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7D IX 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP INC PHM7D I2 37,151.0 (3,777.0) (7,326.0) ALTRIA GROUP-BDR MOOO34 BZ 37,151.0 (3,777.0) (7,326.0) AMC ENTERTAINMEN AMC US 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 GR 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC4EUR EU 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 TH 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 QT 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC* MM 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 GZ 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AH9 SW 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN AMC-RM RM 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN A2MC34 BZ 8,847.6 (2,590.3) (971.8) AMC ENTERTAINMEN APE* MM 8,847.6 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393.9 LUMINAR TECHNOLO 9FS GR 658.4 (82.3) 393.9 LUMINAR TECHNOLO LAZREUR EU 658.4 (82.3) 393.9 LUMINAR TECHNOLO 9FS TH 658.4 (82.3) 393.9 LUMINAR TECHNOLO 9FS GZ 658.4 (82.3) 393.9 LUMINAR TECHNOLO 9FS QT 658.4 (82.3) 393.9 LUMINE GROUP INC LMN CN 1,481.8 (2,860.1) (3,545.5) LUMINE GROUP INC LMGIF US 1,481.8 (2,860.1) (3,545.5) MADISON SQUARE G MSGS US 1,363.3 (333.0) (248.6) MADISON SQUARE G MS8 GR 1,363.3 (333.0) (248.6) MADISON SQUARE G MSG1EUR EU 1,363.3 (333.0) (248.6) MADISON SQUARE G MS8 TH 1,363.3 (333.0) (248.6) MADISON SQUARE G MS8 QT 1,363.3 (333.0) (248.6) MADISON SQUARE G MS8 GZ 1,363.3 (333.0) (248.6) MANNKIND CORP NNFN GR 298.1 (255.4) 141.4 MANNKIND CORP MNKD US 298.1 (255.4) 141.4 MANNKIND CORP NNFN TH 298.1 (255.4) 141.4 MANNKIND CORP NNFN QT 298.1 (255.4) 141.4 MANNKIND CORP MNKDEUR EU 298.1 (255.4) 141.4 MANNKIND CORP NNFN GZ 298.1 (255.4) 141.4 MARKETWISE INC MKTW* MM 431.7 (264.7) (52.7) MARRIOTT - BDR M1TT34 BZ 25,087.0 (224.0) (4,076.0) MARRIOTT INTERNA MAQD EB 25,087.0 (224.0) (4,076.0) MARRIOTT INTERNA MAQD IX 25,087.0 (224.0) (4,076.0) MARRIOTT INTERNA MAQD I2 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAQ TH 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAQ GR 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAR US 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAQ QT 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAREUR EU 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAQ GZ 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAR AV 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAR TE 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAQ SW 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAREUR EZ 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAR* MM 25,087.0 (224.0) (4,076.0) MARRIOTT INTL-A MAR-RM RM 25,087.0 (224.0) (4,076.0) MATCH GROUP -BDR M1TC34 BZ 4,339.0 (177.5) 594.8 MATCH GROUP INC 0JZ7 LI 4,339.0 (177.5) 594.8 MATCH GROUP INC MTCH US 4,339.0 (177.5) 594.8 MATCH GROUP INC MTCH1* MM 4,339.0 (177.5) 594.8 MATCH GROUP INC 4MGN TH 4,339.0 (177.5) 594.8 MATCH GROUP INC 4MGN GR 4,339.0 (177.5) 594.8 MATCH GROUP INC 4MGN QT 4,339.0 (177.5) 594.8 MATCH GROUP INC 4MGN SW 4,339.0 (177.5) 594.8 MATCH GROUP INC MTC2 AV 4,339.0 (177.5) 594.8 MATCH GROUP INC 4MGN GZ 4,339.0 (177.5) 594.8 MATCH GROUP INC MTCH-RM RM 4,339.0 (177.5) 594.8 MBIA INC MBI US 3,317.0 (899.0) - MBIA INC MBJ GR 3,317.0 (899.0) - MBIA INC MBJ TH 3,317.0 (899.0) - MBIA INC MBJ QT 3,317.0 (899.0) - MBIA INC MBI1EUR EU 3,317.0 (899.0) - MBIA INC MBJ GZ 3,317.0 (899.0) - MCDONALD'S - CDR MDO0 GR 50,442.0 (4,999.1) 1,271.7 MCDONALD'S CORP MDOD EB 50,442.0 (4,999.1) 1,271.7 MCDONALD'S CORP MDOD IX 50,442.0 (4,999.1) 1,271.7 MCDONALD'S CORP MDOD I2 50,442.0 (4,999.1) 1,271.7 MCDONALDS - BDR MCDC34 BZ 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MDO TH 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD TE 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MDO GR 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD* MM 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD US 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD SW 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD CI 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MDO QT 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCDUSD SW 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCDEUR EU 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MDO GZ 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD AV 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCDEUR EZ 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP 0R16 LN 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCD-RM RM 50,442.0 (4,999.1) 1,271.7 MCDONALDS CORP MCDCL CI 50,442.0 (4,999.1) 1,271.7 MCDONALDS-CEDEAR MCDD AR 50,442.0 (4,999.1) 1,271.7 MCDONALDS-CEDEAR MCDC AR 50,442.0 (4,999.1) 1,271.7 MCDONALDS-CEDEAR MCD AR 50,442.0 (4,999.1) 1,271.7 MCKESSON CORP MCK* MM 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK GR 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK US 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK TH 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK1EUR EU 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK QT 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK GZ 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK1EUR EZ 64,096.0 (1,240.0) (2,883.0) MCKESSON CORP MCK-RM RM 64,096.0 (1,240.0) (2,883.0) MCKESSON-BDR M1CK34 BZ 64,096.0 (1,240.0) (2,883.0) MEDIAALPHA INC-A MAX US 140.2 (94.4) (3.7) METTLER-TO - BDR M1TD34 BZ 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTD US 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTO GR 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTO QT 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTO GZ 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTO TH 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTDEUR EU 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTD* MM 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTDEUR EZ 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTD AV 3,370.4 (89.7) 238.5 METTLER-TOLEDO MTD-RM RM 3,370.4 (89.7) 238.5 MSCI INC 3HM GR 4,762.8 (1,193.7) 306.1 MSCI INC MSCI US 4,762.8 (1,193.7) 306.1 MSCI INC 3HM QT 4,762.8 (1,193.7) 306.1 MSCI INC 3HM SW 4,762.8 (1,193.7) 306.1 MSCI INC MSCI* MM 4,762.8 (1,193.7) 306.1 MSCI INC MSCIEUR EZ 4,762.8 (1,193.7) 306.1 MSCI INC 3HM GZ 4,762.8 (1,193.7) 306.1 MSCI INC 3HM TH 4,762.8 (1,193.7) 306.1 MSCI INC MSCI AV 4,762.8 (1,193.7) 306.1 MSCI INC MSCI-RM RM 4,762.8 (1,193.7) 306.1 MSCI INC-BDR M1SC34 BZ 4,762.8 (1,193.7) 306.1 NANOSTRING TECHN NSTG US 289.0 (21.5) 159.0 NANOSTRING TECHN 0F1 GR 289.0 (21.5) 159.0 NANOSTRING TECHN NSTGEUR EU 289.0 (21.5) 159.0 NANOSTRING TECHN 0F1 TH 289.0 (21.5) 159.0 NANOSTRING TECHN 0F1 QT 289.0 (21.5) 159.0 NANOSTRING TECHN NSTGEUR EZ 289.0 (21.5) 159.0 NANOSTRING TECHN 0F1 GZ 289.0 (21.5) 159.0 NANOSTRING TECHN NSTG* MM 289.0 (21.5) 159.0 NATHANS FAMOUS NATH US 65.8 (39.2) 36.2 NATHANS FAMOUS NFA GR 65.8 (39.2) 36.2 NATHANS FAMOUS NATHEUR EU 65.8 (39.2) 36.2 NEW ENG RLTY-LP NEN US 385.0 (64.9) - NINE ENERGY SERV NINE US 426.7 (11.3) 123.2 NINE ENERGY SERV NEJ GR 426.7 (11.3) 123.2 NINE ENERGY SERV NINE1EUR EZ 426.7 (11.3) 123.2 NINE ENERGY SERV NEJ TH 426.7 (11.3) 123.2 NIOCORP DEVELOPM NB CN 33.1 (13.9) 3.5 NOVAVAX INC NVV1 GR 1,542.7 (895.6) (947.8) NOVAVAX INC NVAX US 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 TH 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 QT 1,542.7 (895.6) (947.8) NOVAVAX INC NVAXEUR EU 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 GZ 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 SW 1,542.7 (895.6) (947.8) NOVAVAX INC NVAX* MM 1,542.7 (895.6) (947.8) NOVAVAX INC 0A3S LI 1,542.7 (895.6) (947.8) NOVAVAX INC NVV1 BU 1,542.7 (895.6) (947.8) NUTANIX INC - A NTNX US 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU GR 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNXEUR EU 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU TH 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU QT 2,396.0 (789.1) 596.1 NUTANIX INC - A 0NU GZ 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNXEUR EZ 2,396.0 (789.1) 596.1 NUTANIX INC - A NTNX-RM RM 2,396.0 (789.1) 596.1 O'REILLY AUT-BDR ORLY34 BZ 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT OM6 GR 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLY US 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT OM6 TH 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLY SW 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT OM6 QT 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLY* MM 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLYEUR EU 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT OM6 GZ 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLY AV 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLYEUR EZ 13,276.6 (1,627.5) (2,382.4) O'REILLY AUTOMOT ORLY-RM RM 13,276.6 (1,627.5) (2,382.4) ORGANON & CO OGN US 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP TH 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN-WEUR EU 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP GR 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN* MM 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP GZ 10,763.0 (737.0) 1,434.0 ORGANON & CO 7XP QT 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN-RM RM 10,763.0 (737.0) 1,434.0 ORGANON & CO OGN TE 10,763.0 (737.0) 1,434.0 OTIS WORLDWI OTIS US 10,135.0 (4,625.0) (741.0) OTIS WORLDWI 4PG GR 10,135.0 (4,625.0) (741.0) OTIS WORLDWI 4PG GZ 10,135.0 (4,625.0) (741.0) OTIS WORLDWI OTISEUR EZ 10,135.0 (4,625.0) (741.0) OTIS WORLDWI OTISEUR EU 10,135.0 (4,625.0) (741.0) OTIS WORLDWI OTIS* MM 10,135.0 (4,625.0) (741.0) OTIS WORLDWI 4PG TH 10,135.0 (4,625.0) (741.0) OTIS WORLDWI 4PG QT 10,135.0 (4,625.0) (741.0) OTIS WORLDWI OTIS AV 10,135.0 (4,625.0) (741.0) OTIS WORLDWI OTIS-RM RM 10,135.0 (4,625.0) (741.0) OTIS WORLDWI-BDR O1TI34 BZ 10,135.0 (4,625.0) (741.0) PAPA JOHN'S INTL PZZA US 873.6 (464.5) (54.8) PAPA JOHN'S INTL PP1 GR 873.6 (464.5) (54.8) PAPA JOHN'S INTL PZZAEUR EU 873.6 (464.5) (54.8) PAPA JOHN'S INTL PP1 GZ 873.6 (464.5) (54.8) PAPA JOHN'S INTL PP1 TH 873.6 (464.5) (54.8) PAPA JOHN'S INTL PP1 QT 873.6 (464.5) (54.8) PELOTON INTERA-A PTON US 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON GR 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON GZ 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTONEUR EZ 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTONEUR EU 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON QT 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON TH 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON* MM 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 0A46 LI 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON AV 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A 2ON SW 3,016.3 (127.0) 1,004.4 PELOTON INTERA-A PTON-RM RM 3,016.3 (127.0) 1,004.4 PELOTON INTERACT PTON TE 3,016.3 (127.0) 1,004.4 PHATHOM PHARMACE PHAT US 144.0 (90.2) 125.4 PHILIP MORRI-BDR PHMO34 BZ 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM1EUR EU 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PMI SW 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM1 TE 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN 4I1 TH 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM1CHF EU 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN 4I1 GR 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM US 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PMIZ IX 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PMIZ EB 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN 4I1 QT 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN 4I1 GZ 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN 0M8V LN 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PMOR AV 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM* MM 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM1CHF EZ 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM1EUR EZ 61,868.0 (7,960.0) (3,409.0) PHILIP MORRIS IN PM-RM RM 61,868.0 (7,960.0) (3,409.0) PITNEY BOW-CED PBI AR 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBW GR 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBI US 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBW TH 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBIEUR EU 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBW QT 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBW GZ 4,423.4 (75.5) (241.9) PITNEY BOWES INC PBI-RM RM 4,423.4 (75.5) (241.9) PLANET FITNESS I P2LN34 BZ 2,905.6 (158.6) 338.5 PLANET FITNESS I PLNT* MM 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT US 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL TH 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL GR 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL QT 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT1EUR EU 2,905.6 (158.6) 338.5 PLANET FITNESS-A PLNT1EUR EZ 2,905.6 (158.6) 338.5 PLANET FITNESS-A 3PL GZ 2,905.6 (158.6) 338.5 PRESTO AUTOMATIO PRST US 48.6 (22.2) (31.5) PROS HOLDINGS IN PH2 GR 434.0 (51.5) (48.6) PROS HOLDINGS IN PRO US 434.0 (51.5) (48.6) PROS HOLDINGS IN PRO1EUR EU 434.0 (51.5) (48.6) PTC THERAPEUTICS PTCT US 1,608.8 (457.6) 171.8 PTC THERAPEUTICS BH3 GR 1,608.8 (457.6) 171.8 PTC THERAPEUTICS P91 TH 1,608.8 (457.6) 171.8 PTC THERAPEUTICS P91 QT 1,608.8 (457.6) 171.8 PULSE BIOSCIENCE PLSE US 70.2 (10.7) 48.0 PULSE BIOSCIENCE 6L8 GZ 70.2 (10.7) 48.0 RAPID7 INC RPD US 1,329.5 (110.2) (39.1) RAPID7 INC R7D GR 1,329.5 (110.2) (39.1) RAPID7 INC RPDEUR EU 1,329.5 (110.2) (39.1) RAPID7 INC R7D TH 1,329.5 (110.2) (39.1) RAPID7 INC RPD* MM 1,329.5 (110.2) (39.1) RAPID7 INC R7D GZ 1,329.5 (110.2) (39.1) RAPID7 INC R7D QT 1,329.5 (110.2) (39.1) RAPID7 INC-BDR R2PD34 BZ 1,329.5 (110.2) (39.1) REATA PHARMACE-A RETA US 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 GR 453.6 (130.7) 277.9 REATA PHARMACE-A RETAEUR EU 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 GZ 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 TH 453.6 (130.7) 277.9 REATA PHARMACE-A 2R3 QT 453.6 (130.7) 277.9 REVANCE THERAPEU RVNC US 547.8 (26.7) 245.0 REVANCE THERAPEU RTI GR 547.8 (26.7) 245.0 REVANCE THERAPEU RTI QT 547.8 (26.7) 245.0 REVANCE THERAPEU RVNCEUR EU 547.8 (26.7) 245.0 REVANCE THERAPEU RTI TH 547.8 (26.7) 245.0 REVANCE THERAPEU RTI GZ 547.8 (26.7) 245.0 RINGCENTRAL IN-A RNG US 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA GR 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNGEUR EU 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA TH 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA QT 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNGEUR EZ 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A RNG* MM 2,046.4 (272.5) 259.8 RINGCENTRAL IN-A 3RCA GZ 2,046.4 (272.5) 259.8 SABRE CORP SABR US 4,924.6 (1,068.6) 446.5 SABRE CORP 19S GR 4,924.6 (1,068.6) 446.5 SABRE CORP 19S TH 4,924.6 (1,068.6) 446.5 SABRE CORP 19S QT 4,924.6 (1,068.6) 446.5 SABRE CORP SABREUR EU 4,924.6 (1,068.6) 446.5 SABRE CORP SABREUR EZ 4,924.6 (1,068.6) 446.5 SABRE CORP 19S GZ 4,924.6 (1,068.6) 446.5 SAVERS VALUE VIL SVV US 1,705.1 (48.4) (59.5) SBA COMM CORP 4SB GR 10,604.5 (5,054.8) (219.8) SBA COMM CORP SBAC US 10,604.5 (5,054.8) (219.8) SBA COMM CORP 4SB TH 10,604.5 (5,054.8) (219.8) SBA COMM CORP 4SB QT 10,604.5 (5,054.8) (219.8) SBA COMM CORP SBACEUR EU 10,604.5 (5,054.8) (219.8) SBA COMM CORP 4SB GZ 10,604.5 (5,054.8) (219.8) SBA COMM CORP SBAC* MM 10,604.5 (5,054.8) (219.8) SBA COMM CORP SBACEUR EZ 10,604.5 (5,054.8) (219.8) SBA COMMUN - BDR S1BA34 BZ 10,604.5 (5,054.8) (219.8) SEAGATE TECHNOLO STXN MM 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO STX US 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO 847 GR 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO 847 GZ 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO STX4EUR EU 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO 847 TH 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO STXH AV 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO 847 QT 7,556.0 (1,199.0) 313.0 SEAGATE TECHNOLO STH TE 7,556.0 (1,199.0) 313.0 SEAWORLD ENTERTA SEAS US 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L GR 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L TH 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA SEASEUR EU 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L QT 2,353.9 (454.7) (239.2) SEAWORLD ENTERTA W2L GZ 2,353.9 (454.7) (239.2) SERES THERAPEUTI MCRB US 270.2 (47.9) 52.3 SERES THERAPEUTI 1S9 GR 270.2 (47.9) 52.3 SERES THERAPEUTI MCRB1EUR EU 270.2 (47.9) 52.3 SERES THERAPEUTI 1S9 SW 270.2 (47.9) 52.3 SERES THERAPEUTI 1S9 TH 270.2 (47.9) 52.3 SIRIUS XM HO-BDR SRXM34 BZ 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRI US 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN RDO TH 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN RDO GR 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRI SW 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN RDO QT 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRIEUR EU 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN RDO GZ 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRI AV 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRIEUR EZ 10,078.0 (3,111.0) (2,196.0) SIRIUS XM HOLDIN SIRI* MM 10,078.0 (3,111.0) (2,196.0) SIX FLAGS ENTERT SIX US 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE GR 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT SIXEUR EU 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE TH 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT 6FE QT 2,658.2 (495.3) (278.8) SIX FLAGS ENTERT S2IX34 BZ 2,658.2 (495.3) (278.8) SLEEP NUMBER COR SNBR US 965.2 (419.1) (713.2) SLEEP NUMBER COR SL2 GR 965.2 (419.1) (713.2) SLEEP NUMBER COR SNBREUR EU 965.2 (419.1) (713.2) SLEEP NUMBER COR SL2 TH 965.2 (419.1) (713.2) SLEEP NUMBER COR SL2 QT 965.2 (419.1) (713.2) SLEEP NUMBER COR SL2 GZ 965.2 (419.1) (713.2) SMILEDIRECTCLUB SDC* MM 545.6 (441.9) 139.3 SONDER HOLDINGS SOND* MM 1,521.5 (96.8) (8.4) SPIRIT AEROSYS-A S9Q GR 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A SPR US 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A S9Q TH 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A SPREUR EU 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A S9Q QT 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A SPREUR EZ 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A S9Q GZ 6,545.2 (628.9) 1,105.5 SPIRIT AEROSYS-A SPR-RM RM 6,545.2 (628.9) 1,105.5 SPLUNK INC SPLK US 5,966.1 (156.0) 900.2 SPLUNK INC S0U GR 5,966.1 (156.0) 900.2 SPLUNK INC S0U TH 5,966.1 (156.0) 900.2 SPLUNK INC S0U QT 5,966.1 (156.0) 900.2 SPLUNK INC SPLK SW 5,966.1 (156.0) 900.2 SPLUNK INC SPLKEUR EU 5,966.1 (156.0) 900.2 SPLUNK INC SPLK* MM 5,966.1 (156.0) 900.2 SPLUNK INC SPLKEUR EZ 5,966.1 (156.0) 900.2 SPLUNK INC S0U GZ 5,966.1 (156.0) 900.2 SPLUNK INC SPLK-RM RM 5,966.1 (156.0) 900.2 SPLUNK INC - BDR S1PL34 BZ 5,966.1 (156.0) 900.2 SQUARESPACE -BDR S2QS34 BZ 754.4 (318.3) (132.4) SQUARESPACE IN-A SQSP US 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT GR 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT GZ 754.4 (318.3) (132.4) SQUARESPACE IN-A SQSPEUR EU 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT TH 754.4 (318.3) (132.4) SQUARESPACE IN-A 8DT QT 754.4 (318.3) (132.4) STARBUCKS CORP SBUX US 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX* MM 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRB TH 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRB GR 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX CI 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX SW 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRB QT 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX PE 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUXUSD SW 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRB GZ 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX AV 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX TE 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUXEUR EU 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP 1SBUX IM 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUXEUR EZ 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP 0QZH LI 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX-RM RM 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUXCL CI 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SBUX_KZ KZ 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRBD BQ 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRBD EB 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRBD IX 28,733.0 (8,341.6) (2,043.9) STARBUCKS CORP SRBD I2 28,733.0 (8,341.6) (2,043.9) STARBUCKS-BDR SBUB34 BZ 28,733.0 (8,341.6) (2,043.9) STARBUCKS-CEDEAR SBUX AR 28,733.0 (8,341.6) (2,043.9) STARBUCKS-CEDEAR SBUXD AR 28,733.0 (8,341.6) (2,043.9) SYNDAX PHARMACEU SNDX US 431.3 (378.7) 378.9 SYNDAX PHARMACEU 1T3 GR 431.3 (378.7) 378.9 SYNDAX PHARMACEU SNDXEUR EU 431.3 (378.7) 378.9 SYNDAX PHARMACEU 1T3 TH 431.3 (378.7) 378.9 SYNDAX PHARMACEU 1T3 QT 431.3 (378.7) 378.9 SYNDAX PHARMACEU 1T3 GZ 431.3 (378.7) 378.9 TABULA RASA HEAL TRHC US 355.6 (70.9) 56.6 TABULA RASA HEAL 43T GR 355.6 (70.9) 56.6 TABULA RASA HEAL TRHCEUR EU 355.6 (70.9) 56.6 TABULA RASA HEAL 43T TH 355.6 (70.9) 56.6 TABULA RASA HEAL 43T GZ 355.6 (70.9) 56.6 TALEN ENERGY COR TLNE US 9,311.0 (391.0) (306.0) TRANSAT A.T. TRZ CN 2,509.3 (834.0) (100.3) TRANSDIGM - BDR T1DG34 BZ 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D GR 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG US 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D QT 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDGEUR EU 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP T7D TH 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG* MM 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDGEUR EZ 20,008.0 (2,893.0) 4,934.0 TRANSDIGM GROUP TDG-RM RM 20,008.0 (2,893.0) 4,934.0 TRAVEL + LEISURE WD5A GR 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE TNL US 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE WD5A TH 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE WD5A QT 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE WYNEUR EU 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE 0M1K LI 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE WYNEUR EZ 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE WD5A GZ 6,602.0 (1,004.0) 614.0 TRAVEL + LEISURE TNL* MM 6,602.0 (1,004.0) 614.0 TRIUMPH GROUP TG7 GR 1,654.9 (746.5) 527.0 TRIUMPH GROUP TGI US 1,654.9 (746.5) 527.0 TRIUMPH GROUP TGIEUR EU 1,654.9 (746.5) 527.0 TRIUMPH GROUP TG7 TH 1,654.9 (746.5) 527.0 TRIUMPH GROUP TG7 GZ 1,654.9 (746.5) 527.0 TUPPERWARE BRAND TUP US 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP GR 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP QT 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP GZ 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP TH 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP1EUR EU 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP SW 952.2 (187.5) 102.9 TUPPERWARE BRAND TUP1EUR EZ 952.2 (187.5) 102.9 UBIQUITI INC 3UB GR 1,375.2 (184.5) 790.0 UBIQUITI INC UI US 1,375.2 (184.5) 790.0 UBIQUITI INC UBNTEUR EU 1,375.2 (184.5) 790.0 UBIQUITI INC 3UB TH 1,375.2 (184.5) 790.0 UNITED HOMES GRO UHG US 283.8 (363.3) 249.9 UNITED HOMES GRO 6PO GR 283.8 (363.3) 249.9 UNITED HOMES GRO DHHCEUR EU 283.8 (363.3) 249.9 UNITI GROUP INC UNIT US 5,034.6 (2,331.2) - UNITI GROUP INC 8XC GR 5,034.6 (2,331.2) - UNITI GROUP INC 8XC TH 5,034.6 (2,331.2) - UNITI GROUP INC 8XC GZ 5,034.6 (2,331.2) - UROGEN PHARMA LT URGN US 113.0 (116.6) 70.7 UROGEN PHARMA LT UR8 GR 113.0 (116.6) 70.7 UROGEN PHARMA LT URGNEUR EU 113.0 (116.6) 70.7 VECTOR GROUP LTD VGR GR 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGR US 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGR QT 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGREUR EU 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGREUR EZ 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGR TH 1,033.2 (797.1) 332.8 VECTOR GROUP LTD VGR GZ 1,033.2 (797.1) 332.8 VERISIGN INC VRS TH 1,677.2 (1,617.9) (144.3) VERISIGN INC VRS GR 1,677.2 (1,617.9) (144.3) VERISIGN INC VRSN US 1,677.2 (1,617.9) (144.3) VERISIGN INC VRS QT 1,677.2 (1,617.9) (144.3) VERISIGN INC VRSNEUR EU 1,677.2 (1,617.9) (144.3) VERISIGN INC VRS GZ 1,677.2 (1,617.9) (144.3) VERISIGN INC VRSN* MM 1,677.2 (1,617.9) (144.3) VERISIGN INC VRSNEUR EZ 1,677.2 (1,617.9) (144.3) VERISIGN INC VRSN-RM RM 1,677.2 (1,617.9) (144.3) VERISIGN-CEDEAR VRSN AR 1,677.2 (1,617.9) (144.3) WAVE LIFE SCIENC WVE US 230.0 (43.8) 44.5 WAVE LIFE SCIENC WVEEUR EU 230.0 (43.8) 44.5 WAVE LIFE SCIENC 1U5 GR 230.0 (43.8) 44.5 WAVE LIFE SCIENC 1U5 TH 230.0 (43.8) 44.5 WAVE LIFE SCIENC 1U5 GZ 230.0 (43.8) 44.5 WAYFAIR INC- A W US 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A 1WF GR 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A 1WF TH 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A WEUR EU 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A 1WF QT 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A WEUR EZ 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A 1WF GZ 3,382.0 (2,698.0) (200.0) WAYFAIR INC- A W* MM 3,382.0 (2,698.0) (200.0) WAYFAIR INC- BDR W2YF34 BZ 3,382.0 (2,698.0) (200.0) WEWORK INC-CL A WE* MM 16,949.0 (3,786.0) (1,437.0) WINGSTOP INC WING US 451.2 (365.4) 179.4 WINGSTOP INC EWG GR 451.2 (365.4) 179.4 WINGSTOP INC WING1EUR EU 451.2 (365.4) 179.4 WINGSTOP INC EWG GZ 451.2 (365.4) 179.4 WINGSTOP INC EWG TH 451.2 (365.4) 179.4 WINMARK CORP WINA US 47.7 (43.6) 24.0 WINMARK CORP GBZ GR 47.7 (43.6) 24.0 WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3) WW INTERNATIONAL WW US 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW6 GR 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW6 TH 1,001.5 (716.3) (23.5) WW INTERNATIONAL WTWEUR EU 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW6 QT 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW6 GZ 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW6 SW 1,001.5 (716.3) (23.5) WW INTERNATIONAL WTW AV 1,001.5 (716.3) (23.5) WW INTERNATIONAL WTWEUR EZ 1,001.5 (716.3) (23.5) WW INTERNATIONAL WW-RM RM 1,001.5 (716.3) (23.5) WYNN RESORTS LTD WYR GR 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN* MM 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN US 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR TH 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR QT 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNNEUR EU 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYR GZ 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNNEUR EZ 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS LTD WYNN-RM RM 13,724.0 (1,616.4) 2,882.4 WYNN RESORTS-BDR W1YN34 BZ 13,724.0 (1,616.4) 2,882.4 YELLOW CORP YELL US 2,152.2 (436.6) 166.2 YELLOW CORP YEL GR 2,152.2 (436.6) 166.2 YELLOW CORP YEL QT 2,152.2 (436.6) 166.2 YELLOW CORP YRCWEUR EU 2,152.2 (436.6) 166.2 YELLOW CORP YRCWEUR EZ 2,152.2 (436.6) 166.2 YELLOW CORP YEL GZ 2,152.2 (436.6) 166.2 YELLOW CORP YEL TH 2,152.2 (436.6) 166.2 YUM! BRANDS INC YUM US 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC TGR GR 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC TGR TH 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUMEUR EU 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC TGR QT 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUM SW 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUMUSD SW 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC TGR GZ 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUM* MM 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUM AV 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUMEUR EZ 5,848.0 (8,436.0) 28.0 YUM! BRANDS INC YUM-RM RM 5,848.0 (8,436.0) 28.0 ********* 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 ***