/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230830.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, August 30, 2023, Vol. 27, No. 241 Headlines 100 ORCHARD: Says Disclosures Contain Detailed Information 100 ORCHARD: Unsecureds to Get 100% If iDi Claim Disallowed 463 CLASSON: Unsecureds Owed $141K Unimpaired in Sale Plan ACCELERATED HEALTH: $875MM Bank Debt Trades at 21% Discount AEROCISION PARENT: Hires Epiq Corporate as Administrative Advisor AEROCISION PARENT: Hires Jefferies LLC as Investment Banker AEROCISION PARENT: Hires Young Conaway Stargatt as Counsel AEROCISION PARENT: Taps Riveron Management to Provide CRO, CFO AGILETHOUGHT INC: To Undergo Chapter 11 Reorganization Process AGILITI INC: S&P Alters Outlook to Stable, Affirms 'B+' ICR ALECTO HEALTHCARE: Creditors Defend Bid to Appoint Committee ALLDRIN ORCHARDS: Unsecureds Will Get 10% Dividend in Plan ALLIANCE PARTNERS: Amends Chicago City Secured Claims Pay AMERICAN AUTO: $180MM Bank Debt Trades at 24% Discount AMKOR TECHNOLOGY: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable AMYRIS INC: U.S. Trustee Appoints Creditors' Committee ARSENAL AIC: Fitch Gives 'BB-' LongTerm IDR, Outlook Stable ASE CONSTRUCTION: Seeks Cash Collateral Access Thru Feb 2024 ASP DREAM: $100MM Bank Debt Trades at 15% Discount AULT ALLIANCE: Incurs $64.3 Million Net Loss in Second Quarter BISHOP OF SANTA ROSA: Comm. Taps Burns Bair as Insurance Counsel BKLYN3 LLC: Sale or Refinancing by Dec. 31 to Pay Off Claims BLITMAN SARATOGA: Sept. 27 Plan Confirmation Hearing Set BLUE DIAMOND: Seeks 30-Day Extension to Plan Exclusivity BOND EXPRESS: Has Until Nov. 13 to File Plan BRICKCHURCH ENTERPRISES: Objects to Bay Point's Plan BROOKWOOD VILLAGE: Hires Denise S. Small, CPA as Accountant BURGER BOSSCO: S&P Ups ICR to 'CCC+' on Out-of-Court Restructuring CALPINE CORP: Fitch Affirms 'B+' IDR, Outlook Stable CARNIVAL PLC: $823MM Bank Debt Trades at 18% Discount CENTERPOINT PRODUCTIONS: Hires Eric A. Liepins as Counsel CENTURION BLACKJETS: Case Summary & Three Unsecured Creditors CLEARY PACKAGING: Unsecureds Owed $459K to Get 60% to 65% in Plan CORNERSTONE CHEMICAL: S&P Lowers ICR to 'CC' on Likely Default COX INDUSTRIAL: Seeks to Hire Root Tax as Accountant CPC ACQUISITION: $225MM Bank Debt Trades at 51% Discount CRYPTO CO: Incurs $783K Net Loss in Second Quarter CSR WORLDWIDE OK: Taps Crowe & Dunlevy as Substitute Counsel CSR-OK REAL ESTATE: Taps Crowe & Dunlevy as Substitute Counsel DCG ACQUISITION: S&P Alters Outlook to Negative, Affirms 'B-' ICR DGS REALTY: Wins Cash Collateral Access Thru Oct 31 DIGITAL MEDIA: S&P Lowers ICR to 'SD' on Credit Amendment Terms DLOUX PROPERTIES: Unsecureds Owed $12K to be Paid in Full EL PESCADOR: Seeks to Extend Time to File Plan to October 31 EMPLOYBRIDGE: $925MM Bank Debt Trades at 16% Discount ENDO INT'L: Exclusivity Period Extended to October 10 EVERGREEN SITE: Claims Will Be Paid from Plan Proceeds FOUNDATIONAL EDUCATION: $115MM Bank Debt Trades at 21% Discount FUEL DOCTOR: Incurs $181K Net Loss in Second Quarter G.I.K. INVESTMENT: Case Summary & Three Unsecured Creditors GILBERT BARBEE: Seeks to Extend Plan Exclusivity to September 28 GORDIAN MEDICAL: $280MM Bank Debt Trades at 31% Discount GROM SOCIAL: Incurs $2.4 Million Net Loss in Second Quarter HAWKEYE ENTERPRISES: Wins Cash Collateral Access HERITAGE POWER: $520MM Bank Debt Trades at 78% Discount HERITAGE POWER: $61MM Bank Debt Trades at 78% Discount HICKAM HARBOR: Court OKs Interim Cash Collateral Access HONX INC: Seeks to Extend Plan Exclusivity to October 30 HOWMET AEROSPACE: Fitch Hikes Preferred Shares Rating to 'BB+' INDIAN CANYON: Seeks to Expand Scope of Dinsmore & Shohl's Services J.H.W. INC: Hires R. Keith Johnson, PA as Bankruptcy Counsel KEVIN CONCANNON: Hires CBIZ Forensic as Financial Advisor KNIGHT HEALTH: $450MM Bank Debt Trades at 64% Discount LAUNCH PAD: Hires Kaplan Johnson Abate as Counsel LERETA LLC: $250MM Bank Debt Trades at 18% Discount M6 ETX HOLDINGS: S&P Affirms 'B+' ICR, Outlook Stable MACHINE TOOL: Seeks Cash Collateral Access MALLINCKRODT PLC: Files Chapter 11 to Facilitate Restructuring MANHATTAN SCIENTIFICS: Incurs $229K Net Loss in Second Quarter MEDIAMATH HOLDINGS: Hires KPMG LLP as Tax Service Provider MEDICAL DEPOT: $167MM Bank Debt Trades at 82% Discount MISSISSIPPI CENTER: Hires Bradley Arant as Special Counsel MISSISSIPPI CENTER: Hires Priester Law Firm as Special Counsel MODERN POTOMAC: Hires Arthur Lander CPA PC as Accountant MSS INC: Case Summary & 20 Largest Unsecured Creditors NATURALSHRIMP INC: Incurs $2.3 Million Net Loss in First Quarter NEW-TRONICS LTD: Voluntary Chapter 11 Case Summary OCTAVE MUSIC: $102MM Bank Debt Trades at 18% Discount OFFSHORE SPARS: Gets OK to Hire Mueller & Company as Accountant OLYMPIC HOLDINGS: Case Summary & Four Unsecured Creditors ORIGINCLEAR INC: Incurs $7.7 Million Net Loss in Second Quarter OUTLOOK THERAPEUTICS: Incurs $20.7M Net Loss in Third Quarter PARAMETRIC SOLUTIONS: Hires Kelley Fulton as Counsel PARAMOUNT RESTYLING: Unsecureds Will Get 16.8% of Claims in 3 Years PEACE EQUIPMENT: Taps Dewayne Conigan as Valuation Consultant PEAL BAY: Voluntary Chapter 11 Case Summary PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 17% Discount PEER STREET: Committee Hires Benesch as Delaware Counsel PEER STREET: Committee Hires IslandDundon LLC as Financial Advisor PEER STREET: Committee Hires Morrison & Foerster as Counsel PERFORMANCE RESULTS: Case Summary & 20 Largest Unsecured Creditors POLYMER EXTRUSION: Exclusivity Period Extended to November 22 PONCE BAKERY: Hires Modesto Bigas Law Office as Counsel POWER STOP: $395MM Bank Debt Trades at 17% Discount PREMIER MEDICAL: Files Emergency Bid to Use Cash Collateral PRESBYTERIAN VILLAGE: Fitch Affirms 'BB' IDR, Outlook Stable PRIMO WATER: S&P Upgrades ICR to 'B+' on Continued Deleveraging PROPERTY ADVOCATES: Files Emergency Bid to Use Cash Collateral PROTERRA INC: U.S. Trustee Appoints Creditors' Committee RIHH LLC: Seeks Cash Collateral Access SINCLAIR TELEVISION: $740MM Bank Debt Trades at 24% Discount SKIN LOGIC: Seeks to Use $4,853 of Cash Collateral SOHA HOUSE: Hires North Point as Special Real Estate Broker SOUTH AMERICAN BEEF: Hires CBIZ MHM as Non-Income Tax Accountant STEEPOLOGIE LLC: Seeks Cash Collateral Access STITCH ACQUISITION: $370MM Bank Debt Trades at 32% Discount SUSTAITA ENTERPRISES: Court OKs Cash Collateral Access Thru Sept 8 TARONIS FUELS: Exclusivity Period Extended to October 9 TEAM HEALTH: $1.59BB Bank Debt Trades at 23% Discount TENNECO INC: $1.75BB Bank Debt Trades at 6% Discount TOLIAO IOROI: Files Emergency Bid to Use Cash Collateral TRIGGER TIME: Voluntary Chapter 11 Case Summary UNITED ENGINEERS: Court OKs Interim Cash Collateral Access UNITED SAFETY: Seeks to Hire Venable LLP as Counsel VBI VACCINES: Incurs $44.6 Million Net Loss in Second Quarter VEGAN T'EASE: Hires Law Offices of Kelly & Bracey as Counsel VEGAN T'EASE: Hires Schneider & Stone as Co-Counsel VOA INC: Seeks to Extend Time to File Plan to October 31 VYAIRE MEDICAL: $360MM Bank Debt Trades at 28% Discount WALDON ENTERPRISES: Taps Strategic Tax Management as Accountant WARNER SCIENCE: Amends Unsecured Claims Pay Details WEST DEPTFORD ENERGY: $445MM Bank Debt Trades at 23% Discount WESTERN DENTAL: $490MM Bank Debt Trades at 16% Discount WILLIAMSBURG BOUTIQUE: Hires Davidoff Hutcher as Counsel WOLVERINE WORLD: Moody's Cuts CFR to B1 & Unsecured Notes to B3 WORKSITE LABS: Hires Reliance Law Group LLP as Special Counsel WP CPP HOLDINGS: $276MM Bank Debt Trades at 19% Discount WWEX UNI TOPCO: $150MM Bank Debt Trades at 17% Discount YIELD10 BIOSCIENCE: Incurs $3.7 Million Net Loss in Second Quarter ********* 100 ORCHARD: Says Disclosures Contain Detailed Information ---------------------------------------------------------- 100 Orchard St. LLC filed a reply to the objection filed by Eliyahu Idi and Blue Moon Hotel NYC Inc. to the Debtor's motion for an order approving its Disclosure Statement for its Amended Plan of Reorganization. According to the Debtor, the Idi Objection failed to show that the Disclosure Statement should not be approved, which would unnecessarily delay plan confirmation. It adds that Idi's meritless proof of claim seeks to control the general unsecured creditor class and provide Idi with a blocking position in this reorganization or, otherwise, force the Debtor to cram down the unsecured creditors. The Disclosure Statement contains detailed information about the Debtor, including its history, the reasons why it filed for relief under chapter 11, the key events during the chapter 11 case, a description of each class of creditors and equity and the treatment of all classes, both classified and unclassified. The Disclosure Statement and the accompanying exhibits detail the results of the Debtor's operations in chapter 11, month by month, for 2022, for 2023 to date along with projections covering the remaining months in this year plus 2024, 2025, and 2026. The Disclosure Statement also discusses the key settlement between the Debtor and its secured lender, which provides the foundation for the Debtor's Amended Plan. Without this settlement, whereby Brick is reducing its claim by several million dollars, there would be no distribution to unsecured creditors. Finally, the Disclosure Statement discusses the Debtor's disputes with Idi, including the underlying lease that Idi breached, the settlement in landlord-tenant court that Idi breached, the memorandum agreement that Idi breached, Idi vacating the hotel over 15 years prior to expiration of the lease and leaving it in dilapidated condition, as well as the state court lawsuit Idi commenced, Idi's claims, and all the points where Idi identified a specific disagreement with the Debtor's contentions. The Debtor is also amending the Plan regarding the treatment of Class 7 Unsecured Creditors, with a small revision to address Idi's concerns about the feasibility of the Plan. With that change, the revised text in the Disclosure Statement discussed below, and the exhibits filed by the Debtor, all of Idi's complaints have been addressed, and there is nothing to prevent this Court from approving the Disclosure Statement as containing adequate information. The Debtor's Plan has not only the support of its secured lender, by far the largest creditor, but also the City of New York with respect to its real estate tax claim, and the SBA represented by the U.S. Attorney's Office. All the major stakeholders support the Debtor's emergence from Chapter 11. Idi is the last person who should be able to hold back this successful reorganization. Attorneys for the Debtor: David H. Wander, Esq. Scott Markowitz, Esq. Alexander R. Tiktin, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 E-mail: dwander@tarterkrinsky.com smarkowitz@tarterkrinsky.com atiktin@tarterkrinsky.com About 100 Orchard St. LLC 100 Orchard St. LLC operates a 22-room boutique hotel known as the "Blue Moon Hotel," located in the lower east side of Manhattan, at 100 Orchard Street. The Hotel is a historical building built in 1879. Beginning in 2002, 100 Orchard redesigned the five-story tenement and restored the building to function as a stately eight-story hotel. It was a five-year art preservation and design project that received an award by National Geographic, acknowledged by the Historic Districts Council, and written up in 50 major articles. The Hotel was instrumental in revitalizing commerce south of Delancey Street. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022. In the petition signed by Randy Settenbrino, president and managing member, the Debtor disclosed $25,341,713 in assets and $11,166,747 in liabilities. Judge David S. Jones oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the Debtor's counsel. 100 ORCHARD: Unsecureds to Get 100% If iDi Claim Disallowed ----------------------------------------------------------- 100 Orchard St. LLC d/b/a Blue Moon Hotel submitted an Amended Plan of Reorganization and a Disclosure Statement. The Debtor is a New York limited liability company that operates a 22-unit boutique hotel known as the Blue Moon Hotel located in Manhattan's lower east side, at 100 Orchard Street, in a historical building constructed in 1879. The Hotel's revenues and net income significantly increased after the Petition Date, with much higher occupancy rates, as well as improved average daily rates for the Hotel's rooms. Under the Plan, Class 7 General Unsecured Claims total $170,000 and impaired. the Idi Claim was filed in the amount of $2,298,458.94 and the Debtor has filed an objection to the Idi Claim and counterclaims and against Idi. If the Idi Claim is disallowed, then Allowed Class 7 Claims5 shall be paid approximately $170,000, representing 100% of their Allowed Claims without interest over a period of 5 years from the Effective Date, payable $2,833 per month, with the first payment due 30 days after the Effective Date. The 100% percent distribution projected for allowed Class 7 unsecured claims assumes that the allowed amount of the Idi Claim will be determined by the Court to be zero. Otherwise, if the Court allows the Idi Claim, in whole or in part, then each holder of an allowed Class 7 claim shall be paid, pro rata, from the payments distributed to Class 7, under the Plan, capped at $170,000 in total payments to Class 7, or 100% of allowed Class 7 claims, whichever is less. In other words, each holder of an allowed Class 7 claim will receive payment of 100% or, otherwise, share $170,000 pro rata with other Class 7 claimants. In no event will any Allowed Class 7 Claim be paid more than 100% of its Allowed Claim. The Plan will be funded with (i) funds in the DIP Account, (ii) net income from the Hotel operations, and (iii) from a refinancing of the Debtor's mortgage on the Hotel, a sale of the Hotel, an equity infusion, or a combination of the foregoing. Attorneys for the Debtor: David H. Wander, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11th Floor New York, NY 10018 Tel: (212) 216-8000 E-mail: dwander@tarterkrinsky.com A copy of the Disclosure Statement dated August 16, 2023, is available at https://tinyurl.ph/XaHPL from PacerMonitor.com. About 100 Orchard St. LLC 100 Orchard St. LLC operates a 22-room boutique hotel known as the "Blue Moon Hotel," located in the lower east side of Manhattan, at 100 Orchard Street. The Hotel is a historical building built in 1879. Beginning in 2002, 100 Orchard redesigned the five-story tenement and restored the building to function as a stately eight-story hotel. It was a five-year art preservation and design project that received an award by National Geographic, acknowledged by the Historic Districts Council, and written up in 50 major articles. The Hotel was instrumental in revitalizing commerce south of Delancey Street. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10358) on March 23, 2022. In the petition signed by Randy Settenbrino, president and managing member, the Debtor disclosed $25,341,713 in assets and $11,166,747 in liabilities. Judge David S. Jones oversees the case. Scott S. Markowitz, Esq., at Tarter Krinsky and Drogin, LLP is the Debtor's counsel. 463 CLASSON: Unsecureds Owed $141K Unimpaired in Sale Plan ---------------------------------------------------------- 463 Classon Avenue Housing Development Fund Corporation submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor is a cooperative housing development fund corporation ("HFDC") that owns the real property at 463 Classon Avenue, Brooklyn, New York. The Property is a ten-unit apartment building. Under the Plan, Class 3 General Unsecured Claims are unimpaired. The projected maximum allowed claims total approximately $141,000 held by Gabriel Sakaff. The class will receive payment in full in cash plus interest through the payment date. Effective Date obligations under the Plan will be satisfied from the proceeds of sale of the Property under the contract annexed to the Plan. The purchaser shall deposit funds in escrow with Backenroth Frankel & Krinsky, LLP no later than one week before the confirmation hearing for Plan payments. Attorneys for the Debtor: Mark A. Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, NY 10022 Telephone: (212) 593-1100 Facsimile: (212) 644-0544 A copy of the Disclosure Statement dated August 16, 2023, is available at https://tinyurl.ph/pFkLm from PacerMonitor.com. About 463 Classon Avenue HDFC 463 Classon Ave HDFC Block 1985/Lot 05, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41767_) on May 19, 2023, disclosing under $1 million in both assets and liabilities. The Debtor tapped Backenroth Frankel & Krinsky, LLP as legal counsel. ACCELERATED HEALTH: $875MM Bank Debt Trades at 21% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Accelerated Health Systems LLC is a borrower were trading in the secondary market around 78.8 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $875 million facility is a Term loan that is scheduled to mature on February 15, 2029. The amount is fully drawn and outstanding. Accelerated Health Systems, LLC provides healthcare services. The Company offers athletic training, physical therapy, occupational therapy, and fitness services to affiliations including high schools, colleges, and many professional sports teams. AEROCISION PARENT: Hires Epiq Corporate as Administrative Advisor ----------------------------------------------------------------- AeroCision Parent, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Corporate Restructuring, LLC as administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, tabulation, and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of chapter 11 plan(s) (the "Balloting Services"); b. in connection with the Balloting Services, handle requests for documents from parties in interest; c. generate an official ballot certification and, if necessary, testify in support of the ballot tabulation results; d. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; e. provide a confidential data room, if requested by the Debtors; f. manage and coordinate any distributions pursuant to a chapter 11 plan if designated as distribution agent under such plan; and g. provide such other solicitation, balloting, and other administrative services. The firm will be paid at these rates: Analyst Waived IT / Programming $55 - $90 per hour Project Managers/Consultants/ Directors $95 - $185 per hour Solicitation Consultant $185 Executive Vice President, Solicitation $195 Executives No Charge The retainer is $25,000. Kathryn Mailloux, senior director at Epiq, disclosed in a court filing that she is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kathryn Mailloux Epiq Corporate Restructuring, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Phone: (714) 394-6998 Email: kmailloux @epiqglobal.com About AeroCision Parent, LLC AeroCision Parent, LLC and affiliates are are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's, including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In the petition signed by David Nolletti, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel, Riveron Consulting, LLC as restructuring advisor, Jefferies LLC as investment banker, and Epiq Corporate Restructuring, LLC as notice, claims, solicitation and balloting agent and administrative advisor. AEROCISION PARENT: Hires Jefferies LLC as Investment Banker ----------------------------------------------------------- AeroCision Parent, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Jefferies LLC as investment banker. The firm's services include: (a) Restructuring (i) Jefferies will provide advice and assistance to the Company in connection with analyzing, structuring, negotiating and effecting (including providing valuation analyses as appropriate), and acting as exclusive financial advisor to the Company in connection with, any restructuring, reorganization, recapitalization, repayment or material modification of all or a material portion of the Company's outstanding material indebtedness for borrowed money however achieved, including, without limitation, through any offer by the Company with respect to any outstanding Company material indebtedness for borrowed money, a solicitation of votes, approvals, or consents giving effect thereto (including with respect to a prepackaged or prenegotiated plan of reorganization or other plan pursuant to the Bankruptcy Code), the execution of any agreement giving effect thereto, an offer by any party to convert, exchange or acquire any outstanding Company material indebtedness for borrowed money, or any similar balance sheet restructuring involving the Company (any such transaction considered in this paragraph is hereinafter referred to as a "Restructuring"); and (ii) Jefferies will perform the following financial advisory services, among others, for the Company in connection with a Restructuring: (a) becoming familiar with, to the extent Jefferies deems appropriate, and analyzing, the business, operations, properties, financial condition and prospects of the Company; (b) advising the Company on the current state of the "restructuring market"; (c) assisting and advising the Company in developing a general strategy for accomplishing a Restructuring; (d) assisting and advising the Company in implementing a Restructuring; (e) assisting and advising the Company in evaluating and analyzing a Restructuring, including the value of the securities or debt instruments, if any, that may be issued in any such Restructuring; (f) providing testimony at depositions and hearings in connection with a Restructuring; and (g) rendering such other financial advisory services as may from time to time be agreed upon by the Company and Jefferies. (b) M&A Transaction (i) During the term of the Engagement Letter, Jefferies will provide the Company with financial advice and assistance in connection with a possible sale, disposition or other business transaction or series of transactions involving all or a material portion of the equity or assets of one or more entities comprising the Company, whether directly or indirectly and through any form of transaction, including, without limitation, merger, reverse merger, liquidation, stock sale, asset sale, asset swap, recapitalization, reorganization, consolidation, amalgamation, spin-off, split-off, a sale under section 363 of the Bankruptcy Code (including any "credit bid" made pursuant to section 363(k) of the Bankruptcy Code and including under a prepackaged or pre-negotiated plan of reorganization or other plan pursuant to the Bankruptcy Code) or other transaction (any of the foregoing, an "M&A Transaction"). Notwithstanding the foregoing, a sale, disposition or other business transaction or series of transactions involving less than a majority of the equity or assets of the Company shall not constitute a M&A Transaction unless the Company and Jefferies agree to a separate engagement of Jefferies with respect to such transaction or series of transactions; provided, that the Company shall provide Jefferies at least five (5) business days to notify the Company of its intention to provide financial advice and assistance in respect of any such engagement before offering such engagement to another party. (c) Financing (i) Jefferies will act as the sole and exclusive advisor, manager, bookrunner, placement agent, arranger, underwriter and/or initial purchaser, as the case may be, in connection with any of the following (each, a "Financing", and a Financing, a Restructuring and an M&A Transaction, each an together, a "Transaction"); provided, that, notwithstanding the foregoing, the Company shall be permitted to appoint additional customary titles to other capital providers in respect of any Financing in consultation with Jefferies: (i) the sale by the Company and/or placement, whether in one or more public or private transactions, of (A) common equity, preferred equity, and/or equity linked securities of the Company (regardless of whether sold by the Company or its security holders), including, without limitation, convertible debt securities (individually and collectively, "Equity Securities"), and/or (B) notes, bonds, debentures and/or other debt securities of the Company, including, without limitation, mezzanine and asset-backed securities (individually and collectively, "Debt Securities"), and/or (ii) the arrangement and/or placement of any bank debt and/or other credit facility of the Company (individually and collectively, "Bank Debt," and any or a combination of Bank Debt, Equity Securities and/or Debt Securities, "Instruments"). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, if a Financing is executed in more than one issuance or tranche, each shall be deemed to be a Financing for the purposes of this Agreement. The firm will be paid as follows: (a) Monthly Fee. A monthly fee (the "Monthly Fee") each month until the termination of the Engagement Letter. The first three (3) Monthly Fees shall each be equal to $50,000; provided that if the Company becomes a debtor and debtor in possession under chapter 11 of the Bankruptcy Code the Monthly Fee shall increase to $125,000. The first Monthly Fee shall be payable on November 30, 2022, and each subsequent Monthly Fee shall be payable in advance on each monthly anniversary thereafter. Additionally, after the payment of six (6) full Monthly Fees to Jefferies under the Engagement Letter, 502 percent of all subsequent Monthly Fees actually paid to Jefferies shall be credited once, without duplication, against any Majority M&A Transaction Fee, Minority M&A Transaction Fee or Restructuring Fee, if any, subsequently payable to Jefferies by the Company. (b) Restructuring Fee. Promptly upon consummation of a Restructuring, a fee (the "Restructuring Fee") equal to $2,500,000. (c) Majority M&A Transaction. Promptly upon the consummation of a Majority M&A Transaction, a fee equal to the greater of (i) $3,000,000 and (ii) percent of the Transaction Value of such M&A Transaction (as applicable, the "Majority M&A Transaction Fee"). It is expressly understood that if a Transaction falls within the definition of both a Majority M&A Transaction and a Restructuring, Jefferies shall be paid the greater of (i) the Majority M&A Transaction Fee and (ii) the Restructuring Fee on account of such Majority M&A Transaction. (d) Minority M&A Transaction. Promptly upon the closing of a Minority M&A Transaction, a fee equal to the greater of (i) $500,000 and (ii) 2 percent of the Transaction Value of such Minority M&A Transaction (as applicable, the "Minority M&A Transaction Fee"). It is expressly understood that (i) if a Transaction falls within the definition of both a Minority M&A Transaction and a Restructuring, Jefferies shall be paid the greater of (x) the Minority M&A Transaction Fee and (y) the Restructuring Fee on account of such Minority M&A Transaction and (ii) a separate Minority M&A Transaction Fee shall be payable in respect of each such Minority M&A Transaction in the event that more than one such Minority M&A Transaction shall occur. (e) Financing Fees. Promptly upon the consummation of any Financing, a fee (the "Financing Fee") equal to: (i) 2 percent of the aggregate principal amount of any senior secured Debt Securities and/or senior secured Bank Debt, plus (ii) 3.25 percent of the aggregate principal amount of any junior secured or unsecured Debt Securities and/or junior secured or unsecured Bank Debt, plus (iii) 4.5 percent of the aggregate gross proceeds received from the sale of any Equity Securities; provided that, for the avoidance of doubt, for any Financing Fee payable in respect of applicable Debt Securities and/or Bank Debt issued by any lender of the Company existing on the date of the Engagement Letter (each, an "Existing Lender"), the applicable Financing Fee shall only be payable on the aggregate principal amount of such Existing Lender's loans and/or commitments that are in excess of such Existing Lender's loans and/or commitments existing as of the date thereof. (f) In addition to any fees that may be paid to Jefferies under the Engagement Letter, whether or not any Transaction occurs, the Debtors will reimburse Jefferies, promptly upon receipt of an invoice therefor, for all out-of-pocket expenses (including the reasonable and documented fees and expenses of its outside counsel, and the reasonable and documented fees and expenses of any other independent experts retained by Jefferies) incurred by Jefferies and its designated affiliates in connection with the engagement contemplated under the Engagement Letter; provided that the amount of such fees and expenses for which Jefferies may seek reimbursement from the Company shall not exceed $50,000 in the aggregate without the Debtor's consent (not to be unreasonably withheld). Jeffrey Finger, a partner at Jefferies, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey Finger Jefferies LLC 520 Madison Avenue, New York, NY 10022 Tel: (212) 284-2300 About AeroCision Parent, LLC AeroCision Parent, LLC and affiliates are are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's, including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In the petition signed by David Nolletti, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel, Riveron Consulting, LLC as restructuring advisor, Jefferies LLC as investment banker, and Epiq Corporate Restructuring, LLC as notice, claims, solicitation and balloting agent and administrative advisor. AEROCISION PARENT: Hires Young Conaway Stargatt as Counsel ---------------------------------------------------------- AeroCision Parent, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel. The firm's services include: a. providing legal advice and services with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their property, the Local Rules, practices, and procedures, and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these chapter 11 cases; b. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; c. appearing in Court, at any meeting with the United States Trustee for the District of Delaware (the "U.S. Trustee"), and any meeting of creditors at any given time on behalf of the Debtors; and d. performing all other legal services for the Debtors that may be necessary and proper in these chapter 11 cases as counsel to the Debtors. The firm will be paid at these rates: Michael R. Nestor $1,240 per hour Andrew L. Magaziner $870 per hour Elizabeth S. Justison $720 per hour Shella Borovinskaya $505 per hour Joshua B. Brooks $505 per hour Emily C.S. Jones $425 per hour Troy Bollman (paralegal) $355 per hour The Debtors paid the firm an initial retainer of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Young Conaway disclosed the following: -- Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; -- None of the firm's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; -- Young Conaway was retained by the Debtors pursuant to an Engagement Letter dated April 28, 2023. The billing rates and material terms of the pre-petition engagement are the same as the rates and terms described in the Application; and -- the Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Andrew L. Magaziner, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Nestor, Esq. Andrew L. Magaziner, Esq. Elizabeth S. Justison, Esq. Shella Borovinskaya, Esq. Joshua B. Brooks, Esq. Emily C.S. Jones, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com amagaziner@ycst.com ejustison@ycst.com sborovinskaya@ycst.com jbrooks@ycst.com ejones@ycst.com About AeroCision Parent, LLC AeroCision Parent, LLC and affiliates are are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's, including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In the petition signed by David Nolletti, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel, Riveron Consulting, LLC as restructuring advisor, Jefferies LLC as investment banker, and Epiq Corporate Restructuring, LLC as notice, claims, solicitation and balloting agent and administrative advisor. AEROCISION PARENT: Taps Riveron Management to Provide CRO, CFO -------------------------------------------------------------- AeroCision Parent, LLC and affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Riveron Management Services, LLC to provide David Nolletti as chief restructuring officer (CRO), Hayley Hutchison as chief financial officer (CFO), and additional assistance of certain other professionals. The firm will render these services: Bankruptcy-Related Services a. evaluate the short-term Debtor-prepared cash flows and financing requirements of the Debtor as it relates to these chapter 11 cases; b. assist the Debtor in these chapter 11 cases, including preparation and oversight of its financial statements and schedules related to the bankruptcy process, monthly operating reports, first day pleadings, and other information required in the bankruptcy; c. assist the Debtor in obtaining court approval for use of cash collateral or other financing including developing forecasts and information; d. assist the Debtor with respect to its bankruptcy-related claims management and reconciliation process; e. assist the Debtor in development of a plan of reorganization, including preparation of a liquidation analysis, historical financial data and projections; f. assist management, where appropriate, in communications and negotiations with other constituents critical to the successful execution of the Debtor's bankruptcy proceedings; g. work with the Debtor, as appropriate, and its retained investment banking professionals, to assess any offer(s) made pursuant to bankruptcy court-approved sale procedures; and h. initiate performance Improvement. Interim Management Services a. liquidity management; b. analysis of business operations and financial performance; c. assessment of operational improvement initiatives; d. evaluation of Debtor's strategic alternatives; e. lead financing and accounting activities; f. participation in preparation for depositions and Court hearings as needed; g. advise applicable Board of Directors or managers on any of the foregoing tasks as requested; and h. other services as the Debtor deems appropriate and as agreed to by RMS. The hourly rates charged by the firm for its services are as follows: Senior Managing Director $840 - $1,450 Managing Director $675 - $960 Directors $535 - $940 Manager/Associates $350 - $535 Paraprofessional $260 The retainer fee is $125,000. As disclosed in court filings, Riveron Management does not hold an interest adverse to the Debtors' estates. The firm can be reached through: David Nolletti Riveron Management Services, LLC 461 Fifth Avenue, 12th Floor New York, NY 10017 Tel: (646) 681-7208 Email: david.nolletti@riveron.com About AeroCision Parent, LLC AeroCision Parent, LLC and affiliates are are part of an organization known as Bromford Group, a global manufacturing business in the aerospace, defense, and power generation industry that was founded in the United Kingdom in 1973. Bromford supplies turbine engine and related components to all major OEM's, including many of the industry's most prominent manufacturers, like General Electric Aviation, Pratt & Whitney, and Rolls Royce, among others. The manufacturers use Bromford's components to manufacture engines for aircraft and other vehicles. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11032) on July 31, 2023. In the petition signed by David Nolletti, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Karen B. Owens oversees the case. YOUNG CONAWAY STARGATT & TAYLOR, LLP represents the Debtors as legal counsel, Riveron Consulting, LLC as restructuring advisor, Jefferies LLC as investment banker, and Epiq Corporate Restructuring, LLC as notice, claims, solicitation and balloting agent and administrative advisor. AGILETHOUGHT INC: To Undergo Chapter 11 Reorganization Process -------------------------------------------------------------- AgileThought, Inc. ("AgileThought" or the "Company"), a global provider of digital transformation services, agile software development, and next generation technology solutions, on Aug. 28 announced additional working capital funding, a go-private transaction, and restructuring that, combined, will reduce the Company's debt load, infuse new capital into the business, and provide a firm financial foundation for its future. This transaction is underpinned by an asset purchase agreement with affiliates of Blue Torch Finance, LLC ("Blue Torch"), the Company's senior secured lenders, and marks a pivotal step in AgileThought's journey towards long-term success and enhanced service delivery. To support the restructuring process, Blue Torch has agreed to provide approximately $22 million in new-money financing (subject to court approval), which will ensure AgileThought's high-quality standards, services, and commitment to its people will remain steadfast and uninterrupted. The day-to-day operations of the company will continue seamlessly, without disruption. To ensure a smooth transition and protection for all stakeholders, AgileThought will effectuate the transaction through a 90-day Chapter 11 reorganization process under the U.S. Bankruptcy Code. This proven mechanism will allow the Company to execute the transaction and efficiently reorganize its finances, reduce its debt, and emerge with a healthier balance sheet. A Blue Torch affiliate has agreed to serve as the stalking-horse buyer of substantially all of AgileThought's assets, subject to several factors, including higher or better offers. The proposed transaction is subject to court approval, and other customary conditions. Manuel Senderos, Chief Executive Officer of AgileThought, emphasized, "We are excited about this transaction and what it means for our enhanced ability to deliver for our clients, people, and partners. This strategic financial reorganization will pair our already robust and thriving organization with a capital structure that matches, and this move will allow us to operate even more efficiently. Post-reorganization, we will emerge with significantly reduced debt and a private ownership structure, fortifying an even stronger and healthier AgileThought." Clients have always been the cornerstone of AgileThought's success. The Company assures its valued clients that its dedication to delivering top-tier services remains unwavering. This financial restructuring is anticipated to further enhance the services and support clients have come to expect from AgileThought. The AgileThought team remains committed to best-in-class support and continued transparency throughout the reorganization process. Additional information is available on the Company's website, https://agilethought.com/. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Kurtzman Carson Consultants LLC ("KCC"), at www.kccllc.net/AgileThought; by calling KCC at (866) 548-5856, or (781) 575-2073 for calls originating outside of the U.S. and Canada; or by emailing AgileThoughtInfo@kccllc.com. Hughes Hubbard & Reed LLP and Potter Anderson & Corroon LLP are serving as legal advisor to AgileThought, Teneo Capital LLC is serving as financial advisor, and Guggenheim Securities, LLC is serving as investment banker. Ropes & Gray LLP and FTI Consulting are serving as legal and financial advisors to Blue Torch. About Blue Torch Blue Torch Capital is a US middle market direct lender providing bespoke credit solutions to stakeholders and management teams of companies requiring capital support for growth, acquisitions, operational challenges and financial distress. The firm provides solutions including first lien term loan, asset-based revolver, first-in-last-out, and second lien term loans generally from $20 million - $200 million. About AgileThought AgileThought is a pure play leading provider of agile software development at scale, end-to-end digital transformation and technology consulting services with diversity across markets and industries. For years, Fortune 1000 companies have trusted AgileThought to solve their digital challenges and optimize mission-critical systems to drive business value. AgileThought's solution architects, cloud specialists, data & AI scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate digitization across the enterprise. AGILITI INC: S&P Alters Outlook to Stable, Affirms 'B+' ICR ----------------------------------------------------------- S&P Global Ratings affirmed all ratings on health care technology management and services provider Agiliti Inc., including its 'B+' issuer credit rating, and revised the outlook to stable from positive. S&P said, "The stable outlook reflects our view that although reduced demand for some of its medical equipment rental services should contribute to lower earnings over the next year, S&P Global Ratings-adjusted leverage in the low- to mid-4x area over the next two years will support the rating. "The outlook revision reflects reduced demand for some of its medical equipment rental services and our expectation for EBITDA below our previous base-case forecast in 2023, resulting in S&P Global Ratings-adjusted leverage above 4x in the next couple of years. Management lowered its EBITDA guidance $35 million for 2023. We now expect S&P Global Ratings-adjusted leverage will rise to about 4.4x by year-end and remain in the low- to mid-4x area through 2024. The EBITDA reduction primarily reflects a pullback in customer demand for peak-need medical equipment such as infusion pumps, ventilators, and patient monitoring systems because of higher equipment ownership within health care facilities following a spike in purchases amid the COVID-19 pandemic. Placements of this equipment are down about 20%-30% from pre-pandemic. Furthermore, the unpredictability of COVID-19 is prompting health care facilities to maintain equipment stockpiles in the event hospitalizations reaccelerate. Combined with estimated equipment useful lives ranging 5-12 years, this limits near-term growth prospects in its equipment rental business, in our view. Given the high flow-through of the lower equipment placement from the top line to the bottom line, we expect Agiliti's S&P Global Ratings-adjusted EBITDA margin to contract about 400 basis points to the mid-20% area in 2023 and at least into 2024, compared to 28%-30% historically. "We expect growth trends in specialty and surgical equipment rental and recurring repair and maintenance work to remain favorable. Despite suppressed demand for supplemental peak-need rental equipment, we project Agiliti's revenue to increase about 4%-5% over the next couple of years. This reflects growth in other equipment rentals such as specialty beds and surgical lasers, which are more correlated with procedure volumes. In addition, Agiliti offers maintenance, repair, and optimization that also continues to expand as customers routinely require support to service equipment. We expect the company to improve offerings to attract and retain customers. "Customer insourcing remains a longer-term risk. Agiliti provides outsourced medical equipment and service staff to address supplemental and peak needs for health care facilities. We expect continued demand as owned equipment ages and health care facilities navigate budget constraints. However, insourcing remains a key risk because providers could choose to manage their own equipment needs. However, we believe Agiliti's ability to manage most equipment items and simplify facility service needs encourages customers to outsource. "We expect Agiliti to generate about $60 million-$70 million of reported free operating cash flow (FOCF) in 2023 and maintain ample liquidity. Agiliti had a cash balance of about $9 million and $273 million of availability under its $300 million revolving credit facility as of June 30, 2023. We expect the company to generate EBITDA in excess of its fixed charges, which include about $75 million-$80 million of interest expense, annual debt repayment of about $10 million, working capital outflow of $20 million, and capital expenditure (capex) of about $80 million. In addition, the company in the second quarter amended and extended its revolver to April 2028 and first-lien term loan to May 2030, reducing near-term refinancing risk. "The stable outlook reflects our view that although reduced demand for some of Agiliti's medical equipment rental services should contribute to lower earnings over the next year, S&P Global Ratings-adjusted leverage in the low- to mid-4x area over the next two years will support the rating." S&P could lower the rating if leverage remains above 5x on a sustained basis. This could occur because of: -- An operational setback; -- Loss of customer contracts; or -- A large, unexpected debt-funded acquisition or shareholder return. Although unlikely in the near term, S&P could raise the rating on Agiliti if it: -- Maintains solid revenue growth; -- Improves its EBITDA margin to the high-20% area, likely from a return to pre-pandemic peak-need rental revenue; -- Increases FOCF to debt above 20%; and -- Sustains adjusted debt to EBITDA comfortably below 4x and meets other conditions for an improved assessment of financial risk. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Agiliti. Our assessment of the company's financial risk profile as aggressive reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." ALECTO HEALTHCARE: Creditors Defend Bid to Appoint Committee ------------------------------------------------------------ A group of creditors has urged the U.S. Bankruptcy Court for the District of Delaware to approve its motion to appoint an official committee that will represent unsecured creditors in the Chapter 11 case of Alecto Healthcare Services, LLC. William Sullivan, Esq., the group's attorney, said the retention of an independent director and new counsel for Alecto to address potential conflicts between the company and its subsidiary, Sherman/Grayson Hospital, LLC, does not relieve the need for the appointment of a creditors committee. "The appointment of an independent director may be an adequate remedy for the conflict as between [Alecto] and Sherman/Grayson Hospital with respect to any proposed settlement of [Alecto's] claim against Sherman/Grayson Hospital. It is not an adequate remedy for [Alecto's] intentional evasion of its own creditors by deliberately transferring funds to its subsidiaries, which it knew would not be repaid," Mr. Sullivan said in court papers he filed in response to Alecto's objection. "A debtor that has engaged in wrongdoing with respect to its creditors should not have sole control over the investigation and correcting of that conduct in a vacuum, outside of the review of its creditors. Yet that is what [Alecto] contends is a solution to its deliberate avoidance of obligations to its non-favored creditors," Mr. Sullivan further said. The group on Aug. 11 sought the appointment of a committee to prevent further transfer of funds from Alecto to Sherman/Grayson Hospital, which funds could have been used to pay creditors. It also expressed concern about potential conflicts between Alecto and Sherman/Grayson Hospital, which share the same management and are represented by the same law firms. In response, Alecto, the U.S. Trustee for Regions 3 and 9 and the official committee representing Sherman/Grayson Hospital's unsecured creditors filed objections to the committee appointment. They argued that the potential conflicts have already been addressed by the retention of an independent director and new counsel. About Alecto Healthcare Services Alecto Healthcare Services, LLC is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALLDRIN ORCHARDS: Unsecureds Will Get 10% Dividend in Plan ---------------------------------------------------------- Alldrin Orchards, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a Plan of Reorganization for Small Business dated August 22, 2023. The original business of the Debtor was providing farm services for entities owned in whole or in part by Gary N. Alldrin, a third generation almond grower. The Debtor's primary business going forward will be to provide custom farming such as shaking and sweeping almonds, and other cultivation practices, for unrelated persons. In this way, the farm equipment owned by the Debtor can be utilized to pay debt. Since the Chapter 11 petition was filed, the Debtor has had little activity due to the seasonal nature of almond growing. The late summer and early fall months will see greatly increased activity as almonds are harvested. The Plan of Reorganization proposes to pay creditors of the Debtor from cash from future business operations over a 55-month period. The Plan provides for full payment of administrative and priority claims. The Plan also provides for payments on secured claims equal to the value of the Debtor's assets held as collateral. Finally, the Plan provides that holders of non-priority unsecured claims will receive dividend of at least 10 cents on the dollar. Class 4 consists of Non-priority unsecured claims. The holders of claims in this class will receive a dividend of 10% of their claims, as follows: $1,000 on the first day of November 2023, and the first day of each successive month until May 1, 2028. The claims in this class are estimated to be $522,500. This Class is impaired. The present shareholder will retain her shares in the Debtor. The Debtor intends to make monthly payments from future income. A full-text copy of the Plan of Reorganization dated August 22, 2023 is available at https://urlcurt.com/u?l=vl5YdJ from PacerMonitor.com at no charge. Attorney for Debtor: David C. Johnston, Esq. David C. Johnston, Attorney at Law 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Fax: (209) 579-9420 About Alldrin Orchards Alldrin Orchards Inc. provides custom farming such as shaking and sweeping almonds, and other cultivation practices. The Debtor sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-90224) on May 22, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Lisa J. Alldrin, secretary, signed the petition. Judge Ronald H. Sargis oversees the case. The Debtor is represented by David C. Johnston, Esq., a practicing attorney in Oakdale, Calif. ALLIANCE PARTNERS: Amends Chicago City Secured Claims Pay --------------------------------------------------------- Alliance Partners, Ltd., submitted an Amended Plan of Liquidation dated August 22, 2023. The Debtor's Plan proposes to sell the Properties and pay off all creditors in full and, therefore, the Debtor's ability to make Plan payments is wholly contingent upon the sale of the Properties. There are no ongoing operations of the Debtor other than marketing the Properties for sale. The Plan proposes to sell the Properties within 120 days after the date the Court enters an order confirming the Plan and if the Properties do not sell within that time frame, the Debtor will employ an auctioneer to conduct auction sales of the Properties to generate funds necessary to pay the creditors in full. There is no projected financial information to accompany this Plan and provide to creditors. In the event the Properties do not sell within 120 days after the entry of the confirmation order, the Debtor will employ an auctioneer who specializes in auctioning real estate properties in the Chicagoland area. Subject to the auctioneer's recommendations and approval, the Debtor will urge the auctioneer to conduct an auction sale of the Properties within 180 days after the date the Court enters an order confirming the Plan. This Plan of Liquidation proposes to pay creditors of the Debtor from the cash received from the sale of the Properties. Class 3 consists of the allowed secured claim of the City of Chicago for unpaid water charges and ordinance violations accrued on the Properties. Chicago has filed a proof of claim in the amount of $2,855.28 in water charges accrued on State St. and a proof of claim in the amount of $11,719.83 in water charges accrued on 113th St. Chicago will be paid upon the sale of the Properties. Like in the prior iteration of the Plan, Class 5 non-priority general unsecured claims will be paid 100% of allowed claims, without interest, from the net sales proceeds of the Properties. The Debtor will retain all of its assets and continue marketing for sale the Properties. State St. is listed for the sales price of $165,000 and 113th St. is listed for sale at $105,000. 100th St. is not listed as that property is not worth more than the unpaid real estate taxes owed on the property. The Debtor is attempting to find a buyer who will simply pay a nominal sum in order to take title out of the Debtor's name. The Plan will be implemented and funded by a sale of the Properties within 120 days. Subject to the auctioneer's recommendations and approval, the Debtor will urge the auctioneer to conduct an auction sale of the Properties within 180 days after confirmation of the Plan. A full-text copy of the Amended Plan dated August 22, 2023 is available at https://urlcurt.com/u?l=jCG31r from PacerMonitor.com at no charge. Attorney for the Debtor: Joel A. Schechter, Esq. Law Offices of Joel A. Schechter 53 W. Jackson Blvd., Suite 1522 Chicago, IL 60604 Telephone: (312) 332-0267 Email: joel@jasbklaw.com About Alliance Partners Alliance Partners, Ltd., is an Illinois Corporation which was engaged in the purchase of real property at scavenger sales conducted by Cook County. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-00418) on Jan. 12, 2023, listing up to $500,000 in assets and up to $100,000 in liabilities. Judge A. Benjamin Goldgar oversees the case. The Law Offices of Joel A. Schechter is the Debtor's counsel. AMERICAN AUTO: $180MM Bank Debt Trades at 24% Discount ------------------------------------------------------ Participations in a syndicated loan under which American Auto Auction Group LLC is a borrower were trading in the secondary market around 76.1 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $180 million facility is a Term loan that is scheduled to mature on December 30, 2028. The amount is fully drawn and outstanding. American Auto Auction Group LLC operates physical, mobile, and digital auction venues in addition to various remarketing services that are expected to remain stable channels in the foreseeable future, despite the advent of alternate powertrains and electric vehicles. AMKOR TECHNOLOGY: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable ------------------------------------------------------------------- Fitch Ratings has upgraded Amkor Technology, Inc.'s Long-Term Issuer Default Rating (IDR) to 'BB+' from 'BB' and the senior unsecured rating to 'BB+'/'RR4' from 'BB'/'RR4'. The Rating Outlook is Stable. The ratings and Outlook reflect Fitch's increased confidence in Amkor's financial profile as the company navigates demand headwinds in certain key end markets. FCF margins and leverage metrics are solid for the rating despite elevated capital spending and lower profitability, respectively, while capital returns remain conservative. Amkor's share and technology leadership and positive semiconductor content and assembly and test outsourcing trends, offset against significant customer concentration, support the rating. KEY RATING DRIVERS Conservative Financial Policies: Fitch expects Amkor's financial policies to remain conservative for the rating, due in part by historical operating volatility. Fitch forecasts EBITDA leverage sustained comfortably below its 3.5x negative leverage sensitivity through the forecast period, absent a material debt-funded acquisition, and estimate this metric was 0.9x for the latest 12 months ended June 30, 2023. Fitch expects positive FCF over the forecast period will support cash balances at the higher end of historical levels with excess cash used for capital returns Barriers to Entry: Cumulative investments and expectations for continued elevated capital intensity should sustain barriers to entry and Amkor's solid market positions over the intermediate term. Capital intensity should remain between 10% and 15% of net sales, supporting Amkor's broad geographic footprint and technological capabilities, particularly in advanced packaging. Meanwhile, leading foundries are using greater financial flexibility to invest in packaging capabilities and increasingly competing with OSAT providers, potentially raising investment requirements over the long term. Constrained FCF Profile: Amkor's modest scale and profit margins with high capital intensity structurally constrain its cash flow profile. Amkor's roughly $6.5 billion-$7.5 billion of annual revenue and operating EBITDA margins in the high-teens through the forecast period are modest compared with other segments of the semiconductor supply chain, while capital intensity of 10%-15% is in line with to above average. As a result, Fitch forecasts low- to mid-single-digit FCF margins through the forecast period, versus flat to low-single digits previously. Secular Growth Drivers: Fitch believes increasing semiconductor content and ongoing outsourcing trends supports low- to mid-single digit long-term growth for Amkor. Accelerating digitalization and electrification continues to drive increasing semiconductor penetration across a wide range of products, in certain markets doubling growth from volume alone. Meanwhile, ongoing adoption of the fabless semiconductor model, particularly for advanced technologies, continues unabated, expanding Amkor's addressable market. Customer Concentration: Moderate customer concentration amplifies Amkor's operating volatility. For fiscal 2022, Amkor's top-10 customers accounted for 65% of consolidated net sales and Apple, Inc. and Qualcomm Technologies, Inc. accounted for 20.6% and 10.1%, respectively. Despite long-standing, collaborative relationships with customers, the shorter product life cycles and commercial adoption uncertainty of smartphones and other consumer-oriented products reduce visibility for revenue and cash flow. At the same time, its share with leading smartphone providers positions Amkor to benefit from defensible market positions. DERIVATION SUMMARY Fitch views Amkor's credit profile as in line with a 'BB+' and is supported by the company's solid financial profile, which is stronger than its Fitch-rated peer-set overall, and strengthening customer relationships and technology leadership. Amkor's financial policies, liquidity and coverage ratios are all in line with a 'bbb'-rating and position the company ahead of its Fitch-rated peer set, although Fitch views this factor as of moderate importance to the rating. Financial policies are more observational than explicitly articulated but Fitch expects the company to maintain conservative EBITDA leverage, cash balances near current and historically high levels and to use cash flow for organic growth opportunities and capital returns. Amkor's financial structure factor rating in line with and of higher importance to the 'BB+' rating. The company's EBITDA-based leverage metrics are strong for the current rating, informed in part by historical demand cyclicality, while cash flow-based metrics are more in line with a mid-'bbb' due to the company's higher-than-industry-average capital intensity. Amkor's financial structure factor rating is highest among its Fitch-rated peer-set with the majority at mid-'bb' and only Entegris at a weak-'bb', due to its recent debt-funded acquisition. Fitch views Amkor's 'bb' diversification rating factor as weak compared to the rating but in line with its Fitch-rated peer-set and of less importance, despite the company's still significant customer concentration. Amkor's relationship with Apple remains strong and the company is positioned to benefit from its largest customer's supply chain diversification initiatives, given a broad geographic footprint. In addition, Fitch rates other significant Apple suppliers at higher ratings, although all of these have lower concentration percentages and Fitch believes less easily replaced over an intermediate-term Amkor's market position factor rating is middle of the pack among similarly Fitch-rated peers but is of more importance to Amkor's 'BB+' rating. The company was the second largest OSAT provider by revenue behind Taiwanese leader, ASE Technology Holding Co., but is the leader in advanced packaging services and in U.S. and Japan markets. Expectations for increased adoption of advanced packaging services, as well as ongoing supply chain regionalization trends position Amkor for share gains. Fitch believes Amkor's sector competitive intensity in line with a high 'bb' rating with moderate barriers to entry given the company's cumulative investments in technology and footprint, as well as customer collaboration. Amkor faces meaningful competition from a combination of OSAT peers, large foundries with significant financial flexibility and the potential for customer to internalize assembly and test functions, which constrain the company's ability to expand profit margins. Nonetheless, solid growth opportunities from increasing outsourcing and semiconductor content, as well as higher-than-average investment intensity, mitigate substitution risks. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include: - Revenue builds through remainder of 2023 in line with historical seasonality but is still down by mid- to high-single digits for the year; - Revenue modestly recovers by positive low-single digits in 2024 before increasing by mid-single digits in 2025 and resuming low-single digit long-term growth rates beyond; - Gross profit margins remain pressured in 2023, declining to low-teens from high-teens in 2022 and more than 20% through the pandemic period; - Gross profit margins expand to mid- to high-teens through the remainder of the forecast period, driven by a richer sales mix; - Opex is roughly flat at $460 million-$465 million through the forecast period - Capital spending remains elevated by historical standards in order to support ongoing regionalization efforts; - Amkor refinances debt maturities and uses FCF for capital returns. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Expectations for FCF margins consistently in the mid-single digits; - Increased end market diversification, so that top 10 customers account for less than 40% of total revenue; - Public commitment to maintain EBITDA leverage below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - FCF margins sustained near 1% or below; - Sustained EBITDA leverage above 3.5x and CFO less capex to total debt sustained below 10%; - Operating profile negatively impacted by weaker competitive position or loss of market share, resulting in lower than expected revenue growth or operating EBITDA margins. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Fitch believes Amkor's liquidity is sufficient and was supported by $805 million of cash and cash equivalents, $399 million of short-term investments, and a $600 million ABL in Singapore, of which the full amount was available for borrowing as of June 30, 2023. Fitch's expectation for $100 million-$350 million of annual FCF through the forecast period also supports liquidity. ISSUER PROFILE Amkor Technology, Inc., and its subsidiaries is the number two global provider of outsourced semiconductor assembly and test (OSAT) services by revenue and the number one for automotive markets. The company provides packaging and testing services to integrated device manufacturers (IDMs), fabless semiconductor companies and contract foundries. ESG CONSIDERATIONS Amkor Technology, Inc. has an ESG Relevance Score of '4' for Governance Structure due to 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Amkor Technology, Inc. LT IDR BB+ Upgrade BB senior unsecured LT BB+ Upgrade RR4 BB AMYRIS INC: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------ The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Amyris, Inc. and its affiliates. The committee members are: 1. Cosan U.S. Inc. Attn: Lineu Paulo Moran Filho 2711 Centerville Road, Suite 400 New Castle, DE 19808 Phone: 386-673-2964 Email: Lineu.Moran@moovelub.com 2. U.S. Bank Trust Company, National Association as Trustee Attn: Justin Shearer 100 Wall Street, Suite 600 New York, NY 10005 EX-NY-Wall Phone: 212-951-8529 Email: Justin.Shearer@usbank.com 3. Sartorius Stedim North America, Inc. Attn: Matthew Lessler 565 Johnson Avenue Bohemia, NY 11746 Phone: 212-951-3989 Fax: 631-253-5274 Email: Matthew.Lessler@Sartorius.com 4. Hearst Magazine Media, Inc. Attn: Nathaniel Boyer, Senior Counsel The Hearst Corporation 300 W. 57th Street New York, NY 10019 Phone: 212-649-2030 Fax: 212-649-2035 Email: Nathaniel.Boyer@Hearst.com 5. Wiley Companies Attn: Joshua Willey P.O. Box 640 545 Walnut Street Coshocton, OH 43812 Phone: 740-622-0755 Fax: 740-622-3231 Email: Joshua.Wiley@WileyCo.com 6. Park Wynwood, LLC c/o Brick & Timber, LLC Attn: Glenn Gilmore 855 Front San Francisco, CA 94111 Phone: 415-310-9059 Email: Glenn@BrickandTimberCollective.com 7. Allog Participacoes, Ltda Contact: Rodrigo Portes, Rua Doutor Pedro Ferreira 333 A5 SL503-CItajal/SC-Brazil Cep 88301-030 Phone: 55 47 3241 1700 Email: Rodrigo.Portes@allog.com.br 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 Amyris Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the world's top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLP serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtor's corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtors' investment banker. Stretto, Inc. is the Debtors' claims, noticing, solicitation agent and administrative adviser. ARSENAL AIC: Fitch Gives 'BB-' LongTerm IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has assigned a final rating of 'BB-' to Arsenal AIC Parent LLC's (Arsenal) Long-Term Issuer Default Rating (IDR) and a final debt-level ratings to its $1.425 billion Term Loan B (TLB), as well as a rating of 'BB+'/'RR2' to its $700 million senior secured notes. The Rating Outlook is Stable. The rating actions follow the closing of Arconic's acquisition by Arsenal AIC Parent LLC, an affiliated entity of Apollo Global Management. Arsenal AIC MergeCo Inc., a wholly-owned subsidiary of Arsenal AIC Parent LLC, will merge with and into Arconic Corporation (ARNC) with ARNC surviving the Merger and becoming a wholly-owned subsidiary of Arsenal. Fitch has also downgraded ARNC's IDR to 'BB-' from 'BB+', removed it from Rating Watch Negative (RWN) and withdrawn its IDR and instrument ratings, including its revolver and secured notes ratings due to the debt having been repaid or defeased. The final ratings are in line with the expected rating assigned in July 2023. The company announced that Apollo Funds have completed the acquisition of Arconic on Aug. 18, 2023. Fitch is withdrawing ARNC's ratings as the bonds were pre-refunded or defeased. KEY RATING DRIVERS Rating Overview: Arsenal's 'BB-' rating reflects the company's competitive position in the aluminum fabricated product market, improved end-market outlook, considerable operational/product flexibility to accommodate demand shifts, favorable operational and cost improvement initiatives, and elevated post-acquisition leverage profile. Fitch's rating case forecasts EBITDA leverage and coverage metrics both in the mid-3x range, a level commensurate with 'BB-' rating. Fitch recognizes end-market improvements and execution of its operational and cost initiatives could increase EBITDA and improve metrics. However, the current ratings also consider the uncertainty around the sponsor's medium-term financial policy and capital allocation priorities, including the potential for M&A transactions. The 'BB+'/'RR2' rating, consistent with Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria, reflects the company's competitive asset base and capital structure, including an ABL facility. Mid-3x EBITDA Leverage Near-Term: Fitch views Arsenal's credit profile as weaker than ARNC's pre-acquisition following the debt-financed acquisition which adds around $1 billion of incremental debt. Fitch forecasts EBITDA leverage will initially be elevated at around 3.7x in FY23, but could decline below 3.0x over the next three or four years depending on the company's operational execution, end-market recovery, and financial policies and capital deployment priorities. Apollo Acquisition: On Aug. 18, 2023, the company announced that Apollo Funds have completed the acquisition of ARNC. Apollo has identified cost savings initiatives such as raw material optimization, savings on public company costs and productivity improvement, all of which will help grow margins over the next few years. Arsenal is committed to allocate capital in improving asset integrity in order to reduce operational outages and optimize its facilities. Future financial policy, capital deployment decisions including potential M&A transactions and commitment to deleverage over the medium term could change its credit risk profile. Secular Tailwinds Supporting Projected Performance: Fitch believes the company will benefit over the next several years as both auto and aerospace & defense original equipment manufacturers (OEMs) shift to lightweight materials in production. Packaging will be supported by steady volume and pricing growth in the North American can sheet market, which is traditionally undersupplied. In the longer term, environmental trends would also benefit the company as the transition to electric vehicles could yield higher aluminum content per vehicle and aluminum may be an increasingly preferred method of packaging given its recyclability. Fitch expects EBITDA to grow at mid- to -high single digits largely supported by strong demand in the end-markets over the rating horizon. Demand from aerospace end-market in particular, is anticipated to steadily increase over the next few years despite near-term recessionary fears given the ongoing recovery in air traffic demand, airline operators taking a long-term view on fleet planning, and also boosted by underinvestment during the COVID-19 pandemic. Operational Flexibility: With an exception of assets deployed for aerospace products, the company benefits from the adaptability of their assets where they can switch their production lines in the merit order to serve different end-markets depending on the market demand dynamics. The company serves higher-margin, baseline industrial products, including transportation and building products/construction, and lower-margin but more stable packaging, while leaving some capacity buffer to meet overall spot industrial market demand. Low-Double Digit Profitability Expected: Fitch views Arsenal's profitability as somewhat weaker than broader diversified industrial peers. Fitch forecasts the company will generate high single-digit, improving to low double-digit EBITDA margins and low-single digit FCF margins (annual FCF of $100 million-$200 million) over the rating horizon. Fitch believes the company's anticipated top-line growth and focus on operational efficiency will likely support management in maintaining or improving the margin over the long term. Fitch anticipates cost savings to come from raw material optimization, less stringent reporting obligation as a private company, procurement and productivity. ARNC also has relatively low capital intensity, with capex representing around 2.5% of revenue on average and minimal working capital requirements. DERIVATION SUMMARY Arsenal has weaker profitability than similarly rated peers in the diversified industrials sector. Fitch believes it compares well with Kaiser Aluminum Corp. (BB-/Stable), a manufacturer of semi-fabricated specialty aluminum mill products, in terms of diversification and exposure to cyclical end-markets Fitch considers Arsenal's end markets to be relatively diversified and expects the company's cash flow to gradually improve following several cost-cutting measures, reduced environmental costs and lower pension contributions. KEY ASSUMPTIONS Fitch's Key Assumptions within Its Rating Case for the Issuer - Relatively stable aluminum prices through 2025 with an average price between $2,400 and $2,500 per tonne before declining to around $2,200 per tonne in 2026; - Sales volume to recover to a normalized level after operational outage, which was fully resolved in 1Q23, followed by low-single digit increase in volumes throughout the forecasted period, led by aerospace, transportation, and packaging; - Margins gradually increase and trend toward the low-double digit range over the next few years; - Capex between 2% and 3% of revenue per year; - No dividend; - Pension contributions plus other post-employment benefit payments around $125 million per year over the forecast; - No voluntary gross debt repayment or M&A. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Demonstrated commitment to a financial policy leading to mid-cycle EBITDA leverage sustained below 3.25x; - Improved financial flexibility with EBITDA coverage sustained above 4.0x; - EBITDA margin improvement toward low-double digits due to successful cost saving initiatives or higher asset utilization supported by strong end-market demand. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Mid-cycle gross EBITDA leverage sustained around 4.0x; - Weakening financial flexibility with EBTIDA/FFO interest coverage sustained below 3.0x or 2.5x respectively; - Contingent liabilities, pension contributions, or weaker utilization result in significant impact to FCF margins reducing financial flexibility. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: Arsenal's liquidity is expected to be supported by a new $1.2 billion ABL facility. Fitch anticipates Arsenal will maintain liquidity between $1.0 billion and $1.5 billion on average over the next several years between cash and its ABL facility, which could be drawn upon during the year to cover short-term working capital fluctuations but would likely be subsequently paid down. ISSUER PROFILE Arsenal (dba Arconic) is a provider of rolled aluminum products, extrusions, and building products within the building and construction, industrial, packaging, ground transportation, and aerospace & defense end-markets. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Arsenal AIC Parent LLC LT IDR BB- New Rating BB-(EXP) senior secured LT BB+ New Rating RR2 BB+(EXP) Arconic Corporation LT IDR BB- Downgrade BB+ LT IDR WD Withdrawn BB- senior secured LT WD Withdrawn RR1 BBB- senior secured LT WD Withdrawn RR2 BBB- Senior Secured 2nd Lien LT WD Withdrawn RR4 BB+ ASE CONSTRUCTION: Seeks Cash Collateral Access Thru Feb 2024 ------------------------------------------------------------ ASE Construction, Inc. asks the U.S. Bankruptcy Court for the Central District of California for authority to use cash collateral through February 2024. PHH Mortgage Services is the Debtor's first lien holder with a principal balance of $611,250. The Debtor projects $1,750 in total income and $1,750 in total expenses for one month. The Debtor will provide adequate protection payments to Secured Creditor to ensure the upkeep of the real property. To provide maintenance, renovations and repair is essential to preserving the real property and necessary for effective reorganization. The Debtor anticipates renegotiating a new lease with the existing tenant beginning February 29, 2024 once renovations and repairs are completed to increase the fair market saleable value. The property was purchased in July, 2022. Tenant's rent was negotiated under an old lease from previous owner of the property and continues to reside in Unit #1 at reduced rent because the unit was leaking water and had mold. The tenant relocated to the vacant unit in order to allow repairs to be done to Unit #1. After the renovations and repairs are completed, Debtor will be able to rent Unit #2. The Debtor anticipates increasing rent to fair market rental value of $2800 to $3200 per unit to improve cash flow. The current rental income received from the real property will be used to make adequate protection payments to Secured Creditor and to provide maintenance and cleaning of the property. As some expenses, such as insurance, may not be required to be paid every month, to the extent that the amount allotted to a particular expense in a particular month is not used during that month, the Debtor requests permission to use that unused amount in subsequent months in payment of that particular expense for the duration of the period in which the Debtor is granted the use of cash collateral. A hearing on the matter is set for September 19, 2023 at 1 p.m. A copy of the motion is available at https://urlcurt.com/u?l=kBAP9F from PacerMonitor.com. About ASE Construction, Inc. ASE Construction, Inc. owns duplex property located at 8420 S. Broadway Los Angeles, CA valued at $834,500. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14986) on August 3, 2023. In the petition signed by Sergio Moreno Morales, chief executive officer & chief financial officer, the Debtor disclosed $2,703,697 in total assets and $2,703,697 in total liabilities. Anthony O. Egbase, Esq., at A.O.E Law & Associates, APC, represents the Debtor as legal counsel. ASP DREAM: $100MM Bank Debt Trades at 15% Discount -------------------------------------------------- Participations in a syndicated loan under which ASP Dream Acquisition Co LLC is a borrower were trading in the secondary market around 84.6 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $100 million facility is a Term loan that is scheduled to mature on December 15, 2029. The amount is fully drawn and outstanding. ASP Dream Acquisition Co LLC, d/b/a FullBloom, is a Philadelphia, Pennsylvania-based national provider of education and behavioral health services for children with special needs and students struggling academically in school. AULT ALLIANCE: Incurs $64.3 Million Net Loss in Second Quarter -------------------------------------------------------------- Ault Alliance, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $64.25 million on $47.41 million of total revenue for the three months ended June 30, 2023, compared to a net loss of $26.08 million on $17.37 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 $113.08 million on $78.59 million of total revenue compared to a net loss of $54.87 million on $50.19 million of total revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $378.39 million in total assets, $254.94 million in total liabilities, $1.95 million in redeemable noncontrolling interests in equity of subsidiaries, and $121.50 million in total stockholders' equity. Ault Alliance said, "As of June 30, 2023, the Company had cash and cash equivalents of $19.7 million, negative working capital of $70.0 million and a history of net operating losses. The Company has financed its operations principally through issuances of convertible debt, promissory notes and equity securities. These factors create substantial doubt about the Company's ability to continue as a going concern for at least one year after the date that these condensed consolidated financial statements are issued." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/896493/000121465923011564/aa81123110q.htm About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BISHOP OF SANTA ROSA: Comm. Taps Burns Bair as Insurance Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of the Roman Catholic Bishop of Santa Rosa seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Burns Bair LLP as its special insurance counsel. The firm will render these services: (a) analyze, investigate, and assess the availability of coverage under the Debtor's insurances policies; (b) represent the committee in any adversary proceedings by and between the Debtor and its insurers, pending Court approval; (c) engage in potential mediation and/or other resolution of the claims, demands, and/or lawsuits related to the Debtor's insurance policies; (d) advise, negotiate, and advocate on behalf of the committee with respect to the Debtor's insurance policies; and (e) provide related advice and assistance to the Committee as necessary. The hourly rates of the firm's professionals are as follows: Partners $900 - $1,120 Associates $550 Paraprofessionals $340 In addition, the firm will seek reimbursement for expenses incurred. Timothy Burns, Esq., a partner at Burns Bair, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy W. Burns, Esq. BURNS BAIR, LLP 10 E. Doty Street, Suite 600 Madison, WI 53703 Telephone: (608) 286-2302 Email: tburns@burnsbair.com About The Roman Catholic Bishop of Santa Rosa The Roman Catholic Bishop of Santa Rosa is a diocese, or ecclesiastical territory, of the Roman Catholic Church in the northern California region of the United States, named in honor of St. Rose of Lima. Abuse victims filed hundreds lawsuits after the state of California paused for three years its statute of limitation on claims for child sexual abuse. The pause ended on Dec. 31, 2022. Facing more than 200 new legal claims over childhood sexual abuse, the Roman Catholic Bishop of Santa Rosa, also known as the Diocese of Santa Rosa, filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-10113) on March 13, 2023. The Debtor estimated $10 million to $50 million in both assets and liabilities. The Hon. Charles Novack is the case judge. The Debtor tapped Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP as bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as financial advisor; and Donlin, Recano & Company, Inc. as claims agent. Shapiro Galvin Shapiro & Moran, Weinstein & Numbers, LLP, and Foley & Lardner, LLP serve as special counsels. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Berkeley Research Group, LLC serve as the committee's legal counsel and financial advisor, respectively. BKLYN3 LLC: Sale or Refinancing by Dec. 31 to Pay Off Claims ------------------------------------------------------------ BKLYN3, LLC submitted a Plan of Reorganization and a Disclosure Statement. The Debtor is a Georgia-based company that buys distressed properties, renovates them, and sells or retains as a rental property. The property Debtor currently owns is a residential property located at 746 Bonnie Brae Avenue, Atlanta, GA 30310 (the "Property"). The Property is a single family house that Debtor purchased and renovated and intends to retain as a rental property. Debtor also owns a vacant lot located at 2642 N. Jessup Street, Philadelphia, PA 19133 (the "Lot"). Debtor intends to build a structure on the Lot in the future. Audra Jeffers (the "Sole Member") is the Sole Member and Manager of Debtor. The Debtor provided a value for the Property based on an appraisal completed and dated January 27, 2023 in the amount of $645,000.00. The Lot is valued at $55,700.00 based upon the City of Philadelphia's tax assessment. Debtor also owns free and clear a 2015 Sprinter van with a value of $13,000.00. The Debtor continues to search for a refinancing lender and simultaneously markets the Property. The Plan provides for the payment in full of all secured, priority, and general unsecured claims and retention of equity interests in the Debtor. Under the Plan, Class 5 General Unsecured Creditors are unimpaired. The Debtor estimates, based on its schedules and proofs of claims that have been filed, that there will be approximately $17,338.98 in allowed General Unsecured Claims. Debtor proposes to pay General Unsecured Claims with post-petition interest in full on the Effective Date, if any exist. The cash distributions contemplated by the Plan will be funded by cash generated from either the refinancing or sale of the Property on or before Dec. 31, 2023. Attorneys for the Debtor: Will Geer, Esq. Ceci Christy, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I, 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 E-mail: wgeer@rlklglaw.com cchristy@rlkglaw.com A copy of the Disclosure Statement dated August 16, 2023, is available at https://tinyurl.ph/ftXhZ from PacerMonitor.com. About BKLYN3 LLC BKLYN3, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-52132) on March 6, 2023, with as much as $1 million in both assets and liabilities. William A. Rountree, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. BLITMAN SARATOGA: Sept. 27 Plan Confirmation Hearing Set -------------------------------------------------------- Blitman Saratoga LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for entry of an order approving the Disclosure Statement. On August 22, 2023, Judge Sean H. Lane approved the Disclosure Statement and ordered that: * Sept. 27, 2023 at 10:00 a.m. at the U.S. Bankruptcy Court, 300 Quarropas Street, White Plains, NY 10601 is the hearing on confirmation of the Plan. * Sept. 15, 2023 is fixed as the last day to file objections, if any, to confirmation of the Plan. * Sept. 22, 2023 is fixed as the last day for the Debtor to file with the Court a reply, if any, to an Objection, together with all Declarations and other written submissions upon which the Debtor intends to rely in support of confirmation of the Plan. * Sept. 15, 2025 at 5:00 p.m. is fixed as the last day to execute and deliver Ballots for voting on the Plan. A copy of the order dated August 22, 2023 is available at https://urlcurt.com/u?l=FCjv9h from PacerMonitor.com at no charge. Attorneys for the Debtor: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Email: knash@gwfglaw.com About Blitman Saratoga White Plains, N.Y.-based Blitman Saratoga LLC was formed in 2012 to develop and build a residential community consisting of at least 77 single-family homes spread over approximately 149 acres on Geyser Road in Saratoga County, N.Y. Blitman Saratoga sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-23177) on November 6, 2020. At the time of the filing, the Debtor disclosed $5,857,288 in assets and $2,755,584 in liabilities. Judge Robert D. Drain oversees the case. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, is the Debtor's legal counsel. On December 21, 2020, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Nolan Heller Kauffman, LLP as its bankruptcy counsel. BLUE DIAMOND: Seeks 30-Day Extension to Plan Exclusivity -------------------------------------------------------- Blue Diamond Energy, Inc. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Mississippi to extend their time period in which they have the exclusive right to file a chapter 11 plan and disclosure statement by 30 days. The Debtors explained that they have been unable to submit a disclosure statement or propose a plan due to the voluminous work required on amending schedules and working on responses for numerous 2004 discovery orders. Further, one of the Debtors' attorneys suffered a major medical episode and has not been able to participate in the case since the end of May 2023. Blue Diamond Energy, Inc. and its affiliates are represented by: Patrick A. Sheehan, Esq. SHEEHAN & RAMSEY, PLLC 429 Porter Avenue Ocean Springs, MS 39564 Tel: (228) 875-0572 Email: pat@sheehanramsey.com About Blue Diamond Energy Blue Diamond Energy, Inc. and affiliates, Escambia Operating Co., LLC and Escambia Asset Company, LLC, filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case No. 23-50490) on April 3, 2023. In its petition, Blue Diamond reported $10 million to $50 million in both assets and liabilities. Thomas Swarek, president of Blue Diamond, signed the petition. Judge Jamie A. Wilson oversees the case. The Debtors tapped Steve Wright Mullins, Sr., Esq. at Mullins Law Firm and Sheehan & Ramsey, PLLC as bankruptcy counsels; and Matthews, Cutrer & Lindsay, P.A. as accountant. BOND EXPRESS: Has Until Nov. 13 to File Plan -------------------------------------------- Bond Express, Inc., sought and obtained an order extending the Debtor's time period in which to file a chapter 11 plan of reorganization and disclosure statement. Pursuant to Section 1121(e) of the Bankruptcy Code, the Debtor's time period to file a chapter 11 plan of reorganization and disclosure statement is extended to and including Nov. 13, 2023. About Bond Express Bond Express, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 22-42628) on Oct. 21, 2022, with as much as $1 million in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Law Offices of Alla Kachan, PC, and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. BRICKCHURCH ENTERPRISES: Objects to Bay Point's Plan ---------------------------------------------------- Counsel to Brickchurch Enterprises, Inc., filed an objection and reservation of rights to the Disclosure Statement for Bay Point Capital Partners II, LP's Proposed First Amended Plan of Liquidation of Brickchurch Entperises, Inc. Under Chapter 11 of the Bankruptcy Code filed by Bay Point Capital Partners II, LP on August 10, 2023. BEI Counsel points out that the control of the Debtor and Aberdeen is in active dispute -- both companies and their professionals are operating in a gray area: * On July 19, 2023, Bay Point filed the Change of Control Notice. In the Change of Control Notice, Bay Point communicated to the Court that the Debtor's current officers and directors were removed and replaced by Charles Andros of Bay Point, who had been appointed sole officer and director of the Debtor. Bay Point accordingly takes the position that Charles Andros has the authority to make all major decisions on behalf of the Debtor. * Louise Blouin and Mathew Kabatoff, however, dispute the legality of Bay Point's assertion of control and Bay Point's purported replacement of Louise Blouin and Mathew Kabatoff as officer and director of Debtor. Upon information and belief, Louise Blouin and Mathew Kabatoff have not conceded that a change of control of the Debtor and Aberdeen has occurred. * Thus, it appears that Bay Point's actions may be in violation of the DIP Financing Order. Because of the dispute, which places both BEI and Aberdeen and their counsel in a gray area, BEI's Counsel has communicated to counsel for Bay Point that the parties should request an order from the Court to clarify the control issue. BEI Counsel further points out that the proposed Plan fails to meet the feasibility requirement. Under the plan proposed by Bay Point, there is clear language that provides for possibility of failure (lack of feasibility). If Bay Point shall fail to acquire the 376 Gin Lane Rights for any reason, the Plan shall immediately become null and void (a "Plan Failure"), and nothing contained in the Plan shall (i) constitute a waiver or release of any Claims by or against the Debtor, or (ii) prejudice in any manner the rights of the Debtor, Bay Point, or any other Person in any further proceedings involving the Debtor or its Estate, including the right of any Person to propose a future chapter 11 plan. Bay Point shall not be liable in any respect to any Person for, or as a result of, a Plan Failure and nothing contained in the Plan shall obligate Bay Point to acquire the 376 Gin Lane Rights. Accordingly, the Plan as currently proposed doesn't meet the requirements under the Code. BEI Counsel asserts that Bay Point provides no justification for separate classification of Louise Blouin's Claim. Ms. Louise Blouin, the Debtor's ultimate upstream principal, has an over $10.5 million general unsecured claim against the Debtor. Ms. Blouin's general unsecured claim accounts for more than two-thirds of the total dollar amount of all asserted general unsecured claims. The Plan proposed by Bay Point separately classifies the claim of Ms. Blouin with no justification in violation of applicable Second Circuit case law. Counsel for the Debtor: Camisha L. Simmons, Esq. SIMMONS LEGAL PLLC 1330 Avenue of the Americas, Suite 23A New York, NY 10019 Tel: (212) 653-0667 (New York) Tel: (214) 643-6192 (Dallas) Fax: (800) 698-9913 E-mail: camisha@simmonslegal.solutions About Brickchurch Enterprises Brickchurch Enterprises Inc. is the fee simple owner of a residential single-family guest house which is part of a four-acre residential ocean-front estate property compound. The property, which is located at 366 Gin Lane Southampton, N.Y., has an appraised value of $63 million. Brickchurch sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 22-70914) on May 1, 2022, listing $50 million to $100 million in both assets and liabilities. Louise Blouin, Brickchurch director, signed the petition. The case is assigned to Judge Alan S. Trust. Craig D. Robins, Esq., at the Law Offices of Craig D. Robins, is the Debtor's counsel. BROOKWOOD VILLAGE: Hires Denise S. Small, CPA as Accountant ----------------------------------------------------------- Brookwood Village LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Denise S. Small, CPA as accountant. The firm will provide accounting services to the Debtor in the Chapter 11 bankruptcy case. The firm will be paid at the rate of $100 per hour, and will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Denise S. Small, CPA 66 Chateau Mouton Drive Kenner, LA 70065 Tel: (504) 289-0313 Email: dsmallcpa@aol.com About Brookwood Village LLC Brookwood Village LLC in New Orleans, LA, filed its voluntary petition for Chapter 11 protection (Bankr. M.D. La. Case No. 23-10312) on May 16, 2023, listing $1,433,667 in assets and $4,515,344 in liabilities. Tyrone C. Legette as manager, signed the petition. Sternberg Naccari & White, LLC serves as the Debtor's legal counsel. BURGER BOSSCO: S&P Ups ICR to 'CCC+' on Out-of-Court Restructuring ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Florida-based quick-service restaurant (QSR) operator and franchisor Burger BossCo Intermediate Inc. to 'CCC+' from 'D'. At the same time, S&P assigned its 'B' issue-level rating and our '1' recovery rating to the company's priority first-out term loan facility and its 'CCC+' issue-level rating and its '3' recovery rating to the company's last-out term loan facility. The negative outlook reflects S&P's view that Burger BossCo faces significant execution risk in its efforts to improve performance, reduce leverage, and generate positive cash flow. The upgrade reflects Burger BossCo's reduced debt and cash interest burden and extended debt maturities. The restructuring transaction reduced reported debt by approximately $215 million and transferred ownership of the company from its previous financial sponsor to its senior lenders. The capital structure now consists of a $25 million priority first-out delayed draw term loan due 2027, of which $10 million has been drawn, and a $75 million last-out takeback term loan due 2028. Each of the term loans has a payment-in-kind (PIK) interest component, reducing the company's immediate cash interest burden. Liquidity consists of the company's cash balance, which was about $16 million at the end of the first quarter plus the remaining $15 million available under the delayed-draw term loan. The new capital structure lacks a revolving credit facility. S&P said, "We believe the company has sufficient liquidity to operate over the next 12 months and that the PIK interest components of its debt facilities will somewhat alleviate pressure on cash flow. However, we believe that the absence of a revolving credit facility remains a risk and the cushion to absorb unanticipated setbacks is limited." S&P said, "The 'CCC+' rating reflects our view that the company's capital structure is unsustainable because of Burger BossCo's performance challenges, elevated leverage, and thin liquidity. Our base case forecast projects S&P Global Ratings-adjusted leverage remaining above 7x over the next two years. Although we expect food and labor costs to moderate, we believe sales will remain challenged due to weak traffic trends. Our base-case forecast calls for modest margin expansion over the next 12 months. Despite our expectations for improved margins, we believe that while the PIK components of its debt facilities allow the company to preserve cash, we project interest coverage will remain weak. Furthermore, we expect modestly negative free operating cash flow (FOCF) on a reported basis this year and roughly break-even in 2024. Persistent negative cash flow would cause the company's liquidity position to deteriorate and possibly lead to a conventional default given the absence of a revolver. "The negative outlook on Burger BossCo reflects the possibility that we could lower the rating if Burger BossCo were unable to improve cash flow and interest coverage metrics leading to an increased likelihood of a payment default. "We could lower our rating on Burger BossCo if performance declines relative to our base case, causing liquidity to deteriorate, leading to a payment default scenario occurring over the next 12 months. "We could raise our rating on Burger BossCo if the company's operating performance improves substantially such that it generates meaningfully positive FOCF and reduces leverage." ESG factors have no material influence on S&P's credit rating analysis of Burger BossCo Intermediate Inc. The company is no longer owned by a private-equity sponsor. CALPINE CORP: Fitch Affirms 'B+' IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) of Calpine Corporation (Calpine) and Calpine Construction Finance Company L.P. (CCFC) at 'B+'. The Rating Outlook is Stable. Fitch has also affirmed Calpine's first-lien debt at 'BB+'/'RR1' and Calpine's senior unsecured notes at 'BB-'/'RR3'. Fitch has assigned 'BB+'/'RR1' ratings to CCFC's $1.25 billion term loan due 2030, which was issued on July 17, 2023, and priced at SOFR+225 basis points. Calpine used the net proceeds from the new financing to repay CCFC's $945 million outstanding term loan ahead of its January 2025 maturity with the additional proceeds to pay down $275 million of 2027 First-lien Term Loan. With the new issuance, Calpine has further extended its debt maturity profile. Calpine's ratings reflect its elevated leverage and the high business risk associated with owning a largely uncontracted power generation fleet. The ratings also consider the positive attributes of Calpine's asset profile, such as ownership of a predominantly natural gas-fired generation fleet that is needed for reliability as the penetration of intermittent renewable generation increases across the deregulated power markets in the U.S. Calpine's fleet also benefits from a relatively clean fuel profile, geographic diversity and the ability to generate consistent EBITDA in different natural gas price environments. The rating on CCFC's $1 billion term loan due 2025 has been withdrawn as the loan has been repaid. KEY RATING DRIVERS Relatively Stable EBITDA: Fitch expects Calpine's adjusted EBITDA to improve to $2.6 billion in 2023 with the benefit of commodity hedges that were placed in a higher natural gas price environment of 2021-2022. Ownership of a relatively younger and fuel-efficient gas-fired power generation fleet enables Calpine to not only benefit from a high natural gas price environment but also generate strong EBITDA when natural gas prices are lower through higher run times. Fitch expects Calpine's EBITDA to decrease in 2025 and 2026 given the agency's lower natural gas price assumptions, yet remain robust in a $2.3 billion-$2.4 billion range over 2025-2026. Another factor supporting Fitch's EBITDA outlook is the expectation of higher commodity margins at Calpine's California fleet due to the support it provides to balance the intermittency of solar and wind generation. Greater penetration of battery storage could pose a risk to these margins, but this is likely to manifest over a longer time period, in Fitch's view. Forward integration into the retail electricity business also adds stability to Calpine's cash flows. Credit Metrics In-Line with Ratings: Calpine's credit metrics deteriorated in 2022, with consolidated EBITDA leverage at 5.6x, versus 4.3x in 2021. This was primarily due to higher debt levels driven by higher cash collateral needs for its hedging transactions in last year's high and volatile gas price environment. Absent a further significant increase in gas prices and power prices, Fitch expects a substantial amount of collateral to be released and EBITDA leverage to decrease to around 4.5x in 2023 and be around 4.5x-5.0x in the medium term, in line with its 'B+' ratings. Fitch's key concern relates to light covenants in the credit agreements that pose minimal restrictions on use of asset sale proceeds. During 2022 and 2021, Calpine paid dividends of $564 million and $1.6 billion, respectively, using FCF and proceeds from asset sales. Fitch assumes Calpine will use most of its FCF for dividend payout over the forecast period, while at the same time maintain its net debt/EBITDA leverage target range from 4.0x-5.0x. Sizable Near-Term Growth Capex: Fitch expects Calpine to continue to generate strong pre-dividend FCF of around $1 billion on average annually, despite an increased growth capex over 2023-2024. Growth capex is driven by the investment in battery storage projects in California, including the Santa Ana III project that went in service this summer. NOVA I-V is currently under construction and, once operational, should add up to 680 MW of battery storage capacity. Those projects are expected to benefit from the California Public Utilities Commission's (CPUC) recently issued long-term procurement mandates to ensure adequate reliability reserve on the system. Texas Market Reforms: In January 2023, Public Utility Commission of Texas (PUCT) adopted a Performance Credit Mechanism (PCM) to financially compensate resources for their availability during ERCOT's tightest system condition. Several bills were passed in the 2023 Texas Legislation sessions. House Bill 1500 caps the net cost of PCM to consumers at $1 billion, creates minimum performance requirements for generators and requires Electric Reliability Council of Texas (ERCOT) to create a new service for dispatchable resources to provide flexibility to address intra-hour operational challenges. At the same time, Senate Bill 2627 would create a fund to provide up to $5 billion of low interest rate loans and completion bonuses to new dispatchable generation in Texas. The creation of the fund depends on the approval of a constitutional amendment by voters in November 2023. Fitch views any market reforms that incentivize dispatchable generation as potentially positive for Calpine. On the other hand, any move toward state solutions for back-up generation could distort market pricing and would be detrimental to incumbent generators. Fitch does not project any benefit from PCM to Calpine as the ultimate structure is not clear and potential implementation could take several years. Rating Linkages with CCFC: The IDRs of Calpine and its CCFC subsidiary are the same due to rating linkages. There is parent subsidiary linkage between Calpine and CCFC. CCFC sells a majority of its power plant output under a long-term tolling arrangement with Calpine's wholly owned marketing subsidiary. CCFC is also a party to a master operation and maintenance agreement and a master administrative services agreement with another wholly owned Calpine subsidiary. Fitch determines Calpine's standalone credit profile (SCP) based upon consolidated metrics. Fitch considers CCFC to have SCPs stronger than Calpine. As such, Fitch has followed the stronger subsidiary path. Legal ring fencing and access and control are evaluated as open, due to strong contractual, operational and management ties between Calpine and CCFC resulting in the consolidated 'B+' IDR at both CCFC and Calpine. Recovery Analysis: The individual security ratings at Calpine are notched above the IDR as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power generation assets that guarantee the parent debt using a net present value (NPV) analysis and its electricity retail business using a 4.0x EV/EBITDA multiple. A similar NPV analysis is used to value the generation assets that reside in non-guarantor subsidiaries, and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in California, ERCOT and the Northeast. For the NPV of generation assets used in Fitch's recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as well as Fitch's own gas price deck and other assumptions. The NPV analysis for Calpine's generation portfolio yields approximately $1,280/kW for the geothermal assets and an average of $550/kW for the natural gas generation assets. The valuation for the natural gas assets has increased from Fitch's prior assumption of $500/kW to reflect greater reliance on natural gas plants for reliability purposes. The recovery analysis assumes Calpine would be considered a going-concern in bankruptcy. Fitch has assumed a 10% administrative claim. Fitch also assumes a full draw of all of Calpine's credit facilities in the recovery analysis. The recovery analysis resulted in a Recovery Rating of 'RR1', implying outstanding recovery (in a range of 91%-100%), for the first lien debt and a Recovery Rating of 'RR3', implying good (51%-70%) recovery for the senior unsecured debt of Calpine in the event of default. The recovery analysis also results in a 'RR1' recovery for CCFC's secured debt. DERIVATION SUMMARY Calpine is unfavorably positioned compared with Vistra Corp. (BB/Stable) regarding size, asset composition and fuel diversity. Vistra is the largest independent power producer in the U.S., with approximately 37 gigawatts of generation capacity, compared with Calpine's 26 gigawatts. Vistra's generation capacity is well-diversified by fuel, compared with Calpine's natural gas-heavy portfolio. Vistra also benefits from its ownership of large and well-entrenched retail electricity businesses compared with Calpine, whose retail business is smaller. Fitch believes Calpine's biggest qualitative strength is its younger and predominantly natural gas-fired fleet, which bears less operational and environmental risk than coal-fired assets owned by Vistra and Talen (BB-/Stable). Calpine also has much larger asset scale than Talen. In addition, Calpine's fleet is more geographically diversified than Vistra's or Talen's, which are concentrated in Texas and PJM, respectively. Calpine's EBITDA leverage is higher than those of Vistra and Talen, which results in a lower rating. Calpine's 2023-2026 forecast leverage, measured as consolidated gross debt/EBITDA, is projected to be around 4.5x-5.0x. This is higher than Vistra's and Talen's, which is projected to be around 3.5x and 4.0x, respectively KEY ASSUMPTIONS - Natural gas prices to follow Fitch's assumptions: $3/mcf in 2023, $3.5/mcf in 2024, $3/mcf in 2025 and $2.75/mcf in 2026; - Growth capex of approximately $1.3 billion in 2023-2026; - O&M costs generally escalating at 0.5%-1.0% in 2023-2026; - Taxes assume net operating loss usage; - Dividend to sponsors of up to $3.3 billion in 2023-2026. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Consolidated gross debt/EBITDA below 4.0x on a sustainable basis and conservative capital-allocation policies. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Sale of core assets with an aim to maximize shareholder returns without commensurate debt reduction; - Weaker power demand or higher than expected power supply, depressing wholesale power prices in its core regions; - Unfavorable changes in regulatory construct and rules in its markets; - Total adjusted debt/EBITDA and FFO leverage above 6.0x on a sustained basis; - Any incremental leverage and/ or deterioration in NPV of the generation portfolio would lead to downward rating pressure on the unsecured debt. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch views Calpine's liquidity position as adequate. Calpine had approximately $230 million of cash and cash equivalents, excluding restricted cash, at the corporate level as of June 30, 2023, and $2.0 billion of availability under the corporate revolving facility. Calpine can also issue first-lien debt for collateral support. As of Dec. 31, 2022, a three-standard-deviation shift in collateral exposure based on commodity price changes would have resulted in higher collateral posted of approximately $1.3 billion, versus $528 million as of Dec. 31, 2021. In January 2022, Calpine amended its Corporate Revolving Facility to increase the capacity from approximately $2.15 billion to $2.5 billion. In connection with the amendment, the maturity was extended to Jan. 14, 2027 from Dec. 16, 2025 with additional options to extend. At June. 30, 2023, Calpine had $518 million in letters of credit outstanding, no borrowings outstanding and $2.0 billion in remaining available capacity. On March 29, 2023, Calpine amended the CDHI Credit Agreement upsizing the available capacity to approximately $1.2 billion from $700 million and extending the maturity date to March 2028. The facility can be used for general corporate purposes with a limit up to $400 million for construction loans that meet specified criteria. At June 30, 2023, the CDHI Credit Agreement was composed of $556 million in letters of credit outstanding, $314 million in borrowing outstanding and $288 million in remaining available capacity. On July 21, 2022, Calpine entered into a one-year Commodity-linked revolving credit facility with maturity on July 20, 2023. In July 2023, Calpine has extended the facility to July 19, 2024. The facility has an aggregate borrowing base limit of $1.5 billion, and is solely to be utilized to meet collateral posting requirements for eligible commodity hedge agreements. At June 30, 2023, the outstanding amount under the commodity-linked revolving credit facility decreased to $200 million, from $600 million at Dec. 31, 2022. Calpine also has several unsecured letter of credit facilities with two third-party financial institutions totaling approximately $280 million at June 30, 2023. In July 2023, Calpine increased the capacity on one of the facilities by $75 million, resulting in a total capacity of $355 million as of July 31, 2023. Calpine also has four secured bilateral letter of credit agreements for up to $525 million of capacity with varying tenors. On May 31, 2022, Geysers Power Company, LLC (GPC) amended the then existing seven-year $1.5 billion first lien senior secured term loan facility, upsizing the facility to $1.77 billion and extending the maturity to May 31, 2029. Additionally, the revolving letter of credit facility with an available capacity of $250 million was amended, extending the maturity date to May 31, 2029, and providing the ability to draw up to $50 million in loans for eligible battery projects, based on terms within the amended agreement. Proceeds from the amended GPC Term Loan can be utilized for general corporate purposes, including but not limited to the repayment of other Calpine debt and future renewable project development. In 2022 and 1H23, Calpine was in compliance with all of the covenants in their debt agreements. ISSUER PROFILE Calpine is an Independent Power Producer in the U.S. with a total generation capacity of 26,012 MW. Calpine owns and operates natural-gas-fired and geothermal power plants in North America and has a significant presence in the major nonregulated power markets in the U.S., such as Texas, California and the Northeast/Mid-Atlantic regions. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch removes the effects of MTM (mark-to-market) adjustments in its EBITDA calculation. Fitch removes major maintenance expense out of operating costs to capex. 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Calpine Corporation LT IDR B+ Affirmed B+ senior unsecured LT BB- Affirmed RR3 BB- senior secured LT BB+ Affirmed RR1 BB+ Calpine Construction Finance Company, L.P. LT IDR B+ Affirmed B+ senior secured LT WD Withdrawn BB+ senior secured LT BB+ New Rating RR1 CARNIVAL PLC: $823MM Bank Debt Trades at 18% Discount ----------------------------------------------------- Participations in a syndicated loan under which Carnival PLC is a borrower were trading in the secondary market around 82.1 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $823 million facility is a Term loan that is scheduled to mature on December 5, 2031. About $617.0 million of the loan is withdrawn and outstanding. Carnival PLC is a cruise operator based in Florida. CENTERPOINT PRODUCTIONS: Hires Eric A. Liepins as Counsel --------------------------------------------------------- Centerpoint Productions, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The firm will assist the Debtor in the orderly liquidating of assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The firm will be paid at these rates: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 to $50 per hour The retainer fee is $5,000. In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $3,500 plus filing fee. Eric A. Liepins, Esq., the sole shareholder of Eric A. Liepins, PC, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Centerpoint Productions, Inc. Centerpoint Productions, Inc. is a manufacturer of commercial cabinetry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31716-sgj11) on August 10, 2023. In the petition signed by David Horowitz, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Eric A. Liepins, Esq. represents the Debtor as legal counsel. CENTURION BLACKJETS: Case Summary & Three Unsecured Creditors ------------------------------------------------------------- Debtor: Centurion Blackjets LLC 1738 Nichols Canyon Road Los Angeles, CA 90046 Chapter 11 Petition Date: August 26, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-15516 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Stephen L. Burton, Esq. STEPHEN L. BURTON 16133 Ventura Boulevard, 7th Floor Encino, CA 91436 Tel: 818-501-5055 Email: steveburtonlaw@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher E Usude as managing member. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WZRRJ2I/Centurion_Blackjets_LLC__cacbke-23-15516__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WSDLYZQ/Centurion_Blackjets_LLC__cacbke-23-15516__0001.0.pdf?mcid=tGE4TAMA CLEARY PACKAGING: Unsecureds Owed $459K to Get 60% to 65% in Plan ----------------------------------------------------------------- Cantwell-Cleary Co., Inc., proposed a Second Restated Disclosure Statement pursuant to section 1125 of the Bankruptcy Code with respect to the Second Restated Plan of Reorganization for the Debtor, Cleary Packaging, LLC. The Plan will be funded from cash on hand, account receivables, revenues from operations, and from proceeds of Avoidance Actions/Causes of Action and from proceeds of the purchase of the Equity Interests in the Debtor. Under the Plan, Class 4 Allowed Unsecured Claim of Robert Smith, Jr. totals $0.00. The Class 4 Claim of Robert Smith, Jr. arises out of a mass tort/personal injury claim against the Debtor and its insurer, Erie Insurance, in the case captioned Robert Smith, Jr. v. Cleary Packaging, LLC et al., Case No. C- 04-CV-21-000068 (Calvert County, MD). The Holder of the Class 4 Claim shall be entitled to pursue his Claim(s) as to any insurance proceeds that may be available through the Debtor's insurer, Erie Insurance, leaving no residual Claim against the Debtor. For the avoidance of doubt, the Class 4 Claim is limited to recovery, if any, against the Debtor's Erie Insurance policy, and the Holder of the Class 4 Claim shall have no monetary claim against the Debtor or its bankruptcy estate. Class 4 is unimpaired. Class 5 Allowed General Unsecured Claims total $459,427. This Class 5 Claim is comprised of the following alleged and/or asserted Claims: (i) the scheduled Claim of Linda Barstow in the amount of approximately $75,000; (ii) the filed Claim of Marcus Bonsib, LLC in the amount of $205,378; (iii) the Unsecured Claim of Axxis in the amount of $88.69; (iv) the Unsecured Claim of Berran Industrial Group in the amount of $452.05; (v) the Unsecured Claim of Better Packages, Inc. in the amount of $99.25; (vi) the Unsecured Claim of DuBose Strapping Inc. in the amount of approximately $1,183.43; (vii) the Unsecured Claim of Encore Packaging in the amount of $70.75; (viii) the Unsecured Claim of Essedant in the amount of $1,383.01; (ix) the Unsecured Claim of Inflatable Packaging, Inc. in the amount of $161.04; (x) the Unsecured Claim of Intertape Polymer Group in the amount of $434.02; (xi) the Unsecured Claim of Lindenmeyr Munroe in the amount of $2,500.00; (xii) the Unsecured Claim of Penske Baltimore South in the amount of $47.73; (xiii) the Unsecured Claim of Rescue One Training for Life, Inc. in the amount of $910.00; (xiv) the Unsecured Claim of RJ Schinner Company in the amount of $167.28l; (xv) the Unsecured Claim of Shurtape in the amount of $4,073.09; (xvi) the Unsecured Claim of Waterlogic Americas, LLC in the amount of $258.92; and (xvii) the alleged Unsecured Claim of Vincent D. Cleary, Jr. in the amount of $176,437.90. In the event the Lease of the Debtor's commercial space is rejected, the lessor could assert a rejection damage claim in an amount estimated by the Debtor to be $242,132. The rejection damage claim, if and to the extent asserted, will constitute a Class 5 Claim. Notwithstanding a rejection of the lease, should it happen, Holders of Allowed Class 5 Claims shall receive a minimum distribution of 50% of their Allowed Class 5 Claims before any distribution is made to the Holder of the Class 6 Claim. Once Holders of Allowed Class 5 Claims receive 50% of their Allowed Class 5 Claims, distributions to Allowed General Unsecured Claims shall then be allocated to Holders of Allowed Class 5 Claims on a pro-rata basis, pari passu with distributions to Holders of Allowed Class 6 Claims. The Plan Proponent anticipates that, in total, Holders of Allowed Class 5 Claims will receive between 60% and 65% of their Allowed Class 5 Claims. Distributions to Holders of Class 5 Claims shall be made semiannually, beginning in November and May of each year during the term of this 60-month Plan, beginning on November 15, 2023. Class 5 is impaired. Class 6 Allowed Unsecured Judgment Claim total $4,819,124. The Plan Proponent does not believe separate classification of the Unsecured Judgment Claim is proper under applicable bankruptcy law. However, on or about July 28, 2023, the Bankruptcy Court, in a Preliminary Order Addressing Issues Concerning Plan of Reorganization, held that [at the time the Court rendered its decision] the Debtor had "articulated sufficient justifications for providing a separate class for the [Judgment] claim." Insofar as the Bankruptcy Court found, preliminarily, that separate classification of the Judgment is potentially proper vis-a-vis the Debtor, it would necessarily be proper under this competing Plan. Accordingly, and without prejudice to the rights of the Plan Proponent to argue at the Disclosure Statement Hearing, Confirmation and/or, to the extent necessary, on appeal, the Judgment of Cantwell-Cleary is separately classified in Class 6 in the Allowed Amount of $4,819,124. The Holder of the Allowed Class 6 Claim will receive distributions pari passu with Holders of Class 5 Claims once Holders of Class 5 Claims receive a minimum distribution of 50% of their Allowed Class 5. Once Holders of Allowed Class 5 Claims receive 50% of their Allowed Class 5 Claims, distributions to Holders of Class 5 and Class 6 Claims shall receive pro-rata distributions. Distributions to the Holder of this Class 6 Claim shall be made semi- annually, beginning in November and May of each year during the term of this 60-month Plan, beginning on November 15, 2023. The Plan Proponent anticipates that the Holder of Class 6 Claim will receive between 20% and 25% of its Allowed Claim during the term of this Plan. Class 6 is impaired. The Bankruptcy Court will hold a hearing on confirmation of the Plan beginning on September 26, 2023, at the hour of 10:00 a.m. EST, and continuing, if necessary, on September 28, 2023 at 10:00 a.m. in Courtroom 9C of the United States Bankruptcy Court, 101 W. Lombard Street, Baltimore, Maryland 21201. Counsel to Cantwell-Cleary Co., Inc.: Steven L. Goldberg, Esq. MCNAMEE HOSEA, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: 301-441-2420 A copy of the Disclosure Statement dated August 16, 2023, is available at https://tinyurl.ph/REuok from PacerMonitor.com. About Cleary Packaging Cleary Packaging, LLC, is a wholesale distributor of packaging and janitorial supplies. The company sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10765) on Feb. 7, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Yumkas, Vidmar, Sweeney & Mulrenin as its legal counsel and George S. Magas CPA, PC as its accountant. Scott W. Miller has been appointed as Subchapter V Trustee for the Debtor. CORNERSTONE CHEMICAL: S&P Lowers ICR to 'CC' on Likely Default -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Cornerstone Chemical Co. to 'CC' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's senior secured notes to 'CC' from 'CCC'. The '4' recovery rating is unchanged, indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. The negative outlook reflects S&P's expectation that a default or restructuring is inevitable. S&P believes Cornerstone, a producer of intermediate chemicals including acrylonitrile, melamine, and sulfuric acid, will likely miss an interest payment, file for bankruptcy, or complete a restructuring that it would view as distressed within the next several months. S&P said, "The downgrade reflects our view that a default is a virtual certainty. Cornerstone has a roughly $20 million biannual cash interest payment that is due Sept. 1, 2023. Most of this consists of cash interest accruing at 8.25% on its $447 million of senior secured notes due Sept. 1, 2027. We believe that because of its weak operating performance, Cornerstone will be unable or unwilling to make its next interest payment unless it receives a capital infusion from financial sponsor Littlejohn & Co. LLC or another external party. Weak demand, industrywide inventory destocking, and unfavorable pricing conditions brought about by increasing competition (because global markets have been weak), have beset the company's performance during 2023. A meaningful turnaround in earnings is unlikely in the latter part of the year, and we now see the company's full-year profitability as weaker than anticipated. Even with an external capital infusion, we still believe its capital structure is unsustainable. We estimate Cornerstone's adjusted debt to EBITDA ratio exceeded 20x as of March 31, 2023, as trailing-12-months profitability was burdened by inadequate performance in the June 2022 and March 2023 quarters. In our view, Cornerstone is likely to miss its subsequent interest payment, file for bankruptcy, or complete a distressed debt exchange or restructuring. We would not be surprised if the company engages in negotiations with its financial sponsor and lenders regarding the capital structure. Furthermore, its bonds trade at a steep discount to par, increasing the likelihood of a distressed debt exchange or a transaction we would likely view as a default. Operational execution is unlikely to offset the negative effects of global macroeconomic weakness. Cornerstone has taken cost-cutting actions and reduced inventory. It may also file petitions for anti-dumping duties to mitigate the weak domestic pricing environment. Foreign producers have increasingly exported acrylonitrile and melamine to the U.S. as conditions in Europe and Asia remain tough. However, we believe these actions are unlikely to be enough to meaningfully improve Cornerstone's profitability to satisfactorily service its fixed charges. S&P said, "The negative outlook reflects our view that a default or restructuring of the senior secured notes is a virtual certainty. We expect Cornerstone will miss an interest payment, file for bankruptcy, or complete a distressed debt exchange, restructuring, or similar transaction that we would view as a default or selective default. The company is highly leveraged and, in our view, likely to default without an unforeseen positive development. It has semiannual interest payments of roughly $20 million due in September 2023 and February 2024 amid weak pricing and competitive pressures on its products. First-quarter profitability was very low, and we anticipate its second-quarter performance was weak as well. The reduction in raw material costs, 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 our ratings on Cornerstone if the company misses an interest payment, files for bankruptcy, or completes a distressed debt exchange. 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, we would lower our issuer credit rating to either 'SD' or 'D' and the issue-level ratings commensurately. "We could consider a positive rating action if we no longer expect the company to default on its debt obligations." COX INDUSTRIAL: Seeks to Hire Root Tax as Accountant ---------------------------------------------------- Cox Industrial Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Root Tax as accountant. The firm will provide general accounting, bookkeeping and administrative services. The firm will be paid: Bookkeeper $125 per hour Staff Accountant $175 per hour Accountant $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Josh Maguinness, a partner at Root Tax, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Josh Maguinness Root Tax 114 N Indian Blvd Suite F Claremont, CA 91711 Tel: (951) 751-5050 About Cox Industrial Services, LLC Cox Industrial Services, LLC operates an agricultural engineering and fabrication business focusing on industrial refrigeration. It is based in Yuma, Ariz. Cox Industrial Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02866) on May 2, 2023, with $5,793,413 in assets and $4,238,957 in liabilities. Randy Cox, owner, signed the petition. Judge Scott H. Gan oversees the case. Thomas H. Allen, Esq., at Allen, Jones & Giles, PLC, represents the Debtor as legal counsel. CPC ACQUISITION: $225MM Bank Debt Trades at 51% Discount -------------------------------------------------------- Participations in a syndicated loan under which Cpc Acquisition Corp is a borrower were trading in the secondary market around 49.3 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $225 million facility is a Term loan that is scheduled to mature on December 29, 2028. The amount is fully drawn and outstanding. CPC Acquisition Corp is in the chemicals industry. CRYPTO CO: Incurs $783K Net Loss in Second Quarter -------------------------------------------------- The Crypto Company filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $782,584 on $106,610 of services revenue for the three months ended June 30, 2023, compared to a net loss of $1.91 million on $151,869 of services revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $3.57 million on $255,202 of services revenue compared to a net loss of $4.40 million on $294,381 of services revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $1.33 million in total assets, $5.14 million in total liabilities, and a total stockholders' deficit of $3.81 million. Crypto Co said, "The Company has incurred significant losses and experienced negative cash flows since inception. As of June 30, 2023, the Company had cash of $17,682. In addition, the Company's net loss was $3,567,677 for the six months ended June 30, 2023 and the Company's had a working capital deficit of $4,960,998. As of June 30, 2023, the accumulated deficit amounted to $43,099,113. As a result of the Company's history of losses and financial condition, there is substantial doubt about the ability of the Company 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 or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is evaluating different strategies to obtain financing to fund the Company's expenses and achieve a level of revenue adequate to support the Company's current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. There can be no assurance that any of these future-funding efforts will be successful," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1688126/000149315223029509/form10-q.htm About Crypto Company Malibu, Calif.-based The Crypto Company -- www.thecryptocompany.com -- is engaged in the business of providing consulting services and education for distributed ledger technologies, for the building of technological infrastructure, and enterprise blockchain technology solutions. Crypto Company reported a net loss of $5.66 million in 2022, a net loss of $785,630 in 2021, and a net loss of $2.82 million in 2020. As of March 31, 2023, the Company had $1.38 million in total assets, $5.02 million in total liabilities, and a total stockholders' deficit of $3.64 million. Lakewood, CO-based BF Borgers CPA PC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has suffered recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. CSR WORLDWIDE OK: Taps Crowe & Dunlevy as Substitute Counsel ------------------------------------------------------------ CSR Worldwide OK, Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to employ Crowe & Dunlevy, P.C. to substitute for Brown Law Firm, P.C. The hourly rates for Crowe & Dunlevy professionals are: Mark A. Craige $570 Alexander Sokolosky $325 As disclosed in court filings, Crowe & Dunlevy is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark A. Craige, Esq. Alexander Sokolosky, Esq. Crowe & Dunlevy, P.C., A Professional Corporation 222 North Detroit Ave., Suite 600 Tulsa, OK 74120 Phone: (918) 592-9800 Fax: (918) 592-9801 Email: mark.craige@crowedunlevy.com Email: alexander.sokolosky@crowedunlevy.com About CSR Worldwide OK CSR Worldwide OK, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Okla. Case No. 23-80391) on June 6, 2023, with $7,099,094 in assets and $7,130,915 in liabilities. Stephen Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C., has been appointed as Subchapter V trustee. Judge Paul R. Thomas oversees the case. The Debtor tapped Crowe & Dunlevy, P.C., A Professional Corporation and Hinkle Law Firm, LLC as bankruptcy counsels; and D. R. Payne & Associates, Inc. as restructuring advisor. CSR-OK REAL ESTATE: Taps Crowe & Dunlevy as Substitute Counsel -------------------------------------------------------------- CSR-OK Real Estate Holding Company, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Oklahoma to hire Crowe & Dunlevy, P.C. to substitute for Brown Law Firm, P.C. The hourly rates for Crowe & Dunlevy professionals are: Mark A. Craige $570 Alexander Sokolosky $325 As disclosed in court filings, Crowe & Dunlevy is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark A. Craige, Esq. Alexander Sokolosky, Esq. Crowe & Dunlevy, P.C., A Professional Corporation 222 North Detroit Ave., Suite 600 Tulsa, OK 74120 Phone: (918) 592-9800 Fax: (918) 592-9801 Email: mark.craige@crowedunlevy.com Email: alexander.sokolosky@crowedunlevy.com About CSR-OK Real Estate CSR-OK Real Estate Holding Company, LLC owns real estate located at 473617 E 610 Rd Watts, Okla., valued at $3.7 million. CSR-OK Real Estate filed its voluntary Chapter 11 petition (Bankr. E.D. Okla. Case No. 23-80390) on June 6, 2023, with $9,517,036 in assets and $12,767,298 in liabilities. Stephen Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, P.C., has been appointed as Subchapter V trustee. Judge Paul R. Thomas oversees the case. Crowe & Dunlevy, P.C. and Hinkle Law Firm, LLC serve as the Debtor's legal counsels. DCG ACQUISITION: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------------- S&P Global Ratings revised the outlook on DCG Acquisition Corp. to negative from stable. S&P affirmed the 'B-' issuer credit rating. S&P also affirmed the 'B-' issue-level rating and '3' (rounded estimate: 55%) recovery rating on the company's first-lien secured term loan. At the same time, S&P affirmed the 'CCC' issue-level rating and '6' (rounded estimate: 0%) recovery rating on the company's second-lien secured term loan. S&P said, "The negative outlook on Dubois reflects our view that leverage will remain above our previous expectations, and there is now less cushion than before at the current rating, making the company more vulnerable to potential continuing weakness in demand. "The outlook revision follows below-average operating results in the fourth quarter of 2022 and first quarter of 2023 and our expectations for elevated leverage in 2023. High raw material costs and customer destocking continue to affect the company. We now anticipate leverage will remain elevated for the rating over the next year. Specifically, we project S&P Global Ratings'-adjusted debt to EBITDA of 7.5x-8.5x over the next 12 months. DuBois was able to offset the headwinds from inflation and elevated raw material costs via price increases and cost-saving initiatives across its portfolio. However, we expect continuing supply chain issues and softer demand in its oil and gas and vehicle washing end markets to hamper its profitability and margins throughout the year. "Despite weaker-than-expected earnings, we anticipate Dubois will generate positive free cash flow this year. Dubois has been able to generate positive free cash flow during the first half of 2023 by liquidating excess inventory and improving working capital. Moreover, the company was able to pay down about $28 million on its $90 million revolving credit facility in the first quarter of 2023. We expect overall demand for the back half of 2023 to remain somewhat resilient as raw material availability continues to normalize and costs begin to come back down. Even though we anticipate demand will begin recovering and costs will moderate, we still expect 2023 credit metrics to remain soft. "We continue to assess DuBois' business risk as weak. The company derives almost all its revenue and earnings from North America and maintains small market shares in its end markets. Furthermore, in certain markets it competes with larger, financially stronger companies that may view those spaces as less attractive in terms of profitability, entry barriers, or market size. These companies could provide significant competition in the longer term if DuBois' niche markets become more attractive. The company's strong customer diversity partially offset these risk factors. We view DuBois' EBITDA margins as average relative to those of its specialty chemicals direct peers and supported by its track record of achieving its targeted synergies from tuck in acquisitions. "Over the past few years, the company has grown its share in the niche middle-market space via small tuck-in acquisitions and cross selling to its customer base. We believe DuBois will continue focusing on growth through tuck-in acquisitions, innovation, and new product introductions. "The negative outlook on Dubois reflects our expectation that its credit metrics will remain weak over the next 12 months. The company should continue to experience somewhat steady demand in the rest of 2023, with slight improvement expected in 2024 as the global economy recovers in key end markets, supporting improved credit metrics and liquidity. In our base case, we expect modest organic revenue growth in 2023 bolstered by moderate M&A activity and slightly better economic conditions. We expect margins will remain relatively weak for the rest of the year, but we expect modest improvement in 2024 as the company begins to benefit from synergies achieved from acquisitions, price increases, and cost savings. We expect the company to remain highly leveraged, with weighted-average debt to EBITDA in the 7.5x-8.5x range. We do not anticipate significant refinancing risk as the company's nearest maturity is in 2026. "We could lower the rating over the next 12 months if DuBois experiences weaker-than-expected recovery in its end-markets due to continued demand weakness, high raw material prices, and destocking, resulting in higher total pro forma leverage such that debt to EBITDA approaches the double-digit area on a sustained basis. We could also consider a downgrade if we believe liquidity sources over uses materially weakens to less than 1.2x or, against our current expectations, if the company completes a large debt-funded acquisition or dividend recapitalization. "We could revise the outlook to stable within the next 12 months if the company's operating performance is stronger than we expect, such that pro forma debt leverage remains below 7.5x on a sustained basis by improving EBITDA margins 200 basis points beyond our expectations. This could happen if we see a stronger-than-expected macroeconomic recovery and DuBois grows through a mix of more profitable end markets and demand growth of higher-margin products from acquisitions. We would also need clarity that the company's financial policies would support credit measures at these levels, after factoring in its growth initiatives." DuBois provides consumable value-added specialty chemical solutions and services for the manufacturing, industrial processing, food processing, cleaning and sanitizing, water treatment, consumer car wash, and fleet transportation markets. -- Low-single-digit percent organic revenue growth in 2023 supplemented with bolt-on acquisitions; -- S&P Global Ratings'-adjusted EBITDA margin in the mid- to high-teens percent range due to a combination of increased raw material costs and supply chain issues; -- U.S. GDP expands by 1.7% in 2023 and 1.3% in 2024; -- U.S. light-vehicle sales of 14.7 million units in 2023, rising to 15.7 million units in 2024; -- Capital spending of $12 million-$17 million annually; and -- The company continues to pursue tuck-in acquisitions, although S&P does not factor in any transformational acquisitions in its forecast. S&P said, "We assess DuBois' liquidity as adequate. We believe the company's sources of liquidity will be more than 1.2x uses over the next 12 months. We also project its net liquidity sources will remain positive even if its EBITDA drops 15%." Principal liquidity sources -- Moderate cash balance; -- Full availability under the revolver; and -- FFO of $40 million-$60 million annually. Principal liquidity uses -- $7 million in debt amortization annually; -- Modest working capital outflows; and -- $12 million-$17 million in capital spending annually. S&P said, "The company has a springing maximum first-lien net leverage ratio of 7.75x, which is triggered when it draws on more than 35% of the revolver's commitment If the company drew on more than 35% of the revolver, we believe it would maintain a sufficient cushion under the covenant. We believe DCG will remain in compliance with its covenants over the next 12 months. "Environmental factors have no material influence on our rating analysis on DuBois, which produces mainly specialty chemicals. Although, the chemical sector in general faces scrutiny from regulators and consumers, we believe that the lower asset intensity of DuBois' specialty chemical production, relative to most commodity chemical production, contributes in many instances to a relatively lower potential for environmental issues including waste and pollution. Social factors have a neutral impact on our rating analysis and remain on par with the broader industry. We view financial sponsor-owned companies with aggressive or highly leveraged financial risk profiles as demonstrating corporate decision-making that prioritizes the interests of their controlling owners, which typically have finite holding periods and focus on maximizing shareholder returns." -- S&P's rating on the company's senior secured first-lien credit facilities is 'B-' and our recovery rating is '3', indicating its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. -- S&P's rating on the company's second-lien term loan is 'CCC' and its recovery rating is '6', indicating its expectation for negligible (0%-10%; rounded estimate: 0%) recovery. -- S&P has valued DuBois on a going-concern basis using a 5.5x multiple of projected emergence EBITDA, which is in line with the multiples it uses for other specialty chemical companies, such as Innovative Chemical Products Group. -- S&P estimate $100 million of emergence-level EBITDA, assuming DuBois would recoup some of the lost revenue and regain profitability during the bankruptcy process. -- S&P's simulated default scenario contemplates a default occurring in 2025 in the wake of a severe and protracted economic recession, resulting in significantly depressed levels of industrial manufacturing spending and a downturn in the industrial manufacturing industry. Additionally, if bigger, more capitalized peers take customers from DuBois, it could significantly hurt the company's operating performance. -- Simulated year of default: 2025 -- EBITDA at emergence: $100 million -- EBITDA multiple: 5.5x -- Net enterprise value (after 5% administrative costs): $522 million -- Collateral value available to first-lien creditors: $522 million -- Estimated first-lien secured term loan claims: $889 million -- Recovery expectations for first-lien secured credit facilities: 50%-70% (rounded estimate: 55%) -- Total value available to second-lien claims: $0 -- Estimated second-lien secured term loan claims: $153 million -- Recovery expectations for second-lien secured credit facilities: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. DGS REALTY: Wins Cash Collateral Access Thru Oct 31 --------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized DGS Realty, LLC to use the cash collateral of PHH Mortgage Services, acting as servicer for U.S. Bank National Trust Association, as Trustee for Lehman Brothers Small Balance Commercial Mortgage Pass Through Certificates, Series 2006-3. The Court said PHH Mortgage is allowed a post-petition replacement lien in all property in which PHH Mortgage held a validly perfected lien and not avoidable lien and security interest as of the Petition Date, in addition to any lien held by PHH Mortgage on rents and other proceeds that is extended by operation of law pursuant to 11 U.S.C. Section 522(b). The Replacement Liens will maintain the same priority, validity and enforceability as such pre-petition liens on the cash collateral, but will be recognized only to the extent of any diminution in the value of the property securing PHH Mortgage's claim resulting from the use of cash collateral pursuant to the Order. The Debtor will pay PHH Mortgage a monthly payment of $6,750, plus real estate tax escrow in the amount of $3,066, each month, pending further Court order. The Debtor will pay the U.S. Small Business Administration a monthly payment of $376, pending further Court order. Absent the Court's entry of a further order extending authorization, the Debtor's access to use cash collateral will terminate upon the earliest of: a. the last day of the Use Period; b. the earliest date on which a final hearing on cash collateral requirements can be held under the notice and service requirements of Bankruptcy Rules 4001(b) and (d) and 7004(h); c. appointment of a Trustee pursuant to Bankruptcy Code Section 1104; d. conversion of the Debtor's case to one under Chapter 7 of the Bankruptcy Code; e. dismissal of the Debtor's case; or f. entry of an order granting a Motion for Relief from Automatic Stay with respect to any property that is PHH Mortgage's collateral. A hearing on the Debtor's further use of cash collateral is scheduled for October 18 at 11 a.m. A full-text copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=y1ujlU from PacerMonitor.com. The Debtor projects $99,746 in total income and $10,192 in total expenses for September 2023 and $99,936 in total income and $10,442 in total expenses for October 2023. About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on January 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DIGITAL MEDIA: S&P Lowers ICR to 'SD' on Credit Amendment Terms --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. to 'SD' (selective default) from 'CCC+'. At the same time, S&P lowered its issue-level ratings on its senior secured revolver and term loan to 'D' from 'CCC+'. The downgrade reflects S&P's expectation that Digital Media Solutions Inc. is highly likely to exercise its option to convert its next four quarterly interest payments to payment-in-kind from cash. DMS entered into a credit amendment on Aug. 16, 2023, which among other things modified the company's credit facility to allow the payment-in-kind of its interest for its next four quarterly payments; eliminated its total net leverage covenant for the remainder of 2023, with a resetting of the covenant to 15.6x beginning the first quarter of 2024; and established a minimum liquidity covenant. S&P said, "We highly expect the company will exercise the options to convert its remaining 2023 interest payments to payment-in-kind from cash and we expect it will also exercise the payment-in-kind options for the first two quarters of 2024 to conserve liquidity. We view this as a distressed exchanged and tantamount to default under our criteria because the timing of cash payments will slow, which we view as investors receiving less value than originally promised. The spread on the company's floating-rate revolver and term loan will increase to 11% from 4.25% and 5%, respectively, when interest is payment-in-kind, then decrease to 8% when its cash interest, with a step-down to 6% based on certain terms and conditions being met. However, given the company's debt is trading at a discount to par of about 25%, and yielding around 20%, we do not view the increased interest as adequate offsetting compensation for the delayed payment and amended credit facility terms." S&P said, "We expect to review our issuer credit rating on the company in the coming days. While the credit agreement provides DMS with near-term covenant relief and an ability to conserve cash, we expect DMS' performance will remain challenged through the rest of 2023 and into 2024 due to weak macroeconomic conditions driving significant lower ad spending on its platform and sales through its independent insurance agents. We will update our issuer credit rating on the company and our issue-level ratings on the affected debt to an appropriate level after we have further reviewed the capital structure and cash flow prospects for the company following its recent credit amendment. We expect to raise the rating back into the 'CCC' category." DLOUX PROPERTIES: Unsecureds Owed $12K to be Paid in Full --------------------------------------------------------- Dloux Properties, LLC, submitted a Chapter 11 Plan and a Disclosure Statement. All administrative claims, priority claims, and unsecured claims will be paid in full. The secured claim will be paid from the remaining proceeds. Equity holders will not receive any monies unless there are excess monies after payment of all creditors. The Debtor owns 74.5 acres of land with improvements of 10,000 square foot event center under the roof. The improvement, a two-story Spanish Colonial Style Villa compound overseeing the Valley of Salt Branch Loop, located at 4079 Salt Branch Road, outside of Fredericksburg, Texas. Mark Connolly of Kuper Sothebys Realty is listing the property at $2,186,000. This is a realistic price and is supported by the current market. As to Class 3 Unsecured Creditors, there are only two unsecured creditors: Cavett, Turner & Wyble, LLP ($2,050) and Keller Enterprises ($9,999). Dr. Iribarren has agreed to subordinate his secured claim to ensure that priority, administrative and unsecured creditors claim are paid in full. Payments and distributions under the Plan will be funded from the proceeds of the sale of the 74.5 acres. Attorney for the Debtor: Dean W. Greer, Esq. WEST & WEST ATTORNEYS AT LAW, P.C. 2929 Mossrock, Suite 204 San Antonio, TX 78230 Telephone: (210) 342-7100 Facsimile: (210) 342-3633 E-mail: dean@dwgreerlaw.com A copy of the Disclosure Statement dated August 16, 2023, is available at https://tinyurl.ph/hXqAZ from PacerMonitor.com. About Dloux Properties Dloux Properties, LLC, is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the fee simple owner of an improved property located at 4079 Salt Branch Loop, Gillespie County, valued at $1.75 million. Dloux Properties filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-50568) on May 8, 2023, listing $1,750,000 in assets and $1,275,555 in liabilities. Juan Iribarren as managing member, signed the petition. West & West Attorneys at Law, P.C. serves as the Debtor's legal counsel. EL PESCADOR: Seeks to Extend Time to File Plan to October 31 ------------------------------------------------------------ El Pescador, Inc. asks the U.S. Bankruptcy Court for the Central District of California to extend its time to file a disclosure statement and plan of reorganization from July 28, 2023 to October 31, 2023. The Debtor stated that the biggest issue it is facing are the various proofs of claims filed by various federal and state tax agencies, most of which assert priority, unsecured status, for which the Debtor would have to formulate a plan and disclosure statement that would pay off these claims in full within 5 years. The Debtor explained that now that it has retrieved its books and records from its prior business/tax attorney, it is in the process of reviewing all of that information, including prior tax returns, it did not previously have for the purpose of drafting a plan and disclosure statement. El Pescador, Inc. is represented by: Lazaro E. Fernandez, Esq. LAW OFFICE OF LAZARO E. FERNANDEZ, INC. 3600 Lime Street, Suite 326 Riverside, CA 92501 Tel: (951) 684-4474 Email: lef17@pacbell.net About El Pescador El Pescador, Inc. conducts business under the name El Lugar del Mariachi, LLC. The company is based in Carson, Calif. El Pescador filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11293) on March 7, 2023, with $1 million to $10 million in both assets and liabilities. Vicente Ortiz, president of El Pescador, signed the petition. Judge Ernest M. Robles presides over the case. Lazaro E. Fernandez, Esq., at the Law Office of Lazaro E. Fernandez, Inc. represents the Debtor as counsel. EMPLOYBRIDGE: $925MM Bank Debt Trades at 16% Discount ----------------------------------------------------- Participations in a syndicated loan under which Employbridge LLC is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $925 million facility is a Term loan that is scheduled to mature on July 19, 2028. The amount is fully drawn and outstanding. Employbridge, LLC operates as an industrial staffing company. The Company offers temporary associates in manufacturing, logistics, warehousing, and contact centers. ENDO INT'L: Exclusivity Period Extended to October 10 ----------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive periods during which only Endo International plc and certain of its subsidiaries may file a chapter 11 plan and solicit acceptances thereof to October 10, 2023 and December 9, 2023, respectively. About Endo International Endo International plc is a generics and branded pharmaceutical company. It develops, manufactures, and sells branded and generic products to customers in a wide range of medical fields, including endocrinology, orthopedics, urology, oncology, neurology, and other specialty areas. On the Web: http://www.endo.com/ On Aug. 16, 2022, Endo International and certain of its subsidiaries initiated voluntary prearranged Chapter 11 proceedings (Bankr. S.D.N.Y. Lead Case No. 22-22549). The cases are pending before Judge James L. Garrity, Jr. The Debtors tapped Skadden, Arps, Slate, Meagher & Flom, LLP as legal counsel; PJT Partners, LP as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Kroll Restructuring Administration, LLC is the claims agent and administrative advisor. A Web site dedicated to the restructuring is at http://www.endotomorrow.com/ Roger Frankel, the legal representative for future claimants in the Chapter 11 cases, tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels, and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on Sept. 2, 2022. The committee tapped Kramer Levin Naftalis & Frankel as legal counsel; Lazard Freres & Co. LLC as investment banker; and Dundon Advisers, LLC and Berkeley Research Group, LLC as financial advisors. Meanwhile, the official committee representing the Debtors' opioid claimants tapped Cooley, LLP as bankruptcy counsel; Akin Gump Strauss Hauer & Feld, LLP as special counsel; Province, LLC as financial advisor; and Jefferies, LLC, as investment banker. David M. Klauder, Esq., the court-appointed fee examiner, is represented by Bielli & Klauder, LLC. EVERGREEN SITE: Claims Will Be Paid from Plan Proceeds ------------------------------------------------------ Evergreen Site Holdings, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Ohio a First Amended Subchapter V Plan dated August 21, 2023. The Debtor is the owner of 2 separate parcels of real estate located at 15111 and 15103 State Route 664 South, Logan, Ohio 43138 (collectively the "Properties"). The Debtor has been the owner of the Properties since August 7, 2019 when it acquired, for value, the Properties pursuant to a purchase and sale agreement from M&T Property Investments, Ltd. The Properties have existed as two separate parcels, and each parcel was deeded separately to the Debtor. The real estate closing was handled by Rock House Title Company, and the Debtor's title insurance was underwritten and issued by Old Republic Title. Since Debtor acquired the Properties, Martin and Gemmell have asserted that they hold judgment liens which attach to the Properties. However, this is a legal impossibility. Martin and Gemmell assert their judgment liens attached to the Properties in 2018, prior to Debtor's acquisition of the Properties, based on a Judgment Entry (the "2018 Judgment") entered in the case styled Gemmell v Anthony, Hocking County Common Pleas Court Case No.13CV0046 (the "State Court Action"). Undisputed general unsecured creditors claim total $10,411.30. Class UN-G consists of any other unsecured claim against the Debtor that does not fall within any of the Classes listed herein, to the extent Allowed. The ultimately Allowed unsecured pool is estimated by the Debtor to be $10,411.30 based upon Proofs of Claim filed herein and the debts listed as non-contingent, liquidated and undisputed on Schedule F of the Petition. Debtor reserves the right to object to any claims, and intends to negotiate amicable resolution in the event of any disputes, if possible. The Class UN-G Claims shall be Allowed in the amount determined by the Court and shall be paid by Reorganized Debtor on a pro rata basis from the Plan Proceeds, with disbursements to be made no less than quarterly, after all Allowed Priority Claims, Allowed Class SE-1 Claims, and Allowed JL-1 Claims are paid pursuant to the terms of the Plan, and after resolution of all Disputed Claims. Any Claim falling within Class UN-G is impaired. Class EC consists of any Equity Interest in the Debtor. Jack Beatley is the sole owner of the Debtor. Mr. Beatley will retain his interest in the Debtor. The Plan proposes to pay the creditors either (1) from the ongoing earnings of the Debtor, in the event that the certain disputed judgment lien claims (Class JL-11 ) (the "Disputed Judgment Liens") are not determined to be Allowed Claims (in which case distribution to the general unsecured creditors is estimated to be at 100% over the life of the plan not to exceed 5 year), or (2) from either a liquidation of assets or refinance of secured debt (including the Disputed Judgment Liens) in the event that the Disputed Judgment Liens are determined to be Allowed Claims (in which case distribution to general unsecured creditors is estimated to be at 100% within 6 months after the Disputed Judgment Liens are determined to be Allowed Claims. The Plan proposes to delay entry of discharge until the later of: (1) disallowance of the Disputed Judgment Liens or (2) 6 months after the Disputed Judgment Liens are determined to be Allowed Claims. In the event the Disputed Judgment Liens are disallowed, the Plan will be funded by payments to be made by the Debtor as set forth herein and, in the Projections (the "Projections"). Alternatively, in the event that the Disputed Judgment Liens are finally determined to be Allowed Claims, the Plan will be funded by payment from either the liquidation of the Debtor's property or from financing to be obtained by the Debtor, to be secured by the Debtor's assets (the "Proceeds"). The payments (whether from the Projections over time or from the Proceeds), along with any other amounts recovered or paid into the Plan as set forth more fully herein, may be referred to herein collectively as the "Plan Proceeds." A full-text copy of the First Amended Plan dated August 21, 2023 is available at https://urlcurt.com/u?l=yric3b from PacerMonitor.com at no charge. Proposed Counsel for Debtor: COOLIDGE WALL CO., L.P.A. Patricia J. Friesinger, Esq. 33 West First Street, Suite 600 Dayton, Ohio 45402 Tel: 937/223-8177 Fax: 937/223-6705 E-Mail: friesinger@coollaw.com About Evergreen Site Holdings Evergreen Site Holdings, Inc. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 22-52799) on Sept. 22, 2022, with $1 million and $10 million in both assets and liabilities. Matthew T. Schaeffer has been appointed as Subchapter V trustee. Judge C. Kathryn Preston oversees the case. The Debtor tapped Coolidge Wall Co., LPA as bankruptcy counsel; the Law Offices of Fisher, Skrobot, and Sheraw, LLC as special counsel; and T. Michael Robb & Associates, Inc. as accountant. FOUNDATIONAL EDUCATION: $115MM Bank Debt Trades at 21% Discount --------------------------------------------------------------- Participations in a syndicated loan under which Foundational Education Group Inc is a borrower were trading in the secondary market around 79.0 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $115 million facility is a Term loan that is scheduled to mature on August 31, 2029. The amount is fully drawn and outstanding. Headquartered in Bethesda, Maryland, Foundational Education Group, Inc. is a provider of curriculum, assessment and family engagement tools for the early childhood education market (from birth to 3rd grade). The company was acquired by KKR in a $1.6 billion leveraged buyout in August 2021. FUEL DOCTOR: Incurs $181K Net Loss in Second Quarter ---------------------------------------------------- Fuel Doctor Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $181,000 for the three months ended June 30, 2023, compared to a net loss of $183,000 for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $305,000 compared to a net loss of $456,000 for the six months ended June 30, 2022. As of June 30, 2023, the Company had $580,000 in total assets, $187,000 in total liabilities, and $393,000 in total stockholders' equity. Fuel Doctor said, "The Company has incurred a loss since Inception resulting in an accumulated deficit of $1,188,000 as of December 31, 2022 and $1,504,000 as of June 30, 2023 and further losses are anticipated in the development of its business. Management expects the Company to continue to generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additional raises of capital. "Such conditions raise substantial doubts about the Company's ability to continue as a going concern. Management's plan includes raising funds from outside potential investors. However, there is no assurance such funding will be available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1459188/000121390023068190/f10q0623_fueldoctor.htm About Fuel Doctor Tel Aviv, Israel-based Fuel Doctor Holdings, Inc., is currently attempting to locate and negotiate with eligible portfolio companies to acquire an interest in them. In addition to acquiring an interest in them, the Company intends to assist these portfolio companies with raising capital and offer them substantial managerial assistance needed to succeed. Fuel Doctor reported a net loss of $102,223 for the year ended Dec. 31, 2022, compared to a net loss of $17,537 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $107,064 in total assets, $55,144 in total liabilities, and $51,920. Garden City, New York-based Liebman Goldberg & Hymowitz, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Feb. 21, 2023, citing that the Company anticipates that during 2023, it will not have sufficient capital. Furthermore, the Company's losses from operations and working capital deficiency raises substantial doubt about its ability to continue as a going concern. G.I.K. INVESTMENT: Case Summary & Three Unsecured Creditors ----------------------------------------------------------- Debtor: G.I.K. Investment, Corp. 800 South Pointe Drive Suite 1903 Miami Beach, FL 33139 Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-16863 Judge: Hon. Robert A. Mark Debtor's Counsel: Joel Aresty, Esq. JOEL M. ARESTY PA 309 1st Ave. S. Tierra Verde, FL 33715 Tel: (305) 904-1903 Email: aresty@icloud.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Evgeny Ivanov as president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/23ATMAA/GIK_Investment_Corp__flsbke-23-16863__0001.0.pdf?mcid=tGE4TAMA GILBERT BARBEE: Seeks to Extend Plan Exclusivity to September 28 ---------------------------------------------------------------- Gilbert, Barbee, Moore & McIlvoy P.S.C. asks the U.S. Bankruptcy Court for the Western District of Kentucky to extend its exclusive periods for filing a chapter 11 plan and to solicit votes thereof to September 28, 2023 and January 2, 2024, respectively. This is the Debtor's second request for extension. The Court has previously set July 28, 2023 as the deadline for the Debtor to file its disclosure statement and chapter 11 plan. The Debtor explained that it has been diligently managing the potential resolution of some of the existing malpractice claims in order to maximize the benefit to the bankruptcy estate. The Debtor claims, however, that it has had difficulty securing a competent commercial appraiser to provide a liquidation value for its real property. The Debtor also stated that it is negotiating with several parties for agreements that fall within the ordinary course of its business, which may offer improved efficiencies for its operations, including a potential participation in an arrangement for Medicare fee-for-service beneficiaries. The Debtor further explained that its intended plan will involve a significant restructuring of its operations and assets. The Debtor confirmed that the new structure will continue to comply with applicable healthcare laws and regulations. The Debtor claims that for these reasons, it needs additional time to obtain the appraisal report before a plan and disclosure statement can be finalized. Gilbert, Barbee, Moore & McIlvoy P.S.C. is represented by: Brian R. Pollock, Esq. Alisa Micu, Esq. STITES & HARBISON PLLC 400 West Market Street, Suite 1800 Louisville, KY 40202-3352 Tel: (502) 587-3400 Email: bpollock@stites.com amicu@stites.com - and - Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: (502) 416-1630 Email: cbird@kaplanjohnsonlaw.com About Gilbert, Barbee, Moore & McIlvoy Gilbert, Barbee, Moore & McIlvoy P.S.C. -- https://www.gravesgilbert.com/ -- is a multi-specialty clinic in Bowling Green, KY. Graves Gilbert Clinic was founded in 1937 by Dr. G.Y. Graves and Dr. Tom Gilbert. Gilbert, Barbee, Moore & McIlvoy filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 22-10763) on Dec. 29, 2022. In the petition filed by Steven K. Sinclair, as chief financial officer, the Debtor reported assets and liabilities between $10 million and $50 million. Gilbert, Barbee, Moore & McIlvoy P.S.C. is represented by: Brian R. Pollock, Esq. Alisa Micu, Esq. STITES & HARBISON PLLC 400 West Market Street, Suite 1800 Louisville, KY 40202-3352 Tel: (502) 587-3400 Email: bpollock@stites.com amicu@stites.com - and - Charity S. Bird, Esq. KAPLAN JOHNSON ABATE & BIRD LLP 710 West Main Street, 4th Floor Louisville, KY 40202 Tel: (502) 416-1630 Email: cbird@kaplanjohnsonlaw.com GORDIAN MEDICAL: $280MM Bank Debt Trades at 31% Discount -------------------------------------------------------- Participations in a syndicated loan under which Gordian Medical Inc is a borrower were trading in the secondary market around 69.3 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $280 million facility is a Term loan that is scheduled to mature on April 1, 2027. The amount is fully drawn and outstanding. Gordian Medical, Inc., doing business as American Medical Technologies, provides healthcare services. The Company offers medical expertise, protocol development, education, healing, and preserving programs. American Medical Technologies serves patients and healthcare professionals in the United States. GROM SOCIAL: Incurs $2.4 Million Net Loss in Second Quarter ----------------------------------------------------------- Grom Social Enterprises, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.36 million on $956,498 of sales for the three months ended June 30, 2023, compared to a net loss of $3.20 million on $1.14 million of sales for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $4.59 million on $2.15 million of sales compared to a net loss of $6.65 million on $2.37 million of sales for the six months ended June 30, 2022. As of June 30, 2023, the Company had $22.06 million in total assets, $3.75 million in total liabilities, and $18.31 million in total stockholders' equity. Grom Social said, "The Company's management intends to raise additional funds through the issuance of equity securities or debt to enable the Company to meet its obligations for the twelve-month period. However, there can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations and/or raise additional capital could have a material adverse effect on the Company's ability to achieve its intended business objectives. These factors raise substantial doubt about the Company's ability to continue as a going concern for the twelve months from the date of this report." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1662574/000168316823005901/grom_i10q-063023.htm About Grom Social Enterprises Inc. Boca Raton, Florida-based Grom Social Enterprises, Inc. -- @ www.gromsocial.com -- is a media, technology and entertainment company focused on delivering content to children under the age of 13 years in a safe secure Children's Online Privacy Protection Act ("COPPA") compliant platform that can be monitored by parents or guardians. Grom Social reported a net loss of $16.77 million for the year ended Dec. 31, 2022, compared to a net loss of $10.22 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $24.64 million in total assets, $4.30 million in total liabilities, and $20.35 million in total stockholders' equity. Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company's significant operating losses and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. HAWKEYE ENTERPRISES: Wins Cash Collateral Access ------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, authorized Hawkeye Enterprises, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor is indebted to Berkshire Bank, in the approximate amount of $957,000. The Debtor is also indebted to Rocket Capital NY, LLC in the approximate amount of $44,200, QFS Capital LLC in the approximate amount of $18,000, and Funding Metrics, LLC in the approximate amount of $35,000. Additionally, the Debtor may be indebted on a secured basis to EBF Holdings, LLC in the approximate amount of $21,000, American Express in the approximate amount of $18,31, Black Olive Capital LLC in the approximate amount of $96,000, Celtic Bank Corporation in the approximate amount of $94,000, PNC Bank in the approximate amount of $100,000, Forward Financing in the approximate amount of $13,000, and Cucumber Capital, LLC in the approximate amount of $30,000. Berkshire Bank, pre-petition lender to the Debtor, asserts various interests in (including, without limitation, security interests in and liens upon) substantially all of the Debtor's personal property including, without limitation, inventory and accounts receivable, as more particularly described in its loan documents. Further, Berkshire asserts interests in cash collateral including, without limitation, that such cash constitutes proceeds of the Collateral and, therefore, constitutes cash collateral within the meaning of 11 U.S.C. Code section 363(a). The Debtor is permitted to use cash collateral without approval of the Prepetition Creditors to the extent that such use is necessary to protect the welfare of any animals that are kept on the premises of the Debtor's facilities. The cash collateral will not be used to make payments to (i) professionals, whether or not retained by the bankruptcy estates, including any attorneys' fees and expenses; (ii) other secured creditors; or (iii) pre-petition claims, debts or obligations, except to the extent such claims are contemplated by the Budget and allowed by the Court. As adequate protection, the Prepetition Creditors are granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor's bankruptcy estates that is the same type of property that Prepetition Creditors held a pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. To the extent that the Replacement Liens prove inadequate to protect the Prepetition Creditors from a demonstrated diminution in the value of their Collateral positions from the Petition Date, then the Prepetition Creditors will be granted an administrative expense claim under Code section 503(b) with priority in payment under Code section 507(b). The Lender Super Priority Claims will be afforded the same priority within the class of Prepetition Creditors as the prepetition liens and security interests of those Prepetition Creditors. In addition to the Replacement Liens and Lender Super Priority Claim, to the extent that the Replacement Liens prove inadequate to protect the Prepetition Creditors from a demonstrated diminution in the value of their Collateral positions from the Petition Date, then Prepetition Creditors will be granted additional liens on all of the Debtor's assets for any diminution in its collateral position from the Petition Date not protected by the Replacement Liens. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=hUE3qs from PacerMonitor.com. The Debtor projects total expense of $35,050 for the week ending September 3, 2023. About Hawkeye Enterprises Hawkeye Enterprises, LLC filed Chapter 11 petition (Bankr. E.D. Mo. Case No. 23-42494) on July 17, 2023, with $328,232 in assets and $1,488,755 in liabilities. Robert Moellering, owner, signed the petition. Judge Brian C. Walsh oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald P.C. is the Debtor's legal counsel. HERITAGE POWER: $520MM Bank Debt Trades at 78% Discount ------------------------------------------------------- Participations in a syndicated loan under which Heritage Power LLC is a borrower were trading in the secondary market around 22.1 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $520 million facility is a Term loan that is scheduled to mature on August 2, 2026. The amount is fully drawn and outstanding. Heritage Power, LLC and affiliates are a power company with a focus on power generation activities in Pennsylvania, New Jersey and Ohio. They own or operate 16 power generation assets with 13 in Pennsylvania, two in New Jersey and one in Ohio. HERITAGE POWER: $61MM Bank Debt Trades at 78% Discount ------------------------------------------------------ Participations in a syndicated loan under which Heritage Power LLC is a borrower were trading in the secondary market around 22.2 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $61.1 million facility is a Term loan that is scheduled to mature on August 2, 2026. The amount is fully drawn and outstanding. Heritage Power, LLC and affiliates are a power company with a focus on power generation activities in Pennsylvania, New Jersey and Ohio. They own or operate 16 power generation assets with 13 in Pennsylvania, two in New Jersey and one in Ohio. HICKAM HARBOR: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Hickam Harbor LLC to use cash collateral on an interim basis in accordance with the budget, with a 20% variance, through December 31, 2023. The U.S. Small Business Administration, First Hawaiian Bank, CHTD Company, and Timberland Bank assert an interest in the Debtor's cash collateral. As adequate protection, the SBA is granted a replacement lien against the Debtor's personal property assets and the proceeds thereof, to the same extent, priority and validity as the lien held by the SBA as of the Petition Date. Any diminution in the value of the SBA's collateral pursuant to the subject SBA loan over the life of the bankruptcy case will entitle the SBA to a superpriority claim pursuant to 11 U.S.C. Sections 503(b) and 507(b). The Debtor will make the contractual monthly adequate protection payments to the SBA on each of its two loans in the amounts of $4,583 and $2,437, respectively. As adequate protection, FHB is granted a replacement lien against the Debtor's personal property assets and the proceeds thereof, to the same extent, priority and validity as the lien held by FHB as of the Petition Date, and subject to the same defenses and avoidance actions as those applicable to FHB's lien as of the Petition Date. Any diminution in the value of FHB's collateral pursuant to the subject FHB loan over the life of the bankruptcy case will entitle the FHB to a superpriority claim pursuant to 11 U.S.C. Sections 503(b) and 507(b). The Debtor will make the contractual monthly adequate protection payments to the FHB on its loan in the amount of $940. As adequate protection, CHTD and Timberland are granted a replacement lien against the Debtor's personal property assets and the proceeds thereof, to the same extent, priority and validity as the lien held by each of CHTD and Timberland, respectively, as of the Petition Date, and subject to the same defenses and avoidance actions as those applicable to each of CHTD and Timberland’s lien(s), respectively, as of the Petition Date. In the interim, the Debtor will make monthly adequate protection payments to each of CHTD and Timberland, respectively, in the amount of $100 each. A final hearing on the matter is set for September 28, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=o5zONp from PacerMonitor.com. About Hickam Harbor LLC Hickam Harbor LLC is a restaurant in Hawaii specializing on signature craft burgers, local style cuisines, and American food. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15131) on August 10, 2023. In the petition signed by Edmund Cutting, sole shareholder, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Julia W. Brand oversees the case. James E. Till, Esq., at Till Law Group, represents the Debtor as legal counsel. HONX INC: Seeks to Extend Plan Exclusivity to October 30 -------------------------------------------------------- HONX Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas to extend its exclusivity periods to file a chapter 11 plan and solicit acceptances thereof to October 30, 2023 and December 28, 2023, respectively. The Debtor pointed out that it has made substantial progress in its chapter 11 case since it last requested an extension of the exclusivity periods, including: (a) filing a proposed plan and related disclosure statement, (b) obtaining Court approval of the disclosure statement, solicitation materials, and confirmation schedule, (c) commencing solicitation of the plan, (d) obtaining Court approval of a personal injury questionnaire and the process related to its submissions, and (e) analyzing the more than 1,250 claims filed by the bar date. The Debtor stated that, notwithstanding the amount of progress that has been made, additional time will be needed to finish soliciting votes on the plan and to confirm the plan. The Debtor explained that the extension will ensure that all stakeholders can thoroughly review and understand the revised plan and related disclosure statement to decide whether to vote to accept or reject the plan in an efficient, organized fashion. The Debtor also claimed that this extension complies with the Court's previous directions and allows the Debtor, and all parties in interest, to focus on solicitation, the PIQ process, and confirmation. The Debtor stated that the requested extension of the exclusivity periods is its final request and the relief requested is supported by the Committee and the FCR does not oppose the requested relief. Absent the relief requested, the filing exclusivity period and solicitation exclusivity period expires on July 31, 2023 and September 29, 2023, respectively. HONX Inc. is represented by: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Veronica A. Polnick, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Email: mcavenaugh@jw.com jwertz@jw.com vpolnick@jw.com - and - Christopher T. Greco, P.C., Esq. Matthew C. Fagen, P.C., Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 Email: christopher.greco@kirkland.com matthew.fagen@kirkland.com - and - Whitney C. Fogelberg, Esq. Jaimie Fedell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Email: whitney.fogelberg@kirkland.com jaimie.fedell@kirkland.com - and - Michael F. Williams, Esq. Daniel T. Donovan, Esq. Alexandra I. Russell, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 1301 Pennsylvania Ave., N.W. Washington, D.C. 20004 Tel: (202) 389-5000 Email: michael.williams@kirkland.com daniel.donovan@kirkland.com alexandra.russell@kirkland.com About HONX Inc. HONX Inc. is a subsidiary of Hess Corporation, a publicly-traded global energy company. HONX is the corporate successor of Hess Oil Virgin Islands Corporation, which owned and operated an oil refinery in St. Croix, U.S. Virgin Islands from the beginning of its construction in 1965 until a non-operating entity with minimal assets consisting primarily of a 50% ownership in a joint venture from 1998 to 2016, and post-2016 it has continued its corporate existence solely to manage its alleged asbestos liabilities related to the refinery. HONX sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-90035) on April 28, 2022. In the petition signed by Todd R. Snyder, chief administrative officer, the Debtor disclosed $10 million to $50 million in assets and $500 million to $1 billion in liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Kirkland & Ellis and Jackson Walker, LLP as bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as investment banker and financial advisor; and Bates White, LLC as asbestos consultant. Stretto, Inc. is the claims, noticing and solicitation agent. The Honorable Barbara J. Houser (Ret.) was appointed as the legal representative for future asbestos claimants in this Chapter 11 case. Ms. Houser tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; O'ConnorWechsler, PLLC as local counsel; FTI Consulting, Inc., as financial advisor; and NERA Economic Consulting as consultant. HOWMET AEROSPACE: Fitch Hikes Preferred Shares Rating to 'BB+' -------------------------------------------------------------- Fitch Ratings has upgraded Howmet Aerospace's (HWM) Long-Term Issuer Default Rating (IDR) to 'BBB' from 'BBB-' and Short-Term IDR to 'F2' from 'F3'. Fitch has also upgraded HWM's unsecured notes and revolver to 'BBB' from 'BBB-', short-term CP ratings to 'F2' from 'F3', and preferred shares to 'BB+' from 'BB'. The Rating Outlook is Stable. HWM's upgrade is driven by its improving EBITDA leverage, which Fitch forecasts will decline below 3.0x by YE 2023 and improve toward the mid-2x range in 2024-2025 following nearly $400 million of planned and executed debt repayment together with growing revenue and EBITDA. Fitch forecasts HWM will generate post-dividend FCF between $500 million and $800 million annually over the next few years, with FCF margins approaching double digits. HWM's ratings are further supported by the company's leading and defensible market position and differentiated technology portfolio, which is performance-linked and largely spec'd into original equipment manufacturer (OEM) platforms. The company's ample liquidity position, FCF-linked capital allocation plan, and credit-conscious financial policy (1.5x-2x net leverage target) were also key considerations. Fitch views HWM as having minimal pricing and margin risk, as increased commodity costs and inflation would generally be passed on to customers. KEY RATING DRIVERS Double-Digit EBITDA, FCF Margins: HWM's profitability is strong for the 'BBB-' rating with EBITDA margins in the low-20% range and FCF margins of nearly 10%. Fitch views the company's cash flow profile as more commensurate with Aerospace & Defense issuers around the high-'BBB' or low-'A' rating level. Fitch forecasts EBITDA margins will remain relatively stable over the next few years, but recognizes annual FCF could fluctuate in the high-single digit to low-double digit range depending on the pace of internal capital investment and working capital fluctuations. Leverage Improving Towards Mid-2x: Fitch forecasts HWM's EBITDA leverage (gross debt/EBITDA) will decline below 3.0x, the company's previous positive sensitivity, by YE 2023 following nearly $400 million of debt reduction during 2023. Price and volume increases have also contributed to leverage improvement through double digit revenue and EBITDA growth, which Fitch anticipates will continue through at least YE 2024 or early 2025. Fitch projects HWM's leverage will remain strong in the mid-2x range over the next several years, more in line with peers in the mid-'BBB' category. Risks to deleveraging include deviation from stated financial policy to achieve and maintain net leverage between 1.5x and 2.0x. This could result from, albeit considered a lower probability event, either unexpected large, debt-funded acquisitions or shareholder friendly actions. Fitch also considered overall supply chain management and aircraft demand cyclicality in assessing HWM's credit profile and believe potential production disruption or delays in future rate increases could heighten credit risk, but views the company's capital allocation and financial policies as mitigants. Strong Financial Flexibility: HWM's strong financial flexibility is a heavily weighted factor driving the company's current 'BBB' rating. The company maintains a comfortable liquidity position, which typically comprises greater than $500 million in cash and full revolver availability of $1 billion. The company's liquidity should be adequate to sustain operations and internal investment, even in a distressed scenario, as demonstrated during the pandemic. Fitch expects HWM will continue to maintain a moderately higher cash balance in the near term, likely until aircraft production rates increase towards a more run-rate level. HWM's required cash outflows are manageable over the rating horizon. Capex spending is moderate; working capital fluctuations will likely be minimal; and pension contributions are manageable at around 5% of FFO. The company has a moderate dividend which Fitch expects will increase incrementally over the rating horizon. Over the long term, excess cash will likely be deployed in the form of share repurchases and bolt-on acquisitions, which Fitch anticipates would be less than $500 million in size. Fitch believes the company would avoid share repurchases and could pay down debt under a stress scenario in order to maintain an investment grade credit profile. Revenues Remain Commercial Aerospace-Weighted: HWM currently generates around half of its revenue from the Commercial Aerospace industry. As a result, the company could be affected by a fundamental market shift, disruption to aircraft demand or build rates, or a prolonged cyclical aviation downturn. However, Fitch believes HWM is somewhat insulated from the impact of a market shift to a particular aircraft or engine due to the variety of the platforms it services. Aircraft Backlogs, Production Support Growth: Fitch projects top aircraft manufacturers Airbus SE (A-/Stable) and The Boeing Company (BBB-/Stable) will steadily raise aircraft production rates over the next two to three years, which supports Fitch's view that HWM should grow at around a double-digit rate during the same period. HWM has significant content for both manufacturers, as well as the major engine OEMs, and approximately 70% of total aerospace sales under long-term agreements. Along with the variety of the company's portfolios this also provides some long-term revenue visibility, particularly given Airbus and Boeing's estimated combined commercial aircraft backlog of greater than $700 billion. Highly Engineered, Performance-Linked Product Portfolio: HWM's market position is strong and defensible due to its highly engineered, performance-linked products and strong technology. The company ranks either number one or two in each of its major products, and its largely spec'd in technology is vital to the aerospace and defense industry. It maintains a meaningful percentage of overall global market share for its commercial engine content, such as airfoils and seamless rolled rings, and has a high market share on the "hot-section" of the engine, for which there are few competitors. Airfoils make up a large portion of the company's spares sales. High Barriers to Entry: There are significant barriers to entry for a large majority of HWM's products, which enhances its technological advantage and defensibility. Obstacles for new entrants include significant capital investment to develop new technology, industry and product certifications, substantial time to implement manufacturing process and HWM's longstanding customer relationships. Although individual agreements are constantly being renegotiated, HWM has demonstrated an ability to maintain these agreements while also periodically passing through costs by raising prices. DERIVATION SUMMARY HWM generates margins in line with, or stronger than, similarly rated peers, including BAE Systems (BBB+/Stable), Rolls-Royce (BB-/Positive), Huntington Ingalls Industries (BBB-/Positive), MTU Aero Engines AG (BBB/Stable) and L3Harris Technologies (BBB+/Negative). Fitch believes Howmet provides a similarly vital product to the various end-markets that it services and maintains a strong technology portfolio. The company is slightly smaller in scale than most of the listed peers. MTU and Rolls-Royce experienced similarly negative revenue effects from end-market cyclicality during the coronavirus pandemic due to their majority aerospace exposures, while BAE, Huntington Ingalls and L3Harris were each more insulated with a greater mix of defense. Overall, Fitch views HWM as having relatively lower margin variability than peers due to the higher proportion of performance-linked products with pass-through features. These enhance the through-the-cycle cash flow risk profile, though its commercial aircraft-weight did make it susceptible to recent events. HWM's 'F2' short-term rating was derived by its financial structure, which is consistent with 'BBB' category issuers. HWM also has substantial financial flexibility, which would not require external funding beyond committed facilities for at least 12 months in a stress scenario. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Demand for new aircraft remains steady over the next three to five years as OEMs work through current and growing backlogs; - Production volume projected to increase in the high-single digit to low-double digit range annually through 2025; - Price increases and pass-through costs mostly insulate HWM from margin pressures, resulting in EBITDA margins remaining in the low-20% range throughout the forecast; - Company primarily distributes excess cash to shareholders in the form of buybacks and a modest dividend; M&A is possible, but would likely be bolt-on in nature and funded predominantly with cash on hand; - HWM refinances the majority of maturities beyond the executed and planned $400 million in 2023 repayments. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage (total debt with equity credit-to-EBITDA) sustained below 2.5x, in conjunction with commitment to a financial policy and capital allocation policy consistent with a high-'BBB' rating level; - Long-term backlog aligns with expectation of long-term revenue visibility. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage (total debt with equity credit-to-EBITDA) sustained above 3.0x; - Sustained FCF margins below 5%; - Significant delays or disruption to global aerospace production, potentially as a result of the supply chain pressures among other considerations. LIQUIDITY AND DEBT STRUCTURE Fitch expects the company's liquidity to be adequate over the rating horizon. Fitch anticipates HWM will maintain liquidity of $1.5 billion on average over the next several years, comprised of at least $500 million of cash in addition to its $1.0 billion revolver maturing in 2028. Fitch expects HWM will maintain a higher cash balance in the near term, likely until aircraft production rates begin to increase and stabilize. Over the long term, excess cash will likely be deployed in the form of share repurchases, bolt-on acquisitions and a modest dividend. Increased pension contribution requirements are possible but unlikely in the near term. The company's capital structure is comprised of senior unsecured notes and revolving credit facility. HWM also maintains an Accounts Receivable factoring program primarily related to the company's aerospace business and has approximately $250 million outstanding, which Fitch considers to be debt. The company also has approximately $55 million of preferred shares outstanding, which Fitch applies 50% equity credit. ISSUER PROFILE Howmet Aerospace is a global provider of engineering products mainly catering to the Aerospace & Defense and commercial transportation end markets. 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. Entity/Debt Rating Prior ----------- ------ ----- Howmet Aerospace Inc. LT IDR BBB Upgrade BBB- ST IDR F2 Upgrade F3 senior unsecured LT BBB Upgrade BBB- preferred LT BB+ Upgrade BB senior unsecured ST F2 Upgrade F3 INDIAN CANYON: Seeks to Expand Scope of Dinsmore & Shohl's Services ------------------------------------------------------------------- Indian Canyon & 18th Property Owners Association seeks approval from the U.S. Bankruptcy Court for the Central District of California to expand the scope of services of Dinsmore & Shohl LLP as special counsel. The Debtor needs the firm's legal assistance in connection with a case (Adversary Case Nos. 6:22-ap-01078-SY, and 6:22-ap-01079-SY) filed in the Central District of California. The firm will be paid at these rates: Christopher Celentino, Partner $875 per hour Joseph S. Leventhal, Partner $720 per hour Yosina M. Lissebeck, Partner of Counsel $675 per hour Brian Metcalf, Of Counsel $605 per hour Caroline G. Massey, Associate $465 per hour Meredith P. Montrose, Associate $415 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph S. Leventhal, Esq. a partner at Dinsmore & Shohl LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher Celentino, Esq. Joseph S. Leventhal, Esq. Yosina M. Lissebeck, Esq. DINSMORE & SHOHL LLP 655 West Broadway, Suite 800 San Diego, CA 92101 Tel: (619) 400-0500 Fax: (619) 400-0501 Email: christopher.celentino@dinsmore.com joseph.leventhal@dinsmore.com yosina.lissebeck@dinsmore.com About Indian Canyon & 18th Property Owners Association Indian Canyon & 18th Property Owners Association filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (C.D. Calif. Case No. 22-13378) on Sept. 6, 2022, with between $1 million and $10 million in assets and between $500,000 and $1 million in liabilities. Arturo Cisneros has been appointed as Subchapter V trustee. Judge Scott H. Yun oversees the case. The Debtor tapped Douglas A. Plazak, Esq., at Reid & Hellyer as bankruptcy counsel; and Dinsmore & Shohl, LLP and Fiore Racobs & Powers as special counsels. J.H.W. INC: Hires R. Keith Johnson, PA as Bankruptcy Counsel ------------------------------------------------------------ J.H.W., Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to the Law Offices of R. Keith Johnson, P.A. as its counsel. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties in the continued operation of its business and management of its properties; (b) negotiating, preparing, and pursuing confirmation of a Chapter 11 plan and approval of a disclosure statement, and all related reorganization agreements or documents; (c) preparing legal papers; (d) representing the Debtor in all adversary proceedings related to the bankruptcy case; (e) representing the Debtor in all litigation arising from or relating to causes of action owned by the estate or defending causes of action brought against the estate, in any forum; (f) appearing in court; and (g) performing all other legal services for the Debtor that may be necessary and proper in the Chapter 11 proceeding. The firm will be paid at the hourly rate of $500, plus reimbursement of actual and necessary expenses. R. Keith Johnson, Esq., a partner at Law Offices of R. Keith Johnson, P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: R. Keith Johnson, Esq. Law Offices of R. Keith Johnson, P.A. 8840 1275 Highway 16 South Stanley, NC 28164 Tel: (704) 827-4200 Fax: (704) 827-4477 Email: kjparalegal@bellsouth.net About J.H.W., Inc. J.H.W., Inc. in Morganton, NC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 23-40137) on August 4, 2023, listing $509,459 in assets and $2,023,601 in liabilities. Wendell Fox as president/director, signed the petition. Judge J. Craig Whitley oversees the case. LAW OFFICES OF R. KEITH JOHNSON, P.A. serve as the Debtor's legal counsel. KEVIN CONCANNON: Hires CBIZ Forensic as Financial Advisor --------------------------------------------------------- Kevin Concannon LLC d/b/a Lifeline Pharmacy seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ CBIZ Forensic Consulting Group, LLC as financial advisor. The firm will provide these services: a. provide Charles M. Berk as Chief Restructuring Officer (the "CRO") in connection with the Debtor's Chapter 11 filing; b. provide additional resources as required and approved by the Debtor (collectively, the "Engagement Personnel"); c. advise and assist the Debtor and its other retained professionals in preparing for and administering a filing under the Bankruptcy Code, including: i. providing a CRO to serve as the Debtor's representative for purposes of the filing and court hearings; ii. advising and assisting the Debtor and its other advisors in the Debtor's identification, evaluation, and negotiation of cash collateral or debtor-in-possession ("DIP") financing; iii. advise and assist the Debtor and its local and special bankruptcy legal counsel in the negotiation of the Debtor's post-petition use of cash collateral, including development of a DIP budget, as needed; iv. advise and assist the Debtor and its local and special bankruptcy legal counsel with the development of business and financial information required for filing of first day motions and other required bankruptcy disclosures; v. advise and assist the Debtor and its local and special bankruptcy legal counsel with development of a reorganization exit plan; and vi. perform other professional services not otherwise listed which have been requested by the Debtor and are directly related to the Debtor's administration of a bankruptcy restructuring proceeding. The firm will be paid at these rates: Directors and Managing Directors $595 to $750 per hour Managers and Senior Managers $365 to $595 per hour Senior Associates and Staff $150 to $365 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in court filings, CBIZ is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Berk CBIZ Accounting, Tax & Advisory of New York, LLC 5 Bryant Park at 1065 Avenue of the Americas New York, NY 10018 Tel: (212) 790-5883 Email: cberk@cbiz.com About Kevin Concannon LLC d/b/a Lifeline Pharmacy Kevin Concannon, LLC is a locally-owned pharmacy serving the Edinburg, Mcallen, Mission, San Juan, Alamo, Elsa, Alton, Weslaco, Pharr, Hidalgo, Mercedes, Donna, Palmview, La Joya, Penrtas, Palmhurst and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90759) on August 2, 2023. In the petition signed by Kevin Concannon, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Patrick J. Neligan Jr., Esq., at Neligan LLP, represents the Debtor as legal counsel. KNIGHT HEALTH: $450MM Bank Debt Trades at 64% Discount ------------------------------------------------------ Participations in a syndicated loan under which Knight Health Holdings LLC is a borrower were trading in the secondary market around 36.5 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on December 23, 2028. The amount is fully drawn and outstanding. Knight Health Holdings LLC is a provider of a community-based acute and post-acute care, with 18 short-term acute care hospitals and 61 long-term acute care facilities across 25 states. LAUNCH PAD: Hires Kaplan Johnson Abate as Counsel ------------------------------------------------- Launch Pad, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Kaplan Johnson Abate & Bird LLP as counsel. The firm will provide these services: a. give legal advice with respect to the Debtor's powers and duties as debtor in possession in the continued management of its financial affairs and estate assets; b. take all necessary action to protect and preserve the estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, if any, and objecting to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, answers, orders, reports and other legal papers in connection with the administration of the Debtor's estate herein; and d. perform any and all other legal services for the Debtor in connection with this chapter 11 case and the formulation and implementation of the Debtor's chapter 11 plan. The firm will be paid at these rates: Attorneys $300 to $400 per hour Paraprofessionals $100 per hour The firm will be paid a retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charity S. Bird, Esq., a partner at Kaplan Johnson Abate & Bird LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charity S. Bird, Esq. Kaplan Johnson Abate & Bird LLP 710 W. Main St., 4th Floor Louisville, KY 40202 Tel: (502) 416-1630 Email: cbird@kaplanjohnsonlaw.com About Launch Pad, LLC Launch Pad LLC filed Chapter 11 petition (Bankr. W.D. Ky. Case No. 23-31798) on Aug. 3, 2023, with $271,435 in assets and $7,666,795 in liabilities. Brandon May, member, signed the petition. Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird, LLP represents the Debtor as legal counsel. LERETA LLC: $250MM Bank Debt Trades at 18% Discount --------------------------------------------------- Participations in a syndicated loan under which Lereta LLC is a borrower were trading in the secondary market around 81.8 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on August 6, 2028. The amount is fully drawn and outstanding. Headquartered in Pomona, California, Lereta LLC is a technology-enabled property tax and flood determination service provider to the financial services industry. The company provides services in the areas of tax certification management and flood determination to mortgage originators and servicers. Lereta is owned by Flexpoint Ford and Vestar Capital Partners. M6 ETX HOLDINGS: S&P Affirms 'B+' ICR, Outlook Stable ----------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on M6 ETX Holdings II MidCo LLC (M6 ETX) and its 'B+' issue-level rating on its term loan B (TLB). S&P's '3' recovery rating on the TLB is unchanged, indicating its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. The stable outlook reflects S&P's expectation that the company's S&P Global Ratings-adjusted debt to EBITDA will be about 5.5x in 2023 before declining to 4.5x in 2024 as higher gas prices support an increase in its EBITDA. The affirmation reflects that, while S&P expects M6 ETX will deleverage at a slower pace than we previously anticipated, the location of its system in the prolific Haynesville basin, its close proximity to liquefied natural gas (LNG) facilities, and its material proportion of take-or-pay contracts support its credit profile. Well shut-ins in 2023 will likely lead to lower-than-expected EBITDA. S&P said, "We have revised our EBITDA projections for M6 ETX to $130 million in 2023 and $165 million in 2024, which are about 20% lower than in our previous forecast. This revision reflects the impact of historically low natural gas prices, which prompted exploration and production (E&P) companies in the Haynesville basin to delay their drilling and well completions. We expect that depressed natural gas prices, which fell as low as less than $2 per million Btus (mmBtu) in 2023, could lead to lower throughput volumes for M6 ETX's system than we previously anticipated. Therefore, we estimate leverage of 5.5x for 2023, which we expect will decline to 4.5x in 2024 on the recovery in natural gas prices (as indicated by the forward curve suggesting a $3-$4 per mmBtu price range) and subsequent increase in production and well completions. In this context, we view the company's relatively high leverage in 2023 as transient and not truly reflective of its credit profile." Despite the delayed volumes this year, M6 ETX is well positioned to capitalize on rising LNG demand. The company's access to the Gulf Coast LNG terminals, coupled with the location of its assets in the Haynesville basin, where natural gas breakeven prices are among the lowest in the country, position it well for sustainable expansion. In 2023, M6 Midstream LLC, the parent company of M6 ETX, established a joint venture with Chesapeake Energy through its subsidiary to build the NG3 pipeline. After its completion in the fourth quarter of next year, this 34 mile, 1.55 billion cubic feet per day (Bcf/day) natural gas transportation pipeline will provide an additional connection between the company's system and the LNG markets and alleviate its current bottlenecks. The company's contractual framework ensures some degree of cash flow predictability. M6 ETX has a comparatively strong contract profile, with take-or-pay contracts accounting for up to 40% of its gross margin. While the company derives over 80% of its gross margin from fixed fees, the rest of it is exposed to commodity price volatility risk, which we view as tangible. M6 ETX has a number of large shippers in its customer portfolio. Notably, Exxon and Sabine Oil and Gas account for 40% of the company's volumes. However, this exposes the company to customer concentration risk and makes it dependent on production fluctuations at these two companies. S&P said, "The stable outlook reflects our expectation for leverage of about 5.5x in 2023, which will decline to 4.5x in 2024 given our expectation for a recovery in natural gas prices from their historically low levels this year and an increase in production in the company's dedicated acreage. The increasing demand for LNG supports our outlook. "We could take a negative rating action on M6 ETX if we expect its leverage will remain above 5.0x in 2024. This could occur if E&P companies in the Haynesville basin continued to delay their drilling and well completions due to unfavorable natural gas prices, which would negatively affect the company's volumes and EBITDA. "Although unlikely in the near term, we could take a positive rating action on M6 ETX if it materially increases its size and operational scale while reducing its leverage below 4x on a sustained basis." MACHINE TOOL: Seeks Cash Collateral Access ------------------------------------------ Machine Tool Service, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, for entry of an order authorizing post-petition use of cash collateral and provide adequate protection. The Debtor urgently needs working capital to continue maintain the utilities and store the equipment until a potential court approved sale of the personal property can be consummated. The use of said funds will be needed to pay current utilities, to maintain insurance upon the real and personal property of the Debtor, and to pay, with further Court approval, any pre-petition priority ad valorem real estate tax claims in order to avoid any tax sale of the real estate. Because of the commercial ramifications and effects of COVID, the corporation was faced with reduced requests for equipment repair, and experienced issues with operating cash flow, and when those revenues proved insufficient, it turned to more volatile sources of operating cash using banking institutions and lines of credit. Additionally, the COVID experience caused a transition in the customers' expectation, which concluded that it was no longer feasible or economical to repair equipment, but rather to replace aging equipment. Finally, the recent health issues and age of the majority stockholder and sole remaining board member made the continued operation impracticable. Prior to the Commencement Date, the Debtor's liquidity needs were met primarily through the daily operation of the business of the Debtor and various financing options offered by trade vendors, personal cash, and internet lenders. The Debtor believes that First Financial Bank is the superior, properly perfected, secured creditor having an interest in substantially all of its personal property assets, but further believes Kapitus LLC claim an interest in cash collateral by virtue of a UCC-1 financing statement. The Debtor believes that the value of its cash collateral, which comprises a substantial part of the value of its assets, is greater than the combined claims of First Financial Bank and Kapitus LLC, and that all subordinate creditors have no interest in cash collateral. The only other secured creditor is the former stockholder, Forrest Perry, who sold his stock to the Debtor shareholder, Samuel G. Hoar, and holds the first mortgage on the real estate owned by the corporation as security. The Debtor has reasonable cause to believe that receivables may be tendered and able to be negotiated in the approximate sum of $8000 within the next 7 working days, and requests authority to deposit said sums in the Debtor in-Possession account for use in accordance with the orders of this court. Additionally, the Debtor is awaiting the receipt of its filed claim with the IRS for recovery of the ERC credit. This tax credit is scheduled to be electronically deposited into the account maintained at First Financial Bank and the Debtor requests that such cash collateral be included in the order and that the ERC funds be authorized to be deposited into the DIP account for application to the court approved Chapter 11 Plan and any other orders of the court. A copy of the motion is available at https://urlcurt.com/u?l=hIIXq7 from PacerMonitor.com. About Machine Tool Service, LLC Machine Tool Service, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-80337-JJG-11 ) on August 24, 2023. In the petition signed by Samuel G. Hoar, president, the Debtor disclosed up to $1 million in both assets and liabilities. Richard Lorenz, Esq., at Hickam & Lorenz, P.C., represents the Debtor as legal counsel. MALLINCKRODT PLC: Files Chapter 11 to Facilitate Restructuring -------------------------------------------------------------- Mallinckrodt plc (NYSE American: MNK), a global specialty pharmaceutical company, on Aug. 28 disclosed that it has taken the next step to implement the comprehensive financial restructuring plan contemplated by a Restructuring Support Agreement ("RSA") the Company previously entered into with more than 85% of each of the Company's first and second lien debtholders and the Opioid Master Disbursement Trust II (the "Trust"), as announced on August 23, 2023. Pursuant to the RSA and with the authorization of the Company's Board of Directors, Mallinckrodt and certain of its subsidiaries(1) on Aug. 28 initiated voluntary prepackaged Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. With the overwhelming support of its key stakeholders, the Company expects to complete the court-supervised process in the fourth quarter of 2023. Implementing the financial restructuring contemplated by the RSA will reduce the Company's total funded debt by approximately $1.9 billion, increase free cash flow generation, extend maturity runway and better position the business for long-term success. The RSA also provides for, among other consideration, a final, one-time payment of $250 million that was made to the Trust on August 24, 2023. This payment, in addition to the $450 million the Company previously paid, is intended to support the Trust's mission to address the U.S. opioid crisis and fund addiction treatment. Siggi Olafsson, President and Chief Executive Officer of Mallinckrodt, said, "We are moving forward with the anticipated next steps for our financial restructuring plan and appreciate the significant support of our key stakeholders to reach this milestone. Implementing this agreement will meaningfully enhance Mallinckrodt's financial foundation and better position the business for the future. We expect to complete this process on an expedited basis and emerge as a stronger organization that will continue to help improve outcomes for patients with severe and critical conditions." Mr. Olafsson continued, "I would like to thank the Mallinckrodt team for their resilience and dedication to our company's mission. We also thank our customers, vendors, suppliers and other partners for their ongoing support as we work together to meet our patients' needs. As we move forward, we are continuing to deliver the important therapies that patients depend on us to provide." Continuing to Operate as Normal Mallinckrodt is operating normally, supporting patients with high-quality therapies, serving customers and working with its business partners. Additionally, the Company's Specialty Generics business will continue to operate under the previously agreed upon operating injunction, which provides for enhanced compliance and independent monitoring measures and has been in place since October 2020. The Company also fully intends to continue supporting patient groups and patient advocacy programs, including through its Patient Advocacy Advisory Board and patient assistance programs. Following Court approval, which the Company expects to receive shortly, Mallinckrodt will have in excess of $450 million of liquidity comprising cash, commitments received for $250 million in new financing from certain of its creditors in connection with the RSA and new borrowing availability from lenders under its asset-based loans. Together with cash generated from ongoing operations, this liquidity is expected to be sufficient to support the Company's continued operations during the court-supervised process. The Company has filed a number of customary motions seeking Court approval to support its operations during this process, including the continued payment of employee wages, salaries and benefits without interruption. Mallinckrodt expects to receive approval for these requests shortly. The Company intends to pay vendors and suppliers in the ordinary course, including for any pre-petition amounts owed at the time of filing. In connection with the Chapter 11 filing, Mallinckrodt also intends to make certain filings to commence Examinership Proceedings in Ireland, which are required to implement certain Irish law aspects of the financial restructuring and allow for emergence. Additional Information Additional information is available on Mallinckrodt's restructuring website at www.MNKrestructuring.com. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Kroll, at https://restructuring.ra.kroll.com/mallinckrodt2023; by calling Kroll representatives toll-free at +1-844-245-7926, or +1-646-440-4855 for calls originating outside of the U.S. or Canada; or by emailing Kroll at mallinckrodt2023info@ra.kroll.com. Vendors, suppliers and trade partners should direct any inquiries to the Company at +1-908-238-5650 or Supplier.Inquiry@mnk.com. Latham & Watkins LLP, Wachtell, Lipton, Rosen & Katz, Arthur Cox LLP, Richards, Layton & Finger PA, and Hogan Lovells US LLP are serving as Mallinckrodt's counsel. Guggenheim Securities, LLC is serving as investment banker, and AlixPartners LLP is serving as restructuring advisor. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley, LLP, as its legal counsel; Robinson & Cole, LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. The official committee of opioid-related claimants tapped Akin Gump Strauss Hauer & Feld, LLP as its lead counsel; Cole Schotz as Delaware co-counsel; Province, Inc. as financial advisor; and Jefferies, LLC as investment banker. * * * Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. The company said the restructuring strengthens the Company's balance sheet, reduces its total debt by approximately $1.3 billion and enables it to move forward with more than $250 million in cash and cash equivalents on hand. The Plan and Scheme include key legal settlements that resolve opioid claims brought against the Company and litigation matters involving Acthar Gel, among other claims, and provides for significant equitization of the Company's guaranteed unsecured notes. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. MANHATTAN SCIENTIFICS: Incurs $229K Net Loss in Second Quarter -------------------------------------------------------------- Manhattan Scientifics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $229,000 on $0 of revenue for the three months ended June 30, 2023, compared to a net loss of $1.62 million on $41,000 of revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $649,000 on $0 of revenue compared to a net loss of $2.26 million on $41,000 of revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $569,000 in total assets, $1.85 million in total liabilities, $1.06 million in series D convertible preferred mandatory redeemable shares, and a total stockholders' deficit of $2.34 million. Manhattan Scientifics said, "As of June 30, 2023, the Company has an accumulated deficit of $71,899,000 and negative working capital of $1,794,000. Because of these conditions, the Company will require additional working capital to develop business operations. The Company intends to raise additional working capital through the continued licensing of its technology as well as to generate revenues for other services. There are no assurances that the Company will be able to achieve the level of revenues adequate to generate sufficient cash flow from operations to support the Company's working capital requirements. To the extent that funds generated are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not continue its operations. These factors raise substantial doubt about the Company's ability to continue as going concern within one year from the date of filing these financial statements. "The ability to continue as a going concern is dependent on out generating cash from the sale of our common stock or obtaining debt financing and attaining future profitable operations. Management's plan includes selling our equity securities or obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts," the Company said. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1099132/000147793223006329/mhtx_10q.htm About Manhattan Scientifics Headquartered in New York, Manhattan Scientifics, Inc., was established on July 31, 1992 and has one operating wholly-owned subsidiary: Metallicum, Inc. The Company also holds a 5%, noncontrolling interest in Imagion Biosystems, Inc. (f/k/a Senior Scientific LLC). Manhattan Scientifics is focused on technology transfer and commercialization of transformative technologies. The Company operates as a technology incubator that seeks to acquire, develop and commercialize life-enhancing technologies in various fields. Manhattan Scientifics reported a net loss of $2.73 million for the year ended Dec. 31, 2022, compared to a net loss of $3.64 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.03 million in total assets, $1.67 million in total liabilities, $1.06 million in series D convertible preferred mandatory redeemable shares, and a total stockholders' deficit of $1.70 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 13, 2023, citing that the Company has an accumulated deficit, negative cash flows from operations, and negative working capital, which raises substantial doubt about its ability to continue as a going concern. MEDIAMATH HOLDINGS: Hires KPMG LLP as Tax Service Provider ---------------------------------------------------------- Mediamath Holdings, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP as tax service provider. The firm will provide these services: (a) prepare federal, state and local, and international income tax returns and supporting schedules for the 2022 tax year; (b) perform a high-level assessment of whether, based on 2022 financial statements; (c) provide tax consulting and modeling for U.S. Partnership Federal Income Matters; (d) assist in electronic filing of tax returns and extensions prepared by the firm which are subject to tax authority mandate, and provide instructions on filing copies for the Debtors' paper filing of the returns and extensions which were not electronically filed; (e) commence work on the applicable federal and state and local tax return(s) for the tax year immediately succeeding the tax year, specifically, the preparation of requests for extension of time to file and the related first quarter estimate tax requirements; (f) prepare income tax related balance sheet accounts and footnote disclosures for Debtors' review and approval; and (g) provide additional tax consulting services including drafting technical memorandums addressing transaction steps, U.S. federal income tax treatment and general tax consulting on matters that may arise for which the Debtors seek KPMG's advice, both written and oral, and that are not the subject of a separate engagement contract. The firm will be paid as follows: (a) Tax Compliance Services: The firm will be paid a fixed fee of $173,750 relating to the preparation of federal, state and local income tax returns and supporting schedules for the 2022 tax year. Approximately $0 was paid to KPMG by the Debtors prepetition. Subject to the Court's approval and pursuant to the terms and conditions of the Engagement Letters, the remaining amount of the tax compliance services to be billed is $173,750. (b) Tax Consulting Services: KPMG will provide the Debtors with general tax consulting services to be charged based on the actual time incurred to complete the work at 50 percent of the standard hourly rate for the individuals providing the service. The firm will also provide tax consulting and modeling services at 60 percent of the standard hourly rate for the individuals providing the service. For consulting services related to U.S. partnership transaction consequences, the fees will not exceed $43,000. Similarly, consulting services related to U.S. corporation transaction consequences, the fees will not exceed $62,000. In the 90-day period prior to the Petition Date, the firm received $125,433 from the Debtors for professional services performed and expenses incurred. The firm has agreed to waive any and all amounts owed for professional services rendered to the Debtors by the firm prior to the Petition Date. In total, the firm has agreed to waive $528,555.96 in unpaid fees and expenses. Michael C. Hamilton, a partner at managing director, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael C. Hamilton KPMG LLP 345 Park Avenue New York, NY 10154-0102 Tel: (212) 758-9700 Fax: (212) 758-9819 About Mediamath Holdings, Inc. MediaMath Holdings, Inc. develops and delivers digital advertising media and data management technology solutions to advertisers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ CORPORATE RESTRUCTURING, LLC as claims and restructuring agent. MEDICAL DEPOT: $167MM Bank Debt Trades at 82% Discount ------------------------------------------------------ Participations in a syndicated loan under which Medical Depot Holdings Inc is a borrower were trading in the secondary market around 18.3 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $167 million facility is a Term loan that is scheduled to mature on January 3, 2024. The amount is fully drawn and outstanding. Medical Depot Holdings operates as a holding company. The Company, through its subsidiaries, manufactures and distributes medical equipment. MISSISSIPPI CENTER: Hires Bradley Arant as Special Counsel ---------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Bradley Arant Boult Cummings, LLC as special counsel in connection with adversary proceeding and objection to claim. The Debtor needs the firm's legal assistance in connection with a case (Case No. 19-cv-45) filed in the U.S. District Court for the Southern District of Mississippi. The firm will be paid at the rate $435 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Casey Miller, a partner at Bradley Arant Boult Cummings, LL, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Casey Miller Bradley Arant Boult Cummings, LL Roundabout Plaza 1600 Division Street, Suite 700 Nashville TN 37203 Tel: (615) 244-2582 Fax: (615) 252-6380 About Mississippi Center for Advanced Medicine, P.C. Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. MISSISSIPPI CENTER: Hires Priester Law Firm as Special Counsel -------------------------------------------------------------- Mississippi Center for Advanced Medicine, P.C. seeks approval from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Priester Law Firm, PLLC as special counsel in Connection with adversary proceeding and objection to claim. The Debtor needs the firm's legal assistance in connection with a case (Case No. 3:19-CV-459-CWR-LGI) pending in the U.S. District Court for the Southern District of Mississippi. The firm will be paid at $100 to $360 per hour, and will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm will be paid a retainer in the amount of $10,000. Charlene Priester, a partner at Priester Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charlene Priester Priester Law Firm, PLLC 5375 Executive Place Jackson, MS 39206 Tel: (601) 353-2460 About Mississippi Center for Advanced Medicine Mississippi Center for Advanced Medicine, P.C. is a healthcare organization in Mississippi that integrates subspecialty care, clinical pharmacy services, and care coordination for patients with pediatric, congenital, and maternal fetal disorders. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-00962) on April 21, 2023, with $1 million to $10 million in both assets and liabilities. Greta Brouphy, Esq., a partner at Heller, Draper and Horn, LLC, has been appointed as Subchapter V trustee. Judge Jamie A. Wilson oversees the case. The Debtor tapped Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC as bankruptcy counsel; Priester Law Firm, PLLC, Bradley Arant Boult Cummings, LLP and Brunini, Grantham, Grower & Hewes, PLLC as special counsels; and Haddox Reid Eubank Betts, PLLC as accountant. Priester Law Firm, PLLC, and Bradley Arant Boult Cummings, LLC as special counsels. MODERN POTOMAC: Hires Arthur Lander CPA PC as Accountant -------------------------------------------------------- Modern Potomac, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Arthur Lander, C.P.A., P.C. as its accountant. The firm's services include: a. compiling books and records, and preparing and filing all necessary tax returns on behalf of the estate; b. advising the Debtor of its duties and responsibilities under the Internal Revenue Code; c. working with the Debtor in assessing the Debtor's financial condition; and d. other matters that arise in the administration of this Chapter 11 case in bankruptcy relating to accounting matters. The firm will be paid at these rates: Arthur Lander, CPA $450 per hour Thai Ton $150 per hour Chris Mueller $120 per hour Scott Johnson $120 per hour Bookkeeping $50 per hour The firm will be paid $200 per month for preparation of monthly report. Arthur Lander, president of Arthur Lander CPA, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Arthur Lander, Esq. Arthur Lander, C.P.A., P.C. 300 N. Washington St. #104 Alexandria, VA 22314 Tel: (703) 486-0700 Email: law@businesslegalservicesinc.com About Modern Potomac, LLC Modern Potomac, LLC, a company in Burke, Va., filed its voluntary petition for Chapter 11 protection (Bankr. E.D. Va. Case No. 23-10944) on June 7, 2023, with $1,200,000 in assets and $1,030,500 in liabilities. David Guglielmi, managing member, signed the petition. Richard G. Hall Esq., serves as the Debtor's legal counsel. MSS INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: MSS, Inc. DBA MSS Ortiz Electrical Services 2315 Sparger Road Durham, NC 27705 Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 23-02487 Debtor's Counsel: Joseph Z. Frost, Esq. BUCKMILLER, BOYETTE & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: 919-296-5040 Fax: 919-890-0356 Email: jfrost@bbflawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew Filzen as vice president/chief operations officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WHDHVPQ/MSS_Inc__ncebke-23-02487__0001.0.pdf?mcid=tGE4TAMA NATURALSHRIMP INC: Incurs $2.3 Million Net Loss in First Quarter ---------------------------------------------------------------- NaturalShrimp Incorporated filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.29 million on $156,131 of net revenue for the three months ended June 30, 2023, compared to a net loss of $2.20 million on $36,336 of net revenue for the three months ended June 30, 2022. As of June 30, 2023, the Company had $31.71 million in total assets, $32.55 million in total liabilities, $1.8 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $46.26 million. NaturalShrimp said, "For the three months ended June 30, 2023, the Company had a net loss available for common stockholders of approximately $2,703,000. As of June 30, 2023, the Company had an accumulated deficit of approximately $170,237,000 and a working capital deficit of approximately $8,781,000. These factors raise substantial doubt about the Company's ability to continue as a going concern, within one year from the issuance date of this filing. The Company's ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. During the three months ended June 30, 2023, the Company received net cash proceeds of approximately $1,299,000 from the sale of common shares. Subsequent to period end, the Company received $140,000 proceeds from the issuance of promissory notes, related parties. "Management believes that private placements of equity capital will be needed to fund the Company's long-term operating requirements. The Company may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. If the Company raises additional funds through the issuance of equity, the percentage ownership of its current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its operations. The Company continues to pursue external financing alternatives to improve its working capital position. If the Company is unable to obtain the necessary capital, the Company may be unable to develop its facilities and enter into production." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1465470/000149315223029450/form10-q.htm About NaturalShrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. NaturalShrimp reported a net loss of $16 million for the year ended March 31, 2023, compared to a net loss of $86.30 million for the year ended March 31, 2022. As of March 31, 2023, the Company had $32.58 million in total assets, $32.66 million in total liabilities, $2 million in series E redeemable convertible preferred stock, $43.61 million in series F redeemable convertible preferred stock, and a total stockholders' deficit of $45.69 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 26, 2023, citing that the Company has suffered recurring losses from inception and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. NEW-TRONICS LTD: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: New-Tronics Ltd. 113 Cambridge Park Trail Weatherford, TX 76088 Chapter 11 Petition Date: August 29, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-42553 Judge: Hon. Edward L. Morris Debtor's Counsel: Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard Street, Suite 3800 Dallas, TX 75201-6659 Tel: 214-855-7500 Email: tberghman@munsch.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Boyer as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/22NZX7A/New-Tronics_Ltd__txnbke-23-42553__0001.0.pdf?mcid=tGE4TAMA OCTAVE MUSIC: $102MM Bank Debt Trades at 18% Discount ----------------------------------------------------- Participations in a syndicated loan under which The Octave Music Group Inc is a borrower were trading in the secondary market around 82.0 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $102.5 million facility is a Term loan that is scheduled to mature on April 1, 2030. The amount is fully drawn and outstanding. The Octave Music Group Inc provides in-venue interactive music and entertainment platform, and in-store background music. OFFSHORE SPARS: Gets OK to Hire Mueller & Company as Accountant --------------------------------------------------------------- Offshore Spars Co. and Eric Graczyk received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Mueller & Company, PC as their accountants. The firm will render these services: a. prepare the necessary federal and state corporate tax return(s) with supporting schedules; b. consult on bankruptcy issues related to finance, accounting and tax; c. determine eligibility for the employee retention tax credit; and d. other matters. Mueller & Company will be paid at its standard hourly rates. The firm will also be reimbursed for out-of-pocket expenses incurred. Kurt Mueller, a partner at Mueller & Company, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kurt Mueller Mueller & Company, PC 575 E. Big Beaver Rd., Suite 250 Troy, MI 48083 Tel: (248) 524-6000 Email: kurt@muellerpc.com About Offshore Spars Co. Offshore Spars Co. was established in 1976 and its primary business is designing and manufacturing carbon fiber and composite masts and booms for the global superyacht market. It has additional lines of business including replacement and service of standing and running rigging for yachts, e-commerce, and carbon fiber manufacturing for other industries, including the aerospace and automotive industries. Offshore Spars sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-44657) on May 23, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Offshore Spars President Eric Graczyk signed the petition. Judge Thomas J. Tucker oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C. represents the Debtor as legal counsel. OLYMPIC HOLDINGS: Case Summary & Four Unsecured Creditors --------------------------------------------------------- Debtor: Olympic Holdings, LLC 5141 Firestone Place South Gate CA 90280 Business Description: The Debtor is primarily engaged in acting as lessors of buildings used as residences or dwellings. Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-15520 Judge: Hon. Neil W Bason Debtor's Counsel: Jon H. Freis, Esq. LAW OFFICES OF JON H. FREIS 9454 Wilshire Blvd., Penthouse Beverly Hills CA 90212 Tel: 310-276-1218 Fax: 310-276-1961 Email: jon@jhflaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark Abbey Slotkin as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/AAUWX7A/Olympic_Holdings_LLC__cacbke-23-15520__0001.0.pdf?mcid=tGE4TAMA ORIGINCLEAR INC: Incurs $7.7 Million Net Loss in Second Quarter --------------------------------------------------------------- OriginClear, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.68 million on $1.83 million of sales for the three months ended June 30, 2023, compared to a net loss of $1.26 million on $3.17 million of sales for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $9.89 million on $3.84 million of sales compared to a net loss of $4.84 million on $4.40 million of sales for the six months ended June 30, 2022. As of June 30, 2023, the Company had $4.68 million in total assets, $28.69 million in total liabilities, $8.47 million in commitments and contingencies, and a total shareholders' deficit of $32.47 million. Originclear said, "The Company has not generated significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, raising additional capital and increasing sales. We obtained funds from investors during the six months ending June 30, 2023. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in case of equity financing." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1419793/000121390023070882/f10q0623_originclear.htm About OriginClear Headquartered in Clearwater, Florida, Originclear, Inc. -- www.originclear.tech -- is a water technology company which has developed in-depth capabilities over its 14-year lifespan. Those technology capabilities have now been organized under the umbrella of OriginClear Tech Group. OriginClear, under the brand of OriginClear Tech Group, designs, engineers, manufactures, and distributes water treatment solutions for commercial, industrial, and municipal end markets. OriginClear reported a net loss of $10.79 million for the year ended Dec. 31, 2022, compared to a net loss of $2.12 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $5.48 million in total assets, $22.45 million in total liabilities, $9.98 million in commitments and contingencies, and a total stockholders' deficit of $26.96 million. Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company suffered a net loss from operations and used cash in operations, which raises substantial doubt about its ability to continue as a going concern. OUTLOOK THERAPEUTICS: Incurs $20.7M Net Loss in Third Quarter ------------------------------------------------------------- Outlook Therapeutics, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $20.67 million for the three months ended June 30, 2023, compared to a net loss of $17.54 million for the three months ended June 30, 2022. For the nine months ended June 30, 2023, the Company reported a net loss of $45.99 million compared to a net loss of $51.71 million for the nine months ended June 30, 2022. As of June 30, 2023, the Company had $44.45 million in total assets, $49.95 million in total liabilities, and a total stockholders' deficit of $5.5 million. Outlook said, "The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $454,927,425 as of June 30, 2023. As of June 30, 2023, the Company had $35,908,170 of principal, accrued interest and exit fees due under an unsecured convertible promissory note issued in December 2022, maturing on January 1, 2024. As a result, there is 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/1649989/000155837023014866/otlk-20230630x10q.htm About Outlook Therapeutics Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc. -- http://www.outlooktherapeutics.com-- is a biopharmaceutical company working to develop the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010, its investigational ophthalmic formulation of bevacizumab, is approved, Outlook Therapeutics expects to commercialize it as the first and only on-label approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the United States, Europe, Japan and other markets. Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated Dec. 29, 2022, citing that the Company has incurred recurring losses and negative cash flows from operations and has an accumulated deficit, that raise substantial doubt about its ability to continue as a going concern. PARAMETRIC SOLUTIONS: Hires Kelley Fulton as Counsel ---------------------------------------------------- Parametric Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley Fulton Kaplan & Eller, P.L. as legal counsel. The firm's services include: (a) giving advice to the Debtor with respect to its powers and duties as a Debtor in possession and the continued management of its business operations; (b) advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) preparing motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protecting the interest of the Debtor in all matters pending before the court; and (e) representing the Debtor in negotiation with its creditors in the preparation of a plan. The firm will be paid $475 per hour for attorney fees and $155 per hour for paralegal fees, and a retainer of $37,500. The firm will also receive reimbursement for its out-of-pocket expenses. Dana Kaplan, Esq., a partner at Kelley Fulton Kaplan & Eller, P.L., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dana Kaplan, Esq. Kelley Fulton Kaplan & Eller, P.L. 1665 Palm Beach Lakes Blvd. Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: bankruptcy@kelleylawoffice.com About Parametric Solutions, Inc. Parametric Solutions, Inc. provides architectural, engineering, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16141) on August 3, 2023. In the petition signed by David Cusano, director, the Debtor disclosed $6,147,086i in assets and $5,597,168 in liabilities. Judge Mindy A. Mora oversees the case. Craig I. Kelley, Esq., at Kelley, Fulton and Kaplan, PL, represents the Debtor as legal counsel. PARAMOUNT RESTYLING: Unsecureds Will Get 16.8% of Claims in 3 Years ------------------------------------------------------------------- Paramount Restyling Automotive Inc. submitted a Third Amended Plan of Reorganization dated August 22, 2023. This Plan is a reorganization plan proposed by Paramount. On November 16, 2021, (a) the Debtors, together with Crius Automotive, Inc., Raptor Automotive Inc., Selket Automotive, Inc., and Shanxi Warner Ecommerce Warehousing, Inc. (the "Affiliates"), which are affiliates of the Debtors, executed a Loan and Security Agreement, Secured Promissory Note, and related loan documents, as amended from time to time (collectively, the "GC Loan Documents") in favor of GemCap (successor in interest to Industrial Financing Group, Inc.), and (b) Yang and Li each executed a Secured Guarantee (the "Guarantees") in favor of GemCap (successor in interest to Industrial Financing Group, Inc.). Pursuant to the GC Loan Documents, (a) GemCap provided revolving loans up to the maximum principal amount of $4 million (the "GC Loans") to the Debtors and the Affiliates, who are co-obligors on the GC Loans, and (b) GemCap obtained liens (each a "GC Lien" and collectively the "GC Liens") on all of the Paramount Assets, all of the assets of Warner (the "Warner Assets"), and all of the assets of the Affiliates (the "Affiliate Assets"). The majority of proceeds from the GC Loans were advanced to Paramount, which would disburse certain proceeds from the GC Loans to Warner and the Affiliates. Pursuant to the GC Loan Documents and the Subordination Agreement, GemCap obtained first priority liens on the Paramount Assets, the Warner Assets, and the Affiliate Assets to secure the obligations under the GC Loan Documents. The Plan will be funded by a combination of (1) proceeds from exit financing to be extended by GemCap to the Reorganized Debtor which is anticipated to be on the same terms and conditions as the GC Loan Documents, (2) the Debtor's cash on hand on the Effective Date, which may include proceeds from the DIP Loan, (3) payments by Warner to Paramount, Amazon, and/or GemCap pursuant to the terms of the Plans, (4) all of the Debtor's projected disposable income in the 3-year period beginning on the date that the first payment is due under the Plan, and (5) any net litigation recoveries. Class 1 consists of the Claim of GemCap. GemCap will provide exit financing to the Debtor effective as of the Effective Date on terms substantially similar to the terms of the GC Loan Documents. The proceeds of the exit financing will be used to satisfy the Debtor's prepetition and post-petition obligations to GemCap on the Effective Date. GemCap shall retain its GC Liens, as may be modified by the terms of the Plans. The claim will be satisfied in full from the proceeds of the exit financing on the Effective Date. Estimated Amount as of Effective Date after accounting for payments before the Effective Date, the terms of the Plans, and any DIP loan: $2,500,000. Class 4 consists of all non-priority general unsecured claims. Under the Plan, and in full settlement and satisfaction of all non-insider class 4 claims, allowed non-insider class 4 claims shall receive, over a 3-year period, the pro rata share of the aggregate sum of $780,000, payable quarterly each in the sum of $65,000, which results in an estimated pro rata distribution of approximately 16.8%. Payments to the holders of allowed non insider class 4 claims will be made on a quarterly basis starting in December 2023. Paramount estimates that allowed class 4 non-priority, non-insider general unsecured claims will total approximately $4,651,795. Class 4 non-priority general unsecured claims totaling approximately $5,374,419 asserted by insiders and affiliates (both as defined under Section 101) – i.e., 1410 East Holt, LLC, M. Yang, and Shanxi Warner Ecommerce Warehouse will be subordinated to the full payment of Paramount's nonpriority, non-insider general unsecured claims. A full-text copy of the Third Amended Plan dated August 22, 2023 is available at https://urlcurt.com/u?l=PBW19m from PacerMonitor.com at no charge. Debtor's Counsel: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: dln@lnbyg.com About Paramount Restyling Automotive Paramount Restyling Automotive Inc. is a manufacturer of automotive parts, accessories, and tires. Paramount Restyling Automotive and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10069) on Jan. 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, is the Debtor's legal counsel. PEACE EQUIPMENT: Taps Dewayne Conigan as Valuation Consultant ------------------------------------------------------------- Peace Equipment, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Dewayne Conigan as valuation consultant and appraiser. Mr. Conigan has agreed to conduct a valuation of the Debtor's equipment for a flat fee of $4,250; review and provide input as to the valuations from other appraisals and provide consulting services for an hourly fee of $175; and provide court testimony for an hourly fee of $250. As disclosed in court filings, Mr. Conigan is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. About Peace Equipment Peace Equipment, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24, 2023. In the petition signed by Alejandro G. Mascorro, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Reese W. Baker, Esq., at Baker and Associates as legal counsel and David Davila, CPA as tax preparer. PEAL BAY: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Peal Bay, LLC 21701 Stevens Creek Blvd., #2610 Cupertino, CA 95014 Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-50948 Judge: Hon. M. Elaine Hammond Debtor's Counsel: Paul Manasian, Esq. 1592 Union St. #91 San Francisco, CA 94123 Tel: 415-730-3419 Email: manasian@mrlawsf.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bethany Liou as managing member. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/S5STYRQ/Peal_Bay_LLC__canbke-23-50948__0001.0.pdf?mcid=tGE4TAMA PECF USS INTERMEDIATE: $2BB Bank Debt Trades at 17% Discount ------------------------------------------------------------ Participations in a syndicated loan under which PECF USS Intermediate Holding III Corp is a borrower were trading in the secondary market around 83.0 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on December 15, 2028. About $1.97 billion of the loan is withdrawn and outstanding. PECF USS Intermediate Holding III Corporation is the issuing entity for a debt extended to United Site Services Inc., a provider of portable sanitation and related site services. PEER STREET: Committee Hires Benesch as Delaware Counsel -------------------------------------------------------- The official committee of unsecured creditors of Peer Street, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel. The firm's services include: a. providing legal advice, in conjunction with Morrison & Foerster, LLP, where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as Benesch to be involved in all aspects of the bankruptcy proceedings; b. drafting, reviewing and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; c. assisting and advising the Committee in its consultation with Morrison & Foerster and the U.S. Trustee relative to the administration of these cases; d. drafting, filing, and serving documents as requested by Morrison & Foerster and the Committee; e. assisting the Committee and Morrison & Foerster, as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization or liquidation, or a sale of the Debtors' assets; f. compiling and coordinating delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and/or requests; g. appearing in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Morrison & Foerster; h. monitoring the case docket and coordinating with Morrison & Foerster and any other professional retained by the Committee on matters impacting the Committee; i. participating in calls with the Committee; j. preparing, updating and distributing critical dates memoranda and working group lists; k. handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Morrison & Foerster on any necessary responses; and l. providing additional support to Morrison & Foerster, other Committee professionals, and the Committee, as requested. The firm will be paid at these rates: Jennifer R. Hoover, Partner $815 per hour Kevin M. Capuzzi, Partner $640 per hour John C. Gentile, Associate $525 per hour Juan Martinez, Associate $405 per hour LouAnne Molinaro, Paralegal $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The firm is developing a budget and staffing plan that will be presented to the Committee in conjunction with Morrison & Foerster. Jennifer R. Hoover, Esq., a partner at Benesch Friedlander Coplan & Aronoff LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jennifer R. Hoover, Esq. Kevin M. Capuzzi, Esq. John C. Gentile, Esq. Benesch Friedlander Coplan & Aronoff LLP 1313 North Market Street, Suite 1201 Wilmington, DE 19801 Tel: (302) 442-7010 Fax: (302) 442-7012 Email: jhoover@beneschlaw.com kcapuzzi@beneschlaw.com jgentile@beneschlaw.com About Peer Street, Inc. Headquartered in El Segundo, Calif., Peer Street, Inc. is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. Peer Street, Inc., and 14 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10815) on June 26, 2023. The cases are pending before Judge Laurie Selber Silverstein. In its petition, Peer Street reported $50 million to $100 million in both assets and liabilities. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Kramer Levin Naftalis & Frankel, LLP as legal counsels; and David Dunn of Province, Inc. as chief restructuring officer. Stretto, Inc. is the Debtors' 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 Chapter 11 cases of Peer Street, Inc. and its affiliates. The Committee hires Morrison & Foerster LLP as counsel. Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel. IslandDundon LLC as financial advisor. PEER STREET: Committee Hires IslandDundon LLC as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of Peer Street, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ IslandDundon LLC as financial advisor. The firm will provide these services: a. assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; e. assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; f. assist the Committee to analyze, classify and address claims against the Debtors and to participate effectively in any effort in these chapter 11 cases to estimate, in any formal or informal sense, contingent, unliquidated, and disputed claims; g. assist the Committee to identify, preserve, value, and monetize tax assets of the Debtors, if any; h. advise the Committee in negotiations with the Debtors, certain of the Debtors' lenders, and third parties; i. assist the Committee in reviewing the Debtors' financial reports; j. assist the Committee in reviewing the Debtors' cost/benefit analysis with respect to the assumption or rejection of various executory contracts and leases; k. review and provide analysis of the present and any subsequently proposed debtor-in-possession financing or use of cash collateral; l. assist the Committee in evaluating and analyzing avoidance actions, including fraudulent conveyances and preferential transfers; m. assist the Committee in investigating alleged encumbrances upon assets; n. review and provide analysis of any proposed disclosure statement and chapter 11 plan and, if appropriate, assist the Committee in developing an alternative chapter 11 plan; o. attend meetings and assist in discussions with the Committee, the Debtors, the secured lenders, the U.S. Trustee and other parties in interest and professionals; p. present at meetings of the Committee, as well as meetings with other key stakeholders and parties; q. perform such other advisory services for the Committee as may be necessary or proper in these proceedings, subject to the aforementioned scope; and r. provide testimony on behalf of the Committee as and when may be deemed appropriate. The firm will be paid at these rates: Principal $890 per hour Managing Director and Senior Adviser $790 per hour Senior Director $700 per hour Director $650 per hour Associate Director $550 per hour Senior Associate $475 per hour Associate $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew Dundon, a principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Telephone: (917) 838-1930 Email: md@dundon.com About Peer Street, Inc. Headquartered in El Segundo, Calif., Peer Street, Inc. is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. Peer Street, Inc., and 14 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10815) on June 26, 2023. The cases are pending before Judge Laurie Selber Silverstein. In its petition, Peer Street reported $50 million to $100 million in both assets and liabilities. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Kramer Levin Naftalis & Frankel, LLP as legal counsels; and David Dunn of Province, Inc. as chief restructuring officer. Stretto, Inc. is the Debtors' 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 Chapter 11 cases of Peer Street, Inc. and its affiliates. The Committee hires Morrison & Foerster LLP as counsel. Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel. IslandDundon LLC as financial advisor. PEER STREET: Committee Hires Morrison & Foerster as Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Peer Street, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Morrison & Foerster LLP as counsel. The firm's services include: (a) advising the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (b) assisting and advising the Committee in its consultation with the Debtors relative to the administration of these Chapter 11 Cases; (c) attending meetings and negotiating with the representatives of the Debtors and other parties in interest; (d) assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs; (e) assisting and advising the Committee in connection with any sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code; (f) assisting the Committee in the review, analysis, and negotiation of any Chapter 11 plan(s) of reorganization or liquidation that may be filed and assisting the Committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan(s); (g) taking all necessary action to protect and preserve the interests of the Committee, including: (i) possible prosecution of actions on its behalf; (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; (h) generally preparing on behalf of the Committee all necessary motions, applications, answers, orders, reports, replies, responses, and papers in support of positions taken by the Committee; (i) appearing, as appropriate, before this Court, the appellate courts, and the U.S. Trustee, and protecting the interests of the Committee before those courts and before the U.S. Trustee; and (j) performing all other necessary legal services in these cases as may be directed by the Committee. The firm will be paid at these rates: Partners and Senior Of Counsel $1,200 to $2,050 per hour Of Counsel $1,050 to $1,650 per hour Associates $710 to $1,130 per hour Paraprofessionals $340 to $560 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Committee and the firm expect to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, and any other orders of the Court, recognizing that in the course of these Chapter 11 Cases there may be unforeseeable fees and expenses that will need to be addressed by the Committee and the firm. Lorenzo Marinuzzi, Esq., a partner at Morrison & Foerster LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Lorenzo Marinuzzi, Esq. Benjamin Butterfield, Esq. Raff Ferraioli, Esq. Martha E. Martir, Esq. Morrison & Foerster LLP 250 West 55th Street New York, NY 10019-9601 Tel: (212) 468-8000 Fax: (212) 468-7900 Email:lmarinuzzi@mofo.com bbutterfield@mofo.com rferraioli@mofo.com mmartir@mofo.com About Peer Street, Inc. Headquartered in El Segundo, Calif., Peer Street, Inc. is a technology platform that democratizes access to real estate debt investments. The company's unique technology-driven marketplace enables investors to diversify their capital in a fixed-income asset class that had previously been difficult for individuals to access. Peer Street, Inc., and 14 affiliated debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10815) on June 26, 2023. The cases are pending before Judge Laurie Selber Silverstein. In its petition, Peer Street reported $50 million to $100 million in both assets and liabilities. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Kramer Levin Naftalis & Frankel, LLP as legal counsels; and David Dunn of Province, Inc. as chief restructuring officer. Stretto, Inc. is the Debtors' 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 Chapter 11 cases of Peer Street, Inc. and its affiliates. The Committee hires Morrison & Foerster LLP as counsel. Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel. IslandDundon LLC as financial advisor. PERFORMANCE RESULTS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Performance Results Plus, Inc. 1700 Joyce Ave. Columbus, OH 43219 Business Description: The Debtor owns and operates a hydraulic machine shop. Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-52960 Judge: Hon. C. Kathryn Preston Debtor's Counsel: John W. Kennedy, Esq. STRIP HOPPERS LEITHART MCGRATH & TERLECKY CO., LPA 575 S. Third St Columbus, OH 43215 Tel: 614-228-6345 Fax: 614-228-6369 Total Assets as of March 31, 2023: $3,219,882 Total Liabilities as of March 31, 2023: $3,128,718 The petition was signed by Michael L. Adkins as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7FBAQDQ/Performance_Results_Plus_Inc__ohsbke-23-52960__0001.0.pdf?mcid=tGE4TAMA POLYMER EXTRUSION: Exclusivity Period Extended to November 22 ------------------------------------------------------------- Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida extended Polymer Extrusion Technology Incorporated's exclusive filing period to November 22, 2023 and the Debtor's exclusive solicitation period to January 21, 2023. Polymer Extrusion Technology Incorporated is represented by: David A. Ray, Esq. DAVID A. RAY, P.A. 303 Southwest 6th Street Fort Lauderdale, FL 33315 Tel: (954) 399-0105 Email: dray@draypa.com About Polymer Extrusion Technology Incorporated Polymer Extrusion Technology Incorporated, doing business as Glasslam, is engaged in plastic products manufacturing. The company is based in Pompano Beach, Fla. Polymer filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12348) on March 27, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Violet Howes, director at Polymer, signed the petition. Judge Scott M. Grossman presides over the case. The Debtor tapped David A. Ray, Esq., at David A. Ray, PA as bankruptcy counsel and John D. Heffling, Esq., at Hall Booth Smith, PC as special appellate counsel. PONCE BAKERY: Hires Modesto Bigas Law Office as Counsel ------------------------------------------------------- Ponce Bakery, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Modesto Bigas Law Office as counsel. The firm will provide legal services and represent the Debtor in the Chapter 11 bankruptcy proceedings. Modesto Bigas Law will be paid at the hourly rate of $250, and will also be reimbursed for reasonable out-of-pocket expenses incurred. Modesto Bigas Law will be paid a retainer in the amount of $3,000. Modesto Bigas Mendez, Esq., partner of Modesto Bigas Law Office, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Modesto Bigas Law can be reached at: Modesto Bigas Mendez, Esq. Modesto Bigas Law Office PO Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com About Ponce Bakery, Inc. Ponce Bakery, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. POWER STOP: $395MM Bank Debt Trades at 17% Discount --------------------------------------------------- Participations in a syndicated loan under which Power Stop LLC is a borrower were trading in the secondary market around 82.9 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $395 million facility is a Term loan that is scheduled to mature on January 26, 2029. The amount is fully drawn and outstanding. Power Stop LLC manufactures and distributes auto parts. The Company offers brake pads and calipers, rotor kits, sensors wires, and other braking systems for cars, trucks, SUVs, duty trucks and tows, and utility vehicles. PREMIER MEDICAL: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Premier Medical, Inc. and Firstox Laboratories, LLC ask the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral and provide adequate protection. The cash collateral will be used to, among other things: (i) pay Premier's payroll on a go-forward basis; (ii) pay rent and management fees; (iii) collect on outstanding accounts receivable; (iv) maintain and preserve its equipment and inventory, including the payment of insurance; and (v) otherwise maintain Premier's facility and preserve its property. Regency Finance LLC contends it holds three secured loans to Premier and two non-debtor entities, Diversified Property Ventures, LLC and Diversified Properties 2, LLC pursuant to which Regency asserts it holds a security interest in substantially all of Premier's personal property. Regency contends that, as of July 26, 2023, the indebtedness due under the Notes was approximately $20.3 million. Regency further contends that the Regency Loans are secured by mortgages and assignment of rents on two parcels of real property owned by the Non-Debtor Borrowers, as well as a perfected security interest in all personal property of Premier. According to the documents provided by Regency, both the mortgages on the real property and the UCC-1 financing statements governing the collateral were filed on November 15, 2021. The mortgages state that they secure all obligations due under the Loan and Security Agreement up to $40 million, including all of the Regency Loans. Post-petition, in early August 2023, Regency foreclosed on the real property located at 315 Tanner Way, Greenville, South Carolina owned by one of the Non-Debtor Borrowers and that was collateral for the Regency Loans. The foreclosure reduced the indebtedness due under the Regency Loans in the amount of approximately $14.5 million. Therefore, as of the filing of the Motion, the maximum indebtedness due under the Regency Loans is approximately $5.8 million. The remaining parcel of real property that is collateral for the Regency Loans is owned by non-debtor Diversified Properties 2, LLC, and is located at 6000 Pelham Road, Greenville South Carolina. Premier believes that this property is worth at least between $6 million and $7 million. Certain other creditors may also assert a security interest and lien in Premier's accounts and accounts receivable that are subordinate and junior to the lien of Regency. According to Premier's records, the Junior Lienholders may include, without limitation, the following parties that may assert an interest in Premier's cash collateral: a. Cloudfund LLC; b. Legacy Capital 26, LLC; c. Radla Capital LLC; and d. Vox Funding SPV1, LLC. The Debtor proposes to provide Regency and the Junior Lienholders a variety of adequate protection to protect their interests from any diminution in value of the Debtor's property resulting from the sale, lease, or use of the cash collateral by the Debtor and the imposition of the automatic stay. The Debtor intends to provide adequate protection, to the extent of any diminution in value, to the Prepetition Secured Parties' collateral for the use of cash collateral by providing the Prepetition Secured Parties post-petition liens pursuant to 11 U.S.C. section 361(2) in cash and other assets generated by or received by the Debtor from the collateral subsequent to the Petition Date, but only to the extent that the Prepetition Secured Parties had a valid, perfected prepetition lien and security interest in such collateral as of the Petition Date and only to the extent that the diminution in value was not caused, in whole or in party by the Prepetition Secured Parties. The priority of any post-petition replacement liens granted to a secured party will be the same and in the same priority as existed as of the Petition Date. Further, the Debtor intends to provide adequate protection, to the extent of any diminution in value to Regency's collateral (only to the extent that (i) Regency has a claim allowable under Section 507(a); and (ii) the diminution in value is not caused by Regency's actions or refusal to allow Debtor to pay debts necessary to preserve its collateral) for the use of cash collateral by providing Regency a super-priority administrative expense claim pursuant to 11 U.S.C. section 507(b). The Super-Priority Administrative Expense claim will be superior to all other allowed administrative expense claims and unsecured claims with the exception of the Carve-Out for U.S. Trustee fees and professional fees incurred by Premier and its estate. Regency is also adequately protected through a significant equity cushion in the collateral securing the Regency Loans. As of the filing of the Motion, the amount due under the Regency Loans, exclusive of attorney's fees and costs, can be no more than approximately $5.8 million. As a result, Regency has a significant equity cushion that could be as much as approximately $16.438 million. In any event, there can be no dispute that a sizeable equity cushion exists, providing Regency with adequate protection for Premier's use of the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=bTyLzM from PacerMonitor.com. About Premier Medical, Inc. Premier Medical, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. N.D. Tex. Case No. 23-42096) on July 20, 2023. In the petition signed by John Michael Cataldi, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones LLP, represents the Debtor as legal counsel. PRESBYTERIAN VILLAGE: Fitch Affirms 'BB' IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Presbyterian Villages of Michigan Obligated Group's (PVM OG) Issuer Default Rating (IDR) at 'BB'. Fitch has also affirmed the following PVM OG bonds at 'BB': - $17.8 million series 2020A revenue bonds issued by the Public Finance Authority (Wisconsin); - $28.2 million of series 2015 revenue bonds issued by the Michigan Finance Authority. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Presbyterian Villages of Michigan Obligated Group (MI) LT IDR BB Affirmed BB Presbyterian Villages of Michigan Obligated Group (MI) /General Revenues/1 LT LT BB Affirmed BB The 'BB' IDR reflects PVM OG's soft financial profile in the context of its midrange revenue defensibility and weak operating risk profile assessments. Fitch sees 2024 as a transitional year. The Harbor Inn expansion on the East Harbor campus is not filling as expected. This, combined with sector-wide labor and inflationary pressures, may soften operations, possibly pushing the financial profile below acceptable levels for the 'BB' rating. The slow fill at Harbor Inn expansion suggests weak marketing momentum. For the quarter ended June 30, 2023, 64% (62/96) of the expansion units were occupied. Harbor Inn was not presold because it is a rental community. Occupancy in the neighboring East Harbor ILUs has softened to the high 80% range from levels above 90% historically. Historically, PVM has relied on stronger operations at East Harbor combined with robust philanthropy and governmental support have buoyed softer operations on the Westland campus. To meet the low-income housing needs in the Westland campus' market, management expects to sell nearly half of the existing independent living units (ILUs) and vacant land to an affiliated Low Income Housing Tax Credit (LIHTC) development controlled and managed by PVM, outside the obligated group. As anticipated, the transaction will likely include recurring annual management and technology fees paid to the PVM OG. The sale is expected to occur in early 2024. SECURITY The bonds are secured by a pledge of unrestricted receivables, a mortgage on certain properties and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Mixed Market Assessments PVM OG includes two contrasting campuses: East Harbor and Westland. Historically, East Harbor's revenue defensibility has been stronger than Westland's, though 2023 has been a transitional year for both communities. IL occupancy softened on the East Harbor campus from the mid 90% range to the high 80% range, and strengthened on the Westland campus from the low 80% range to the high 90% range. Flagging occupancy at the Harbor Inn expansion indicates possible deterioration in demand. While Fitch still considers revenue defensibility mid-range, failure to achieve a minimum of 90% occupancy at the expansion before 2025 could pressure the assessment to weak. The service areas differ for each campus as well. Westland primarily targets middle to low-income residents due to its challenged primary service area. Conversely, East Harbor is in a strong market area with favorable demographic characteristics. While competitors are present in the broader area, competition is somewhat limited in the communities immediately surrounding Westland and East Harbor. PVM OG mostly offers rental contracts, limiting exposure to local housing market volatility. Rate increases occur regularly. Operating Risk - 'bb' Pressured Operations; Adequate Capital-Related Metrics Fitch's assessment of PVM OG's operating risk reflects its soft historical operating performance within the context of its rental contract mix. Over the last five fiscal years, PVM OG's operating ratio averaged 106%, its net operating margin (NOM) averaged negative 5.3% and its NOM- adjusted margin has averaged negative 5.3%, reflecting de minimus net entrance fee receipts. These ratios are consistent with a below investment grade rating and a weak operating assessment. If labor and inflationary pressures persist, along with operating stress at the Harbor Inn expansion, Fitch expects operating losses to deteriorate PVM's balance sheet below acceptable levels for the 'BB' rating category. PVM OG actively pursues grant revenue from governmental agencies and runs contribution campaigns to increase its operating revenue and fund large capital projects. Fitch considers the additional funds volatile and expects them to only modestly enhance future revenue. PVM OG has a history of good capital investment, balanced against a somewhat elevated average age of plant of about 18 years. PVM OG reported it has no additional debt plans over the Outlook period. PVM OG's average capital-related metrics from fiscal 2018 through 2022 (revenue only MADS coverage of 1.6x, debt-to-net available of 9.9x and MADS at 10.4% of revenues) indicate moderate ability to absorb routine capital needs in the context of its current operations. Financial Profile - 'bb' Modest Financial Profile PVM OG's midrange revenue defensibility and weak operating risk assessments indicate that it has little ability to absorb any deterioration in its financial profile at its current rating. The stress of filling its expansion along with continued labor and inflationary pressures and any disruption to governmental and philanthropic assistance could weaken the balance sheet, triggering a downgrade. Fitch calculated MADS coverage has been consistent with the weak assessment, averaging approximately 1.6x over the past five years. PVM OG's balance sheet has fluctuated over the past several years which is consistent with the 'BB' rating and 'bb' financial profile assessment. DCOH has varied from 120 DCOH in 2019 to 250 DCOH in 2021. Cash to adjusted debt has similarly fluctuated between 28.9% in 2022 to 52.4% in 2020. Unrestricted cash represented 144 DCOH at FY 2022, which is below the 200 DCOH threshold for a neutral liquidity assessment. Therefore, PVM has a 'weaker' liquidity assessment. Asymmetric Additional Risk Considerations Medicaid has comprised over 40% of PVM's payor mix in 2022 and the first six months of 2023, constituting an asymmetric risk consideration. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Cash-to-adjusted debt approaching 35%; - MADS coverage below 1x; - Failure to meet any bond covenant; - Occupancy sustained below 75% at the Harbor Inn expansion without expectation for improvement; - Deterioration in combined ILU occupancy below 70%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The Outlook may be revised to Positive if cash-to-adjusted debt stabilizes above 50%, MADS coverage is consistently above 1.2x and occupancy at the Harbor Inn expansion is sustained above 86%. PROFILE PVM OG is an aging services network and is headquartered in Southfield, MI. It consists of PVM Corporate, the PVM Foundation, continuing care retirement communities in Westland and Chesterfield (East Harbor), Weinberg Green Houses and Presbyterian Village North (which owns 13 acres of undeveloped land and a general partner and limited partner interest in two Low Income Housing Tax Credit non-OG entities). The two PVM OG campuses total 385 independent rental units (including Harbor Inn), 116 assisted living units (ALU) and 102 skilled nursing (SNF) beds. With the issuance of the series 2020 bonds, PVM OG added the following entities: - Harry and Jeanette Weinberg Green Houses (WGH) at Rivertown located in Detroit. PVM is the sole member of WGH. WGH was completed in 2017 and consists of 21 studio apartments; - Harbor Inn, Chesterfield Township, Michigan. Presbyterian Village East is the sole member of Harbor Inn. The capital project that the bonds will primarily fund will support Harbor Inn which added 96 independent living apartments and ranch homes on the Village of East Harbor campus. PVM OG also has an ownership interest in approximately 2,021 ILUs and ALUs through nonobligated entities and an equity interest in two Program of All-Inclusive Care for the Elderly (PACE) serving over 2,000 participants. PVM manages 486 ILUs and ALUs for which it does not have an ownership interest. All PVM owned and managed properties are in Michigan. PVM OG recorded $31.9 million in operating revenue in fiscal 2022 (Dec. 31 year-end). Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. 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. PRIMO WATER: S&P Upgrades ICR to 'B+' on Continued Deleveraging --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Tampa, Fla.-based pure-play water solutions provider Primo Water Corp. to 'B+' from 'B'. At the same time, S&P raised its issue-level rating on Primo's senior unsecured debt to 'B+' from 'B'. The positive outlook reflects S&P's expectation that Primo will continue to grow revenue and EBITDA from increased demand trends, and improve S&P Global Ratings-adjusted EBITDA margins above 20%, underpinned by a strong focus on sales and marketing initiatives. The rating action reflects Primo's improved operating performance and credit measures. For the first half of the year (ended July 1, 2023), Primo increased its water direct and water refill revenue by 9% and 19%, respectively, year-over-year by raising prices in response to inflationary cost pressures. Despite the higher pricing, the company's water direct customer retention ratio remained consistent at 85% from fiscal year 2022, which indicates lower price elasticity to their products. Primo's water direct and exchange business should remain solid owing to steady growth in both its residential and commercial customer segments. Growth in the residential segment is bolstered by higher sales of water dispensers (up 4% year-over-year in second quarter 2023), which should lead to visible recurring revenue (following the "razor-razorblade" model) over the medium term as Primo services these new customers with its water direct and exchange business. Meanwhile, S&P expects the commercial business will return to pre-pandemic levels over the next year or two. With mid-single-digit topline growth from pricing initiatives and strategic partnerships (e.g. Costco) and operational efficiencies, S&P expects incremental EBITDA generation in the 15% range from 2022 levels. S&P said, "Primo`s strategy and leverage target should support deleveraging in the next 12-18 months. We forecast Primo's EBITDA growth will lead to improved S&P Global Ratings-adjusted leverage in the 3.0x-3.5x area for the next 12 months--which leads us to revise the financial risk profile on the company to significant from aggressive. The company's operations were resilient through the pandemic with strong operating performance and a supportive financial policy that resulted in S&P Global Ratings-adjusted leverage of 4.0x at the end of 2022. Based on our current base-case assumptions and Primo's reduced prospective acquisition spend of around US$30 million, we expect S&P Global Ratings-adjusted leverage to improve to around 3.5x in the next 12 months. We calculate on a gross leverage basis and inclusion of lease liabilities, and hence our calculated leverage is 0.6x-0.7x higher than management's calculated leverage. Since 2017, Primo has expanded its market share, geographically diversified its operations, and achieved earnings stability through debt-funded acquisitions, which ultimately resulted in increased leverage. However, the company has successfully integrated the acquired assets and benefited from organic and inorganic growth, as customer consumption has shifted towards health and wellness, with concerns about deteriorating water quality. "With improved profitability, we forecast improving FOCF. Primo's EBITDA margins improved by 100 basis points (bps) year-over-year driven by its pricing initiatives and variable cost structure. We expect margins improvement to continue above 20% in the next 12 months through operational efficiencies like Automated Route Optimization (ARO), which increases the number of customers served with fewer resources. In addition, we expect Primo will make increased investments of $200 million-$225 million towards driving digital growth, innovation towards more efficient water production lines, and branding its existing units. Primo generated about US$120 million in adjusted FOCF in the 12 months ending second-quarter fiscal 2023, and despite the increased capital investments in the next 12 months, we expect the company will generate robust free cash flow, with adjusted FOCF/debt in the range of 5%-10% through fiscal 2024. We also expect the company to return some value to shareholders in fiscal 2023, through US$50 million in dividends and another US$50 million under the board approved share repurchase program, funded by the company's balance sheet cash and our expectations for FOCF generation. "Activist shareholder risk has abated. Primo and an activist investor (Legion Partners, owner of about 1.5% of Primo shares) have reached an agreement with a focus on customer growth and improved profitability of the company. Therefore, our earlier views on the risks concerning Primo's board of directors' selection and the uncertainty regarding the impact on its financial policy have abated. As a result, we believe the company's financial policy with a target net leverage of 2.5x (3.3x on an S&P Global Ratings-adjusted basis) by fiscal 2024 is likely to be sustainable. "The positive outlook reflects our view that elevated demand from residential customers and pricing initiatives would enable Primo to deliver robust operating results. It also incorporates our expectation that the company will reduce leverage to 3.0x-3.5x range for the next 12 months, reflecting steady EBITDA growth and a disciplined acquisitive strategy. "We could revise the outlook to stable if the company's debt-to-EBITDA ratio weakens to high 3.0x area due to underperformance in the existing or acquired business (Diamond Springs) or because of a sizable debt-funded acquisition. We believe that, in the case of underperformance, such a scenario would be precipitated by more than 300 bps of margin pressure. "We could consider an upgrade in the next 12-18 months if Primo expands its scale of operations and improve its overall business diversity in terms of product categories, region, and distribution, while increasing its profitability sustainably. An upgrade would also depend on the company's ability to improve debt to EBITDA to low 3.0x area while maintaining FOCF to debt in the 10%-15% range." PROPERTY ADVOCATES: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- The Property Advocates, P.A. asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, for authority to use cash collateral and provide adequate protection to Scot Strems. The Debtor will require the use of approximately $975,000 of cash collateral to continue to operate its business for the next five weeks, and, depending on the month, a greater or lesser amount will be required for each comparable period thereafter. The Debtor will use the cash collateral to pay operating expenses pending a final hearing on the Motion. Strems may assert a first priority security interest in the Debtor's accounts and accounts receivable by virtue of a Security Agreement dated July 9, 2020 that purports to create a lien on the Debtor's personal property to secure a Promissory Note of even date in the amount of $40 million. The purported lien facially described in the Security Agreement was never perfected by the filing of a Florida Uniform Commercial Code Financing Statement Form. In an abundance of caution, the Debtor seeks permission to utilize funds that may be asserted by Strems as constituting cash collateral. The cash collateral the Debtor seeks to use is comprised of cash on hand and funds to be received from its accounts receivables during the Debtor's normal operations that may be encumbered by the lien claimed by Strems. To the extent that adequate protection for the use of cash collateral may be required, the Debtor proposes to grant Strems a replacement lien to the extent of any diminution in value, with such liens to have the same validity, extent, and priority as his pre-petition liens. The Debtor will operate on a positive cash flow basis during the interim five-week period and asserts all interests on cash collateral are adequately protected by the replacement lien. The interests of Strems will be further adequately protected by: (i) standard reporting requirements; (ii) continued maintenance of the Debtor's assets; and (iii) increased value of the Debtor's assets as a result of reorganization. A copy of the Debtor's motion and budget is available at ttps://urlcurt.com/u?l=NEGxHR from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $185,728 for the week ending September 1, 2023; $10,156 for the week ending September 9, 2023; $10,156 for the week ending September 16, 2023; $10,156 for the week ending September 23, 2023; and $10,156 for the week ending September 30, 2023. About The Property Advocates, P.A. The Property Advocates, P.A. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. S.D. Fla. Case No. 23-16797-RAM) on August 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, represents the Debtor as legal counsel. PROTERRA INC: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------- Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Proterra, Inc. and Proterra Operating Company, Inc. The committee members are: 1. Power Electronics USA, Inc. Attn: Mr. Carlos Llombart 1510 N. Hobson Ave Gilbert, AZ 85233 Phone: (840) 369-3492 Email: cllombart@power-electronics.com 2. Michele Thorne Attn: Benjamin Haber, Esq. Wilshire Law Firm 3055 Wilshire Blvd., 12th Floor Los Angeles, CA 90010 Phone: (213) 381-9988 Email: benjamin@wilshirelawfirm.com 3. TPI, Inc. Attn: Mr. Jerry Lavine 373 Market Street Warren, RI 02885 Phone: (248) 210-3988 Email: j.lavine@tpicomposites.com 4. Sensata Technologies, Inc. Attn: Justin Colson 529 Pleasant Street Attleboro, MA 02730 Phone: (508) 212-8398 Email: jcolson@sensata.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 Proterra Inc. Proterra Inc.'s business involves designing, manufacturing and selling electric transit buses and components, batteries, and electric drive trains; and providing and selling related products and services. Proterra Inc. and its affiliate, Proterra Operating Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120). At the time of the filing, the Debtors reported $500 million to $1 billion in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel. The Debtors also tapped FTI Consulting, Inc. as financial advisor; Moelis & Company, LLC as investment banker; and Kurtzman Carson Consultants, LLC as claims, noticing and administrative agent. RIHH LLC: Seeks Cash Collateral Access -------------------------------------- RIHH, LLC asks the U.S. Bankruptcy Court for the District of New Jersey for authority to use cash collateral and provide adequate protection to AmerisourceBergen Drug Corporation. Pre-Petition Amerisource Bergen Drug Corp has a valid, perfected and secured lien and security interest in the Debtor's assets securing the Debtor's indebtedness in the approximate amount of $2.4 million as of the Petition Date. The Debtor requires the use of cash collateral to (a) maintain and preserve its business assets, and (b) continue operation of its business, including payroll and payroll taxes, insurance expenses and monthly adequate protection payments to ABDC as reflected in the Cash Collateral Budget, as well as statutory fees pursuant to 28 U.S.C. Section 1930(a)(6). As adequate protection for use of the cash collateral, ABDC will be granted a replacement perfected security interest under 11 U.S.C. Section 361(2) in all post-petition assets of the Debtor. To the extent the adequate protection provided for proves insufficient to protect ABDC's interest in and to the cash collateral, ABDC will have a super-priority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. Section 1930(a)(6). Excluded from this super-priority administrative claim are any causes of action arising under Chapter 5 of the Bankruptcy Code. The liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of ABDC taking possession, filing financing statements or other documents. Beginning September 15, 2023, the Debtor will be required to continue to make its regular monthly payment(s) to ABDC as adequate protection payments in the amount of approximately $25,000/month, for the duration of the Order. A copy of the motion is available at https://urlcurt.com/u?l=XryZGz from PacerMonitor.com. A copy of the proposed order is available at https://urlcurt.com/u?l=mQYlVq from PacerMonitor.com. About RIHH, LLC RIHH, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-17209) on August 21, 2023. In the petition signed by Fabian A. Herrera, CEO, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. E. Richard Dressel, Esq., at Lex Nova Law, LLC, represents the Debtor as legal counsel. SINCLAIR TELEVISION: $740MM 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 25, 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. SKIN LOGIC: Seeks to Use $4,853 of Cash Collateral -------------------------------------------------- Skin Logic, LLC asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, for authority to use cash collateral of up to the full $4,853 for a period of eight weeks. Skin Logic has some $2.475 million in assets, juxtaposed to $936,606 in secured debt obligations. This is a bankruptcy precipitated by vexatious state court litigation, where the Debtor operates a well-regarded - and generally profitable - spa in Loudoun County, Virginia. Skin Logic generates ample revenue through its ordinary business affairs, and holds assets palpably greater than its liabilities (excepting two oversized, heavily disputed litigation claims). And it is thusly altogether sensible to permit the Debtor ongoing use of the cash collateral subject to the liens of three secured creditors. To be sure, Skin Logic enters bankruptcy with less than $5,000 in cash on hand, while averaging $32,737 in weekly income, against $22,057 in weekly expenses, since the beginning of July 2023. It is not merely that the amount of cash collateral implicated in this case is, within the relative prism of Chapter 11 proceedings, vanishingly small; it is, too, that the Debtor's ordinary business operations generate monies more-than- sufficient to afford adequate protection to the three creditors secured by UCC liens on Skin Logic's cash and cash equivalents. As adequate protection, the U.S. Small Business Administration, EagleBank, and Cadence Bank will b granted a replacement lien . A copy of the motion is available at https://urlcurt.com/u?l=QQZ3J3 from PacerMonitor.com. About Skin Logic, LLC Skin Logic, LLC provides medical aesthetics and skin enrichment medical services. The Company offers consultations and clinical treatments conducted by medical aestheticians, massage therapists, aesthetic nurse practitioners, plastic surgeons, and other licensed professionals. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-11352) on August 24, 2023. In the petition signed by Valeria Gunkova, managing member, the Debtor disclosed $2,475,296 in total assets and $19,101,671 in total liabilities. Maurice Verstandig, Esq., at The Belmont Firm, represents the Debtor as legal counsel. SOHA HOUSE: Hires North Point as Special Real Estate Broker ----------------------------------------------------------- Soha House LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ North Point Real Estate Group as special real estate broker. The firm will market and sell the Debtor's real property located 343 West 47th Street, New York, NY 10036. The firm will be paid a retainer of $20,000, and will be paid a commission of 4 to 5 percent of the gross purchase price of the property. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Greg Corbin, a partner at North Point Real Estate Group, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Greg Corbin North Point Real Estate Group 688 Main Street, Suite 3 Westbrook, ME 04092 Telephone: (207) 887-9543 About Soha House LLC The Debtor is engaged in activities related to real estate. Soha House LLC in New York, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11086) on July 11, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Fang Zou as manager, signed the petition. Judge John P. Mastando III oversees the case. DAVIDOFF HUTCHER & CITRON LLP serve as the Debtor's legal counsel. SOUTH AMERICAN BEEF: Hires CBIZ MHM as Non-Income Tax Accountant ---------------------------------------------------------------- South American Beef, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire CBIZ MHM, LLC, as its special non-income tax accountant. CBIZ will provide non-income tax advice in regard to Debtor's current potential state and federal tax liabilities. The firm will charge a post-petition flat fee of $20,000 for all fees, costs, and expenses. As disclosed in the court filings, CBIZ is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14). The firm can be reached through: Josh Littlejohn, Esq. CBIZ MHM, LLC 5100 Poplar Ave., 30th Floor Memphis, TN 38137 Phone: 901-685-5575 Fax: 901-685-5583 About South American Beef South American Beef, Inc. specializes in the purchase, import and sales of high-quality beef, lamb, goat, mutton, veal, seafood, and poultry game meats. The company is based in West Des Moines, Iowa. South American Beef sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Iowa Case No. 22-01341) on Dec. 13, 2022, with $23,567,773 in assets and $23,993,243 in liabilities. Alejandra M. Vidal-Soler, president of South American Beef, signed the petition. Judge Anita L. Shodeen oversees the case. Jeffrey D. Goetz, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC and Moglia Advisors serve as the Debtor's legal counsel and financial advisor, respectively. On Feb. 1, 2023, the U.S. Trustee appointed an official committee of unsecured creditors in this case. The committee tapped Levenfeld Pearlstein, LLC and Spencer Fane LLP as its legal counsels and Dundon Advisers, LLC as its financial advisor. STEEPOLOGIE LLC: Seeks Cash Collateral Access --------------------------------------------- Steepologie, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral to pay normal operating expenses related to operating an indoor shooting range and so it can continue to provide these services to its customers. The company embarked upon an aggressive program of growth and signed leases for many locations which were never opened. In other instances, the Debtor has surrendered possession of its locations. The Debtor's counsel located one UCC-1 financing statement filed in Texas and four in Washington State. Geneva Capital, LLC, CHTD Company, the U.S. Small Business Administration, and Corporation Service Company assert interests in the Debtor's cash collateral. The Debtor proposes to provide adequate protection to the parties with an interest in cash collateral in the following manner. a. The Debtor will provide all creditors with an interest in cash collateral with a replacement lien upon assets obtained post-petition to the same extent, priority and validity as their pre-petition liens. b. The Debtor will maintain insurance upon its assets. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=LDKN6S from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $8,041 for the week ending September 2, 2023; $20,900 for the week ending September 9, 2023; and $11,195 for the week ending September 16, 2023. About Steepologie, LLC Steepologie, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10671-hcm) on August 25, 2023. In the petition signed by Andrea Raetzer, president and owner, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Stephen W Sather, Esq., at Barron & Newburger, P.C, represents the Debtor as legal counsel. STITCH ACQUISITION: $370MM Bank Debt Trades at 32% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Stitch Acquisition Corp is a borrower were trading in the secondary market around 68.0 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $370 million facility is a Term loan that is scheduled to mature on August 1, 2028. About $363.5 million of the loan is withdrawn and outstanding. SVP Worldwide is an American private company that designs, manufactures, and distributes consumer sewing machines and accessories around the world under three brands: Singer, Husqvarna Viking, and Pfaff. In 2021, Platinum Equity Partners entered into a definitive agreement to acquire SVP Worldwide from Ares Management for $484 million. Stitch Acquisition Corp. was created to be the financial reporting entity of SVP Worldwide going forward. SUSTAITA ENTERPRISES: Court OKs Cash Collateral Access Thru Sept 8 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Norther District of Texas, Dallas Division, authorized Sustaita Enterprises, LLC to use cash collateral on an interim basis, in accordance with the budget, September 8, 2023. Secured creditors Regions Financial Corporation, Mulligan Funding, LLC, and Vivian Capital Group LLC have consented to the Debtor's use of cash collateral. The Debtor requires the use of the cash collateral to continue the Debtor's ordinary course business operations and to maintain the value of the bankruptcy estates. Regions Financial Corporation asserts that the Debtor is indebted to it under various contracts, notes, security agreements and other loan instruments entered into prior to the Petition Date and that the Regions Indebtedness is secured by properly perfected liens on all or substantially all of the Debtor's assets. Regions Bank asserts that the Regions Bank Indebtedness totals approximately $2 million as of the Petition Date. Regions Bank asserts that the Regions Bank Indebtedness is secured by a lien or liens on all or on substantially all of the Debtor's assets. Mulligan Funding, LLC asserts that the Debtor is indebted to it under various contracts, notes, security agreements and other loan instruments entered into prior to the Petition Date and that the Mulligan Indebtedness is secured by properly perfected liens on all or substantially all of the Debtor's assets. Mulligan asserts that the Mulligan Indebtedness totals approximately $156,000 as of the Petition Date. Mulligan asserts that the Mulligan Indebtedness is secured by a lien or liens on all or on substantially all of the Debtor's assets. Vivian Capital asserts that the Debtor is indebted to it under various contracts, notes, security agreements and other loan instruments entered into prior to the Petition Date and that the Vivian Capital Indebtedness is secured by properly perfected liens on all or substantially all of the Debtor's assets. Vivian Capital asserts that the Vivian Capital Indebtedness totals approximately $79,447 as of the Petition Date. As adequate protection, the Secured Creditors will be granted post-petition security interests in, and replacement lien upon, subject only to prior nonavoidable liens, claims, or interests in the Debtor's assets and property of every kind; provided that the Replacement Liens will only be to the extent, priority, and validity as existed on such assets and property of the Debtor as of the Petition Date. Notwithstanding the foregoing, the Secured Creditors will not receive a security interest in, or a replacement lien on, the Debtor's avoidance actions under chapter 5 of the Bankruptcy Code. The Replacement Liens will serve as adequate protection for the use of the cash collateral to the extent of any diminution of the value of the collateral securing the claim of the Secured Creditors. All liens and security interests granted are deemed effective, valid, and perfected as of the Petition Date—to the extent the original security interests of the Secured Lenders were valid and perfected as of the Petition Date—without the necessity of filing or recording by or with any entity of any documents or instruments otherwise required to be filed or recorded under applicable non-bankruptcy law. To the extent of any diminution in value of their respective collateral, the Secured Lenders will have an administrative expense pursuant to 11 U.S.C. section 507(b) of the Bankruptcy Code and against the Debtor's bankruptcy estate for the Debtor's use of cash collateral to the extent of any diminution in the value of the Secured Lenders' interest in its collateral and the administrative claim will have priority over and above all other costs and expenses of the kind specified in, or ordered pursuant to, 11 U.S.C. sections 503(b) or 507(a) except as provided therein. These events constitute an "Event of Default": (a) The Debtor's Chapter 11 Case is converted to a case under Chapter 7 of the Bankruptcy Code; (b) The Court removes the Debtor as debtor-in-possession under 11 U.S.C. section 1181(a), provided, however, that it will not be an event of default for the Court to remove the Debtor from possession on the request of the Secured Lenders; (c) Any default under, breach of or failure to comply with, any provisions of the Interim Order, which breach is not cured within five business days after the Debtor's receipt of written notice thereof. There will be a carve-out for fees payable under 28 U.S.C. section 1930; and professional fees and expenses in the approved amounts in the 13-week cash flow budget; and fees and expenses for the Subchapter V Trustee that is not subject to any protections granted to the Secured Lenders under the Interim Order or the loan documents unless the entire Carve-Out is not approved for payment by the Court. A final hearing on the matter is set for September 18, 2023 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=eBzbdn from PacerMonitor.com. $42,805 for the week ending September 2, 2023; $40,118 for the week ending September 9, 2023; $32,416 for the week ending September 16, 2023; $46.247 for the week ending September 23, 2023; and $39,925 for the week ending September 30, 2023. About Sustaita Enterprises, LLC Sustaita Enterprises, LLC is part of the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31812) on August 21, 2023. In the petition signed by Carlos Sustaita, president and member, the Debtor disclosed $3,969,806 in assets and $3,589,563 in liabilities. Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C., represents the Debtor as legal counsel. Lane Gormatt Trubitt, LLC is the financial advisor. TARONIS FUELS: Exclusivity Period Extended to October 9 ------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods during which only Taronis Fuels, Inc. and its affiliates may file a chapter 11 plan and solicit acceptances thereof to October 9, 2023 and December 6, 2023, respectively. About Taronis Fuels Taronis Fuels, Inc. and its affiliates manufacture and distribute industrial, medical, specialty and beverage gases and associated welding and safety supplies. Taronis Fuels and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-11121) on Nov. 11, 2022. In the petitions signed by their chief executive officer, R. Jered Ruyle, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. The Debtors tapped Potter Anderson & Corroon LLP as general bankruptcy counsel; Aurora Management Partners, Inc. as restructuring advisor; and Chipman Brown Cicero & Cole, LLP as special litigation counsel. Donlin, Recano & Company Inc. is the claims and noticing agent and administrative advisor. TEAM HEALTH: $1.59BB Bank Debt Trades at 23% Discount ----------------------------------------------------- Participations in a syndicated loan under which Team Health Holdings Inc is a borrower were trading in the secondary market around 76.9 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.59 billion facility is a Term loan that is scheduled to mature on February 2, 2027. The amount is fully drawn and outstanding. Team Health Holdings, Inc. is a provider of physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TENNECO INC: $1.75BB Bank Debt Trades at 6% Discount ---------------------------------------------------- Participations in a syndicated loan under which Tenneco Inc is a borrower were trading in the secondary market around 94.1 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion facility is a Bridge Term loan that is scheduled to mature on November 17, 2023. The amount is fully drawn and outstanding. About Tenneco, Inc. Tenneco Inc. designs, manufactures, and sells clean air, and powertrain products and systems for light vehicle, commercial truck, off-highway, industrial, motorsport, and aftermarket customers worldwide. It is among the largest U.S. auto suppliers, but it is smaller than the largest global auto suppliers, such as Continental AG, Magna International Inc. or Robert Bosch GmbH. In February 2022, Tenneco entered into a definitive agreement to be acquired by funds managed by affiliates of Apollo Global Management Inc. in an all-cash transaction that valued the company at an enterprise value of about $7.1 billion. The acquisition allowed Tenneco to continue restructuring its business without the complexities of operating as a public company. The company's buyout by Apollo closed in November 2022. Pegasus Merger Co. was the Apollo entity that merged with and into Tenneco to effectuate the acquisition, with Tenneco as the surviving entity. Following the overhaul of its capital structure, Tenneco's debt primarily consisted of $2.7 billion of borrowings on its new secured term loans, a $1.75 billion bridge loan, and a $1.0 billion senior unsecured bridge loan. In November 2022, Fitch said it expects the bridge loans to be replaced by notes with similar terms and conditions as market conditions improve. TOLIAO IOROI: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Toliao Ioroi Holding, LLC asks the U.S. Bankruptcy Court for the Northern Bankruptcy Court of San Francisco for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay for all necessary post-petition operating expenses including materials, salary, rent, maintenance, supplies, payroll taxes, utility bills, and merchant fees. For the past 11 years Ioroi has operated and managed the Debtor's restaurant, Cassava. The first location was located at 3519 Balboa St, San Francisco, CA 94121 where the Debtor ran the business for about 10 years, until it made the decision to move to 401 Columbus Ave, San Francisco, CA 94133 on August 15, 2021. The Debtor secured a SBA guaranteed loan from Main Street Launch on March 21, 2018 for $250,000. The fund was used for working capital of the Debtor. Main Street Launch has a first priority lien on the debtor's business assets. It's current balance is $151,794. The Debtor signed a ten-year lease for the Columbus Location which required extensive tenant improvement to get the location ready for opening. After spending over $800,000 for tenant improvement, the Debtor opened Cassava at the Columbus Location. During the COVID pandemic, the Debtor received two loans through the Small Business Administration's Economic Injury Disaster Loans from April 2020 to October 2021. The first loan is for $464,400 and the second loan is for $500,000. The current balance for the First EIDL loan is $514,953 and for the Second EIDL loan is $529,735. SBA has a second and third priority lien on the debtor's assets. Additionally, the Debtor secured a loan for the tenant improvement at the Columbus Location with a $150,000 loan from BayFirst National Bank through SBA 7(a) loan program on June 23, 2022. BayFirst has a fourth position lien on the debtor's assets and the current balance owed to BayFirst is $141,031. The debtor also funded capital expenditures for the Columbus Location with a $350,000 loan from Newtek Small Business Finance, LLC through SBA 7(a) loan program on August 2022. Newtek has a fifth position lien on the Debtor's assets. The current balance owed to Newtek is $344,365. The Debtor officially opened Columbus Location in October 2022. However, after operating its business at the Columbus Location for 10 months, the Columbus Location's revenues are significantly lower than projections and the debtor started falling behind in loan payments and also has fallen behind on payment of sales tax. The current sales tax obligations is approximately $250,000. On March 21, 2018, the Debtor borrowed $250,000 from Main Street Launch for a 10 year term at an initial 8.5% interest rate with a monthly payment of $3,100, and interest rate of Prime Rate Plus margin of 4% adjusted quarterly. The current balance is approximately $151,794. On April 2020, Debtor borrowed $464,400 from SBA through the EIDL loan for a 30 year term at a fixed interest rate of 3.75% with a monthly payment of $2,263. The SBA Loan was used for working capital. The current balance is approximately $514,953. From August 2021 to December 2021, Debtor borrowed $500,00 from the SBA through the EIDL loan for a 30 year term at a fixed interest rate of 3.75% with a monthly payment of $2,573. The SBA Loan was used for working capital. The current balance is approximately $529,735. On June 23, 2022, Debtor borrowed $150,000 from BayFirst National Bank at an initial 6.75% interest rate with a monthly payment of $1,723 and starting on July 1, 2022 the interest rate is Prime Rate plus 2.75% adjusted quarterly. The BayFirst Loan was used for tenant improvement at Columbus Location. The current balance is approximately $141,031. On August 4, 2022, the Debtor borrowed $350,000 from Newtek Small Business Finance, LLC at an initial 8.25% interest rate with a monthly payment of $4,293 and starting on October 1, 2022 the interest rate is Prime Rate plus 2.75% adjusted quarterly. The Newtek Loan was used for tenant improvement at the Columbus Location. The current balance is approximately $344,365. The Debtor's business is projected to generate monthly gross revenues of $140,000. As of the Petition Date, the Debtor has assets of $718,638. The Debtor's liabilities include secured claims of approximately $1.805 million. As adequate protection, the Lender will be granted first priority post-petition liens on and security interest in the property of the estate to secure the use of cash collateral to the extent necessary to adequately protect the Lender against any diminution in the value of their collateral. A copy of the motion is available at https://urlcurt.com/u?l=Op9jq8 from PacerMonitor.com. About Toliao Ioroi Toliao Ioroi Holding, LLC operates a restaurant in California with indoor and outdoor seating. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30498) on July 26, 2023, with $718,637 in assets and $2,982,464 in liabilities. Yuka Ioroi, president, signed the petition. Judge Hannah L. Blumenstiel oversees the case. Kevin Tang, Esq., at Tang & Associates represents the Debtor as counsel. TRIGGER TIME: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Trigger Time Indoor Shooting Range, Inc. 120 Air Park Road Tupelo, MS 38801 Business Description: The Debtor is a family owned and operated gun store and indoor shooting range. Chapter 11 Petition Date: August 28, 2023 Court: United States Bankruptcy Court Northern District of Mississippi Case No.: 23-12642 Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: 601-427-0048 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Greg Grissom as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/546MAQI/Trigger_Time_Indoor_Shooting_Range__msnbke-23-12642__0001.0.pdf?mcid=tGE4TAMA UNITED ENGINEERS: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized United Engineers, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 7% variance. Plains Capital Bank, holds liens on substantially all of the Debtor's assets, including accounts receivable and cash. The PCB Loan is secured by a lien on substantially all of the Debtor's assets, including, but not limited to cash, accounts, and accounts receivable. As of the Petition Date, the outstanding balance owed with respect to PCB Loan is approximately $560,500. As adequate protection of its interest in the Collateral and cash collateral, PCB is granted, effective as of the Petition Date, valid and automatically perfected replacement liens co-extensive with and in the same priority as its pre-petition liens in and upon all of the assets of the Debtor. To the extent the liens and security interests granted prove insufficient to secure any diminution in value of PCB's interest in the Collateral and cash collateral resulting from the Debtor's use of cash collateral, PCB is granted, for its benefit, an administrative priority claim pursuant to 11 U.S.C. Section 507(b) to secure any such diminution in value. The Replacement Liens are subject and subordinate to a carve-out of funds for: (i) all fees required to be paid to the Clerk of the Bankruptcy Court, (ii) a fees required to be paid to the Office of the United States Trustee pursuant to 28 U.SC. Section 1930(a), if any, and (iii) all fees and expenses of the Subchapter V Trustee approved by the Court and not in an amount in excess of $10,000; provided, however, the Replacement Lines of PCB will only be subject to the payment of such fees and expenses to the extent they are incurred prior to the Termination Date. The Debtor will maintain insurance on all tangible assets of the estate and will provide written evidence of same to the IRS, the United States Trustee, and PCB, no later than September 7, 2023. The Debtor's rights to use cash collateral will immediately terminate on the earliest occurrence of any of the following events: (i) a non-subchapter V chapter 11 trustee is appointed in the Case; (ii) the Debtor is removed as a Debtor-in-Possession pursuant to 11 U.S.C. Section 1185; (iii) the Case is converted to a case under chapter 7 of the Bankruptcy Code; (iv) three business days after the Debtor violates the terms of the Interim Order unless such violation is cured within three business days of such violation; or (v) the Final Hearing Date. A further hearing on the matter is set for September 1, 2023 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=GxpEgC from PacerMonitor.com. The Debtor projects $226,415 in total cash flow from operations and $202,690 in total expenses for the period from August 19 to September 1, 2023. About United Engineers, Inc. United Engineers, Inc. provides architectural, engineering, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33166) on August 19, 2023. In the petition signed by Kefelegne Tesfaye, vice president, the Debtor disclosed $2,356,290 in assets and $909,388 in liabilities. Judge Jeffrey P. Norman oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the sDebtor as legal counsel. UNITED SAFETY: Seeks to Hire Venable LLP as Counsel --------------------------------------------------- United Safety and Alarms, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Venable LLP as counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties as Debtor and Debtor-in-possession in the continued management and operation of its business and properties; (b) attend meetings and negotiate with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11 Subchapter V; (c) advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable Bankruptcy Rules, including local rules as it pertains to Subchapter V bankruptcy cases; (d) advise the Debtor on the requirements of the U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; (e) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on their behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; (f) prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; (g) negotiate and prepare on the Debtor's behalf a plan of reorganization and all related agreements and/or documents, and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (h) attend meetings with third parties and participate in negotiations with respect to the above matters; (i) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with this Chapter 11 case. The firm will be paid at these rates: Attorneys $620 to $875 per hour Paralegals $225 per hour Legal Assistants $145 per hour The Debtor paid the firm with a fee retainer in the amount of $50,000 on May 25, 2023. Additionally, on June 21, 2023, the Debtor provided an additional fee retainer in the amount of $10,000. Paul Battista, Esq., a partner at Venable, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul J. Battista, Esq. Venable, LLP 100 Southeast Second Street, Suite 4400 Miami, FL 33131 Tel: (305) 349-2300 Email: pjbattista@venable.com About United Safety and Alarms, Inc. United Safety and Alarms Inc. -- https://www.unitedsafetyandalarms.com/ -- has developed and implemented comprehensive security and surveillance systems for homes, businesses, events and government organizations and home security systems in North West Florida. United Safety and Alarms Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14861) on June 22, 2023. In the petition filed by Sherif Assal, as sole director, the Debtor reports estimated assets and liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Scott M Grossman oversees the case. Soneet Kapila is the Subchapter V trustee. The Debtor is represented by Paul J. Battista, Esq., at VENABLE LLP. VBI VACCINES: Incurs $44.6 Million Net Loss in Second Quarter ------------------------------------------------------------- VBI Vaccines Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $44.63 million on $720,000 of net revenues for the three months ended June 30, 2023, compared to a net loss of $45.70 million on $346,000 of net revenues for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $72.38 million on $1.20 million of net revenues compared to a net loss of $66.95 million on $472,000 of net revenues for the six months ended June 30, 2022. As of June 30, 2023, the Company had $88.32 million in total assets, $27.67 million in total current liabilities, $51.91 million in total non-current liabilities, and $8.74 million in total stockholders' equity. VBI said, "The Company faces a number of risks, including but not limited to, uncertainties regarding the success of the development and commercialization of its products, demand and market acceptance of the Company's products, and reliance on major customers. The Company anticipates that it will continue to incur significant operating costs and losses in connection with the development and commercialization of its products." The Company has an accumulated deficit of $561,988,000 and cash of $20,840,000 as of June 30, 2023. In early July 2023, the Company received $15,000,000 from an upfront payment from Brii Biosciences Limited pursuant to the Brii Collaboration Agreements and the concurrent registered direct offering, and aggregate gross proceeds of $20,500,000 from an underwritten public offering. Cash outflows from operating activities were $40,866,000 for the six months ended June 30, 2023. VBI added, "The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve and maintain regulatory approvals, and commercially launch and sell our approved products. Additional financing may be obtained from the issuance of equity securities, the issuance of additional debt, government or non-governmental organization grants or subsidies, and/or revenues from potential business development transactions, if any. There is no assurance the Company will manage to obtain these sources of financing, if required. The above conditions raise 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/764195/000149315223028050/form10-q.htm About VBI Vaccines VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment of disease. Through its innovative approach to virus-like particles ("VLPs"), including a proprietary enveloped VLP ("eVLP") platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses, and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts, with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel. VBI Vaccines reported a net loss of $113.30 million for the year ended Dec. 31, 2022, compared to a net loss of $69.75 million for the year ended Dec. 31, 2021. VEGAN T'EASE: Hires Law Offices of Kelly & Bracey as Counsel ------------------------------------------------------------ Vegan T'ease seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Law Offices of Kelly & Bracey as counsel to handle its Chapter 11 bankruptcy case. The firm will be paid at the rates of $300 per hour for attorneys, and $100 per hour for paralegals. The Debtor paid the firm an initial retainer of $3,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael G. Kelly, Esq., a partner at Kelly & Bracey Law Offices, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael G. Kelly, Esq. Kelly & Bracey Law Offices 77 W. Washington St., Suite 1415 Chicago, IL 60602 Tel: (312) 445-9500 Email: mkelly@kellybraceylaw.com About Vegan T'ease Vegan T'ease, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 23-08996) on July 11, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kelly & Bracey Law Offices. VEGAN T'EASE: Hires Schneider & Stone as Co-Counsel --------------------------------------------------- Vegan T'ease seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Schneider & Stone as co-counsel. The firm will be paid at these rates: Attorney $400 per hour Paralegal $175 per hour Ben Schneider, Esq., a partner at Law Offices of Schneider & Stone, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ben Schneider, Esq. Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Telephone: (847) 933-0300 Facsimile: (847) 676-2676 Email: ben@windycitylawgroup.com About Vegan T'ease Vegan T'ease, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 23-08996) on July 11, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Kelly & Bracey Law Offices. Schneider & Stone serves as co-counsel. VOA INC: Seeks to Extend Time to File Plan to October 31 -------------------------------------------------------- VOA, Inc. asks the U.S. Bankruptcy Court for the Central District of California to extend its time to file a disclosure statement and plan of reorganization from July 28, 2023 to October 31, 2023. The Debtor stated that the biggest issue it is facing are the various proofs of claims filed by various federal and state tax agencies, most of which assert priority, unsecured status, for which the Debtor would have to formulate a plan and disclosure statement that would pay off these claims in full within 5 years. The Debtor explained that now that it has retrieved its books and records from its prior business/tax attorney, it is in the process of reviewing all of that information, including prior tax returns, it did not previously have for the purpose of drafting a plan and disclosure statement. VOA, Inc. is represented by: Lazaro E. Fernandez, Esq. LAW OFFICE OF LAZARO E. FERNANDEZ, INC. 3600 Lime Street, Suite 326 Riverside, CA 92501 Tel: (951) 684-4474 Email: lef17@pacbell.net About VOA Inc. VOA, Inc., doing business as El Pescador 7, sought Chapter 11 protection of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11294) on March 7, 2023, with $1 million to $10 million in both assets and liabilities. Vicente Ortiz, president of VOA, signed the petition. Judge Ernest M. Robles presides over the case. Lazaro E. Fernandez, Esq., at the Law Office of Lazaro E. Fernandez, Inc. represents the Debtor as counsel. VYAIRE MEDICAL: $360MM Bank Debt Trades at 28% Discount ------------------------------------------------------- Participations in a syndicated loan under which Vyaire Medical Inc is a borrower were trading in the secondary market around 72.2 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $360 million facility is a Term loan that is scheduled to mature on April 16, 2025. The amount is fully drawn and outstanding. Vyaire is a manufacturer and distributor of respiratory products. The company's products are focused on respiratory health, including respiratory diagnostics, ventilation, airway management and operative care consumables. Vyaire is privately owned by Apax Partners. WALDON ENTERPRISES: Taps Strategic Tax Management as Accountant --------------------------------------------------------------- Waldon Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ T. Gregory Talbott, CPA and Strategic Tax Resolution, LLC, as its accountant and CPA. The firm's services include: a. providing accounting advice throughout this case; b. preparing and reviewing of all financial reports and statements required by the Bankruptcy Code Bankruptcy Rules or Local Bankruptcy Rules; c. preparing on behalf of the Debtor of all necessary accounting documentation, bookkeeping, financial statements and monthly operating reports, income tax preparation, and any other accounting documents that may be necessary from time to time for the Debtor in preparing, filing, and prosecuting a disclosure statement and plan under Chapter 11 (Subchapter V); and d. such other accounting services for the Debtor which may be necessary, and to generally advise and assist the Debtor in carrying out its duties under the Bankruptcy Code. The firm will be paid at these rates: Director $375 per hour Supervisor $225 per hour Senior Accountant $170 per hour Staff Accountant $135 per hour Administrative/Bookkeeping $105 per hour T. Gregory Talbott, CPA, founder of Strategic Tax Resolution, disclosed in a court filing that his firm does not hold interest adverse to the interest of the Debtors' estate, creditors and equity security holders. The firm can be reached through: Thomas Gregory Talbott Strategic Tax Resolution, LLC 200 E Joppa Rd, Suite 103 Towson, MD 21286 Phone: 888-339-4914 About Waldon Enterprises, LLC Waldon Enterprises, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-15289) on July 28, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Alon J. Nager, Esq. at Nager Law Group, LLC serves as the Debtor's counsel. WARNER SCIENCE: Amends Unsecured Claims Pay Details --------------------------------------------------- Warner Science Applications submitted a Third Amended Liquidating Plan dated August 22, 2023. This Plan is a liquidation plan proposed by Warner. The Plan will be funded by a combination of (1) the Debtor's cash on hand on the Effective Date and (2) net proceeds from the sale of the Remaining Assets. The effective date of this Plan will be the first business day which is at least fifteen days following the date of entry of the Court order confirming this Plan when and provided that all of the conditions to the effectiveness of this Plan have been satisfied. Following the Effective Date, Warner shall be referred to as the "Reorganized Debtor." On November 16, 2021, (a) the Debtors, together with Crius Automotive, Inc., Raptor Automotive Inc., Selket Automotive, Inc., and Shanxi Warner Ecommerce Warehousing, Inc. (the "Affiliates"), which are affiliates of the Debtors, executed a Loan and Security Agreement, Secured Promissory Note, and related loan documents, as amended from time to time (collectively, the "GC Loan Documents") in favor of GemCap (successor in interest to Industrial Financing Group, Inc.), and (b) Yang and Li each executed a Secured Guarantee (the "Guarantees") in favor of GemCap (successor in interest to Industrial Financing Group, Inc.). Pursuant to the GC Loan Documents, (a) GemCap provided revolving loans up to the maximum principal amount of $4 million (the "GC Loans") to the Debtors and the Affiliates, who are co-obligors on the GC Loans, and (b) GemCap obtained liens (each a "GC Lien" and collectively the "GC Liens") on substantially all of the Paramount Assets, substantially all of the assets of Warner (the "Warner Assets"), and substantially all of the assets of the Affiliates (the "Affiliate Assets"). The Liquidation Analysis shows, inter alia, the liquidation value of the Warner Assets and the claims secured by the Warner Assets as of the projected Effective Date of July 1, 2023. The majority of proceeds from the GC Loans were advanced to Paramount, which would disburse certain proceeds from the GC Loans to Warner and the Affiliates. Pursuant to the GC Loan Documents and the Subordination Agreement, GemCap obtained (a) a first priority lien on the Paramount Assets, (b) a second priority lien on the Warner Assets, and (c) a first priority lien on the Affiliate Assets to secure the obligations under the GC Loan Documents. Class 3 consists of all non-priority general unsecured claims. The allowed class 3 non-priority general unsecured claims consist of approximately $71,405 of non-insider claims, and claims of insiders and affiliates which total over $10.6 million. Under the Plan, and in full settlement and satisfaction of all class 3 claims, allowed non-insider class 3 claims shall receive a pro rata share of the sum of the net proceeds from the sale of the Remaining Assets, which should be sufficient to pay 100% on all allowed class 3 claims. Insider claims will subordinate their claims to the claims on the non-insider class 3 claims, and receive a pro rata share of the sum of the net proceeds from the sale of the Remaining Assets, if any, remaining after the payment in full of the non-insider class 3 claims. The class 4 equity interest holders will retain their rights and interests without impairment. A full-text copy of the Third Amended Liquidating Plan dated August 22, 2023 is available at https://urlcurt.com/u?l=h7Gssi from PacerMonitor.com at no charge. Debtor's Counsel: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: dln@lnbyg.com About Warner Science Warner Science Applications was founded and incorporated by Mingfa Yang in 2001. The Debtor filed Chapter 11 Petition (Bankr. C.D. Cal. Case No. 23-10070) on January 9, 2023. David L. Neale, Esq. of LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. is the Debtor's Counsel. In the petition signed by Samson Yang, vice president and authorized signatory, the Debtor disclosed $1 million to $10 million in assets and liabilities. WEST DEPTFORD ENERGY: $445MM Bank Debt Trades at 23% Discount ------------------------------------------------------------- Participations in a syndicated loan under which West Deptford Energy Holdings LLC is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $445 million facility is a Term loan that is scheduled to mature on August 1, 2026. The amount is fully drawn and outstanding. West Deptford Energy Holdings, LLC owns the West Deptford Energy Station, a 744 MW 2014-vintage gas-fired combined cycle electric generating facility located in West Deptford Township, NJ. It is a merchant power plant located in PJM Interconnection's EMACC capacity price zone. West Deptford's sponsor group includes LS Power, which built the plant, along with subsidiaries of Marubeni Corporation, Kansai Electric Power Company, Incorporated, Ullico, Arctic Slope, Prudential/Lincoln, and Sumitomo Corporation. WESTERN DENTAL: $490MM Bank Debt Trades at 16% Discount ------------------------------------------------------- Participations in a syndicated loan under which Western Dental Services Inc is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $490 million facility is a Term loan that is scheduled to mature on August 18, 2026. The amount is fully drawn and outstanding. Western Dental Services, Inc., a dental and oral health maintenance organization, provides dental and oral health care services in California, Arizona, Nevada, and Texas. Western Dental Services, Inc. operates as a subsidiary of Premier Dental Services Inc. WILLIAMSBURG BOUTIQUE: Hires Davidoff Hutcher as Counsel -------------------------------------------------------- Williamsburg Boutique LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Davidoff Hutcher & Citron LLP as counsel. The firm will provide these services: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest; c. prepare the necessary answers, orders, reports and other legal papers required for a debtor who seeks protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; e. attend meetings and negotiate with representatives of creditors and other parties in interest; f. advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; g. represent the Debtor in connection with obtaining post-petition financing; h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interests of the Debtor, its creditors and the estates. The firm will be paid at these rates: Attorneys $450 to $850 per hour Paraprofessionals $260 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan S. Pasternak, Esq., a partner at Davidoff Hutcher & Citron LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jonathan S. Pasternak, Esq. Davidoff Hutcher & Citron LLP Proposed Attorneys for the Debtor 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Tel: (914) 381-7400 About Williamsburg Boutique LLC The Debtor is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns real property located at 80 Ainslie Street, Brooklyn, NY valued at $15.7 million. Williamsburg Boutique LLC in Bedford Hills, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 23-22587) on August 7, 2023, listing $15,700,000 in assets and $18,227,723 in liabilities. Juda Klein as manager, signed the petition. Judge Sean H. Lane oversees the case. DAVIDOFF HUTCHER & CIRTON LLP serve as the Debtor's legal counsel. WOLVERINE WORLD: Moody's Cuts CFR to B1 & Unsecured Notes to B3 --------------------------------------------------------------- Moody's Investors Service downgraded Wolverine World Wide, Inc.'s ratings, including the corporate family rating to B1 from Ba3, probability of default rating to B1-PD from Ba3-PD, and senior unsecured global notes rating to B3 from B1. The speculative grade liquidity (SGL) rating was downgraded to SGL-3 from SGL-2. The outlook remains negative. The CFR, PDR and unsecured notes rating downgrades reflect the company's significant earnings decline in Q2 2023 and Moody's expectations for continued weak near-term performance. Wolverine's revenue declines and margin compression have been driven by elevated inventory and retailer de-stocking in the footwear category, as well its own inventory and product management missteps. Moody's-adjusted debt/EBITDA was 8.5x as of Q2 2023 (including standard adjustments for operating leases, pensions, and the accounts receivable securitization program) and EBITA/interest expense was 1.6x. Moody's expects debt/EBITDA to decline to the mid-7x by year-end 2023 driven by revolver paydown with free cash flow and proceeds from planned asset sales. In 2024, Moody's projects leverage to decline to 5x, reflecting earnings recovery from lower freight costs, reduced clearance activity and cost reduction measures. Execution risk remains high despite accelerated actions by Wolverine's new executive leadership to delever the balance sheet, improve processes and technology and invest in its core growth brands. The SGL downgrade to SGL-3 from SGL-2 reflects increased risks to cash flow generation as the company looks to generate significant cash from reducing inventory in an uncertain macroeconomic environment and pursue material asset sales to support debt repayment. The downgrades also reflect governance considerations, including the company's historical focus on share repurchases and acquisitions, which together with weak operational execution in the face of a tough retail environment have weakened its credit metrics and liquidity. Wolverine's credit impact score was lowered to CIS-4 from CIS-3 as a result of its governance score being lowered to G-4 from G-3. The change in the governance score to G-4 from G-3 is related to its financial strategy. The outlook remains negative, reflecting the risk to earnings and cash flow from weak consumer spending and a highly promotional environment, which may prevent Wolverine from improving its credit metrics to a level that is appropriate for the B1 CFR. Moody's took the following rating actions for Wolverine World Wide, Inc.: - Corporate Family Rating, Downgraded to B1 from Ba3 - Probability of Default Rating, Downgraded to B1-PD from Ba3-PD - Senior Unsecured Global Notes, Downgraded to B3 from B1 - Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook, Remains Negative RATINGS RATIONALE Wolverine's B1 CFR benefits from its diversified global distribution in the footwear industry and a product portfolio that appeals to a broad range of consumer needs and demographics, which has historically mitigated earnings volatility. The rating also reflects its ownership of Merrell and Saucony, which are well-recognized and differentiated brands representing around 50% of sales. Although execution risk remains high and the macroeconomic environment uncertain, Wolverine's credit profile is expected to improve significantly upon successful execution of its goals for streamlining costs, selling weaker brands and investing in its core brands to maximize their growth and margin potential. Moody's expects the company to have adequate liquidity for the next 12-18 months, reflecting expectations for positive free cash flow driven by inventory reduction, lack of near-term debt maturities, good excess revolver availability, and adequate covenant cushion. Wolverine's ratings are constrained by its high leverage and narrow product focus primarily in the fashion-sensitive footwear segment. Many of its brands have relatively low direct-to-consumer penetration, which limits the company's ability to leverage consumer insights. These brands also have a small revenue scale in highly competitive categories. While Wolverine is prioritizing debt reduction, its past decisions have contributed to high leverage levels, including funding the Sweaty Betty acquisition with revolver borrowings in Q3 2021 and continuing share repurchases through Q2 2022, instead of paying down debt. Wolverine is also subject to social and environmental risks related to responsible sourcing, waste and pollution including PFAS remediation and litigation, the treatment of work force, natural capital and customer relations. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although unlikely in the near term, the ratings could be upgraded if earnings, financial leverage and cash flow generation recover on a sustained basis. An upgrade would also require a streamlined portfolio and a return to sustainable revenue and operating growth in each of Wolverine's key brands. Quantitative measures include Moody's-adjusted debt/EBITDA sustained below 4.75x and EBITA/interest expense sustained above 2.5x. The ratings could be downgraded if liquidity deteriorates, including lower than expected cash generation or tighter covenant cushion. A lack of meaningful near-term business recovery or failure to reduce debt levels could also result in a downgrade. The ratings could also be downgraded if there are material adverse regulatory or litigation developments related to the company's environmental liabilities. Quantitative measures include Moody's-adjusted debt/EBITDA sustained above 5.5x or EBITA/interest expense below 1.75x. Headquartered in Rockford, Michigan, Wolverine World Wide, Inc. is a designer and marketer of casual, active lifestyle, work, outdoor sport, athletic, and uniform footwear and apparel. The company's portfolio of brands includes Merrell, Saucony, Sperry, Sweaty Betty, Hush Puppies, Wolverine, Chaco, Bates, and HYTEST. The company also is the global footwear licensee of the Cat and Harley-Davidson brands. Revenue for the latest twelve months ended July 1, 2023 was $2.5 billion. The principal methodology used in these ratings was Apparel published in June 2021. WORKSITE LABS: Hires Reliance Law Group LLP as Special Counsel -------------------------------------------------------------- Worksite Labs, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Reliance Law Group LLP as special corporate counsel. The firm will assist the Debtor in corporate matters during the Chapter 11 bankruptcy proceedings. The firm will be paid at these rates: Partners $595 per hour Associates $495 per hour Paralegals $125 per hour The firm will be paid a retainer in the amount of $25,000. On the Petition Date, the amount of $58,209.86 remains due and outstanding for pre-petition services rendered by the firm, but unpaid. The firm understands that this amount will be a pre-petition general unsecured claim against the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jack J. Sahagian, Esq., a partner at Reliance Law Group LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jack J. Sahagian, Esq. Reliance Law Group LLP 555 West 5th Street 35th Floor Los Angeles, CA 90013 Tel: (818) 468 0499 Email: jsahagian@reliancelawgroup.com About Worksite Labs, Inc. Worksite Labs, Inc. in Long Beach, CA, filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 23-14539) on July 20, 2023, listing as much as $1 million to $10 million in both assets and liabilities. Gary Frazier as chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. serve as the Debtor's legal counsel. RELIANCE GROUP LLP, and CARLSON & JAYAKUMAR LLP, as special counsels. WP CPP HOLDINGS: $276MM Bank Debt Trades at 19% Discount -------------------------------------------------------- Participations in a syndicated loan under which WP CPP Holdings LLC is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $276 million facility is a Term loan that is scheduled to mature on April 30, 2026. The amount is fully drawn and outstanding. Headquartered in Cleveland, Ohio, WP CPP Holdings, LLC, d/b/a Consolidated Precision Products, is a castings manufacturer of engineered components and subassemblies for the commercial aerospace, military and defense and energy markets. The company is majority-owned in equal parts by private equity firm Warburg Pincus and Berkshire Partners. WWEX UNI TOPCO: $150MM Bank Debt Trades at 17% Discount ------------------------------------------------------- Participations in a syndicated loan under which WWEX Uni Topco Holdings LLC is a borrower were trading in the secondary market around 83.0 cents-on-the-dollar during the week ended Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing service data. The $150 million facility is a Term loan that is scheduled to mature on July 26, 2029. The amount is fully drawn and outstanding. WWEX UNI Topco Holdings, LLC is headquartered in Dallas, Texas, and is a non-asset based third party logistics services provider to a wide array of end-markets and customers. The company is owned by private equity sponsors, CVC Capital Partners, Providence Equity Partners, PSG, Ridgemont Equity Partners and management. YIELD10 BIOSCIENCE: Incurs $3.7 Million Net Loss in Second Quarter ------------------------------------------------------------------ Yield10 Bioscience, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $3.68 million on $0 of total revenue for the three months ended June 30, 2023, compared to a net loss of $3.44 million on $103,000 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 $7.46 million on $60,000 of total revenue compared to a net loss of $6.77 million on $252,000 of total revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $5.87 million in total assets, $5.28 million in total liabilities, and $587,000 in total stockholders' equity. Yield10 said, "The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional research grants or collaborative arrangements with third parties, as to which no assurance can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company, if at all. If adequate additional funds are not available in the near term, management will be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down the Company's operations and pursue options for liquidating its remaining assets, including intellectual property and equipment. Based on the Company's current cash forecast, management has determined that the Company's present capital resources will not be sufficient to fund its planned operations for at least one year from when these condensed consolidated financial statements are issued, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors." Commentary "The first half of 2023 was productive for Yield10 as we demonstrated significant progress toward building our value chain for broadly commercializing Camelina as a platform crop to produce low-carbon intensity feedstock oil for the biofuel market," said Oliver Peoples, Ph.D., president and chief executive officer of Yield10. "We continue to engage with potential supply chain and customer prospects in the biofuel space, including ongoing discussions with Marathon Petroleum and Mitsubishi with the goal of finalizing Camelina oil offtake and investment agreements. "We have supported our Camelina growers throughout the season and anticipate harvesting all contracted acres across the U.S. and Canada over the coming weeks. I am pleased to report that we are seeing a building momentum in new interest, as well as repeat interest, among growers for participation in our upcoming 2023/2024 winter Camelina grower contracting program. "Our research team recently reported positive results in the first field test of stacked herbicide tolerance ("HT") traits in spring Camelina, setting the stage for broad adoption of the crop for production of biofuels. In the second quarter, we filed a request for regulatory status review ("RSR") under USDA-APHIS's SECURE rule covering stacked herbicide tolerance traits in Camelina. With the achievement of these key milestones, we remain firmly on-track to develop and commercialize stacked HT spring and winter Camelina varieties. We anticipate the launch of our first commercial HT spring Camelina variety in 2025 with stacked HT Camelina varieties following soon after. "In the second quarter, we filed an RSR covering Camelina designed to produce the eicosapentaenoic acid ("EPA") component of omega-3 oil. This spring, we planted omega-3 (EPA) Camelina at acre-scale in the U.S. to enable us to ramp-up our seed inventory for future planting as well as produce oil samples to support business development activities. Producing omega-3 oils sustainably in Camelina could address a significant market opportunity in animal feed and human nutrition. "In the second half of 2023, our focus will remain on securing offtake agreements for the biofuel market, engaging growers to sign winter grower contracts, advancing our HT and omega-3 Camelina varieties toward launch, innovating to introduce high-value traits into Camelina, and building shareholder value," concluded Dr. Peoples. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1121702/000112170223000046/yten-20230630.htm About Yield10 Yield10 Bioscience, Inc. -- http://www.yield10bio.com-- is an agricultural bioscience company that is using its differentiated trait gene discovery platform, the "Trait Factory", to develop improved Camelina varieties for the production of proprietary seed products, and to discover high value genetic traits for the agriculture and food industries. Yield10 Bioscience reported a net loss of $13.57 million for the year ended Dec. 31, 2022, compared to a net loss of $11.03 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.08 million in total assets, $3.68 million in total liabilities, and $4.40 million in total stockholders' equity. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 14, 2023, citing that the Company has suffered recurring losses from operations and does not have sufficient liquidity to meet forecasted costs. This raises substantial doubt about the Company's ability to continue as a going concern. ********* 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. 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