/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230904.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 4, 2023, Vol. 27, No. 246 Headlines 2CM LLC: Court OKs Cash Collateral Access Thru Oct 4 383 VALENCIA: Mark Sharf Named Subchapter V Trustee 40 & HOLDING: Wins Interim Cash Collateral Access 5280 AURARIA: Seeks Cash Collateral Access Thru Sept 30 ACCAM1 INC: Wins Cash Collateral Access Thru Sept 22 ACJK INC: Unsecureds to Get Share of Litigation/Settlement Proceeds ADAVAN FITNESS: Wins Cash Collateral Access Thru Sept 27 AEARO TECHNOLOGIES: 3M to Pay $5.5B+ Over Earplug Suits ALPINE 4: CEO Addresses Market Conditions, Declining Share Price AMERIFIRST FINANCIAL: Files for Chapter 11 Bankruptcy AMERIFIRST FINANCIAL: Sept. 7 Deadline Set for Panel Questionnaires AN GLOBAL: Sept. 5 Deadline Set for Panel Questionnaires ATHENA MEDICAL: Amends Priority Claims Pay Details ATLAS PURCHASER: $250MM Bank Debt Trades at 54% Discount AUDACY CAPITAL: $770MM Bank Debt Trades at 54% Discount AVISON YOUNG: $375MM Bank Debt Trades at 58% Discount BANNEKER SUPPLY: Case Summary & 20 Largest Unsecured Creditors BIG VILLAGE: Court Confirms Chapter 11 Plan After Asset Sales BLOOMIN' BRANDS: Moody's Alters Outlook on 'Ba3' CFR to Positive BOURBON STREET: Court OKs Interim Cash Collateral Access BRIGHT MOUNTAIN: Board Appoints Jeff Hirsch as Director BRINK'S CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos. C.W. KELLER: Court OKs Interim Cash Collateral Access CAMP DOG: Edward Burr Named Subchapter V Trustee CANO HEALTH LLC: $644.4MM Bank Debt Trades at 36% Discount CAPROCK LAND: Files Emergency Bid to Use Cash Collateral CBAK ENERGY: Board Appoints New CFO and Secretary CENERGY LLC: Case Summary & 20 Largest Unsecured Creditors CENTURY AIR: Sylvia Mayer Named Subchapter V Trustee CHINA EVERGRANDE: Restructuring Plan Faces Issue in Creditors Vote CNG HOLDINGS: Moody' Withdraws Caa1 LongTerm Corp. Family Rating CONSUMER ACTION: Court OKs Deal on Cash Collateral Access CONSUMERS COOPERATIVE: Case Summary & Two Unsecured Creditors CUSTOM LOGGING: Case Summary & 20 Largest Unsecured Creditors DAYTON HOTELS: Case Summary & 20 Largest Unsecured Creditors DECURTIS HOLDINGS: Carnival Violated Ch. 11 Stay Over Ex-Employees DELDOR WELLNESS: Seeks Cash Collateral Access DELTA WHOLESALE: Court OKs Deal on Cash Collateral Access DELTA WHOLESALE: Seeks Cash Collateral Access DEPENDABLE LAWN: Case Summary & 20 Largest Unsecured Creditors DIGITAL MEDIA: Effects Reverse Common Stock Split DIOCESE OF OGDENSBURG: Wins Cash Collateral Access Thru Sept 5 DW MARCY: October 30 Public Sale Auction Set DYNATA: Lenders Inks Cooperation Pact As Term Loan Maturity Nears EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'B-' on Lower Guidance EMMANUEL HEALTH: Unsecureds to Get Share of Net Profit for 5 Years EMPLOYBRIDGE LLC: $925MM Bank Debt Trades at 16% Discount EQM MIDSTREAM: Fitch Keeps 'BB' Issuer Default Rating on Watch Pos. EXIGENT LANDSCAPING: Court OKs Interim Cash Collateral Access FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 37% Discount FRANCOS TRUCKING: Case Summary & 14 Unsecured Creditors FREE SPEECH: Wins Continued Cash Collateral Access FREEDOM MORTGAGE: S&P Alters Outlook to Stable, Affirms 'B' ICR FT MEDICAL: Todd Hennings Named Subchapter V Trustee FTX GROUP: Gets OK to Fast-Track Claims Below $15M FTX GROUP: Sam Bankman-Fried Unlikely to Receive Adderall in Jail GILBERT BARBEE: Continued Operations to Fund Plan GORDIAN MEDICAL: $280MM Bank Debt Trades at 31% Discount GREELEY LAND: Seeks Cash Collateral Access Thru Sept 30 GREENSMITH LAND: Case Summary & 17 Unsecured Creditors HATCH & CO: Court OKs Cash Collateral Access on Final Basis HILLIARD HOTELS: Case Summary & 20 Largest Unsecured Creditors HILLMAN SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable I&A DEVELOPMENT: DIP Account & Asset Sale Proceeds to Fund Plan ILLUMINE MEDSPA: Wins Cash Collateral Access Thru Sept 21 INDUSTRIAL SCREW: Court OKs Interim Cash Collateral Access INTOUCH FOOTWEAR: Case Summary & 20 Largest Unsecured Creditors JENKLEIN LLC: Case Summary & Seven Unsecured Creditors JIM'S ALL SEASONS: Unsecureds Will Get 50% of Claims over 5 Years JO-ANN STORES: $675MM Bank Debt Trades at 56% Discount JOANN INC: First-Lien Lenders Seek Advice from Gibson Dunn JUMBA LLC: Amends Cunningham Secured Claim Pay Details KNIGHT HEALTH: $450MM Bank Debt Trades at 67% Discount LABORATORY CORP: Continues to Defend Consolidated AMCA Class Suits LAKE DISTRICT: Unsecureds Owed $4M Get Share From Sale of Property LAKEVILLE FARMS: Charles Mouranie Named Subchapter V Trustee LAKEVILLE FARMS: Wins Interim Cash Collateral Access LEARFIELD COMMUNICATIONS: $864MM Bank Debt Trades at 30% Discount LECLAIRRYAN PLLC: Attorney Ducks No-Show at Hearing Sanctions LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 34% Discount LUMEN TECHNOLOGIES: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg. MADERA COMMUNITY: Wins Cash Collateral Access Thru Sept 29 MADISON SQUARE BOYS: Court Approves Disclosure and Confirms Plan MALLINCKRODT PLC: Unsecureds Will Get 100% of Claims in Plan MATRIX PARENT: $160MM Bank Debt Trades at 59% Discount MATRIX PARENT: $380MM Bank Debt Trades at 36% Discount MAVERICK GAMING: S&P Upgrades ICR to 'CCC', Outlook Negative MBE GROUP: Court OKs Interim Cash Collateral Access MBE GROUP: Mark Sharf Named Subchapter V Trustee MERCY HOSPITAL: Appointment of Examiner Sought METAL CHECK: Claims Will Be Paid from Future Income MISSISSIPPI ORTHOPAEDIC: Case Summary & 19 Unsecured Creditors MONTROSE HOUSTON: Voluntary Chapter 11 Case Summary MP PPH: Case Summary & 20 Largest Unsecured Creditors MSS INC: Files Emergency Bid to Use Cash Collateral MUSCLEPHARM CORP: Updates White Winston Claims; Files Amended Plan MY FLORIDA CASE: Unsecureds Will Get 100% of Claims in 5 Years NEUROEM THERAPEUTICS: Class 4 Unsecureds to Get 100% of Claims NEW FORTRESS ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable NEW TROJAN: $110MM Bank Debt Trades at 54% Discount NEW VISION: Unsecureds Owed $52K to Get Full Payment NEW VISION: Wins Cash Collateral Access on Final Basis NICE VIEW 82: Plan Disclosures Inadequate, Creditor Says NIKOFAM INC: Unsecureds Owed $140K to Get 100% of Claims OMNIQ CORP: Partners With Tripshot to Provide Frictionless Parking ORBITAL INFRASTRUCTURE: Hits Chapter 11 Bankruptcy Protection PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 34% Discount PARTY CITY: Resolves Bankruptcy Court Feud With Mudrick Capital PEER STREET: Court OKs Interim Cash Collateral Access PEGASUS HOME FASHIONS: Seeks Chapter 11 Bankruptcy Protection PEGASUS HOME: Blue Torch to Buy Company From H.I.G. PERFORMANCE RESULTS: Seeks Cash Collateral Access PLATINUM BEAUTY: Case Summary & Six Unsecured Creditors POLARIS OPERATING: Wins Interim Cash Collateral Access PROPPANT TECH: Files Emergency Bid to Use Cash Collateral PROTERRA INC: Wins Cash Collateral Access Thru Sept 10 PUERTO RICO: BlackRock Deal Will Cut Debt by 75% R&G DEVELOPMENT: Unsecureds Will be Paid From Proceeds R7 LEASE: Court OKs Interim Cash Collateral Access RA CUSTOM DESIGN: Case Summary & 15 Unsecured Creditors RAPID METALS: Deadline to File Plan and Disclosures on Nov. 9 RECESS HOLDCO: Fitch Alters Outlook on BB- LongTerm IDR to Negative REPLICEL LIFE: Chief Financial Officer Simon Ma Dies REPLICEL LIFE: Schedules Annual Meeting for Sept. 22 RITE AID: Preparing Chapter 11 Filing to Restructure Debt ROBS BAR: Court OKs Interim Cash Collateral Access RODGERS COMPANIES: Unsecureds to Get Share of Income for 60 Months ROLL: BICYCLE COMPANY: Case Summary & Four Unsecured Creditors ROLL: DEVELOPMENT COMPANY: Case Summary & 10 Unsecured Creditors RUBYGOLD MAIN: Gerard Luckman Named Subchapter V Trustee SAN BENITO HEALTH: Hospital Obtains $10M Lifeline from California SC SJ HOLDINGS: Given Until Sept. 6 to Pay $3.8M Fees to Pillsbury SCRANTON-LACKAWANNA HEALTH: S&P Cuts Parking Bond Rating to 'CCC-' SECURED COMMUNICATIONS: Court OKs $550,000 DIP Loan SEG HOLDING: Moody's Puts 'Ba3' CFR on Review Direction Uncertain SHERMAN/GRAYSON: Court OKs $1.125MM DIP Loan from MPT SILVER TRIDENT: Court OKs Cash Collateral Access Thru Oct 31 SIMMONS FOODS: S&P Alters Outlook to Negative, Affirms 'B' ICR SINCLAIR TELEVISION: $740MM Bank Debt Trades at 24% Discount SOUND INPATIENT: $215MM Bank Debt Trades at 83% Discount SPITFIRE ENERGY: Case Summary & 15 Unsecured Creditors SPRINGFIELD MEDICAL: Case Summary & Eight Unsecured Creditors STARNET LLC: Case Summary & Five Unsecured Creditors STITCH ACQUISITION: $370MM Bank Debt Trades at 32% Discount SUGAR CREEK: Seeks Continued Cash Collateral Access Thru Oct 31 TARNOW INVESTMENT: Case Summary & 20 Largest Unsecured Creditors TPT GLOBAL: Signs MOU to Acquire 60% Stake in Tekmovil TRITEK INT'L: Court Approves Plan on Interim Basis TX LAND BUYER: Case Summary & One Unsecured Creditor UNITED ENGINEERS: Drew McManigle Named Subchapter V Trustee VALCOUR PACKAGING: $160MM Bank Debt Trades at 43% Discount VALLEY PORK: Case Summary & 20 Largest Unsecured Creditors VAREX IMAGING: Moody's Alters Outlook on 'B2' CFR to Positive VAREX IMAGING: S&P Upgrades ICR to 'BB-', Outlook Stable VG IMPERIAL: Seeks Cash Collateral Access VICE MEDIA: Will Move Out Of Its Brooklyn Office After Bankruptcy VIEWRAY INC: Court OKs $6MM New Money DIP Loan from MidCap VISHAY INTERTECHNOLOGY: Moody's Raises CFR to Ba2, Outlook Stable VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Sept 18 WASHINGTON MEDICAL: Court OKs Interim Cash Collateral Access WASHINGTON, DC: Inmate Claims Jail Did Not Provide Religious Diet WATAUGA FAMILY: Seeks Cash Collateral Access WAYFORTH LLC: Case Summary & 20 Largest Unsecured Creditors WELCOME GROUP: Case Summary & 20 Largest Unsecured Creditors WESTPAK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors WEWORK INC: Considers Restructuring Options WYCKOFF EQUITIES: Court OKs Cash Collateral Access on Final Basis ZIP MAILING: Wins Continued Cash Collateral Access Thru Nov 3 [^] BOND PRICING: For the Week from Aug. 28 to Sept. 1, 2023 ********* 2CM LLC: Court OKs Cash Collateral Access Thru Oct 4 ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized 2CM, LLC to use cash collateral on an interim basis, until the hearing set for October 4, 2023 at 9:30 a.m. As previously reported by the Troubled Company Reporter, the Debtor has three pre-petition merchant cash advances/lenders that have a lien on the Debtor's cash and receivables. Those lenders are Expansion Capital Group, Fox Capital Group, Inc., and Rapid Finance. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; and (b) the current and necessary expenses set forth in the budget. The Cash Collateral lenders will have a perfected postpetition lien against cash collateral to the same extent and with the same validity and priority as their respective prepetition lien(s), without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=5Lya2M from PacerMonitor.com. The Debtor projects $60,000 in net revenue and $56,511 in total expenses. About 2CM, LLC 2CM, LLC is a Florida corporation based in Jacksonville, Florida. It sells pet supplies both online and at its brick-and-mortar store. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01569) on July 5, 2023. In the petition signed by Howland Russell, the owner, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Jason A. Burgess oversees the case. Thomas Adam, Esq., represents the Debtor as legal counsel. 383 VALENCIA: Mark Sharf Named Subchapter V Trustee --------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for 383 Valencia Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About 383 Valencia 383 Valencia Inc. filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30550) on Aug. 15, 2023, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Dennis Montali oversees the case. Robert L. Goldstein, Esq., at the Law Offices of Robert L. Goldstein represents the Debtor as bankruptcy counsel. 40 & HOLDING: Wins Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized 40 & Holding LLC, d/b/a/ The London Bridge Pub, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor needs to use the funds in the bank account to continue normal operations and maintain its going concern value. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 filings which may reflect perfected liens on cash collateral: a. File # 20180090175E recorded August 30, 2018, in favor of CresCom Bank, ATTN: Loan Processing, 220 Creekside Drive, Washington, NC 27889; b. File # 20200012154J recorded February 4, 2020, in favor of U.S. Foods, Inc., 1500 NC Highway 39, Zebulon, NC 27597; c. File # 20200050796B recorded May 6, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; d. File # 20220140275G recorded October 15, 2022, in favor of Financial Agent Services, P.O. Box 2576, Springfield, IL 62708; and e. File # 20230068402J recorded against 40 & HOLDING LLC on May 30, 2023, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, ATTN: SPRS, Glendale, CA 91203. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the petition date. The Debtor's use of cash collateral will expire or terminate on the earlier of: (i) the Debtor ceasing operations of its business; or (ii) the non-compliance or default of the Debtor with any terms and provisions of the Order. The next hearing on the matter is September 12 at 1 9.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=UlJtZc from PacerMonitor.com. The Debtor projects $75,000 in total income and $80,359 in total expenses for 31 days. About 40 & Holding LLC 40 & Holding LLC is a pub serving food, beverages, and alcoholic beverages, located in downtown Raleigh. London Bridge also hosts special events in the pub, such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023. In the petition signed by Michael A. Ruiz, owner/member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. 5280 AURARIA: Seeks Cash Collateral Access Thru Sept 30 ------------------------------------------------------- 5280 Auraria, LLC and creditors DB Auraria LLC and Auraria Stub LLC advised the U.S. Bankruptcy Court for the District of Colorado that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. DB Auraria and Auraria Stub have consented to entry of an order for use of cash collateral for the month of September 2023 in accordance with the budget. The Budget uses the Debtor's cash solely for continued operations with no line item for legal fees. DB Auraria asserts a senior security interest in the Debtor's assets pursuant to a Deed of Trust, Assignment of Leases and Rents, Assignment of Management Agreement, Lockbox Deposit Account Control Agreement. The Debtor has objected to DB Auraria's claim, in which DB Auraria claimed an amount of $51.112 million with $48.5 million of that amount being secured. Auraria Stub also asserts a security interest in the Property that is junior to DB Auraria's interest. Auraria Stub asserts it secured its junior loan in the original principal amount of $5.5 million by a second priority deed of trust on the Property and by a pledge of 25% of the equity interests in the Debtor, held by Nelson Partners, LLC. The Debtor understands that the Lenders consider the rents and receipts that the Debtor generates from the Property to be their cash collateral. The Debtor will continue to provide the Lenders with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports. A copy of the motion is available at https://urlcurt.com/u?l=lg80U6 from PacerMonitor.com. About 5280 Auraria 5280 Auraria, LLC, owns Auraria Student Lofts, a high-rise building in downtown Denver aimed at providing housing for college students. 5280 Auraria's sole member and manager is Nelson Partners, LLC, a Utah limited liability company. The individual principal is Patrick Nelson. 5280 Auraria sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-12059) on June 9, 2022. In the petition filed by Patrick Nelson, as managing member, the Debtor listed between $50 million and $100 million in both assets and liabilities. Judge Kimberley H. Tyson oversees the case. Michael J. Pankow, Esq., at Brownstein Hyatt Farber Schreck, LLP is the Debtor's counsel. ACCAM1 INC: Wins Cash Collateral Access Thru Sept 22 ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized Accam1, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through September 22, 2023. Prior to the Petition Date, the Debtor borrowed funds from Regions Bank under a promissory note and security agreement. On the Petition Date, Regions asserts that it is owed approximately $2.5 million respectively, on account of the note and security agreement. Pursuant to the note and security agreement, Regions asserts that the Debtor granted to Regions a lien on and security interest in the accounts receivable and various equipment and inventory, and the proceeds generated from the liens. Further, Regions asserts that (a) it has a perfected security interest on the Collateral, and (b) its notes are secured by the accounts receivable. As adequate protection for the Debtor's use of cash collateral, the Secured Creditor will have a first priority post-petition security interest in, and lien upon, all of the Debtor's personal property. In the event that diminution occurs in the value of cash collateral from and alter the Petition Date as a result of the Debtor's use thereof in an amount in excess of the value of the Replacement Liens granted, then Regions will be granted an Administrative claim under 11 U.S.C. Section 507(b). Regions' administrative expense claim will not attach to or be paid from the proceeds of any avoidance actions. The Debtor will maintain insurance for Regions' collateral same form and amount consistent with the requirements of the loan documents. A continued hearing on the matter is set for September 22 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=g9BBWY from PacerMonitor.com. The Debtor projects $60,000 in gross revenue and $68,189 in total expenses. About Accam1, Inc. Accam1, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00574) on May 23, 2023. In the petition signed by Al Mueller, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Jonathan Bierfeld, Esq., at Martin Law Firm, represents the Debtor as legal counsel. ACJK INC: Unsecureds to Get Share of Litigation/Settlement Proceeds ------------------------------------------------------------------- ACJK, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Illinois a First Amended Disclosure Statement in support of Liquidating Plan of Reorganization dated August 28, 2023. The Debtor is a corporation formed and authorized to conduct pharmacy business operations in Illinois. Debtor's business operations consisted of one retail pharmacy outlet located at 2770 Madison Avenue, Granite City, Illinois 62040 (the Commercial Real Estate). On or about October 18, 2022, Debtor entered into an agreement to sell its inventory and customer files to Walgreens for approximately $1.2 million, subject to the condition that Debtor's business operations remain at historical levels until closing (the Going Concern Sale). The agreement included restrictive covenants barring Albert Pelate from selling the Commercial Real Estate for pharmacy operations or operating a pharmacy business within specified temporal and geographic limits. At the time of the Going Concern Sale, Debtor owed $393,889 to Cardinal, $708,135 to the Small Business Administration (SBA), $206,794 to FC Marketplace, and alleged $59,140 to Rapid Finance, all holders of liens against Debtor's inventory, accounts receivable, and other assets. In addition, Debtor owed $97,965 to Huntington National Bank and $44,527 to Home Trust Bank for additional loans secured by certain computer equipment, approximately $35,553 in unsecured trade debt, and approximately $122,200 to Albert and Cheryl Pelate for loans, unpaid salary, and unpaid rent. At the time it filed the Chapter 11 petition, Debtor owned (1) $238,000 in pharmaceutical inventory (at cost), (2) $325,021 in accounts receivable (of which $96,217.17 was more than 90 days delinquent), and (3) less than $25,000 worth of equipment, fixtures, and furniture. Debtor's plan provides for (1) collection of installments from the inventory purchaser totaling $82,500, (2) collection of accounts receivable in the ordinary course of business up to $325,021, and (3) liquidation of any fixtures and/or equipment that can be reasonably sold for a profit. This money will be paid to the holders of allowed Secured Claims in priority and amount to be determined by the Bankruptcy Court, after deduction of $10,000 to satisfy Debtor's fiduciary obligations (the Fiduciary Fund), a $10,000 retainer to be paid to special counsel for the Rapid Finance litigation, and $50,000 to fund litigation of Debtor's causes of action (the Litigation Fund). Class 4 consists of General Unsecured Claims. The holders of Class 4 claims and the holders of Class 4 Claims shall share in the Unsecured Claim Fund on a pro rata basis. Class 4 is impaired and the holders of Class 4 Claims are entitled to vote to accept or reject the Plan. Class 5 consists of the existing claims of all holders of common or preferred stock of the Debtor. The equity holders holding claims in this class are Albert Pelate and Cheryl Pelate. Unless and until the holders of allowed Claims are paid in full, the holders of Class 5 Interests shall receive no cash distribution under the Plan and all existing equity shares of the Debtor outstanding as of the Petition Date shall be extinguished. Means for Plan Implementation Liquidation of Assets: * The Debtor owns Inventory, Equipment, Accounts Receivable, and pre-petition Causes of Action against Rapid, Cardinal, and the PBM's. * Debtor liquidated the Inventory. * Debtor's interest in the Computer Equipment was abandoned to the Class 2E and 2F Creditors. * Debtor shall liquidate and/or dispose of the Equipment in the most economical means available. * Debtor shall collect Accounts Receivable. * Debtor shall litigate and/or settle its Causes of Action for the benefit of the Creditors. Litigation Fund: * Debtor has pre-petition Causes of Action against Rapid Finance, Cardinal, and the PBM's, as more fully described in the Disclosure Statement. * Debtor shall reserve $50,000.00 from the Chapter 11 estate for payment of costs and attorney's fees required to litigate and/or settle Debtor's Causes of Action and to pay post-confirmation expenses required to administer the Plan (the Litigation Fund). * Any net proceeds attributable to Debtor's Causes of Action shall be paid into the Litigation Fund. If Debtor recovers more than $100,000 in net proceeds from one or more of its Causes of action, then Debtor shall pay $50,000 of those proceeds to the creditor(s) holding allowed Secured Claims in the manner provided for in Part V of this Plan. The purpose of this $50,000 payment is to reimburse the lienholders for the $50,000 litigation fund. * Payment of allowed claims for deferred administrative expenses shall be contingent upon Debtor's recovery of more than $50,000 from its causes of action and reimbursement of $50,000 to the creditors holding Allowed Secured Claims. Allowed claims for deferred administrative expenses shall have priority over allowed undersecured and unsecured claims. In the event the Litigation Fund is insufficient to pay all allowed claims for deferred administrative expenses, then the holders of such claims shall share the remaining proceeds on a pro rata basis. The holders of allowed claims for deferred administrative expenses shall waive their right to payment of any amounts that remain unpaid after the Litigation Fund has been exhausted. Fiduciary Fund: * Debtor has a continuing fiduciary duty to maintain and protect customer files and private information. * Debtor shall reserve $10,000.00 from the Chapter 11 estate for payment of necessary expenses associated with the maintenance and protection of customer files and private information (the Fiduciary Fund). * Debtor shall pay such expenses as are reasonably required to maintain and protect Debtor's customer files and private information. Unsecured Claim Fund: * The Unsecured Claim Fund shall consist of the net proceeds generated from the litigation and/or settlement of Debtor's pre petition causes of action after deduction of litigation costs, including the $50,000 litigation fund. * The first $50,000 of the net proceeds generated from Debtor's pre-petition causes of action, if any, shall be paid to the Creditor(s) holding allowed Secured Claims. A full-text copy of the First Amended Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=yEooUr from PacerMonitor.com at no charge. About ACJK Inc. ACJK Inc., d/b/a Medicap Pharmacy -- https://granitecity.medicap.com/ -- is a local pharmacy that offers services such as immunizations, medication therapy management, multi-dose packaging, medication synchronization, important health screenings, and expert care. ACJK Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30045) on Jan. 30, 2023. In the petition filed by Mark Allen, manager, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor is represented by Michael J. Benson, Esq., at A Bankruptcy Law Firm, LLC. ADAVAN FITNESS: Wins Cash Collateral Access Thru Sept 27 -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Adavan Fitness Melbourne LLC to use cash collateral on an interim basis through September 27, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by the U.S. Small Business Administration within 48 hours of the Debtor's request. Secured creditors SBA and Navitas Credit Corp. will have a perfected post-petition lien against cash collateral to the same extent, and with the same validity and priority as their respective pre-petition liens, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain coverage for its property in accordance with its obligations under the loan and security documents with Secured Creditors. A continued hearing on the matter is set for September 27 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=DpNq8X from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $19,482 for September 2023; $19,482 for October 2023; $19,482 for November 2023; $19,482 for December 2023; $19,482 for January 2024; and $19,482 for February 2024. About Adavan Fitness Adavan Fitness Melbourne, LLC operates an instructor-led, music-driven stationary cycling studio under the CycleBar franchise. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02367) on June 16, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by Michael Faro, Esq., at Faro & Crowder. AEARO TECHNOLOGIES: 3M to Pay $5.5B+ Over Earplug Suits ------------------------------------------------------- Jef Feeley and Ryan Beene of Bloomberg News reports that 3M Co. has tentatively agreed to pay more than $5.5 billion to resolve over 300,000 lawsuits claiming it sold the US military defective combat earplugs, people familiar with the deal said. The settlement would avert a potentially much larger liability that 3M sought to curb though a controversial bankruptcy case that ultimately collapsed. The sum is about half the roughly $10 billion some financial analysts predicted 3M could end up paying over allegations that the earplugs didn’t adequately protect the hearing of service members. Bloomberg Intelligence had estimated that the company’s potential liability was as much as $9.5 billion, while analysts at Barclays put it at about $8 billion. “Sounds like 3M negotiated a pretty good deal for itself, given this litigation has been weighing on them for the better part of a decade,” said Carl Tobias, a University of Richmond law professor who teaches about product liability cases. A 3M representative said the company doesn’t comment on rumor or speculation. Costly Verdicts The accord would end a torrent of litigation facing the St. Paul, Minnesota, company even as it faces thousands of other lawsuits over PFAS "forever chemicals" likely to cost several times more than the earplug deal to resolve. 3M has lost 10 of 16 early trials over the earplugs so far, with over $250 million awarded to more than a dozen service members. In the most recent trial, a Florida jury ordered the manufacturer in 2022 to pay a US Army veteran James Beal $77.5 million in damages over his hearing loss from the earplugs. Beal, who tested weapons over a four-year period starting in 2005, said he developed hearing loss and tinnitus, a buzzing or hissing sensation in the ears. The hundreds of thousands of lawsuits have been consolidated in a multi-district litigation before a federal judge in Florida for pretrial information exchanges and test trials, according to federal court records. In the suits, current and former service members allege 3M knew its earplugs were too short to work effectively and that it failed to warn the US government or users, or to take steps to fix the product. Under the terms of the settlement, the maker of popular consumer products such as Scotch tape and Post-it notes would pay out the money over five years, said the people, who requested anonymity because they weren't authorized to speak publicly about the accord. They said 3M's board still must sign off on the deal. Bankruptcy Strategy 3M had sought to limit its liability by having its Aearo Technologies unit seek Chapter 11 protection from creditors in 2021 to corral the cases. Critics including law professors and consumer advocates attacked the maneuver as an example of profitable companies using the process as a shield without filing for bankruptcy themselves. In June 2023 a bankruptcy judge threw out Aearo's case, finding that 3M wasn't in the kind of financial trouble that warranted using the bankruptcy system to manage litigation. Aearo has appealed the ruling. A similar move by Johnson & Johnson to resolve cancer cases filed over its baby powder through bankruptcy was rejected this year. As 3M's bankruptcy strategy languished, lawyers for the company and the service members pursued a settlement in mediation required by the judge overseeing the earplug litigation, US District Judge Casey Rodgers. Rodgers, who served in the Army from 1985 through 1987, ordered 3M Chief Executive Officer Mike Roman in May to travel to Florida for negotiations. According to the lawsuits, the earplugs were defective over a 12-year period starting in 2003. In 2012, there were 971,990 tinnitus claims lodged with the US Veterans Administration, government records show. Experts estimate such claims are rising 15% annually. The earplug accord isn't 3M's first. In 2018, after a whistleblower lawsuit, the company agreed to pay $9.1 million to settle civil allegations by the US Justice Department that it failed to disclose defects it knew about to the military. As for the forever-chemicals litigation, 3M has agreed to pay as much as $12.5 billion to clean up drinking water supplies across the US that are tainted with the substances. The earplugs case is In Re 3M Products Liability Litigation, 19-md-2885, US District Court, Northern District of Florida (Pensacola). About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. ALPINE 4: CEO Addresses Market Conditions, Declining Share Price ---------------------------------------------------------------- Alpine 4 Holdings, Inc. CEO Kent Wilson issued the following letter to its shareholders as filed with the Securities and Exchange Commission on Aug. 29, 2023: Dear Valued Shareholders, I want to address the steady decline of our share price, share my thoughts on how we are approaching this challenge, and discuss further the new era that is upon us. Before I begin, allow me to express my gratitude for your support in Alpine 4 Holdings. The journey of our company has been marked by both successes and challenges, and it's during these times that the strength of our collective ingenuity and perseverance truly shines through. It is our strength and perseverance that guided the comments in my Q2 shareholder letter: "A new era has begun at Alpine 4." Today, it's time to delve into what that statement truly entails and how our journey thus far illuminates the path ahead. The Crucible of Change: 2022 to Mid-2023 The period from 2022 through the first half of 2023 was, to put it mildly, a crucible of change. We faced lingering supply chain disruptions, volatile market conditions, and even settled a major lawsuit that had been looming over us. Additionally, we saw changes in the Chairmanship of our board and transitioned from a small regional auditing firm to one of the top 5 auditing firms globally. Overcoming these challenges was what I was referring to when I said that a new era had begun at Alpine 4. None of these milestones were easy to achieve, yet they were all essential. They have fortified our corporate foundation and positioned us for a future defined not just by survival but by unprecedented success. Declining Share Price It is no secret that market conditions, amongst other factors, have led to a decrease in our share price. Switching auditors, having to file amended and restated 10Q and 10K for 2021 and 2022, delayed filings, and other missed proclamations have contributed to a lack of investor confidence. Further, like many other micro and nano cap companies, we are dealing with algorithmic trading by bots, abusive short selling, and wholesale trading by market makers trading shares on the dark pool, all of which exasperate market conditions and lead to unhealthy trading of our stock. While this is concerning, Management has been steadfast in working towards solutions that can help make a difference. Historically, Alpine 4 has thrived by embracing change and adapting strategies to new realities, and this situation is no different. Growth in the Right Places At Alpine 4, we believe in nurturing the potential of our subsidiaries, and this philosophy extends to the decisions we make regarding the allocation of our financial resources, where historically, that has been to acquire new subsidiaries. However, for the foreseeable future, our capital disbursement strategy will be allocated towards newer and higher profit margin growth initiatives within our existing subsidiaries. Products sales, and research and development with our drones, solid-state batteries, new product lines at RCA Commercial, and leading-edge electronics manufacturing will be our primary focus. This targeted approach ensures that our resources are allocated where they can make the most significant impact. As we reinvest into our subsidiaries and these higher profit margin products, it is our belief our share price will reflect these accomplishments over time. Operational Excellence In overseeing a diverse portfolio of subsidiaries, we understand that the key to success lies in our ability to foster a culture of innovation, efficiency, and collaboration across all levels. We are committed to continually enhancing our operational processes, streamlining workflows, and optimizing resource allocation. In the past, we have had higher-than-average fixed expenses. This was primarily driven by three major factors: First, our acquisitions strategy over the past decade added millions of dollars in new fees from brokers, auditors, consultants, and other acquisition-related expenses. Second, our continuous investment back into our subsidiaries to enable them to grow beyond their historical performance takes years of training, advisement, talent acquisition, and other costly items that hit as an expense on our P&L Statement. Finally, the building of infrastructure at Alpine 4, with new executives, auditors, financial advisors, and software such as NetSuite, has taken years to build. With that said, we are focused on cost efficiency and exploration in growth with the products we believe will have a positive impact on our share price. As we move beyond the five acquisitions completed in 2021, the switching of our auditors in 2022, and the integration of NetSuite within Alpine 4 and our subsidiaries in 2024, we anticipate that our fixed expenses will begin to drop as a percentage of revenue and subsequently, will reflect in the share price. Dealing with Algorithmic Trading, Short Sale Abuse, and Wholesale / Dark Pool Trading As the CEO of Alpine 4, I believe in the necessity for transparency and responsible practices to be upheld in the markets we trade in. Earlier this year, the management team and a few board members began engaging with consultants, law firms, and other entities to determine the likeliness of the manipulation of our stock price by abusive third parties, investors, or even trading bots. Over the past year, wholesale vs. retail trading of our stock has become a subject of concern for us as well. While wholesale trading has its role in facilitating large transactions efficiently, it can be a potential disadvantage for retail investors by limiting their access to fair pricing and market information. We see this imbalance as going against the principles of an inclusive and transparent market, undermining the trust that is essential for healthy capital markets. Over the past 12 months, Management has discovered a disproportionate level of wholesale trading vs. retail trading with our current market makers. Furthermore, short-sale abuse continues to be a pressing issue for us. While short selling can serve as a mechanism for price discovery and risk management, manipulative short sale practices can lead to distortions on how our stock trades, and we are not alone. These types of trading practices can erode confidence and hinder the growth potential of solid businesses. This is also something the company is facing that is having a severe effect on our stock price. As previously stated, Management believes it has discovered large volumes of algorithmic trading over the past 12 months. This algorithmic trading is driven by complex mathematical models, executed at lightning speed, and can amplify market volatility. The speed and volume at which these trades occur can disrupt the balance between supply and demand, causing unintended disruptions in our stock price and can negatively impact investors. We advocate for measures that promote responsible trading practices, enhance transparency, and mitigate the negative impacts of these trading strategies. As part of our commitment to these values, the company recently engaged an industry expert to advise on alleviating these issues or, at the very least, minimizing their impact on our share price. While the action plan outlined will help ease the effects of the algorithmic bots, wholesale trading of our stock, and abusive short trading, it will take time to accomplish. Our mission extends beyond just financial gains; it encompasses fostering an environment where ethical business practices can thrive. We believe that by addressing these concerns head-on and working collectively to implement meaningful changes, we can help create a more stable and equitable market for all participants investing and trading our stock. I assure you that we are working to address the immediate concerns and looking ahead to position Alpine 4 for success in the long run. This journey requires resilience, patience, and the support of shareholders like you who believe in our mission. In closing, the epilogue of Alpine 4 is one of overcoming adversity and emerging stronger. As we navigate these challenges, let's be mindful of the progress we have achieved over the past decade and focus on the opportunities that lay ahead. Your continued trust in our company and its potential fuels our determination to succeed! Sincerely, Kent Wilson CEO/President/Co-Founder About Alpine 4 Alpine 4 Holdings, Inc (formerly Alpine 4 Technologies, Ltd) is a publicly traded conglomerate that is acquiring businesses that fit into its disruptive DSF business model of drivers, stabilizers, and facilitators. Alpine 4 Holdings reported a net loss of $12.87 million for the year ended Dec. 31, 2022, compared to a net loss of $19.48 million for the year ended Dec. 31, 2021. Phoenix, Arizona-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 5, 2023, citing that the Company has suffered recurring losses from operations and recurring negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. AMERIFIRST FINANCIAL: Files for Chapter 11 Bankruptcy ----------------------------------------------------- On Aug. 24, 2023, AmeriFirst Financial, Inc. and Phoenix 1040 LLC each filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The Mesa, Arizona-based company listed estimated assets and liabilities of as much as $100 million each. The company is a mid-size mortgage company that has been in operation for more than three decades, according to its website. Retail lender AmeriFirst Financial filed for Chapter 11 bankruptcy protection just two months after it got back into the forward mortgage origination business. RCP Credit Opportunities Fund is listed as the largest unsecured creditor in the AmeriFirst Chapter 11 case -- with a claim of $17.9 million, court pleadings show. Other creditors in the AmeriFirst bankruptcy with unsecured claims exceeding $500,000 include -- RCP Customized Credit Fund ($5.97 million) and Wells Fargo Bank ($1.1 million). AmeriFirst told Housingwire that the bankruptcy action has no impact on closed mortgages and the loans in the pipeline will be closed and funded. Housingwire recounts that the Arizona-based lender relaunched its forward mortgage origination business in June after ceasing it in December 2022 against the backdrop of rising interest rates. Through its origination business, AmeriFirst kept its business purpose lending (BPL), providing four products, including debt-service coverage ratio (DSCR) loans, bridge financing, investor construction loans and residential transition loans (RTLs). Its BPL business originated about $30 million in volume every month, Eric Bowlby, CEO at AmeriFirst Financial told HousingWire in June. The lender also maintained its servicing portfolio, servicing about $1 billion of Fannie Mae, Freddie Mac and Ginne Mae loans. Getting back into the forward mortgage origination business, Bowlby had shared plans of keeping physical branches in 20 states while getting rid of regional and branch margins to give competitive rates to homebuyers. The goal was to eliminate about 100 to 125 basis points built into the rates and offer lower rates as mortgage brokers. The company's top listed creditor is bondholder RCP Credit Opportunities Fund, owed nearly $18 million and a related entity owed nearly $6 million, according to the petition. About AmeriFirst Financial Inc. AmeriFirst Financial Inc. is a mid-sized independent mortgage company. AmeriFirst Financial sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11240) on Aug. 24, 2023. In the petition filed by T. Scott Avila, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $50 million and $100 million each. The Honorable Bankruptcy Judge Thomas M. Horan oversees the case. Laura Davis Jones, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, is the Debtors' counsel. AMERIFIRST FINANCIAL: Sept. 7 Deadline Set for Panel Questionnaires ------------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of AmeriFirst Financial, Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/mr2trsvw and return by email it to Linda.Richenderfer -- Linda.Richenderfer@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 5:00 p.m., on Sept. 7, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About AmeriFirst Financial AmeriFirst Financial, Inc. is a mid-sized independent mortgage company. AmeriFirst Financial, Inc. and Phoenix 1040 LLC sought Chapter 11 bankruptcy protection (Bankr. D. N.J., Lead Case No. 23-11240) on Aug. 24, 2023. The petitions were signed by T. Scott Avila as chief restructuring officer. The Debtors listed $50 million to $100 million million in estimated assets and $50 million to $100 million estimated liabilities. The Hon. Thomas M. Horan presides over the Debtors' cases. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtors. AN GLOBAL: Sept. 5 Deadline Set for Panel Questionnaires -------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy cases of AN Global LLC, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/4jaxy9cv and return by email it to Benjamin A. Hackman -- Benjamin.A.Hackman@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Sept. 5, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About AN Global AN Global LLC and its affiliates are global providers of agile-first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. AN Global LLC and 24 of its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N. J., Lead Case No. 23-11294) on Aug. 28, 2023. The petitions were signed by James S. Feltman as chief restructuring officer. The Hon. J. Kate Stickle presides over the Debtors' cases. The Debtors listed $100 million to $500 million in estimated assets and $100 million to $500 million estimated liabilities. Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP serve as co-counsel to the Debtors. The Debtors' Mexican Restructuring Counsel is Garrigues Mexico, S.C. Teneo Capital LLC serves as financial advisor and Guggenheim Securities, LLC serves as banker to the Debtors. Kurtzman Carson Consultants LLC has been tapped as claims, noticing and balloting agent. ATHENA MEDICAL: Amends Priority Claims Pay Details -------------------------------------------------- Athena Medical Group, LLC, submitted a First Amended Plan of Reorganization dated August 28, 2023. Post-petition, WCS has targeted the Debtor's customers, contractors, employees, suppliers, and accountant/bookkeeper. Most recently, WCS interfered with a Tucson facility where the Debtor made rounds and provided wound care, which generated approximately $100,000 a month. After WCS's repeated harassment and interference with this customer, the customer terminated its relationship with the Debtor during the week of August 7, 2023, which will negatively impact the Debtor's revenue going forward. On April 28, 2023, WCS also sent a letter to one of the Debtor's customers wherein: (i) WCS admits that it is a competitor, and (ii) makes false claims about the Debtor allegedly violating anti-kickback rules. Similarly, WCS has been soliciting the Debtor's 1099 contractors that provide services for the Debtor, which led to the Debtor sending a cease and desist letter dated June 2, 2023. On August 14, 2023, the Trustee commenced adversary proceeding 2:23-ap-00160-BKM by filing a complaint for injunctive relief against WCS and equitable subordination of WCS's allowed claim (to the extent it has one). To the extent the Trustee's Adversary Proceeding is still pending on the Effective Date, the Reorganized Debtor as successor to the Debtor will continue to prosecute the claims asserted in the Trustee's Adversary Proceeding and reserves the right to move to amend the complaint to add additional claims for tortious interference with contract and business expectations, and for monetary damages, including lost revenue and profits. Class 2 consists of all Claims that are Priority Claims. In full and final satisfaction of any Allowed Priority Claim that has not been satisfied or extinguished as of the Effective Date, the Reorganized Debtor will pay the holder of such Allowed Priority Claim the full amount thereof from the Projected Disposable Income on the applicable Claim Payment Date or as the Projected Disposable Income permits after payment of all Class 1 allowed Claims, unless otherwise agreed to by the Debtor and the holder of such Priority Claim. Class 2 Claims are not impaired. Like in the prior iteration of the Plan, the holder of such Allowed General Unsecured Claim will be paid a pro rata amount from the Class 3 Payments, up to the full amount of each holder's Allowed General Unsecured Claim. The Reorganized Debtor will continue to be organized under its prepetition Operating Agreement and other organizational documents. The Reorganized Debtor's manager will continue to be Yancey Gaither. The Reorganized Debtor's members will remain the same as they existed as of the Petition Date, in the same percentage of ownership. The Reorganized Debtor will generate income from operating its business to fund all payments due under the Plan. The Reorganized Debtor will fund the Plan from its monthly Projected Disposable Income received by the Debtor for 36 months only and all cash on hand as of the Effective Date, provided that the Reorganized Debtor shall not pay in the aggregate more than the 36 month Projected Disposable Income under the Plan. The Projected Disposable Income will be generated through business operations. The Projected Disposable Income is set forth in the Projections and will be paid to the Trustee for disbursement first of the Trustee's post-confirmation fees, second to satisfy the payments due to claims allowed in Class 1, third to satisfy the payment due to claims allowed in Class 2, with the remaining balance to be paid to the Allowed Claims in Class 3 on a pro rata basis. In no event shall the payments on account of the Allowed Claims in Class 1, Class 2, and Class 3 exceed the amount of the Allowed Claims. A full-text copy of the First Amended Plan dated August 28, 2023 is available at https://urlcurt.com/u?l=iv4p42 from PacerMonitor.com at no charge. Attorneys for Debtor: Isaac M. Gabriel, Esq. Alissa Brice Castaneda, Esq. Michael Galen, Esq. Dorsey & Whitney, LLP 2325 East Camelback Road, Suite 300 Phoenix, AZ 85016 Phone: (602) 735-2702 Fax: (480) 546-4248 Email: gabriel.isaac@dorsey.com Dorsey & Whitney, LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 340-2600 Andrew Holly (admitted pro hac vice) Email: holly.andrew@dorsey.com About Athena Medical Group Athena Medical Group, LLC -- https://athenamedgroup.com/ -- provides primary care, transitional care, chronic care management, remote patient monitoring, and telehealth services. The company is based in Phoenix, Ariz. Athena Medical Group filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01635) on March 16, 2023, with total assets of $3,843,022 and total liabilities of $12,707,798. James E. Cross has been appointed as Subchapter V trustee. Judge Brenda K. Martin oversees the case. The Debtor tapped the Law Office of Mark J. Giunta as bankruptcy counsel; and Ball, Santin & McLeran and Simmons & Gottfried, PLLC, as special counsels. ATLAS PURCHASER: $250MM Bank Debt Trades at 54% Discount -------------------------------------------------------- Participations in a syndicated loan under which Atlas Purchaser Inc is a borrower were trading in the secondary market around 46.3 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on May 18, 2029. The amount is fully drawn and outstanding. Atlas Purchaser, Inc., which does business as Alvaria, Inc., acquired the assets of Aspect Software in a leveraged buyout in 2021. Aspect is a provider of call center software and solutions. AUDACY CAPITAL: $770MM Bank Debt Trades at 54% Discount ------------------------------------------------------- Participations in a syndicated loan under which Audacy Capital Corp is a borrower were trading in the secondary market around 45.8 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $770 million facility is a Term loan that is scheduled to mature on November 17, 2024. About $632.4 million of the loan is withdrawn and outstanding. Audacy Capital Corp. owns and operates radio stations. The Company focuses on sports, news, and music and entertainment. Audacy Capital produces, co-produces, and co-promotes events across markets, including concerts, multi-day musical festivals, speaker series, trade shows, and sports-related events. AVISON YOUNG: $375MM Bank Debt Trades at 58% Discount ----------------------------------------------------- Participations in a syndicated loan under which Avison Young Canada Inc is a borrower were trading in the secondary market around 42.1 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $375 million facility is a Term loan that is scheduled to mature on January 31, 2026. About $360.1 million of the loan is withdrawn and outstanding. Avison Young (Canada) Inc. provides real estate services. The Company offers consulting, advisory, lease administration, investment and asset management, and mortgage services. Avison Young (Canada) serves customers worldwide. BANNEKER SUPPLY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Banneker Supply Chain Solutions, Inc. f/k/a Banneker Industries, Inc 25 John A Cummings Way, Suite 2 Woonsocket, RI 02895 Business Description: Banneker is a provider of end-to-end supply chain management and integrated third-party logistics solutions to a wide range of Fortune 100 companies in multiple industries including E-Commerce, Retail, Food/Beverage, Industrial Manufacturing, Aerospace & Defense, and Government among others. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court District of Rhode Island Case No.: 23-10570 Judge: Hon. Diane Finkle Debtor's Counsel: Thomas P. Quinn, Esq. MCLAUGHLINQUINN LLC 148 West River Street, Suite 1E Providence, RI 02904 Tel: 401-421-5115 Fax: 401-421-5141 Email: tquinn@mclaughlinquinn.com Total Assets: $1,458,047 Total Liabilities: $5,297,980 The petition was signed by Alimamy D. Jabbie, Jr. as president and CEO. 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/5GR3QIQ/Banneker_Supply_Chain_Solutions__ribke-23-10570__0001.0.pdf?mcid=tGE4TAMA BIG VILLAGE: Court Confirms Chapter 11 Plan After Asset Sales ------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that the Chapter 11 plan of Big Village is confirmed by court after several asset sales. Advertising and marketing agency Big Village Holding LLC secured court approval of its liquidation plan, following asset sales totaling about $30 million. Big Village, which was backed by Lake Capital Partners, filed Chapter 11 in February 2023, saying its clients had cut marketing budgets "during difficult economic times." Judge Craig Goldblatt of the US Bankruptcy Court for the District of Delaware signed off on the plan Thursday, August 24, 2023. He approved multiple asset sales during the bankruptcy. Bright Mountain Media Inc. bought Big Village Digital Insights and Big Village Agency for a combined $19.3 million. About Big Village Holding Big Village Holding LLC and its affiliates are a global advertising, technology, and data company with operations in the United States, European Union, and Australia. They deliver their advertising and digital content across multiple media channels and online platforms, and facilitate the implementation of targeted, data-driven advertising strategies which encompass all of the technology and intelligence necessary to execute global advertising campaigns. Big Village Holding LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10174) on February 8, 2023. In the petition signed by Kasha Cacy, global chief executive officer, the Debtors disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Young Conaway Stargatt and Taylor, LLP as legal counsel; Portage Point Partners, LLC as restructuring advisor; and Stephens, Inc. as investment banker. Kroll Restructuring Administration, LLC is the claims and noticing agent and administrative advisor. BNP Paribas, as administrative agent under the Debtors' prepetition credit agreement, is represented by Mayer Brown LLP's attorneys, Brian Trust and Scott Zemser; and Potter Anderson & Corroon LLP's attorney, L. Katherine Good. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Steven Golden, Esq. BLOOMIN' BRANDS: Moody's Alters Outlook on 'Ba3' CFR to Positive ---------------------------------------------------------------- Moody's Investors Service changed Bloomin' Brands, Inc.'s outlook to positive from stable. At the same time, Moody's affirmed Bloomin' Brands' ratings, including its Ba3 corporate family rating, Ba3-PD probability of default rating, Ba1 on its senior secured revolving credit facility, and B1 on its senior unsecured global notes. The speculative grade liquidity rating (SGL) remains unchanged at SGL-1. The change in outlook to positive reflects Bloomin' Brands' sustained improvement in operating performance despite challenging industry conditions, including ongoing inflationary pressure and negative customer traffic. The company has maintained top line growth with solid profit margins, with positive free cash flow and debt reduction, leading to sustained improvement in financial leverage. Affirmations: Issuer: Bloomin' Brands, Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Backed Senior Secured Revolving Credit Facility, Affirmed Ba1 Senior Unsecured Global Notes, Affirmed B1 Outlook Actions: Issuer: Bloomin' Brands, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Bloomin' Brands' Ba3 CFR benefits from the high level of brand awareness of its four brands, a greater focus on off-premises, To-Go, and third-party delivery services and large and diversified asset base with 1,475 restaurants spread across the US and about 22% located internationally. Improved operating performance, including continued revenue growth with solid profit margins along with positive free cash flow and debt reduction, have resulted in stronger credit metrics. Moody's lease adjusted debt/EBITDA improved to around 3.0x for the twelve months ended June 25, 2023, down from 3.3x at the fiscal year ended 2022. EBIT/interest improved to around 2.8x from 2.6x over the same period. Liquidity remains very good supported by balance sheet cash, positive free cash flow and ample excess revolver availability. Bloomin' Brands' credit profile is constrained by the risks to its operating profits and margins over the near term presented by continued cost inflation in certain operating expenses coupled with increasing macroeconomic pressure that could temper consumer spending on food away from home. Bloomin' Brands' sizeable concentration of sales within the casual steak category also increases vulnerability to consumer spending patterns within the category. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded should the company continue to demonstrate the ability to navigate the challenging cost and consumer spending environment while maintaining customer traffic and solid credit metrics, including Moody's debt to EBITDA sustained below 4.0 times and EBIT coverage of interest of over 2.75 times. A higher rating would also require maintaining at least good liquidity and a balanced financial policy. Ratings could be downgraded if operating performance, liquidity or credit metrics materially weakened such that Moody's debt to EBITDA exceeded 4.75 times or EBIT coverage of interest fell below 2.0 times on a sustained basis. In addition, in the event the company's convertible notes are converted or repaid, the loss of junior support in the capital structure could result in a downgrade of the senior secured revolving credit facility and/or senior unsecured notes. Bloomin' Brands, Inc. owns and operates a diversified base of casual dining concepts which include Outback Steakhouse, Carrabba's Italian Grill, Bonefish Grill, and Fleming's Prime Steakhouse and Wine Bar. Revenue exceeded $4.5 billion for the latest twelve month period ended June 25, 2023. The principal methodology used in these ratings was Restaurants published in August 2021. BOURBON STREET: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the District of North Dakota authorized Bourbon Street LLC, Petri Enterprises, LLC, and Gannett Peak, LLC to use cash collateral on an interim basis, in accordance with the budgets, with a 10% variance. As adequate protection for Petri Enterprises' use of cash collateral, Petri Enterprises agreed to grant FinPac a "rolling replacement lien on cash generated by Petri Enterprises during the course of its Chapter 11 case up to the full sum of FinPac's claim." To the extent Petri Enterprises uses prepetition cash collateral in which FinPac holds a security interest, Petri Enterprises is authorized to grant FinPac replacement liens, pursuant to 11 U.S.C. Section 552, in Petri Enterprises' post-petition cash and inventory of the same priority, dignity, and effect as the prepetition liens on the prepetition property of Petri Enterprises; provided, however, that such replacement liens will not attach to avoidance actions or other actions under Chapter 5 of the Bankruptcy Code or any proceeds or recoveries from them. The liens and security interests granted will be effective and perfected without any further act by any party. As adequate protection for Bourbon Street's use of cash collateral, creditors with a secured interest in this cash collateral are granted rolling replacement liens on cash generated by Bourbon Street during its Chapter 11 case. As additional adequate protection for Bourbon Street's use of cash collateral, Bourbon Street will pay Choice Financial Group the sum of $3,3500 per month, to be applied to Bourbon Street's debt, without prejudice to Bourbon Street's right to propose a differentiated payment regime in a plan of reorganization. As adequate protection for Gannett Peak's use of cash collateral, creditors with a secured interest in the cash collateral are granted rolling replacement liens on cash generated by Gannett Peak during its Chapter 11 case. The parties agree that respective Debtor(s) will immediately cease using cash collateral upon the occurrence of one of the following default events: a. If the respective Debtor(s) breach any term or condition of the Order; b. If the relevant case is converted to a case under Chapter 7 of the Bankruptcy Code; and/or c. If respective Debtor(s) is removed from possession and a Trustee, including but not limited to the Subchapter V Trustee, is appointed to take over Debtor(s)' business/operations. A copy of the order is available at https://urlcurt.com/u?l=R7XM62 from PacerMonitor.com. About Bourbon Street LLC Bourbon Street LLC and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.D. Lead Case No. 23-30246) on 23-30246. In the petition signed by Mark Petr, managing member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Shon Hasting oversees the case. Maurice Verstandig, Esq., at The Dakota Bankruptcy Firm, represents the Debtor as legal counsel. BRIGHT MOUNTAIN: Board Appoints Jeff Hirsch as Director ------------------------------------------------------- The Board of Directors of Bright Mountain Media, Inc. appointed Jeff Hirsch as a director of the Company, effective as of Aug. 15, 2023. Mr. Hirsch will serve as a director of the Company until the next annual meeting of shareholders, or until his successor is elected and qualified. The Board has determined that Mr. Hirsch qualifies as an independent director under the New York Stock Exchange listing standards. Mr. Hirsch, 65, has over 25 years in technology, business and sales organization development, brand strategy and investor relations. From July 2016 to April 2023, Mr. Hirsch held various leadership roles at PubMatic (NASDAQ: PUBM), including serving as chief commercial officer. He also held prior executive roles as president of CPXi (now Digital Remedy), chief executive officer of AudienceScience, chief marketing officer of SundaySky, SVP of ValueClick, and was a founder and chief revenue officer of Fastclick (NASDAQ: FSTC). Mr. Hirsch graduated from the University of California, Santa Barbara with a B.A. in Experimental Psychology. Committees of the Board of Directors On Aug. 15, 2023, the Board approved the composition of the Audit Committee, Compensation Committee, and Governance and Nominating Committee of the Company as follows: Audit Committee Pamela Parizek (Chair) Harry D. Schulman Compensation Committee Harry D. Schulman (Chair) Pamela Parizek Governance and Nominating Committee Harry D. Schulman (Chair) Pamela Parizek Director Compensation On Aug. 15, 2023, the Board amended its director compensation policy to include quarterly, cash compensation of $10,000 for service as a director and an additional quarterly, cash compensation of $5,000 for service as chair of one or more committees. The Additional Cash Consideration is effective April 1, 2023 with payments commencing in October 2023. The director compensation policy continues to provide for 100,000 shares of common stock per year on a pro-rata basis, based on their start date, and the reimbursement for fees, travel, and expenses related to the attendance of Board and committee meetings, if and when incurred. Currently, the following directors will receive compensation pursuant to the director compensation policy: Kip Speyer, Pamela Parizek, Harry D. Schulman and Jeff Hirsch. Warrants Amendments On Aug. 11, 2023, the Board approved certain amendments to warrants to purchase approximately 15.3 million shares of the Company's common stock held by investors associated with Spartan Capital Securities, LLC and its affiliates. The warrants were amended to reduce the exercise price currently ranging from $0.65 - $0.75 to $0.40 per share and to extend the term of such warrants to June 30, 2025 or Dec. 31, 2025. The Board also approved entering into a resale registration statement on Form S-1 to register the resale of the shares underlying the warrants. The Board authorized management of the Company to prepare and finalize the amendments to the warrants and the corresponding registration rights agreement. About Bright Mountain Based in Boca Raton, Fla., Bright Mountain Media, Inc. -- www.brightmountainmedia.com -- is engaged in operating a proprietary, end-to-end digital media and advertising services platform designed to connect brand advertisers with demographically-targeted consumers -- both large audiences and more granular segments -- across digital, social and connected television publishing formats. The Company defines "end-to-end" as its process for taking ad buying from beginning to end, delivering a complete functional solution, usually without requiring any involvement from a third party. Bright Mountain reported a net loss of $8.13 million for the year ended Dec. 31, 2022, compared to a net loss of $12 million for the year ended Dec. 31, 2021. For the three months ended Dec. 31, 2022, the Company reported a net loss of $2.32 million. As of Dec. 31, 2022, the Company had $29.20 million in total assets, $43.27 million in total liabilities, and a total stockholders' deficit of $14.07 million. East Brunswick, New Jersey-based WithumSmith+Brown, PC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BRINK'S CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Pos. --------------------------------------------------------------- S&P Global Ratings affirmed all its ratings on Richmond, Va.-based The Brink's Co.'s, including our 'BB' issuer credit rating. The positive outlook continues to reflect that S&P could raise its ratings if the company reduces leverage in line with its expectations. S&P said, "We believe S&P Global Ratings-adjusted leverage will decline below 4x in the next year. Brink's has improved operating performance, but a contraction in its North America segment, higher costs, and foreign exchange headwinds have stalled meaningful deleveraging. We forecast credit metrics improving in the next year but remain cautious that macroeconomic constraints may present challenges. Brink's has a stated leverage target of 3x, which we expect it to maintain despite shareholder remunerations. We believe the company may persist with acquisitions and shareholder distributions. While its reported free operating cash flow (FOCF) of $265 million supports these initiatives, this leaves little wiggle room for debt reduction. As a result, we expect deleveraging from earnings growth. "We forecast favorable performance trends, but foreign exchange volatility is a risk. We expect revenue growth in the high-single-digit percent area over the next two years propelled by price increases, new contract wins, and favorable product mix. Brink's has outpaced inflationary costs with pricing and cost-saving initiatives, which we believe will improve margins. We also expect its new products such as ATM modeling and forecasting services will boost operating performance. These businesses have recurring contracts, higher margins, and shorter payment terms. However, we believe foreign exchange volatility and macroeconomic uncertainty may offset revenue increases because most of the company's operations are outside the U.S. "The positive outlook continues to reflect our expectation that we could raise our ratings on Brink's within the next 12 months, supported by earnings expansion from cost initiatives and business growth, allowing S&P Global Ratings-adjusted leverage to fall below 4x. "Social factors are a moderately negative consideration on our rating on Brink's. This assessment reflects the inherent risks its employees face, particularly in high-risk regions of the world. Although we believe the company has the right procedures and safety measures in place, any incident involving employee safety could lead to brand reputation and legal fines." C.W. KELLER: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized C.W. Keller & Associates, LLC and C.W. Keller Holding Company, Inc. to use cash collateral on an interim basis in accordance with the budget. Enterprise Bank claims an interest in the Debtor's cash collateral. On an interim basis, the Debtors are authorized to collect and use those prepetition assets in which the Bank claims a security interest for the purposes and on the terms proposed in the Motion in the operation of its business as debtor-in-possession, provided, however, that pursuant to Fed. R. Bankr. P. 4001(b)(2) and pending allowance of a final order allowing the relief requested in the Motion, the Debtors will use and expend only that amount of asserted cash collateral as is necessary to avoid immediate and irreparable harm to the Debtors' estate pending a final hearing of the Court on the Motion. As adequate protection to the Bank: a. The Debtors will grant to the Bank a continuing replacement lien and security interest in the post-petition accounts receivable generated from its operations to the same validity, extent and priority that it would have had in the absence of the bankruptcy filing. b. The Debtors will remain within its Budget within an overall margin of 10 percent. c. The Debtors will make monthly adequate protection payments to the Bank in the amount of $25,000 by the 15th of each month. Application of such payments to principal, interest or otherwise shall be subject to further order of the Court. 4. In addition, the Debtors will continue to make the following regular monthly payments to the Equipment Lienholders: Banterra Bank - $2,019 Scotchman - $706 A further hearing on the matter is set for September 11, 2023 at 12:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=Ad7qKp from PacerMonitor.com. About C.W. Keller & Associates, LLC C.W. Keller & Associates, LLC is a fabrication and design engineering firm specializing in custom millwork, composites and concrete form systems. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11357) on August 24, 2023. In the petition signed by Shawn Keller, manager, the Debtor disclosed $7,932,679 in assets and $11,825,481 in liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, represents the Debtor as legal counsel. CAMP DOG: Edward Burr Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 17 appointed Edward Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for Camp Dog Inc. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Edward Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Phone: (602) 418-2906 Email: Ted@macrestructuring.com About Camp Dog Camp Dog Inc. is a dog day care center in Nevada. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13510) on Aug. 21, 2023, with $64,348 in assets and $1,482,040 in liabilities. Mari Kaups, president, signed the petition. Corey B. Beck, Esq., at Corey B. Beck, Esq., represents the Debtor as legal counsel. CANO HEALTH LLC: $644.4MM Bank Debt Trades at 36% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Cano Health LLC is a borrower were trading in the secondary market around 63.6 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $644.4 million facility is a Term loan that is scheduled to mature on November 23, 2027. About $628.3 million of the loan is withdrawn and outstanding. Cano Health, LLC operates primary care centers and supports affiliated medical practices. The Company specializes in primary care for seniors, as well as promotes activities and care to improve both physical health and well-being and offers population health management programs. Cano Health serves patients in the United States. CAPROCK LAND: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Caprock Land Company, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, for authority to use cash collateral for a period of 30 days and provide adequate protection to creditor StoneX Commodity Solutions, LLC. The Debtor requires the use of cash collateral to pay prepetition and post-petition wages of the employees of the Debtor, as well as the normal day-to-day expenses of the Debtor's operations such as payroll, office supplies, utilities, taxes, rents, and repairs and maintenance. On October 13, 2022, the Debtor entered into an Amended and Restated Master Origination and Sale/Repurchase Agreement with StoneX, which was an update to the Original Master Purchase and Sale Agreement that had been entered into on August 31, 2018. Pursuant to the terms of the Amended PSA, the Debtor and StoneX agreed to certain terms relating to commodities trading or sales transactions -- at its most basic, the Debtor would sell and deliver to StoneX, and StoneX would purchase a certain quantity of a stored commodity at a specified price. The Debtor would deliver applicable title documents relevant to that sale to StoneX. The commodity would then be stored at an agreed upon facility in merchantable condition. As of the Petition Date, Debtor is indebted to StoneX in the approximate amount of $15 million. Recent events caused the Debtor's business to struggle and eventually resulted in the Debtor being unable to meet its debt obligations. Those events include wildly fluctuating commodity prices and a loss of over $3 million in commodity value due to a theft. The Debtor believes it has insurance coverage for that theft loss, but no proceeds have yet been received. The Debtor currently has approximately $4.4 million in accounts receivable and approximately $1 million in inventory, of which $712,000 is owned by Stone X. Pursuant to the Amended PSA, all rights and title to the Debtor's inventory have been transferred to StoneX. However, StoneX has no claim to the accounts receivable. Despite the clear language of the Amended PSA, StoneX has asserted that it has a security interest in the Debtor's accounts receivable and on or about August 22, 2023, began contacting the Debtor's customers regarding amounts owed to the Debtor. The Debtor suggests that to the extent replacement liens are necessary and appropriate to provide adequate protection that they be granted to StoneX as an asserted secured creditor in the same nature, extent and priority post-petition as they existed pre-petition. A copy of the motion is available at https://urlcurt.com/u?l=LtxTSo from PacerMonitor.com. About CapRock Land Company, LLC CapRock Land Company, LLC is a global logistics company that manages organic feed ingredients around the world to the benefit of its end customers. CapRock operates seven storage facilities across the U.S. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20172) on August 25, 2023. In the petition signed by Thomas Bunkley, owner, the Debtor disclosed up to $10 million in assets and $50 million in liabilities. Judge Robert L. Jones oversees the case. Steven L. Hoard, Esq., at Mullin Hoard & Brown, LLP, represents the Debtor as legal counsel. CBAK ENERGY: Board Appoints New CFO and Secretary ------------------------------------------------- The Board of Directors of CBAK Energy Technology, Inc. appointed Mr. Jiewei Li as the chief financial officer and secretary of the Company, effective Aug. 22, 2023. Mr. Li, 33, has been the Company's investor relations manager since 2021. Prior to joining the Company, from 2018 to 2021, Mr. Li had worked at multiple fund management companies in China where he focused on structuring various investment products. Before that, from 2014 to 2018, he had worked for several renowned American real estate developers in their fund management departments, responsible for capital market affairs. Mr. Li received a Master's Degree in Political and Public Administration from the Chinese University of Hong Kong in 2014. According to the Company, Mr. Li does not have any family relationship with any director or other executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer. On Aug. 22, 2023, Ms. Xiangyu Pei resigned from her positions as the interim CFO and secretary of CBAK Energy, effectively immediately. The Company said Ms. Pei's resignation was due to personal reasons and not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Ms. Pei will continue to serve as a director on the Board of the Company and take on responsibilities in the Company's finance department. About CBAK Energy Liaoning Province, People's Republic of China-based CBAK Energy -- www.cbak.com.cn -- is a manufacturer of new energy high power lithium batteries that are mainly used in light electric vehicles, electric vehicles, electric tools, energy storage including but not limited to uninterruptible power supply (UPS) application, and other high-power applications. Its primary product offering consists of new energy high power lithium batteries, but it is also seeking to expand into the production and sale of light electric vehicles. CBAK Energy reported a net loss of $11.33 million for the year ended Dec. 31, 2022, compared to net income of $61.56 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $244.03 million in total assets, $119.65 million in total liabilities, and $124.38 million in total equity. Hong Kong, China-based Centurion ZD CPA & Co., the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Dec. 31, 2022. All these factors raise substantial doubt about its ability to continue as a going concern. CENERGY LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Cenergy, LLC 2280 Eastridge Center Eau Claire, WI 54701 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Western District of Wisconsin Case No.: 23-11558 Judge: Hon. Catherine J. Furay Debtor's Counsel: Craig E. Stevenson, Esq. DEWITT LLP Two E. Mifflin Street, Ste. 600 Madison, WI 53703 Tel: 608-252-9263 Fax: 608-252-9243 Email: ces@dewittllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by K. Michael Buck as authorized individual. 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/OQII7JQ/Cenergy_LLC__wiwbke-23-11558__0001.0.pdf?mcid=tGE4TAMA CENTURY AIR: Sylvia Mayer Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 7 appointed Sylvia Mayer, Esq., at S. Mayer Law, PLLC as Subchapter V trustee for Century Air Solutions, LLC. Ms. Mayer will be paid an hourly fee of $450 for her services as Subchapter V trustee and an hourly fee of $195 for paralegal services. In addition, the Subchapter V trustee will receive reimbursement for work-related expenses incurred. Ms. Mayer declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sylvia Mayer, Esq. S. Mayer Law, PLLC P.O. Box 6542 Houston, TX 77265 Telephone: (713) 893-0339 Facsimile: (713) 661-3738 Email: smayer@smayerlaw.com About Century Air Solutions Century Air Solutions, LLC provides heating, air condition installation, repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33123) on August 17, 2023. In the petition signed by Phat Bui, manager, the Debtor disclosed $523,162 in assets and $1,119,313 in liabilities. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. CHINA EVERGRANDE: Restructuring Plan Faces Issue in Creditors Vote ------------------------------------------------------------------ Pearl Liu of Bloomberg Law reports that Evergrande's restructuring plan faces test as creditors vote. China Evergrande Group creditors will vote on the developer’s offshore-debt overhaul proposal Monday, August 21, 2023, a key step in a protracted process to finalize a blueprint for what would be one of the country's biggest restructurings ever. The creditors are slated to meet Monday evening Beijing time at the offices of law firms Sidley Austin LLP in Hong Kong and Maples & Calder in the British Virgin Islands to cast their votes on the defaulter's offshore debt restructuring plan. Court hearings on the results will take place in Hong Kong, Cayman and British Virgin Islands between Sept. 1 and 6, 2023. About China Evergrande China Evergrande Group is an integrated residential property developer. The Company, through its subsidiaries, operates in property development, investment, management, finance, internet, health, culture, and tourism markets. As reported in the Troubled Company Reporter-Asia Pacific on Aug. 18, 2023, China Evergrande Group, the second largest real estate developer in China, and certain of its affiliates sought creditor protection in the United States under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11332) on Aug. 17. Evergrande, widely known as the most leveraged company in the world, and its affiliates are asking the U.S. Bankruptcy Court for the Southern District of New York for recognition of foreign proceedings as "foreign main" proceeding under Chapter 15. Evergrande is in the midst of a highly complex restructuring of around $20 billion in offshore debt. In total, the Company has more than $300 billion in liabilities. Evergrande is incorporated in the Cayman Islands as an exempted company with limited liability, with its principal place of business located at 15th Floor, YF Life Centre, 38 Gloucester Road, Wanchai, Hong Kong. It is subject to a restructuring proceeding entitled In the Matter of China Evergrande Group, concerning a scheme of arrangement between Evergrande and certain Scheme Creditors pursuant to the relevant provisions of the Hong Kong Companies Ordinance (Chapter 622 of the Laws of Hong Kong), currently pending before the High Court of Hong Kong (Case Number HCMP 1091/2023. Affiliate Tianji Holding Limited is incorporated in Hong Kong as a limited liability company, with its principal place of business located at 17th Floor, One Island East, Taikoo Place, 18 Westlands Road, Quarry Bay, Hong Kong. Tianji is subject to a restructuring proceeding entitled In the Matter of Tianji Holding Limited, concerning a scheme of arrangement between Tianji and certain Scheme Creditors, pursuant to the relevant provisions of the Hong Kong Companies Ordinance and currently pending before the Hong Kong Court (Case Number HCMP 1090/2023). Affiliate Scenery Journey Limited is incorporated in the British Virgin Islands as a limited liability company, with its principal place of business located at 2nd Floor Water's Edge Building, Wickham's Cay II, Road Town, Tortola, BVI. Scenery Journey is subject to a restructuring proceeding entitled In the Matter of Scenery Journey Limited, concerning a scheme of arrangement between Scenery Journey and certain Scheme Creditors, pursuant to section 179A of the BVI Business Companies Act, 2004, and currently pending before the High Court of the Eastern Caribbean Supreme Court (Case Number BVIHCOM 2023/0076). U.S. Bankruptcy Judge Michael E Wiles presides over the Chapter 15 proceedings. Sidley Austin is the Hong Kong Counsel to Evergrande and Tianji. Maples BVI is the British Virgin Island Counsel to Scenery Journey. CNG HOLDINGS: Moody' Withdraws Caa1 LongTerm Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service has withdrawn its ratings for CNG Holdings, Inc., consisting of a Caa1 long-term Corporate Family Rating and a Caa1 senior secured rating. Prior to the withdrawal, the outlook was negative. RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. CNG Holdings, Inc. is an Ohio-based consumer finance company specializing in providing loans and ancillary products to subprime consumers. CONSUMER ACTION: Court OKs Deal on Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Consumer Action Law Group of Panzarella & Associates, P.C. to use cash collateral on an interim basis in accordance with its agreement with the U.S. Small Business Administration. As previously reported by the Troubled Company Reporter, the proposed terms and conditions of the cash collateral use are based on the projected budget from September 1, 2023 to April 1, 2024. CALG proposes to make adequate protection payments to the SBA in the pre-petition contractual payment amount of $2,476 per month. CALG requires immediate use of its cash on hand and other income generated from its work to maintain the day-to-day business operations and pay employees and vendors on a timely basis. The SBA consented to the Debtor's use of its cash collateral on an interim basis through April 1, 2024 and CALG's use of cash collateral is conditioned upon adequate protection being provided to the SBA. The SBA's primary form of adequate protection will be the Debtor's use of cash collateral to preserve the going concern value of CALG's assets and solely in accordance with the budget. Additionally, CALG will be granting replacement liens and super priority claims as adequate protection, which is commonplace. The Debtor will remit adequate protection payments to the SBA in the amounts and terms as set forth in the applicable SBA Loan documents, with monthly installments of $2,476, and continuing until further order of the Court regarding interim and/or final use of cash collateral, or the entry of an order confirming the Debtor's Chapter 11 plan of reorganization, whichever occurs first. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. A copy of the order is available at https://urlcurt.com/u?l=vzdWUM from PacerMonitor.com. About Consumer Action Law Group of Panzarella & Associates, P.C. Consumer Action Law Group of Panzarella & Associates, P.C. provides legal advice with respect to auto claims and lemon law and, on a more limited basis, bankruptcy law and Fair Credit Reporting claims. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13906) on June 23, 2023. In the petition signed by Charles Panzarella, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Julia W. Brand oversees the case. Andy C. Warshaw, Esq., at Financial Relief Law Center, APC, represents the Debtor as legal counsel. CONSUMERS COOPERATIVE: Case Summary & Two Unsecured Creditors ------------------------------------------------------------- Debtor: Consumers Cooperative Association of Eau Claire 2280 Eastridge Center Eau Claire, WI 54701 Business Description: The Debtor is a stock cooperative located in Eau Claire, Wisconsin. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Western District of Wisconsin Case No.: 23-11560 Judge: Hon. Catherine J. Furay Debtor's Counsel: Craig E. Stevenson, Esq. DEWITT LLP Two E. Mifflin Street, Ste. 600 Madison, WI 53703 Tel: 608-252-9263 Email: ces@dewittllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by K. Michael Buck as authorized individual. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NYF4SCY/Consumers_Cooperative_Association__wiwbke-23-11560__0001.0.pdf?mcid=tGE4TAMA CUSTOM LOGGING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Custom Logging, LLC 402 George Perry Lee Road Dunn, NC 28334 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 23-02538 Judge: Hon. Pamela W. Mcafee Debtor's Counsel: Philip M. Sasser, Esq. SASSER LAW FIRM 2000 Regency Parkway Suite 230 Cary, NC 27518 Tel: 919-319-7400 Fax: 919-657-7400 Email: travis@sasserbankruptcy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James Sherrill Sewel as member-manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KDEBXMA/Custom_Logging_LLC__ncebke-23-02538__0001.0.pdf?mcid=tGE4TAMA DAYTON HOTELS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Dayton Hotels, LLC d/b/a Hotel at Dayton South 8099 Old Yankee Street Dayton, OH 45458 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-53044 Debtor's Counsel: Denis E. Blasius, Esq. THOMSEN LAW GROUP, LLC 140 North Main Street, Suite A Springboro, OH 45066 Tel: 937-748-5001 Fax: 937-748-5003 Email: dblasius@ihtlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Abhijit Vasani as president, InnVite Opco, Inc., sole member. 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/I6OZOWY/Dayton_Hotels_LLC__ohsbke-23-53044__0001.0.pdf?mcid=tGE4TAMA DECURTIS HOLDINGS: Carnival Violated Ch. 11 Stay Over Ex-Employees ------------------------------------------------------------------ Emily Lever of Law360 reports that cruise line software company DeCurtis Holdings told a Delaware bankruptcy judge Wednesday, August 23, 2023, that Carnival Corp. violated DeCurtis' Chapter 11 stay by hiring two ex-DeCurtis employees in violation of noncompete and nondisclosure agreements. About Decurtis Holdings DeCurtis Holdings LLC and affiliates provide guest experience and operational management product-focused SaaS software solutions designed to power any indoor, complex environment. DeCurtis is the industry leader in transformational experience technology focused on the cruise line industry, and DeCurtis makes software systems used for providing guests a seamless experience with cruise ship facilities through the use of wireless sensing technologies. Beyond the cruise line industry, DeCurtis's products and services are also applicable to restaurants, theme parks, and the extended hospitality industry, with the potential to expand into healthcare and other settings. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10548) on April 30, 2023. In the petition signed by Joseph J. Carino, chief financial officer, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Kate Stickles oversees the case. Potter Anderson and Corroon LLP and Cooley LLP represent the Debtor as legal counsel. The Debtors tapped Groombrige, Wu, Baughman & Stone LLP as special counsel, Province, LLC as financial advisor, and Omni Agent Solutions as claims, noticing, and administrative agent. DELDOR WELLNESS: Seeks Cash Collateral Access --------------------------------------------- Deldor Wellness, Inc. asks the U.S. Bankruptcy Court for the District of New Jersey, Newark Vicinage, for authority to use cash collateral and provide adequate protection. Specifically, the Debtor seeks preliminary and final authority to use its cash, receivables, deposit accounts, and other cash equivalents upon which its creditor Amerifi Capital LLC holds or might assert a lien or security interest. A UCC Search of the Debtor reveals that the Amerifi filed a UCC-1 Financing Statement against the Debtor on November 4, 2021. In November 2021, the Debtor applied for a loan so that the Debtor could build out it current business location. Amerifi approved and provided financing to the Debtor and holds a UCC lien, asserting a security interest in the Debtor's personal property. Amerifi is owed approximately $38,761 as of the petition date. The value of the Debtor's tangible personal property has been appraised at $3,555. The Debtor proposes to provide adequate protection to Amerifi for its use of cash collateral by (1) making monthly payment to Amerifi in the amount of $275, and (2) granting a replacement lien to Amerifi on all of the Debtor's present and after acquired property, to the extent of any diminishment of the value of the cash collateral after the petition date. The replacement liens granted as adequate protection will be junior in priority only to any fees payable to the clerk of the court or to the United States Trustee pursuant to 28 U.S.C. Sec. 1930. It will be an event of default if (1) the Debtor fails to honor any duty or obligation imposed upon it by the cash collateral order, or has otherwise violated any condition of its use of cash collateral, (2) the Debtor moves to dismiss or convert the case to one under chapter 7, or (3) entry of an order vacating the automatic stay as to the collateral covered by the replacement lien(s). A copy of the motion is available at https://urlcurt.com/u?l=Vp8wqo from PacerMonitor.com. About Deldor Wellness, Inc. Deldor Wellness, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-17422) on August 25, 2023. In the petition, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Brian G. Hannon, Esq., at Norgaard, O'Boyle & Hannon, represents the Debtor as legal counsel. DELTA WHOLESALE: Court OKs Deal on Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Delta Wholesale Tire Center, Inc. to use cash collateral on an interim basis in accordance with its agreement with Huntington National Bank, the U.S. Small Business Administration, Kapitus Servcing Inc., Advance American Funding, LLC, and Itria Ventures LLC. The parties agreed that the Debtor requires funds to pay expenses in connection with maintaining operations, including satisfying taxes, payroll, and paying utilities. Failure to pay these and similar critical expenses would cause Debtor immediate and irreparable harm by disrupting Debtor's ability to maintain operations, effectively shutting down the Debtor. The amount of cash Debtor proposed to use before entry of a final order granting the Motion (including adequate protection payments as authorized under the Order) is $102,225. The Debtor has the following pre-petition indebtedness with the following creditors with an interest in cash collateral: 1. Huntington Bank $328,333 (partially guaranteed by SBA after all collection efforts of the Bank and after all payments from Debtor through plan) 2. Huntington Bank $99,513 3. Small Business Administration $150,000 4. Kapitus Servicing $370,142 5. Advance America Inc. $282,282 6. Itria Ventures LLC $40,638 As adequate protection, the lenders will receive replacement liens in the Debtor's postpetition assets to the same extent and with the same priority that it has by virtue of the pre-petition perfected security interests as of the Petition Date but only to the amount of diminution in value of their interests. The Debtor's permission to use cash collateral will terminate upon the occurrence of any of the following: (a) the Debtor's failure to abide by any of the terms and conditions contained in the Order, any Debtor-in Possession order, or any other order of the Court; (b) an order being entered dismissing the case or converting this case to a case under Chapter 7 of the Bankruptcy Code, appointing Trustee to perform any duties of the Debtor, or terminating the authority of the Debtor to conduct business; or (c) the Debtor's cessation of operations for any reason. As adequate protection of the interests of Financiers under 11 U.S.C. Sections 361, 362, and 363(e), and to secure the payment of the Indebtedness, the Financiers are granted security interests and replacement liens upon all assets of the Debtor. As adequate protection, Financiers are granted a perfected security interest and replacement liens in the Debtor's post petition assets (except Chapter 5 Causes of Action) to the same extent and with the same priority as their respective pre-petition security interest(s) but only to the extent of any diminution of Financiers collateral position. All Indebtedness for adequate protection due to the Financiers will have priority over any and all costs and expenses of administration or other priority claims in this Chapter 11 proceeding. As additional adequate protection of Huntington Bank's interests only, the Debtor will pay Huntington Bank the sum of $7710 upon entry of the Order and then $3855 per month thereafter on the first business day of each month until further Order of the Court. A further hearing on the matter is set for September 27 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=QvRUGA from PacerMonitor.com. About Delta Wholesale Delta Wholesale Tire Center, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31065) on June 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. DELTA WHOLESALE: Seeks Cash Collateral Access --------------------------------------------- Delta Wholesale Tire Center, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, for authority to use cash collateral and provide adequate protection. An immediate need exits for the Debtor to obtain approval of the use of cash collateral in order to meet key expenses amounting to $102,225. Without the immediate use of the cash collateral for 21 days, the Debtors will not be able to resume operations and risks the loss of significant assets. Clearly this would have a severe negative impact upon the Debtor's going concern value and ability to successfully create value for all creditors. The following creditors may claim an interest in cash collateral. It is the position of the Debtor that only Huntington Bank has a lien that has value in the assets of the Debtor to secure its lien. The balance of alleged lien holders have totally unsecured deficiency claims for purposes of their order: A. Huntington Bank $429,508 B. Small Business Administration $150,000 C. Kapitus Servicing $370,142 D. Advance America Inc. $282,282 E. Itria Ventures LLC $40,638 The Debtor intends to provide adequate protection, to the extent of the aggregate diminution in value of cash collateral from and after the Petition Date, to the Lenders for the use of the cash collateral by: a. Maintaining the going concern value of the Debtor's business by using the cash collateral to continue to operate the business and administer the Chapter 11 Case; and b. Providing to Huntington Bank, the SBA , Kapitus Servicing Inc. and Advance America Inc. a post petition replacement lien pursuant to 11 U.S.C. section 363 (p) (2) in the accounts receivable of the Debtor, including cash generated or received by Debtor subsequent to the Petition Date but only lo the extent of the diminition in value of lenders interest. c. Monthly payments of $7,710 and then $3,855 to Huntington Bank only. The Debtor believes that Lenders are adequately protected for the use of the cash collateral in that the orderly operation of the Debtor's business generates sufficient revenues to protect any diminution in value of the cash collateral. The continuation of the Debtor's operations presents the best opportunity for the Lenders to receive the greatest recovery on account of their claims. Accordingly, the Debtor submits that use of cash collateral will allow the Debtor to continue its operations and thereby protect the Lenders interests. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=wyIT6t from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $30,450 for week 1; $37,470 for week 2; and $34,305 for week 3. About Delta Wholesale Delta Wholesale Tire Center, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31065) on June 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. DEPENDABLE LAWN: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Dependable Lawn Care, Inc. 2320 W. 138th Street Blue Island, IL 60426 Business Description: Dependable Lawn primarily engaged in performing a variety of lawn and garden services. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-11667 Judge: Hon. Deborah L. Thorne Debtor's Counsel: Paul M. Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Email: paul@bachoffices.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert D. Walker 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/243ZNMI/Dependable_Lawn_Care_Inc__ilnbke-23-11667__0001.0.pdf?mcid=tGE4TAMA DIGITAL MEDIA: Effects Reverse Common Stock Split ------------------------------------------------- Digital Media Solutions, Inc. filed an amendment to its certificate of incorporation in the State of Delaware, which provides that, after the market close on Aug. 28, 2023, every fifteen shares of the Company's issued and outstanding Class A Common Stock and Class B Common Stock will automatically be combined into one issued and outstanding share of Class A Common Stock and Class B Common Stock, respectively, without any change in the par value per share. Earlier, on April 28, 2023, a majority of the Company's shareholders approved a reverse stock split subject to the board of directors determining the final ratio. The Company's Class A Common Stock began trading on a split-adjusted basis on the New York Stock Exchange (NYSE) at the market open on Aug. 29, 2023. At the Reverse Stock Split Effective Time, every 15 issued and outstanding shares of the Company's Class A Common Stock and Class B Common Stock were converted automatically into one share of the Company's Class A Common Stock and Class B Common Stock, respectively, without any change in the par value per share. The Reverse Stock Split reduced the number of shares of Class A Common Stock issued and outstanding from approximately 41.0 million to approximately 2.7 million and Class B Common Stock issued and outstanding from approximately 25.1 million to approximately 1.7 million. No fractional shares were issued in connection with the Reverse Stock Split. Shareholders who otherwise would have been entitled to receive a fractional share instead became entitled to receive one whole share of common stock in lieu of such fractional share. The Reverse Stock Split affected all shareholders uniformly and did not alter any shareholders' percentage interest in the Company's equity, except to the extent that the Reverse Stock Split resulted in a shareholder owning a fractional share and such shareholder received a whole share in lieu thereof. Proportional adjustments will be made to the terms of the Company's Series A Preferred Stock and Series B Preferred Stock, its stock options, performance stock units, restricted stock units and warrants. The Reverse Stock Split does not otherwise modify any rights or preferences of the Company's Class A Common Stock or Class B Common Stock. The Reverse Stock Split is intended to increase the market price per share of the Company's Class A Common Stock to ensure the Company regains full compliance with the NYSE share price listing rule and maintains its listing on the NYSE. As previously announced, the Company can regain compliance with the NYSE's continued listing standards if, as of the last trading day of any calendar month during the six-month cure period that ends Sept. 29, 2023, the Company's Class A Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the prior 30 trading-day period. The trading symbol for the Company's Class A Common Stock will remain "DMS." The new CUSIP number for the Company's Class A Common Stock following the Reverse Stock Split will be 25401G 403. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- @ digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. Digital Media reported a net loss of $52.50 million for the year ended Dec. 31, 2022. As of March 31, 2023, the Company had $238.81 million in total assets, $337.08 million in total liabilities, $4.99 million in preferred stock, and a total deficit of $103.27 million. Digital Media received notice from the New York Stock Exchange on March 30, 2023, indicating that the Company is not in compliance with NYSE's continued listing standards because the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. * * * As reported by the TCR on Aug. 30, 2023, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. to 'SD' (selective default) from 'CCC+'. S&P said 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. DIOCESE OF OGDENSBURG: Wins Cash Collateral Access Thru Sept 5 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York authorized the Roman Catholic Diocese of Ogdensburg, New York to use cash collateral and provide adequate protection, on an interim basis, through September 5, 2023. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay employee wages and other operating and administrative expenses incurred in the Chapter 11 Case, as well as other payments as may be authorized by the Court by separate order. NBT Bank, National Association, asserts an interest in the cash collateral. As of the Petition Date, the Diocese is indebted to NBT pursuant to these transactions and documents: (i) Letter of Credit Application and Agreement, together dated as of November 9, 2020, pursuant to which NBT made available to the Diocese a $1.95 million Letter of Credit issued by NBT to the New York State Worker's Compensation Board to secure the Diocese's obligations under its self-insured worker's compensation program; and (ii) Specific Security Agreement (Pledged Account) dated as of November 9, 2020, pursuant to which the Diocese pledged all of its property in the possession of, or subject to the control of NBT including, without limitation, its interest in approximately $2.3 million of securities held in a blocked investment account at NBT, to secure its obligations to repay NBT for any amounts drawn on the NBT Letter of Credit. The Debtor is permitted to use cash collateral to pay only (i) reasonable and necessary expenses to be incurred in the ordinary course in connection with the operation of its business and fulfilment of its religious mission, (ii) administrative expenses incurred in connection with the Chapter 11 Case, and (iii) such other payments as may be authorized by separate order of the Court. As adequate protection, NBT will receive perfected replacement security interests in, and valid, binding, enforceable and perfected liens, on all of the Diocese's cash, deposit accounts, and investment property and related proceeds. However, the Postpetition Collateral will not include, and the NBT Rollover Liens will not attach to, any funds or property held by the Diocese (i) for the purpose of administering its insurance programs, (ii) in trust for the benefit of parishes or other Catholic entities within the Diocese, (iii) which represent trust fund taxes or employee payroll deductions, or (iv) which are endowed funds or subject to donor restrictions on use. A further hearing on the matter is set for September 5 at 1 p.m. A copy of the court's order is available at https://urlcurt.com/u?l=X1oT3p from Stretto, the claims agent. About The Roman Catholic Diocese of Ogdensburg The Roman Catholic Diocese of Ogdensburg is a religious organization in Ogdensburg, New York. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60507) on July 17, 2023. In the petition signed by Mark Mashaw, diocesan fiscal officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Patrick G. Radel oversees the case. Charles J. Sullivan, Esq., at Bond, Schoeneck and King, PLLC, represents the Debtor as legal counsel. Stretto, Inc. is the Debtor's noticing and claims agent. DW MARCY: October 30 Public Sale Auction Set -------------------------------------------- Jones Lang LaSalle Americas Inc., on behalf of 426 Marcy Lender LLC ("secured party"), offers for sale at public auction on Oct. 30, 2023, at 10:00 a.m. (New York City Time), in person in the offices of Pryor Cashman LLP, 7 Times Square, 40th Floor, New York, New York, and via zoom or a similar video conferencing program selected by secured party, in connection with a Uniform Commercial Code sale of collateral pledged to secured party by DW Marcy LLC ("Debtor"), the collateral described in that certain credit and security agreement dated as of May 31, 2019, and having been pledged by the Debtor to secured a loan in the original principal amount of $15,000,000 and the that includes all of the Debtor's right, title, and interest in and to an underlying loan in the original aggregate principal amount of up to $25,000,000 ("underlying loan") made by the Debtor to 425 Marcy Avenue LLC ("underlying borrower"). The underlying loan is non-performing and is secured in the part by real property owned by the underlying borrower and that is located at 415-425 Marcy Avenue, Brooklyn, New York (Block 2245, Lots 1 and 5). The auction will not include the equity in the Debtor, the equity in the underlying borrower or the mortgage property itself. All bids must be for cash, and the successful bidder must be prepared to comply with the bidding requirements. Further information concerning the bidding requirements, the collateral and the applicable terms of and conditions of sale can be found at https://www.425marcyuccsale.com/ Jones Lang LaSalle can be reached at: Brett Rosenberg Jones Lang LaSalle Americas Inc. Tel: 212-812-5926 Email: Brett.Roseberg@jll.com DYNATA: Lenders Inks Cooperation Pact As Term Loan Maturity Nears ----------------------------------------------------------------- Reshmi Basu and Ellen Schneider of Bloomberg News report that some lenders to market research firm Dynata have signed a cooperation agreement that will bind them to act together ahead of potential refinancing talks, according to people with knowledge of the matter who asked not to be identified because the matter is private. The group of lenders is working with law firm Gibson Dunn & Crutcher, while the company hired Houlihan Lokey Inc., Bloomberg previously reported. "Like all businesses, Dynata works continuously to improve its financial condition," a representative for Dynata said in a statement. About Dynata LLC Dynata, LLC provides survey and marketing services. EMERGENT BIOSOLUTIONS: S&P Lowers ICR to 'B-' on Lower Guidance --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Emergent BioSoutions Inc. to 'B-' from 'B+'. At the same time, S&P lowered its issue-level rating on its unsecured notes to 'CCC+' from 'B'. The outlook is negative, reflecting risks to S&P's base case expectation of substantial operating improvement over the next 12 months, supporting sustainable free operating cash flow (FOCF) generation. It also reflects significant refinancing risk ahead of looming May 2025 debt maturities. Emergent lowered its full year 2023 guidance, driven by volume and timing volatility for government procurement orders. The company lowered its revenue and adjusted EBITDA guidance by $100 million and $50 million at the midpoint, respectively, reflecting lower-than-expected volume in ACAM2000 (vaccine) and deferral of Tembexa. This was partially offset by continued strong performance in Narcan nasal spray, whose positive momentum should be supported by imminent over the counter sales. While some volatility in government procurement timing has always been expected, the impact on financial results--particularly at this crucial time for the business as it approaches debt maturity--is more severe than S&P had previously anticipated. The company is winding down its CDMO business. Before its second quarter earnings call, the company announced that it will be scaling back its troubled CDMO business, which will result in the layoff of 400 employees. It expects run-rate cost savings of about $100 million, with about$20 million of costs to achieve expensed in the third quarter. The CDMO business has been a significant drag on operations for the past several quarters following high-profile quality issues at its Bayview facility in the production of COVID-19 vaccines. S&P views the winddown as credit positive overall, given the recent severely negative impact on operating performance. However, the CDMO business had previously been viewed as a key growth driver for the future. Combined with the recent sale of its travel health business--which included Emergent's most attractive pipeline assets—S&P has a less favorable view of the long-term growth prospects of the company. The negative outlook reflects risks to S&P's base case expectation of substantial operating improvement over the next 12 months, supporting sustainable FOCF generation. It also reflects significant refinancing risk ahead of looming May 2025 debt maturities. S&P could lower the rating to the 'CCC' category within the next 12 months if: -- Continued operating challenges resulted in sustained free operating cash outflows; -- S&P saw an increasing likelihood that Emergent would be unable to refinance its capital structure before it becomes current in May 2024; or -- S&P saw an increasing likelihood of a distressed exchange, which it might view as tantamount to a default. S&P could revise the outlook to stable if: -- Emergent successfully refinanced its senior facility, which is approaching maturity; and -- S&P saw a lower likelihood of a distressed exchange. S&P believes Emergent's exposure to social risk factors and governance practices compare unfavorably with those of peers, due to well-documented manufacturing concerns unearthed at its Bayview facility in Baltimore. These issues resulted in a lengthy U.S. Food and Drug Administration inspection, a congressional hearing, and the disposal of hundreds of millions of COVID-19 vaccine doses during a time when many countries were desperate for them. S&P does not expect there to be substantial financial penalties levied against Emergent over this quality-control failure, but the company did incur significant remediation costs in 2022. Furthermore, the company's poor execution under its COVID-19 vaccine manufacturing contracts could hinder its ability to win new contracts or renew existing contracts at favorable terms. EMMANUEL HEALTH: Unsecureds to Get Share of Net Profit for 5 Years ------------------------------------------------------------------ Emmanuel Health Homecare, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement describing Plan of Reorganization dated August 28, 2023. The Debtor operates a home healthcare business and has operated the company prior to and during the bankruptcy. During the two years prior to the date on which the bankruptcy petition was filed, the Debtor operated the company. After the effective date of the order confirming the Plan, it will continue to operate the company. The total general unsecured claims are approximately $967,535.84. The allowed general unsecured creditors will be paid as much of what they are owed as possible and will be mailed the Debtors' previous years' financial statements each year for five years, during the term of the five-year Plan, on or about May 1st each year, beginning on May 1, 2024, and thereafter on or about May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028. Each year, if the Reorganized Debtor made a profit, after income taxes, and after making all secured plan payments and normal overhead payments, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro-rata share of 20% of the net profit for the previous year, in twelve equal monthly payments beginning on September 15th of the year in which the financial statements are mailed to these creditors. Each year, during the term of the five-year Plan, the Reorganized Debtor will repeat the 12-month payment plan to the allowed unsecured creditors if the Reorganized Debtor made a net profit the previous year as reflected in the previous years' financial statements. This payout will not exceed five years, and at the end of the five-year Plan term, the remaining balance owed, if any, to the allowed unsecured creditors shall be discharged. There will be no interest accrued on the debt owed to these general unsecured creditors based on their claims or their scheduled amount of debt. These creditors will not receive more than the amount of their claims or scheduled amount of debt regardless of the amount of profit the Reorganized Debtor realizes. The 20% of net profits payable to these creditors is the maximum they will be paid pursuant to the plan terms. General unsecured claims are impaired. Insiders will not be paid any pre-petition claims during the term of the Plan and their claims will be discharged upon confirmation of the Plan, unless the insiders are owed reimbursements for out of pocket reimburseable expenses paid out for the benefit of the Debtor. Equity interest holders are parties who hold an ownership interest (i.e., equity interest) in Emmanuel Health Homecare, Inc. Joyce Jones is the owner and will retain her ownership interest in the company. Payments and distributions under the Plan will be funded by through income from the business. A full-text copy of the Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=j6zhUD from PacerMonitor.com at no charge. Attorney for Debtor: Margaret McClure, Esq. 909 Fannin, Suite 3810 Houston, TX 77010 Telephone: (713) 659-1333 Facsimile: (713) 658-0334 Email: margaret@mmmcclurelaw.com About Emmanuel Health Homecare Emmanuel Health Homecare, Inc., is a home health care services provider in Houston, Texas. The company is a small business debtor as defined in 11 U.S.C. Section 101(51D). Emmanuel Health Homecare filed a voluntary petition for relief under Chapter 11 of the Bankruptcy (Bankr. S.D. Texas Case No. 22-33207) on Oct. 28, 2022, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Joyce Jones, R.N., chief executive officer, signed the petition. Judge Christopher M. Lopez oversees the case. The Debtor tapped Margaret Maxwell McClure, Esq., as bankruptcy counsel and John F. Coggin, CPA as accountant. EMPLOYBRIDGE LLC: $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 83.8 cents-on-the-dollar during the week ended Friday, September 1, 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. EQM MIDSTREAM: Fitch Keeps 'BB' Issuer Default Rating on Watch Pos. ------------------------------------------------------------------- Fitch Ratings has maintained EQM Midstream Partners, LP's (EQM) Issuer Default Rating (IDR) on Rating Watch Positive (RWP). Fitch has also affirmed EQM's senior unsecured revolving credit facility and senior unsecured notes at 'BB'/'RR4'. The RWP reflects the passing into law of the Fiscal Responsibility Act and the resumption of construction on the company's Mountain Valley Pipeline (MVP) project. EQM's ratings reflect its leverage and execution risk related to MVP starting commercial operation and obtaining permanent financing. EQM's credit strengths mainly flow from the high percentage of reservation payments from a long-term contract with EQT Corporation (EQT; BBB-/Stable). Fitch expects to resolve the RWP once MVP begins providing commercial service to customers, which should occur around Jan. 1, 2024. KEY RATING DRIVERS Counterparty Credit Profile: EQT is EQM's primary counterparty and contributed 61% of EQM's 2022 revenues. Fitch expects EQT to remain EQM's largest customer over the next one to two years while EQM continues to provide strategically important midstream infrastructure to the producer. EQT's operational and financial strength influence EQM's credit profile due to strong operational alignment between the two companies. EQT's rating and Outlook also have credit implications for EQM. Fitch upgraded EQT's ratings to investment-grade in 2022, but EQM's ratings remained constrained by the MVP overhang. Long-Term Capacity Reservation Payments: EQM's operations are supported by long-term contracts with firm reservations in both the gathering and transmission segments. As of Dec. 31, 2022, the company's firm gathering contracts and firm transmission and storage contracts have a weighted remaining life of approximately 14 years and 12 years, respectively. Approximately 71% of 2022 revenue was from firm reservation fees, increased from 64% in 2021. This contract structure adds stability to cash flows and protection from volumetric risk. Visibility into MVP Completion: A large part of EQM's growth and balance sheet improvement is dependent upon MVP, which has encountered construction delays and significant cost overruns due to permitting and environmental challenges. The approval of the pipeline as part of the debt ceiling deal has re-started construction and is expected to aid in EQM's deleveraging plan. With lowered execution risks, MVP is anticipated to be in service on or around Jan. 1, 2024. Fitch expects leverage to remain elevated at YE 2023 until MVP is placed in-service but to decline to between 4.5x-4.9x by year-end 2024. Limited Geographic and Counterparty Diversification: EQM's business lines and geographic diversities are limited due to its strong ties with EQT's production in the Appalachian region. In Fitch's view, single-basin operators with large customer concentration are typically exposed to outsized event risk, which could be triggered by an operating issue at the large customer or any production volatilities in the single basin. Despite its location in one of the most prolific gas basins in the U.S., EQM's growth is constrained by the flat to moderate production growth of its E&P customers over Fitch's forecast period. Producers in the region continue to maintain capital discipline and prioritize FCF in the backdrop of natural gas price volatility, basin takeaway constraints, and macro-economic uncertainties. DERIVATION SUMMARY EnLink Midstream LLC (BBB-/Stable) is a comparable peer for EQM. Both companies generate over $1.0 billion in annual EBITDA. EnLink operates in multiple basins, and EQM has predominantly only lower business risk gas-transportation assets in its portfolio. EQM exhibits higher leverage than EnLink. Fitch expects EnLink's leverage for YE 2023 to be approximately 4.0x. Due to the execution challenges of the multi-year MVP project, EnLink is better positioned than EQM, where Fitch expects leverage to remain elevated until MVP is in service. Fitch expects EQM leverage of 5.8x at year-end 2023 and between (approximately) 4.5x-4.9x by year-end 2024. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Fitch price deck for Henry Hub prices of $3.00/mcf in 2023, $3.5/mcf in 2024, $3.00/mcf in 2025 and $2.75/mcf thereafter; - MVP is in service starting Jan. 1, 2024 and non-recourse MVP project financing occurs after Dec. 31, 2023; - No dividend growth expected in forecast period; - Base interest rates per the Global Economic Outlook; - No acquisitions, asset sales or equity issuance assumed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The ratings are sensitive to the timing of the MVP in-service date. The smooth execution of MVP's construction plan in the near term could result in the removal of the RWP and a positive rating action. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Significant delay or cost overrun in MVP's construction; - Leverage of over 5.5x for a sustained period; the leverage is calculated by referencing Equitrans Midstream Corporation's (ETRN) consolidated leverage, e.g. adding the deemed debt portion of the ETRN preferred shares to EQM debt); - Dividend coverage ratio below 1.0x on a sustained basis; - A change in operating profile such that EQM introduces a material amount of non-fee-based contracts for its gathering business; - A change in the financial policies set by ETRN that is materially adverse to EQM's credit quality. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of June 30, 2023, EQM had approximately $690 million in liquidity. Cash on the balance sheet was about $90 million, and there was approximately $600 million available under the $2.16 billion senior unsecured credit facility (availability at June 30, 2023 is governed by a leverage covenant). As of June 30, 2023, EQM was in compliance with its covenants. Fitch expects EQM to maintain compliance with its covenants in the near term. The April 2025 maturity date reflects an extension executed in April 2022 for the above-mentioned senior unsecured credit facility. At the time of the extension, the leverage covenant was amended such that leverage cannot exceed 5.5x with a maximum leverage of 5.85x for four quarters beginning with mobilization for MVP forward construction. Fitch believes these adjustments provide EQM with headroom during a high MVP-related capex period and delays to MVP in-service date slow deleveraging. ISSUER PROFILE EQM is a wholly owned subsidiary of Equitrans Midstream Corp. EQM owns and operates gathering, transmission, and water assets in the Appalachian basin, providing services to producers, local distribution companies and marketers. SUMMARY OF FINANCIAL ADJUSTMENTS EQM forecast metrics referred to herein are calculated by referencing ETRN financial statements, with an adjustment for the preferred shares to reflect a 50% debt treatment and 50% equity treatment. EBITDA in the forecast metrics reflects cash received from EQT that is booked as deferred revenue rather than revenue; when EQT payments eventually transition to where the deferred revenue is being amortized into revenue, this amortization will be removed from revenue to arrive at EBITDA. Regarding unconsolidated affiliates, Fitch calculates midstream energy companies' EBITDA by use of cash distributions from those affiliates, rather than, for example, ratable EBITDA from those affiliates. ESG CONSIDERATIONS EQM Midstream Partners, LP has an ESG Relevance Score of '4' for Exposure to Social Impacts due to continued environmental permitting challenges for MVP, 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 ----------- ------ -------- ----- EQM Midstream Partners, LP LT IDR BB Rating Watch Maintained BB senior unsecured LT BB Affirmed RR4 BB EXIGENT LANDSCAPING: Court OKs Interim Cash Collateral Access ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, Detroit, authorized Exigent Landscaping, LLC to use cash collateral in the amount of $275,214 on a final basis in accordance with the budget, with a 10% variance. The Debtor requires funds to pay expenses in connection with maintaining operations. To the extent of any diminution in value of the pre-petition cash collateral, U.S. Small Business Administration is granted the following Replacement Liens as adequate protection. The Replacement Liens with be lies on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which SBA held a pre-petition lien or security interest. To the extent of any diminution in value of the pre-petition cash collateral, SCP Distributors LLC is granted the following Replacement Liens as adequate protection. The Replacement Liens will be liens on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which SCP Distributors LLC held a prepetition lien or security interest. The Replacement Liens will have the same priority and validity as the pre-petition security interest and liens. To the extent of any diminution in value of the pre-petition cash collateral, Citizens is granted the following Replacement Liens as adequate protection. The Replacement Liens will be liens on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which Citizens held a pre-petition lien or security interest. The Replacement will have the same priority and validity as the pre-petition security interest and liens. To the extent of any diminution in value of the pre-petition cash collateral, V Cap is granted the following Replacement Liens as adequate protection. The Replacement Liens will be liens on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which V Cap held a pre-petition lien or security interest. The Replacement will have the same priority and validity as the pre-petition security interest and liens. To the extent of any diminution in value of the pre-petition cash collateral, Divvi Administration is granted the following Replacement Liens as adequate protection. The Replacement Liens will be liens on the Debtor's assets which are created, acquired, or arise after Petition Date, but limited to only those types and descriptions of collateral in which Divvi held a pre-petition lien or security interest. The Replacement Liens will have the same priority and validity as the pre-petition security interest and liens. A copy of the order is available at https://urlcurt.com/u?l=w7qSUE from PacerMonitor.com. About Exigent Landscaping, LLC Exigent Landscaping, LLC is a full service design and build outdoor construction company specializing 3D designs, pools, hardscaping, landscaping, patios, pergolas, and outdoor kitchens. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-46912) on August 7, 2023. In the petition filed by Brandon Heitman, president and sole member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Thomas J. Tucker oversees the case. Ernest M. Hassan, Esq., at STEVENSON & BULLOCK, P.L.C., represents the Debtor as legal counsel. FINTHRIVE SOFTWARE: $460MM Bank Debt Trades at 37% Discount ----------------------------------------------------------- Participations in a syndicated loan under which FinThrive Software Intermediate Holdings Inc is a borrower were trading in the secondary market around 62.9 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $460 million facility is a Term loan that is scheduled to mature on December 17, 2029. The amount is fully drawn and outstanding. FinThrive is a provider of revenue cycle management software solutions to the healthcare sector. FRANCOS TRUCKING: Case Summary & 14 Unsecured Creditors ------------------------------------------------------- Debtor: Francos Trucking, LLC 1012 Haston Rd Carlsbad, NM 88220 Business Description: The Debtor operates in the transportation industry. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court District of New Mexico Case No.: 23-10747 Judge: Hon. David T. Thuma Debtor's Counsel: Christopher M. Gatton, Esq. GIDDENS & GATTON LAW, P.C. 10400 Academy N.E. Suite 350 Albuquerque, NM 87111 Tel: (505) 271-1053 Email: giddens@giddenslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Robert L. Franco, II as owner. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CGIEJZA/FRANCOS_TRUCKING_LLC__nmbke-23-10747__0001.0.pdf?mcid=tGE4TAMA FREE SPEECH: Wins Continued Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Free Speech Systems, LLC to use cash collateral on an interim basis in accordance with the budget, with a 20% variance. The Court directed the Debtor to maintain debtor-in-possession accounts at Axos Bank, which accounts will contain all operating revenues and any other source of cash constituting cash collateral, which is (or has been) generated by and is attributable to the Debtor's business. Other than as provided for in the Budget, the Debtor will not make any payment to or for the benefit of any insider of the Debtor, either directly or indirectly, as that term is defined in 11 U.S.C. Section 101(31). In addition, no payments to any insider during the Interim Period will exceed $10,000. The Debtor will reserve $5,000 per week during the Interim Period for adequate protection to PQPR Holdings Ltd., but will not pay the reserved amount to PQPR unless authorized by further orders of the Court. Nothing will constitute an admission that PQPR is or is not entitled to receive any adequate protection payment on account of its claims. Moreover, nothing will prejudice the rights of any party-in-interest, including but not limited to the Debtor, any creditor, or PQPR to challenge or assert PQPR's entitlement to receive an adequate protection payment. A further interim hearing on the matter is set for September 26, 2023 at 2 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=PBs39E from PacerMonitor.com. The budget provides for total operating expenses, on a weekly basis, as follows: $317,790 for the week ending September 10, 2023; $62,850 for the week ending September 17, 2023; $282,090 for the week ending September 24, 2023; and $75,200 for the week ending September 30, 2023. About Free Speech Systems Free Speech Systems LLC is a broadcast media production and distribution company that provides broadcasting aural programs by radio to the public. Free Speech Systems is a family-run business founded by Alex Jones. FSS is engaged in the business of producing and syndicating Jones' radio and video talk shows and selling products targeted to Jones' loyal fan base via the Internet. FSS produces Alex Jones' syndicated news/talk show (The Alex Jones Show) from Austin, Texas, which airs via the Genesis Communications Network on over 100 radio stations across the United States and via the internet through websites including Infowars.com. Due to the content of Alex Jones' shows, Jones and FSS have faced an all-out ban of Infowars from mainstream online spaces. Shunning from financial institutions and banning Jones and FSS from major tech companies began in 2018. Jones, a conspiracy theorist, has been sued by victims' family members over Jones' lies that the 2012 Sandy Hook Elementary School shooting was a hoax. Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet TV, LLC, filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 22-60020) on April 18, 2022. The Debtors agreed to the dismissal of the Chapter 11 cases in June 2022 after the Sandy Hook victim families dismissed the three bankrupt companies from their lawsuits. Free Speech Systems filed a voluntary petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on July 29, 2022. In the petition filed by W. Marc Schwartz, as chief restructuring officer, the Debtor reported assets and liabilities between $50 million and $100 million. Melissa A. Haselden has been appointed as Subchapter V trustee. Alexander E. Jones filed for personal bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 22-60043) on Dec. 2, 2022, listing $1 million to $10 million in assets against liabilities of $1 billion to $10 billion in liabilities. Raymond William Battaglia, Esq., at the Law Offices of Ray Battaglia, PLLC, is FSS's counsel. Raymond W. Battaglia and Crowe & Dunlevy, P.C., led by Vickie L. Driver, Christina W. Stephenson, Shelby A. Jordan, and Antonio Ortiz are representing Alex Jones. Judge Christopher Lopez oversees the FSS Chapter 11 case. FREEDOM MORTGAGE: S&P Alters Outlook to Stable, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings revised its recovery rating on the senior unsecured notes to '3' from '4', indicating its expectation for meaningful recovery (60%) in a simulated default scenario. The stable outlook reflects S&P's expectation that over the next 12 months, Freedom will continue to manage through low originations while maintaining debt to EBITDA around 5x and debt to tangible equity below 1.5x. The outlook revision stems from Freedom's improving performance because of its expanding servicing portfolio and expense cuts, and S&P's expectation that the company will continue its deleveraging trajectory. As of June 30, 2023, Freedom's debt to EBITDA for the last 12 months remains elevated at 7.6x, but annualized debt to EBITDA continued to improve in second-quarter 2023, to 5.0x from 5.6x in first-quarter 2023. EBITDA interest coverage has also improved, with the annualized ratio at 2.6x for second-quarter 2023. Debt to tangible equity has remained slightly below 1.5x since year-end 2022. Freedom has largely managed the improvement in EBITDA through expense cuts, as salaries and related expenses declined by 50% year-over-year to $114 million in second-quarter 2023. Mortgage origination volumes and gain-on-sale (GOS) margins remain depressed due to high interest rates. Freedom originated $10 billion of mortgages in the first half of 2023, down from $24 billion in the first half of 2022, and $84 billion in the first half of 2021. Cash GOS margins (excluding mortgage servicing rights (MSRs) capitalized) have also remained negative since second-quarter 2022, indicating pressures on profitability from market competition. S&P expects the company to continue focusing less on originating new mortgages in the wake of high interest rates. S&P said, "We expect Freedom's MSR portfolio to continue providing a recurring revenue stream. Freedom's owned servicing portfolio unpaid principal balance grew to $472 billion as of June 30, 2023, from $441 billion a year ago, mainly driven by robust MSR retention and bulk purchases (Freedom purchased $1.8 billion of MSRs in 2022 and $455 million in the first half of 2023). As interest rates rose, mortgage prepayment speeds have been slower, extending the duration of the underlying MSR cash flows. As a result, loan servicing income grew 42%, to $686 million, for the first half of 2023 from the first half of 2022. “We believe Freedom's liquidity remains sufficient to meet operational needs. As of June 30, 2023, the company had $554 million of unrestricted cash on balance sheet and more than $1 billion of capacity under its KeyBank line and Ginnie Mae Variable Funding Note facility. Positively, forbearance levels and 60-plus-day delinquencies remain low. “The stable outlook reflects our expectation that over the next 12 months, Freedom will continue to manage through low originations while maintaining debt to EBITDA around 5x, debt to tangible equity below 1.5x, and EBITDA interest coverage above 2x. We also expect Freedom will continue to build its servicing book organically and through purchases, while maintaining sufficient liquidity. “We could lower the ratings over the next 12 months if we expect debt to tangible equity will be sustained over 1.5x, EBITDA interest coverage sustained below 2x, or debt to EBITDA sustained significantly above 5x. We could also lower the ratings if Freedom encounters additional regulatory actions or scrutiny, or if the company buys back debt at distressed levels--which we could view as a de facto restructuring tantamount to default. "We view an upgrade as unlikely in the next 12 months. Over time, we could raise the ratings if we expect Freedom to maintain debt to EBITDA below 4x and debt to tangible equity below 1.25x." FT MEDICAL: Todd Hennings Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 21 appointed Todd Hennings, Esq., at Macey, Wilensky & Hennings, LLP as Subchapter V trustee for FT Medical Group, LLC. Mr. Hennings will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Hennings declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Todd E. Hennings, Esq. Macey, Wilensky & Hennings, LLP 5500 Interstate North Parkway, Suite 435 Sandy Springs, GA 30328 Phone: (404) 584-1222 About FT Medical Group FT Medical Group, LLC is a full-service molecular and clinical laboratory in Atlanta, Ga., which offers a complete suite of sample collection, laboratory testing, and reporting or analysis capabilities. It conducts business under the name ID Tech Molecular Laboratories. FT Medical Group filed Chapter 11 petition (Bankr. N.D. Ga. Case No. 23-57910) on Aug. 18, 2023, with $1,153,142 in total assets and $5,413,254 in total liabilities. Darryle Farr, chief operating officer, signed the petition. Judge Lisa Ritchey Craig oversees the case. Ian Falcone, Esq., at The Falcone Law Firm, PC, represents the Debtor as bankruptcy counsel. FTX GROUP: Gets OK to Fast-Track Claims Below $15M -------------------------------------------------- Vince Sullivan of Law360 reports that a Delaware bankruptcy judge on Wednesday, August 23, 2023, approved procedures for streamlined settlements of litigation claims held by bankrupt cryptocurrency exchange FTX Trading Ltd., but capped the value of claims eligible for the quick deals at $15 million after the Office of the United States Trustee objected to the original proposal. "Even if truncated settlement procedures were appropriate for these cases, which they are not, the size of the claims to be covered by such procedures need to be truly "small." As noted above, the definition of "Small Estate Claim" is so vague that it could cover nearly anything. The only dollar parameters the Debtors propose relate not to the value of the claims, but the amount paid in settlement of such claims, which is up to $10 million per claim, based on the fair market value of cash, property, claims or other consideration to be received the Debtors, defined as the "Settled Value"," the U.S. Trustee said in its objection. "The Settled Value does not, however, take into consideration the value of the claim being settled. It would therefore appear, for example, that if the Debtors believe they have claims valued at $100 million against a particular entity, but agree to accept $100,000 in settlement, the Settled Value would be less than $10 million, and therefore the claim would be subject to the Settlement Procedures. Thus, even though the Debtors would be accepting a settlement payment of only one-tenth of one-percent of the value of the claim, under the proposed Settlement Procedures, the settlement would be allowed without notice to anyone other than the Official Committee and the Ad Hoc Committee, and without Court approval." The U.S. Trustee was the sole objector to the Motion. In an effort to address the issues raised in the Objection, the Debtors have revised the Settlement Procedures. Specifically, the Debtors propose (i) reducing the maximum Settled Value for claims covered by the procedures to US$7,000,000, (ii) including the U.S. Trustee as a third Noticed Party, (iii) limiting the claims to which the procedures apply; and (iv) filing monthly reports of executed settlements. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX GROUP: Sam Bankman-Fried Unlikely to Receive Adderall in Jail ----------------------------------------------------------------- Fola Akinnibi and Stacy-Mmarie Ishmael of Bloomberg News report that life at Brooklyn's notorious Metropolitan Detention Center has proved challenging for disgraced former crypto CEO Sam Bankman-Fried. The federal detention center is the largest in the US, housing some 1,600 people who are awaiting trial for their alleged crimes. Politicians in New York have decried the "utterly inhumane conditions" at MDC and have asked the federal government for reforms. Bankman-Fried's attorneys say he's been subsisting on "bread and water" as well as a little peanut butter, and that requests to fill Adderall prescriptions to treat his ADHD and depression have been ignored. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GILBERT BARBEE: Continued Operations to Fund Plan ------------------------------------------------- Gilbert, Barbee, Moore & McIlvoy P.S.C. filed with the U.S. Bankruptcy Court for the Western District of Kentucky a Disclosure Statement for Plan of Reorganization dated August 28, 2023. GGC was founded in 1937, is headquartered in Bowling Green, Kentucky, and provides an array of health care services for patients of all ages. On May 30, 2014, a medical malpractice complaint was filed against Dr. Tage F. Haase, Commonwealth Regional Specialty Hospital, Inc., Bowling Green-Warren County Community Hospital Corporation d/b/a The Medical Center at Bowling Green, and Debtor, initiating the case styled Alice and Lloyd Dean Duff v. Tage F. Haase, M.D., et al., Case No. 14-CI-00665 ("State Court Action"). On July 29, 2022, a jury entered a verdict against Debtor in the total amount of $21,310.887.24, representing $13,310.887.24 for the patient and $8,000,000.00 for her husband. On August 16, 2022, the Warren Circuit Court entered judgment solely against Debtor in the amount of $21,310,887.24 (the "Judgment"). On December 19, 2022, the Warren Circuit Court entered an order ruling on certaim post-trial motions. The Chapter 11 Case was filed on the Petition Date to preserve Debtor's ability to continue to care for the over one million patients seen by the Clinic each year; protect the value of Debtor's assets for all of its creditors; continue operating Debtor's business; and—along with Debtor's entire team—provide important healthcare to the community while the Judgment is pending on appeal. Since the Petition Date, Debtor has continued to operate as a debtor in possession subject to the supervision of the Bankruptcy Court in accordance with the Bankruptcy Code. This relief afforded Debtor with the breathing spell necessary to assess and reorganize its business. The automatic stay remains in effect, unless modified by the Bankruptcy Court or applicable law, until the Effective Date. Class 3-A consists of Allowed Unsecured Trade Vendor Claims against Debtor arising under existing agreements for the sale of goods and services with Debtor. All claims will be paid at 95% of the amount owed within 90 days of the Effective Date. The amount of claim in this Class total $1,207,155.78. This Class is impaired. Class 3-B Allowed Unsecured Employment Agreement Cure Claims. Any allowed claim in Class 3- B will be paid in accordance with the assumed Employment Agreement or in accordance with the normal business operations of Debtor. The amount of claim in this Class total $4,012,413.53. This Class is unimpaired. Class 3-C consists of Allowed Unsecured Critical Vendor Claims. Any allowed claim in Class 3-C will be paid in accordance with the Court's order authorizing the payments to critical vendors. The amount of claim in this Class total $8,106,037.64. This Class is unimpaired. Class 3-D consists of Allowed Unsecured Rejection Claims. Between the Effective Date and the date that is 6 months after the Effective Date, Debtor will pay 75% of each allowed claim in Class 3-D. Other than as provided for in the Plan and Confirmation Order, the timing and frequency of payments to holders of Class 3 D Claims on account of such Claims shall be within the sole discretion of the Plan Proponent. Class 3-E consists General Allowed Deminimis Claims. All claims will be paid in full, without interest, within 90 days of the Effective Date. The amount of claim in this Class total $28,486.09. This Class is unimpaired. Class 3-F consists of General Allowed Unsecured Claims. Between the Effective Date and the date that is 6 months after the Effective Date, Debtor will make a sum total of $100,000.00 available for Pro Rata distribution to all holders of Class 3-F Claims. Other than as provided for in the Plan and Confirmation Order, the timing and frequency of payments to holders of Class 3 F Claims on account of such Claims shall be within the sole discretion of the Plan Proponent. This Class is impaired. Class 4-A consists of Allowed Unsecured Tort Insurance Claims. Between the Effective Date and the date that is 6 months after the Effective Date, Debtor will pay the sum of $10,000.00 to any holder of a Class 4-A Claim which accepted the Plan. Debtor will have no further obligation on the Class 4-A Claims with any additional payments being made from available insurance proceeds, if any. The amount of claim in this Class total $9,900,642.52. This Class is impaired. Class 4-B consists of Allowed General Unsecured Tort Claims. Beginning on January 5, 2026, and continuing for 36 months, Debtor will make equal monthly deposits of $50,000.00 to a segregated account held by the Disbursing Agent to fund the Class 4-B Claim Distribution. A total of $1,800,000.00 will be deposited into this account to fund the Class 4-B Distribution. Upon entry of a final, non-appealable judgment or settlement of a Class 4-B Claim, the Claim will be first entitled to payment from the maximum available insurance proceeds. The amount of claim in this Class total $173,922,529.66. Class 4-C consists o Allowed Unsecured Judgment Tort Claims. Beginning on January 5, 2024, or the Effective Date, whichever is later, and continuing for a total of 24 months, Debtor will make equal monthly payments of $50,000.00 to the Disbursing Agent to be distributed pro rata to the holders of a Class 4-C Claim upon entry of a final, non-appealable judgment on such claim. Upon entry of a final, non appealable judgment or settlement of a Class 4-C Claim, the Claim will be first entitled to payment from the maximum available insurance proceeds. The total distribution to Class 4-C Claim holders from Debtor will be $1,200,000.00. If no holder of a Class 4-C Claim exists or has a final, nonappealable judgment in excess of available insurance, the Disbursing Agent shall return the funds to Debtor. The amount of claim in this Class total $21,795,315.48. Upon entry of the Confirmation Order, Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for Debtor to meet its ongoing expenses and obligations contemplated under the Plan. A full-text copy of the Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=10mUag from PacerMonitor.com at no charge. 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 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 69.1 cents-on-the-dollar during the week ended Friday, September 1, 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. GREELEY LAND: Seeks Cash Collateral Access Thru Sept 30 ------------------------------------------------------- Greeley Land, LLC, Pathfinder 501, LLC and Pathfinder Crismon, LLC advised the U.S. Bankruptcy Court for the District of Colorado that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree that the Debtor may use cash collateral in accordance with the budget, with a 15% variance, through September 30, 2023. The Debtor seeks authority to use its cash for continued operations of its student housing complex in accordance with a budget for the month of September 2023. Pathfinder 501 asserts a senior security interest in all the Debtor's assets pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. Crismon also asserts an interest in the cash collateral that is junior to Pathfinder 501's interest pursuant to a Deed of Trust, Assignment of Rents, and Security Agreement. The Debtor plans to continue operation of its business throughout the chapter 11 case and has proposed a liquidating plan. In the interim, to pay necessary operating expenses and preserve the Property, the Debtor must immediately use cash collateral in which Pathfinder claims an interest. A copy of the motion is available at https://urlcurt.com/u?l=3uEWVV from PacerMonitor.com. About Greeley Land, LLC Greeley Land, LLC, an apartment building operator, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 22-14864) on Dec. 13, 2022, listing $10 million to $50 million in both assets and liabilities. Judge Michael E. Romero presides over the case. Michael J. Pankow, Esq., and Amalia Y. Sax-Bolder, Esq., at Brownstein Hyatt Farber Schreck, LLP are the Debtor's bankruptcy attorneys. GREENSMITH LAND: Case Summary & 17 Unsecured Creditors ------------------------------------------------------ Debtor: Greensmith Land Management, LLC d/b/a Greensmith Construction Group 4459 Gulf Breeze Pkwy Gulf Breeze, FL 32563 Business Description: Greensmith offers design, installation, and service for outdoor structures, landscaping, land clearing, and construction material hauling. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Northern District of Florida Case No.: 23-30616 Debtor's Counsel: J. Steven Ford, Esq. WILSON, HARRELL, FARRINGTON, FORD, ET, AL. 307 S. Palafox Street Pensacola, FL 32502 Tel: 850-438-1111 Fax: 850-432-8500 Email: sford@wilsonharrell.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul Smith as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SAOZ4AI/Greensmith_Land_Management_LLC__flnbke-23-30616__0001.0.pdf?mcid=tGE4TAMA HATCH & CO: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Hatch & Company Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance, extending through the end of January 2024. The Debtor requires the use of cash collateral for generative and administrative expenses. Live Oak asserts a claim against the Debtor in connection with two separate Small Business Administration loans: (i) SBA Loan ff-9170-09, evidenced by that certain U.S. Small Business Administration Note dated March 8, 2019, by and between Live Oak as the "Lender" and the Debtor as the "Borrower", in the original principal amount of S2.730 million, and related loan and security documentation, and (ii) SBA Loan # -0370-07, evidenced by the U.S. Small Business Administration Note dated March 8, 2019, by and between Live Oak as the "Lender" and the Debtor as the "Borrower", in the original principal amount of $100,000, and related loan and security documentation. The current balance of SBA Loan #1 is approximately $2.013 million, and the current balance of SBA Loan #2 is approximately $64,503. The use of cash collateral will end on the earlier of the following dates or events: (a) the appointment of a Chapter 11 Trustee; (b) the conversion of this Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code; (c) the occurrence of a default hereunder which remains uncured as provided therein; (d) the entry of an order dismissing the Bankruptcy Case and such Order becoming effective pursuant to its terms; or (e) further order of the Bankruptcy Court. As adequate protection of their interests, pursuant to Bankruptcy Code Section 361 and 363 (e), Respondents are granted replacement liens in Debtor's property of the kind and in the priority as Respondents' respective liens may have attached to Debtor's property as of the Petition Date. Pursuant to 11 U.S.C. Section 507(b), Live Oak's claim will have priority over every other claim allowable under 11 U.S.C. Section 507(a) (2), subject to the reasonable fees of professionals, the Subchapter V trustee, and the United States Trustee. In addition, on or before the fifth business day following entry of the Order and continuing on the same day of each subsequent month thereafter until further Court Order, the Debtor will pay $1,542 to Live Oak. Further, on or before the fifth (business day following entry of the Order, the Debtor will pay $608 to Live Oak as adequate protection for the period from August 11, 2023, to August 22, 2023. Live Oak will apply adequate protection payments to accrued interest under SBA Loan #1 and SBA Loan #2, pari passu. These events constitute an "Event of Default": (i) the conversion or dismissal of the case; or (ii) the appointment of a trustee or an examiner with expanded powers in the case; and (iii) the Debtor's failure to comply with the Order. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=bV6kFx from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $28,287for September 2023; $28,262 for October 2023; $27,062 for November 2023; $27,062 for December 2023; and $27,762 for January 2024. About Hatch & Company Inc. Hatch & Company Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56969-lrc) on July 24, 2023. In the petition signed by Stephen Thomas Hatch, chief financial officer, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the case. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., represents the Debtor as legal counsel. HILLIARD HOTELS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hilliard Hotels, LLC DBA Hampton Inn Sidney 1600 Hampton Court Sidney, OH 45365 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-53045 Debtor's Counsel: Denis E. Blasius, Esq. THOMSEN LAW GROUP, LLC 140 North Main Street, Suite A Springboro, OH 45066 Tel: 937-748-5001 Fax: 937-748-5003 Email: dblasius@ihtlaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Abhijit S. Vasani as president of InnVite Opco, Inc., sole member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JPWLZSY/Hilliard_Hotels_LLC__ohsbke-23-53045__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Abbie Huer Wages $0 11754 US Route 127 West Manchester, OH 45382 2. Addison Kaylor Wages $0 113 N. Highland Avenue, Apt. 3D Sidney, OH 45365 3. AES Ohio Utility Service $4,859 P.O. Box 2631 Dayton, OH 45401-2631 4. Alane Bertsch Wages $0 812 Ferree Place Sidney, OH 45365 5. Amanda Young Wages $0 400 Buckeye Avenue Sidney, OH 45365 6. Aunt Millies/Perfection Trade Debt $224 Bakery 350 Pearl Street Fort Wayne, IN 46802 7. Brenda Fischbach Wages $0 8629 Patterson Halpin Road Sidney, OH 45365 8. CenterPoint Energy Utility Service $0 P.O. Box 4849 Houston, TX 77210 9. City of Sidney Sales Tax $13,666 201 W. Poplar Street Sidney, OH 45365 10. Emerson Trade Debt $98 Attn: Human Resources Department 800 West Florissant Avenue Saint Louis, MO 63136 11. Heartland Food Products Trade Debt $4 P.O. Box 1147 Concordville, PA 19331 12. Hilton Francise Fees $36,600 755 Crossover Lane Memphis, TN 38117 13. IGEL Trade Debt $1,343 2040 Alum Creek Drive Columbus, OH 43207 14. Innvite Hospitality Payroll Advance $20,000 Group, LLC 5955 E. Dublin Granville Road New Albany, OH 43054 15. Itria Ventures, LLC Merchant $1,334,920 1 Penn Plaza, Suite 3101 Cash Advance New York, NY 10119 16. Ohio Department of Taxation Sales Tax $16,513 Attn: Bankruptcy Division PO Box 530 Columbus, OH 43216 17. Onity, Inc. Trade Debt $41,840 4001 Fairview Industrial Drive SE Salem, OR 97302 18. Sysco - Cincinnati Trade Debt $2,024 10510 Evendale Drive Cincinnati, OH 4524 19. U.S. Small Business Economic $2,325,327 Administration Injury 200 W. Santa Disaster Boulevard, Suite 740 Loan Santa Ana, CA 92701 20. Wilson Memorial Hospital Accounts $2,472 915 West Michigan Receivable Street Overpayment Sidney, OH 45365 HILLMAN SOLUTIONS: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Hillman Solutions Corp. (HLMN) and The Hillman Group, Inc.'s Long-Term Issuer Default Ratings (IDRs) at 'BB-'. Fitch has also affirmed the senior secured term loan at 'BB'/ 'RR3'. The Rating Outlook is Stable. The rating reflects Fitch's expectation that HLMN will continue to prioritize deleveraging including paying down its revolver and managing its leverage profile (EBITDA leverage) under 4.0x while executing on its growth strategy. The rating also considers the company's market position in the fastener and protective solution markets, profitability and customer relationships. KEY RATING DRIVERS Working Capital Supports Deleveraging: Fitch expects HLMN's EBITDA leverage to fall to below 4.0x by the end of 2023 as working capital requirements normalize. HLMN's leverage was elevated at the end of 2021 as supply chain constraints and extended lead times necessitated high working capital investments. Inventory levels have since declined to $430 million as of June 30, 2023, from $575 million a year ago and $489 million at the end of 2022. The resulting working capital inflows in 1H 2023 enabled HLMN to pay down pay down $64 million on its revolver, leaving $8 million outstanding on the revolver or total debt outstanding of $844 million, from $912 million at the end of 2022. HLMN is targeting company-calculated net leverage targets to reach 3.5x by the end of 2023. Fitch expects HLMN to continue to pay down debt but weaker end market demand could slow the company's deleveraging path. As leverage improves, capital deployment is expected to refocus on M&A. Fitch expects HLMN to approach M&A in a balanced manner targeting smaller, bolt-on acquisitions. HLMN's long-term company-calculated net leverage target is 2.5x. Weakness in Repair & Remodel: Fitch expects demand in the company's end markets to remain challenged due to the pullback in repair and remodel (R&R) spending with HLMN's revenues declining by about 2%-3% in 2023. Volume declines are expected to be partially offset by price increases and the Robotic and Digital Solutions business. HLMN's exposure to R&R is high relative to Fitch-rated building product peers and is expected to result in less volatile earnings through the downturn. Fitch views the residential R&R as a more stable end-market through economic cycles than new construction activity. FCF Margins Set to Improve: Fitch expects HLMN's FCF margins to recover to mid-single digits during the forecast period as working capital flows reverse and EBITDA margins stabilize (2022: 14%). HLMN has seen margins compress given the recent inflationary pressure and a lag in prices increase. The company completed its latest round of price increases in September 2022, its fourth since the beginning of 2021, and the company expects EBITDA margin to improve in the 2H 2023 as it benefits from dollar-for-dollar price increases and a temporary lag effect from falling ocean container costs. HLMN's EBITDA margins are comparable with other similarly rated diversified industrial and building product peers. The company's EBITDA margins benefit from the high margins (2022: 32%) of the Robotics and Digital Solutions business and help to supplement the more modest margins of its Hardware and Protective Solutions segment (2022: 10%). As a result of its higher margins, Robotics and Digital Solutions account for about 40% of the company's 2022 EBITDA. Market Leader in Niche Markets: HLMN has a strong market position in its core products of fasteners, hardware and personal protection productions, which account for more than 70% of its revenues. Fitch views the barriers of entry to HLMN's business are its long-standing customers relationships and its thorough service model including managing and distributing 112,000 SKUs through HLMN's distribution network directly to stores and having 1,100 sales and service personnel on-site to help customers. HLMN, likewise, has a strong market position in its key duplication, Auto & RFID Fob duplication and engraving offerings. The segment accounts for just 17% of 2022 sales but almost 40% of the overall EBITDA given the segment's high margins and technology content. Customer Concentration: The company has a concentrated retail customer base, and there is a risk that the loss of all or part of a large customer could meaningfully reduce its scale with limited opportunity to recoup lost volumes elsewhere. The risk is mitigated by the company's track record of maintaining long-standing relationships with core hardware retailers. Home Depot and Lowes are the largest customers, accounting for 24% and 22% of 2022 revenues, respectively. These customers regularly undertaking product line reviews of their vendors every few years to determine whether and to what extent they will continue to purchase certain products from a particular vendor. U.S.-Focused Geographic Footprint: The company operates throughout North America with the United States accounting for 88% of 2022 sales. HLMN has 22 distribution centers across the continent, helping it serve 40,000 locations. Fitch views the company's geographic exposure as relatively concentrated relative to similarly-rated and higher-rated peers, which tend to have more international sales exposure. However, the company's strong national presence provides it with better diversity than lower-rated peers, which tend to be more highly concentrated within certain U.S. states/regions. DERIVATION SUMMARY HLMN's rating reflects its strong market position in the fastener and protective solutions markets, long-standing relationships with key customers, profitability and improving leverage metrics. HLMN is strongly positioned relative to 'B'-category Fitch-rated building products and distributor peers including Park River Holdings, Inc (Park River; B-/Stable). HLMN's EBITDA leverage is expected to improve to under 4.0x in 2023 while Park River's leverage is elevated around 7.0x over the same period. HLMN's credit profile is comparable with MIWD Holdco II LLC and MIWD Holding Company LLC (dba MITER Brands; MITER, BB-/Stable) with similar EBITDA margin, leverage metrics, concentrated product portfolio and end market exposure. The 'BB'/'RR3' ratings on the first-lien term loan and delayed-draw term loan reflect the higher ranking of the ABL and relatively higher mix of ABL collateral within HLMN's asset base. KEY ASSUMPTIONS - Total revenue down 2% in 2023 as lower volumes offset pricing initiatives. Revenue growth rebounds in 2024 and recovers to 5%-6% in 2025 and 2026; - EBITDA margins trend to around 15% over the forecast period; - Working capital provides roughly $60 million of cash flow support in 2023 as inventory levels normalize; - In the near term deleveraging is prioritized, including paying down ABL borrowings and a portion of the term loan. In the subsequent years, capital deployment focus is expected to shift towards M&A; - Effective interest rate in the 7%-9% range through 2026 RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - EBITDA leverage sustained below 3.0x; - The company achieves a more diversified portfolio of business lines and reduced customer concentration. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 4.0x; - FCF margin in the low-single digits or lower; - The company experiences the loss of a large customer. LIQUIDITY AND DEBT STRUCTURE Sufficient liquidity: As of June 30, 2023, HILM had total liquidity of $321 million including $38 million of cash and $283 million of availability on its $375 million ABL facility, net of outstanding borrowings and letters of credit. Its liquidity is also supported by the company's expected FCF generation over the forecast horizon. Fitch considers the company's capital structure and maturity schedule to be relatively favorable with its nearest maturity being in 2027. ISSUER PROFILE Hillman distributes hardware-related products and provides merchandising services to retail outlets including hardware stores, home centers, and mass merchants among others. Its product offering includes fasteners, hardware, personal protective products key engraving and various self-service kiosks. 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 ----------- ------ -------- ----- The Hillman Group, Inc. LT IDR BB- Affirmed BB- senior secured LT BB Affirmed RR3 BB Hillman Solutions Corp. LT IDR BB- Affirmed BB- I&A DEVELOPMENT: DIP Account & Asset Sale Proceeds to Fund Plan --------------------------------------------------------------- I&A Development LLC and ISF Properties LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Chapter 11 Plan of Liquidation dated August 28, 2023. The Debtors are the owners of certain buildings located at 343 Sand Ln Staten Island NY 10305 and 353 Ln Staten Island NY 10305. There came a time when the loans for the premises bought AJ Partners LLC. Due to a high interest rate and the tenant's failure to make regular rental payment during a post Covid-19, up to the present date, the Debtors inadvertently defaulted on the note payments, despite pre long settlement efforts was not finalized. To reach reasonable settlement terms with AJ Partners LLC, the Debtors filed for Chapter 11 bankruptcy protection. The assets of the Debtors are two commercial buildings located at 343 Sand Ln Staten Island NY 10305 and 353 Sand Ln Staten Island NY 10305. Class I shall consist of a claim filed by AJ Partners, LLC in the total amount of $5,134,132.44. AJ Partners, LLC will receive the remaining proceeds from the sale of two commercial buildings know as and located at 343 Sand Ln Staten Island NY 10305 and 353 Sand Ln Staten Island NY 10305, after all Administrative Claims, Priority Tax Claims, and Priority Non-Tax Claims in full and final satisfaction of its claims. Greg Fleyshmakher is the sole equity interest holder and the Debtor's president and 100% shareholder. The Plan will be financed from the proceeds of the prospective Sale, as well as from funds accumulated in the Debtor's DIP account. A full-text copy of the Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=QQmtqh from PacerMonitor.com at no charge. Attorney for Debtors: Alla Kachan, Esq. Law Offices of Alla Kachan, PC 2799 Coney Island Avenue, Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About I&A Development I&A Development, LLC, a company in Staten Island, N.Y., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42953) on Nov. 29, 2022, with $1 million to $10 million in both assets and liabilities. Greg Fleyshmakher, president of I&A Development, signed the petition. Judge Jil Mazer-Marino oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan P.C. and Wisdom Professional Services, Inc., serve as the Debtor's legal counsel and accountant, respectively. ILLUMINE MEDSPA: Wins Cash Collateral Access Thru Sept 21 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Illumine Medspa and Skincare, LLC to use cash collateral on an interim basis, through September 21, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee; (b) current and necessary expenses set forth in the budget, with a 10% variance and (c) additional amounts as may be expressly approved in writing by the secured creditors, DMKA, LLC and McKesson Corporation. The Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for September 21 at 2:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=hwCQGq from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $11,631 for the week of September 4, 2023; $1,826 for the week of September 11, 2023; and $5,926 for the week of September 18, 2023. About Illumine Medspa and Skincare, LLC Illumine MedSpa and Skincare, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01229) on April 3, 2023. In the petition signed by managing member Myriam Louaked, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Benjamin R. Taylor, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. INDUSTRIAL SCREW: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Industrial Screw Conveyors, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor's secured lender, First Guaranty Bank, filed Opposition to Unauthorized Use of its Cash Collateral and Motion for Adequate Protection on April 18, 2023. The Debtor alleges that an immediate and critical need exists for the Debtor to obtain funds in order to continue the operation of its business whether independently, or through the operations of ISC Manufacturing, LLC. On January 1, 2022, without informing FGB, the Debtor leased to ISC certain of the Debtor's property and equipment, which is or was FGB's collateral, for manufacturing purposes. The Debtor and ISC allege that the creation of ISC was for tax purposes and was not any other purpose. A Commercial Lease and Agreement and a Management Services Agreement, each dated January 1, 2022, were entered into between the Debtor and ISC. Under the Lease, ISC agreed to pay the Debtor approximately $100,000 per month and under the Management Agreement, ISC agreed to pay the Debtor $20,000 to $25,000 per month for the Debtor’s management services. To date, ISC has made only the following partial payments of rent under the Lease in the amount of $41,077 each month on May 8, June 9, and July 7, 2023. To date, ISC has not paid the Debtor any amounts under the Management Agreement. Since January 1, 2022, the Debtor has had no independent operations other than purportedly leasing the Property and Equipment to ISC. The Debtor did not sell or transfer the Property or Equipment to ISC but is permitting ISC's use of the Property and Equipment for ISC's operations. Synergy Bank, SSB provided a $520,000 US Small Business Administration loan to the Debtor governed by a Note and related loan documents executed on January 31, 2014. Synergy recorded its UCC Financing Statement on January 30, 2014. The SBA Loan was modified by agreement between Synergy and the Debtor on January 30, 2015, and again on October 15, 2015, increasing the amount to $975,000. FGB acquired Premier Bancshares, a holding company for Synergy, in 2017, and on May 20, 2020, with the Debtor, entered into a Third Modification and Renewal of Loan, Note and Other Loan Documents, which references a March 2019 change of ownership of the Debtor indicating that, as of March 11, 2019, AFB Capital Partners I, LLC is the sole owner of the Debtor, and William Hartley is the sole owner of AFB. Hartley and AFB have both guaranteed the SBA Loan. In 2021, prior to the Petition Date, the Debtor defaulted on the SBA Loan. The Debtor scheduled the SBA Loan on Schedule D as a secured claim with a balance of $896,551 as of the Petition Date. On January 23, 2014, Synergy loaned the Debtor $9.5 million governed by a Promissory Note and related loan documents and backed, in part, by the U.S. Department of Agriculture, in which the pledged approximately 75 acres of real property in Johnson County, Texas and all machinery, equipment, furniture, fixtures, and accessories as collateral. A Deed of Trust was recorded in the real property records for Johnson County on January 29, 2014 perfecting Synergy's lien on the Property. An Assignment of Leases and Rents was also recorded in the real property records for Johnson County on January 29, 2014. Synergy recorded its UCC-1 on January 24, 2014 perfecting its lien on the Equipment. As with the SBA Loan, once AFB acquired the Debtor, both AFB and Hartley guaranteed the USDA Loan, and the Debtor again defaulted in late 2021, prior to the Petition Date. The Debtor scheduled the USDA Loan as a secured claim on Schedule D with a balance of $8.7 million as of the Petition Date, and the Debtor's schedules acknowledge FGB's lien on the Property and the Equipment. The court said the Debtor and ISC are authorized to collect and receive all cash funds. The Debtor will account each month to the Secured Lender for all funds received by either the Debtor or ISC. As adequate protection for the diminution in value of the interests of the Secured Lender, the Secured Lender is granted, effective as of the Petition Date, valid, binding and enforceable replacement liens and security interests, in all currently owned or hereafter acquired property and assets of the Debtor. The replacement liens granted are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. As adequate protection in accordance with 11 U.S.C. Sections 362(d) and 363(e), the Debtor will: (a) Pay to First Guaranty Bank on September 10, 2023 and no later than the 10th day of each successive month the amount of $41,077 as adequate protection to be applied to debt service; (b) Pay to First Guaranty Bank on September 10, 2023 and not later than the 10th day of each successive month the additional amount of $21,977 , pursuant to 11 U.S.C. Section 362(d)(3)(b), to be applied to debt service; and (c) No later than September 21, 2023, deliver to FGB certain reports. Provided the Debtor timely makes each of the payments required therein, and otherwise is in full compliance with the terms of the Order, the Debtor and ISC are permitted to spend up to $50,000 from the First Guaranty Bank Collateral to make responsible and necessary repairs to FGB's collateral, which is currently being used by ISC; however, such expenditure will not reduce monthly payments to FGB under the Order. The Debtor will maintain insurance on the Secured Lender's Collateral throughout the Debtor's reorganization case unless otherwise ordered by the Court. To the extent that the Court does not hold a final hearing on the Motion prior to the Termination Date, use of cash collateral will continue under the Order only if the Debtor submits to the Secured Lender at least seven business days prior to the Termination Date: (a) current income, expense and financial statements, in form and substance acceptable to Secured Lender and (b) and the Secured Lender consents in writing to the Debtor's continued use of the cash collateral. These events constitute an "Event of Default": (1) Seven calendar-days following either of the Secured Lender's delivery of a notice (either written or via e-mail) of a breach by the Debtor of any obligations under this Order, which breach remains uncured at the end of such seven calendar-day notice period; (2) The failure to make any payment timely to Secured Lender, required by the Order, as and when due, and such non-payment continues for a period of five calendar days following the due date; (3) Conversion of the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; (4) The appointment of a chapter 11 trustee or receiver under the Bankruptcy Code; (5) The entry of any order modifying, reversing, revoking, staying, rescinding, vacating or amending the Order without the express prior written consent of the Secured Lender (and no such consent shall be implied from any action, inaction, course of conduct or acquiescence by the Secured Lender ); (6) The closing of a sale of all or substantially all of the Debtor's assets; (7) The lifting of the automatic stay for any other party other than the Secured Lender authorizing such party to proceed directly against the Collateral, or entry of a final order by the bankruptcy court authorizing any party to foreclose or otherwise enforce any lien or other right such other party may have in and to the Property and/or any part of the Collateral. The Debtor's right to use cash collateral will expire on the earlier of: (a) February 21, 2024, the Termination Date, unless extended by the terms of the Order, or separate Order of the Court; (b) an Event of Default; or (c) the Court entering a subsequent order terminating the Debtor's rights to use cash collateral. A copy of the order is available at https://urlcurt.com/u?l=OZsyLb from PacerMonitor.com. About Industrial Screw Conveyors Industrial Screw Conveyors, Inc. is a single asset real estate. Its business is located at 4133 Conveyor Drive, Burleson, Texas. Industrial Screw Conveyors filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-30228) on Feb. 7, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. William A. Hartley, president of Industrial Screw Conveyors, signed the petition. Judge Scott W. Everett oversees the case. The Debtor is represented by Hayward, PLLC. INTOUCH FOOTWEAR: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Intouch Footwear, Inc. 17950 Rowland Street, Rowland Heights, CA 91748 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-15730 Judge: Hon. Barry Russell Debtor's Counsel: Vahe Khojayan, Esq. YK LAW, LLP 445 S. Figueroa Street, Ste 2280 Los Angeles, CA 90071 Tel: 213-401-0970 Fax: 213-529-3044 Email: vahe@yklaw.us Total Assets: $2,388,947 Total Liabilities: $3,924,149 The petition was signed by John C. Lay as chief executive 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/FDSYFAA/Intouch_Footwear_Inc__cacbke-23-15730__0001.0.pdf?mcid=tGE4TAMA JENKLEIN LLC: Case Summary & Seven Unsecured Creditors ------------------------------------------------------ Debtor: JenKlein, LLC 2047 Kutztown Road Reading, PA 19605 Business Description: JenKlein is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns a 17,163 square foot building located at 2047 Kutztown Road, Reading, PA valued at $300,000. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-12618 Judge: Hon. Patricia M. Mayer Debtor's Counsel: Michael J. Lentz, Esq. TYDINGS & ROSENBERG LLP 1 E. Pratt Street Suite 901 Baltimore, MD 21202 Tel: (410) 752-9708 Email: mlentz@tydings.com Total Assets: $300,000 Total Liabilities: $3,583,030 The petition was signed by Julia Klein as member. A full-text copy of the petition containing, among other items, a list of the Debtor's seven unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J6J7FEA/JenKlein_LLC__paebke-23-12618__0001.0.pdf?mcid=tGE4TAMA JIM'S ALL SEASONS: Unsecureds Will Get 50% of Claims over 5 Years ----------------------------------------------------------------- Jim's All Seasons, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Ohio a First Amended Plan of Reorganization under Subchapter V dated August 28, 2023. The Debtor is a tree service based in Cleveland, Ohio. The Debtor performs all necessary work on trees throughout Northeast Ohio including trimming, tree removal, stump grinding and other related functions. The Debtor acquired this business on June 30, 2018 for a purchase price of approximately $1.425 million dollars. There remains approximately $650,000.00 to pay to the Seller, James Casciano, who has filed a proof of claim. The Debtor has several other allegedly secured creditors. The Debtor has challenged those security interests or there has been an agreement as to the creditor's unsecured status. The Debtor fared well for the first few years of business. However, the pandemic cut into Debtor's sales dramatically and also therefore the Debtor's profits, additionally, Debtor put its workers on a salary and benefits package instead of the day rate system which is normal for the industry. Before the filing the Debtor was unable to pay its payments on critical pieces of equipment and ultimately filed this Subchapter 5 bankruptcy. The Debtor's financial projections show that the Debtor will have total projected disposable income for the 5-year period of $762,611.00 (the "Projected Disposable Income"). This Plan of Reorganization under chapter 11 of the Bankruptcy Code proposes to pay creditors of the Debtor from continuing business receipts. Creditors holding Allowed Unsecured Claims in Class 2 will receive distributions which the Debtor has estimated to be approximately fifty cents on the dollar. This Plan provides for full payment of administrative expenses and priority claims. Class 4 consists of unsecured priority claims. Debtor has identified one unsecured priority claim, that of the state of Ohio in an amount of approximately $25,000. This claim shall be paid over three years in the months of May through October. Class 5 consists of the Allowed Claims of Unsecured Creditors. The Debtor estimates that there is approximately $1,100,000 in claims in this class as of the Petition Date. This includes the unsecured portion of the bifurcated secured claims which are paid as unsecured. Debtor will pay Unsecured Creditors, 50% of their allowed claims in equal pro rata payments over five years as is set forth in the Debtor's projections. Debtor anticipates that these creditors will be paid beginning monthly between May and October of each year following the confirmation of the plan. Debtor's business is not only seasonable but subject to volatility and therefore debtor cannot commit to completing its plan in three years. Upon the Effective Date, James Chapman, Lindsay Chapman and Shelly Volney will retain their membership interests in the Debtor. The Plan will be implemented and funded through the future business operations of the Reorganized Debtor. Because debtor's business is seasonal, debtor intends to make plan payments from May through November and make no payments from December through April. As a part of its reorganization, the Debtor does not contemplate the sale of any assets, however assets may be sold to the extent that it is later determined they are no longer of value to the Reorganized Debtor's business operation or their useful life for the Reorganized Debtor has expired. A full-text copy of the First Amended Plan dated August 28, 2023 is available at https://urlcurt.com/u?l=wHMV8U from PacerMonitor.com at no charge. About Jim's All Seasons LLC Jim's All Seasons LLC provides tree care services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-11101) on April 6, 2023. In the petition signed by James Chapman, managing member, the Debtor disclosed $286,000 in assets and $1,237,922 in liabilities. Judge Jessica E. Price Smith oversees the case. Glenn E. Forbes, Esq., at Forbes Law LLC, is the Debtor's legal counsel. JO-ANN STORES: $675MM Bank Debt Trades at 56% Discount ------------------------------------------------------ Participations in a syndicated loan under which Jo-Ann Stores LLC is a borrower were trading in the secondary market around 43.9 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $675 million facility is a Term loan that is scheduled to mature on June 30, 2028. About $663.2 million of the loan is withdrawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. JOANN INC: First-Lien Lenders Seek Advice from Gibson Dunn ---------------------------------------------------------- Reshmi Basu and Erin Hudson of Bloomberg News report that some first-lien lenders to Joann Inc. are seeking advice from law firm Gibson Dunn & Crutcher as the fabric and crafts retailer looks to build up its cash reserves, according to people familiar with the situation. Joann had about $19.7 million in cash and $61.3 million of availability under its revolver as of April 29, 2023 regulatory filings show. Its term loan due 2028 was quoted at about 47.5 cents on the dollar Thursday, August 24, 2023, according to data compiled by Bloomberg. Joann is exploring a sale-leaseback of its corporate headquarters in Hudson, Ohio, a spokesperson for the company said. About Joann Inc. JOANN Inc. operates an online fabric and craft stores. The Company offers fabric, sewing supplies, quilting materials, notions, crafts, frames, artificial floral, finished seasonal, home decor, and paper crafting products. JOANN serves customers globally. JUMBA LLC: Amends Cunningham Secured Claim Pay Details ------------------------------------------------------ The Jumba, LLC, submitted a First Amended Disclosure Statement for the Chapter 11 Plan of Reorganization dated August 28, 2023. The Debtor files this Supplement and Corrected Page 2 to its Amended Disclosure Statement and shows the court as follows: * Page 2 did not have the claim amounts filled in. Attached is a Corrected Page 2 for the Disclosure Statement. * In paragraph G delete the words "mental __". (typo) * In Section H- Debtor's Proposed Restructure: Key Components Debtor wishes to further clarify that she has a pending sales contract to sell the remaining approx. 62 acres of land in Parker County which will satisfy the remaining disputed tax claim and generate sufficient funds for the Debtor to pay all administrative expenses in connection with completing its reorganization. * The proposed date for approval, solicitation of votes and confirmation will need to be adjusted at the hearing on the First Amended Disclosure Statement. * At page 16 of the First Amended Disclosure Statement the Class 7 Claim should be modified to the sum of $143,537.27 as of the Petition Date with this secured claim accruing interest at the rate of 18%. Debtor's principal intends to pay this in full from her own resources before the hearing on the First Amended Disclosure Statement to avoid additional interest expense. Class 7 consists of Pamela Diane Cunningham Secured Claim. Class 7 consists of the balance a purchase money mortgage of$162,509.48 as July 5, 2023, accruing interest at 18percent per annum. This will be paid in full by the Debtor's Principal on or before September 6, 2023 from her own funds. Once allowance of legal fees to Cunningham on her secured claim, the Debtor will pay same from Parker County proceeds received. As provided in Sections 3.1 and 3.2, on the Effective Date, the Debtor shall: * Have already obtained additional capital from its principal and paid the Cunningham Note. * Use the Parker County sale proceeds to provide sufficient funds to make effective date obligations for administrative expenses and real estate taxes. * Net proceeds, as approved in the sale orders for the Johnson County homes shall continue to be remitted to C&G Realty, LLC. The final payoff, once agreed to or approved by the Court, shall either be made in cooperation with the joint venturer from home sale proceeds generated in the 20 acres in Johnson County, or by funds provided by the guarantor from other business income. * Deposits have been continually kept with Tri-County to cover utilities as needed prior to home closings. Such deposits are moved from one home to the next and rarely need to be replenished. As the homes sell, this obligation will be extinguished. The Debtor shall retain its goats on two of the parcels and continue to grow its own hay on the land to retain the agricultural exemptions on such properties. And, if needed, future tax payments will be made by the Debtor's sole member, Andrea Vernon, as has been done in the past. A full-text copy of the First Amended Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=kYtvQV from PacerMonitor.com at no charge. Attorney for Debtor: Lyndel Anne Vargas, Esq. Cavazos Hendricks Poirot, P.C. Suite 570, Founders Square 900 Jackson Street Dallas, TX 75202 Phone: (214) 573-7322 Fax: (214) 573-7399 Email: LVargas@chfirm.com About Jumba LLC The Jumba LLC was originally formed by Andrea Vernon in May of 2017 as a land acquisition and development company. The Jumba LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-31740) on Sept. 23, 2022. In the petition filed by Andrea Vernon, as manager, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. The Debtor is represented by Lyndel Anne Vargas of Cavazos Hendricks Poirot, P.C. KNIGHT HEALTH: $450MM Bank Debt Trades at 67% Discount ------------------------------------------------------ Participations in a syndicated loan under which Knight Health Holdings LLC is a borrower were trading in the secondary market around 33.5 cents-on-the-dollar during the week ended Friday, September 1, 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. LABORATORY CORP: Continues to Defend Consolidated AMCA Class Suits ------------------------------------------------------------------ Laboratory Corporation of America disclosed in its Form 10-Q Report for the quarterly period ending June 30, 2023 filed with the Securities and Exchange Commission on August 4, 2023, that the Company continues to defend itself from the consolidated AMCA-related putative class suits in the District of New Jersey. Twenty-three putative class action lawsuits were filed against the Company related to the AMCA Incident in various U.S. District Courts. Numerous similar lawsuits have been filed against other health care providers who used AMCA. These lawsuits were consolidated into a multidistrict litigation in the District of New Jersey. On November 15, 2019, the Plaintiffs filed a Consolidated Class Action Complaint in the U.S. District Court of New Jersey. The consolidated Complaint generally alleged that the Company did not adequately protect its patients’ data and failed to timely notify those patients of the AMCA Incident. The Complaint asserted various causes of action, including but not limited to negligence, breach of implied contract, unjust enrichment, and the violation of state data protection statutes. The Complaint sought damages on behalf of a class of all affected Company customers. On January 22, 2020, the Company filed Motions to Dismiss all claims. On December 16, 2021, the court granted in part and denied in part the Company's Motion to Dismiss. On March 31, 2022, the Plaintiffs filed an Amended Complaint alleging claims for negligence, negligence per se, breach of confidence, invasion of privacy, and various state statutory claims, including a claim under the California Confidentiality of Medical Information Act. The Company filed a Motion to Dismiss certain claims of the Amended Complaint. On May 5, 2023, the court granted in part and denied in part the Company's Motion to Dismiss. The Company will vigorously defend the remaining claims in the multi-district litigation. Corporation of America Holdings operates clinical laboratory networks in the world, with a United States network of 36 primary laboratories. LAKE DISTRICT: Unsecureds Owed $4M Get Share From Sale of Property ------------------------------------------------------------------ The Lake District, LLC, submitted a Second Amended Disclosure Statement. Approximately 18 years ago, Yehuda Netanel had the opportunity to purchase the old Belz Factory Outlet Mall located at 3536 Canada Road, Lakeland, Tennessee (the "Property"). The purchased the property and wound down what remained of the existing business with plans to redevelop the mall. The Debtor's principal asset consists of a mixed-use real estate development located at 3536 Canada Road, Lakeland, Tennessee known as the Lake District. Under the Plan, Class 4 consists of all allowed General Unsecured Non-Priority Claims including, but not limited to, pre-petition trade creditors, unsecured creditors whose claims are listed in the Debtor's schedules but are not listed as disputed, contingent, or unliquidated and unsecured creditors who have filed proofs of claim for which no objections have been filed. Class 4 claims aggregate approximately $4,032,432, without prejudice to the Debtor's right to object to any claim. The Debtor will retain a real estate broker(s) to market and sell all or part of the Property in pieces based on the entitlements each parcel of land has obtained; however, the Debtor reserves the right to further subdivide the Property. As each parcel is sold, the unsecured creditors will receive pro rata distributions from all proceeds generated after paying closing costs and expenses and all senior liens. The Debtor will retain the right to explore refinancing Romspen's loan while it actively markets the Property. Class 4 is impaired. On the Effective Date, the Debtor will continue to operate its business of operating the shopping center located on the Property. The Reorganized Debtor shall continue to explore the refinancing of its secured debt, in whole or in part. Attorneys for the Lake District, LLC: Michael P. Coury, Esq. Ricky L. Hutchens, Esq. GLANKLER BROWN, PLLC 6000 Poplar Avenue, Suite 400 Memphis, TN 38119 Tel: (901) 576-1886 Fax: (901) 525-2389 E-mail: mcoury@glankler.com A copy of the Second Amended Disclosure Statement dated August 18, 2023, is available at https://tinyurl.ph/KnLID from PacerMonitor.com. About The Lake District LLC Lake District LLC is a retail and residential development in Lakeland, Tenn. Lake District LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-21496) on March 24, 2023. In the petition filed by Yehuda Netanel, as manager, the Debtor listed total assets of $80,244,507 and total liabilities of $47,247,115. The case is overseen by Honorable Bankruptcy Judge Jennie D. Latta. The Debtor is represented by Michael P. Coury, Esq., at GLANKLER BROWN PLLC. LAKEVILLE FARMS: Charles Mouranie Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Charles Mouranie of CMM & Associates as Subchapter V trustee for Lakeville Farms, LLC. Mr. Mouranie will be paid an hourly fee of $335 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mouranie declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Charles M. Mouranie CTP CMM & Associates 43313 Woodward Ave., Ste. 1189 Phone: 248.767.9492 Email: cmouranie@cmmengllc.com About Lakeville Farms Lakeville Farms, LLC specializes in the manufacture and distribution of kiln dried cooking wood and firewood. The company is based in Northville, Mich. Lakeville Farms filed Chapter 11 petition (Bankr. E.D. Mich. Case No. 23-47202) on Aug. 17, 2023, with $538,000 in assets and $1,893,064 in liabilities. Todd Jagiello, member, signed the petition. Judge Thomas J. Tucker oversees the case. Aaron J. Scheinfield, Esq., at Goldstein Bershad & Fried PC, represents the Debtor as legal counsel. LAKEVILLE FARMS: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, authorized Lakeville Farms LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. Greenstone Farm Credit Services, U.S. Small Business Administration, Tran Lease Inc., Secured Lender Solutions, UMB Bank NA, Northern Great Lakes Initiatives, Metro Community Development, North Mill Credit Trust, CIT/Citizens Bank, Forward Financing, and Everest Business Funding assert an interest in the Debtor's cash collateral. During the first three calendar months of the case, the Debtor projects that it will need to spend $151,500 during the first three months of this case and $50,500 in the first 30 days to avoid immediate and irreparable harm. Retroactive to the Petition Date and without the necessity of any additional documentation or filings, as adequate protection for and to protect the Secured Creditors against any diminution in value of the prepetition collateral, the Debtor grants to Secured Creditors a fully perfected replacement lien having the same validity as, on the same types of collateral (whether arising prior to, on or after the Petition Date) as and of the same relative lien priority as held by the Secured Creditors respective pre-petition liens and security interests held with respect to the collateral. The Debtor will make adequate protection payments to Metro Community Development. On or before September 15, 2023, and continuing monthly thereafter the Debtor will pay interest only payments to Metro for loan XXXXXXXXXX2202 in the amount of $218 and for loan XXXXXXXXXX2623 in the amount of $118. All liens and security interests in the Adequate Protections Liens granted to the Secured Creditors are deemed duly perfected and recorded under all applicable laws as of the date thereof, and no notice, filing, mortgage recordation, possession, further order or act will be required to effect or continue such perfection although Secured Creditors may, in their sole discretion make any filing or recordation or other acts which each deems appropriate with respect to such perfection. A final hearing on the matter is set for September 14 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=ymXYev from PacerMonitor.com. About Lakeville Farms, LLC Lakeville Farms, LLC specializes in the manufacture and distribution of kiln dried cooking wood and firewood. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-47202) on August 17, 2023. In the petition signed by Todd Jagiello, member, the Debtor disclosed $538,000 in total assets and $1,893,064. Judge Thomas J. Tucker oversees the case. Aaron J. Scheinfield, Esq., at Goldstein Bershad & Fried PC, represents the Debtor as legal counsel. LEARFIELD COMMUNICATIONS: $864MM Bank Debt Trades at 30% Discount ----------------------------------------------------------------- Participations in a syndicated loan under which Learfield Communications LLC is a borrower were trading in the secondary market around 70.1 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $864 million facility is a Term loan that is scheduled to mature on December 1, 2023. About $862 million of the loan is withdrawn and outstanding. Learfield Communications, LLC, dba Learfield IMG College, is an operator in the collegiate sports multimedia rights and marketing industry. Atairos Group, Inc. acquired the company in December 2016 from Providence Equity Partners, Nant Capital, and certain members of management. LECLAIRRYAN PLLC: Attorney Ducks No-Show at Hearing Sanctions ------------------------------------------------------------- Rick Archer of Law360 reports that a Virginia bankruptcy judge let counsel for a LeClairRyan founder off with a warning for failing to appear at a hearing last July 2023 at which he and the LeClairRyan bankruptcy trustee were criticized for submitting an "unseemly" settlement motion. About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional, and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind-down of its affairs. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth represented LeClairRyan in the case. Protiviti was the Debtor's financial adviser for the liquidation. The bankruptcy case was converted to a Chapter 7 liquidation on Oct. 24, 2021. Lynn L. Tavenner was named a Chapter 7 trustee, and then Benjamin C. Ackerly, a successor trustee. The Chapter 7 trustee Ackerly's counsel: Tyler P. Brown Hunton Andrews Kurth LLP Tel: 804-788-8200 E-mail: tpbrown@huntonak.com LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 34% Discount --------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 65.9 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $5 billion facility is a Term loan that is scheduled to mature on March 15, 2027. About $3.92 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company’s smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: Fitch Lowers LongTerm IDR to 'B-', Outlook Neg. ------------------------------------------------------------------- Fitch Ratings has downgraded Lumen Technologies, Inc.'s and its subsidiaries' Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The Rating Outlook remains Negative. Fitch has also downgraded by one notch the issue level ratings assigned to Lumen and its subsidiaries. The Rating action reflects the increased event risks and the overhang on Lumen's credit profile stemming from the company's disclosure of the formation of a bondholder group to discuss refinancing options and covenant compliance related to the application of proceeds received from the sale of the company's Latin American business as well as execution risks related to the company's ability to strengthen its operating profile. The combination of the large maturity wall with weak operating results calls into question the long-term sustainability of the company's capital structure and gives rise to an increasing potential of distressed debt exchanges in the event access to debt capital markets or other refinancing options becomes more restricted. KEY RATING DRIVERS Weaker-than-Expected Results: Fitch expects Lumen to experience a mid-to-high teens decline in pro forma EBITDA in 2023. Pro forma results primarily exclude the results from its Latin American business and its 20-state incumbent local exchange property, which were divested in August 2022 and October 2022, respectively. Contributing to the pressure are approximately $200 million to $250 million of headwinds from inflationary pressures and overhead costs associated with its 2022 divestitures that Lumen is working to eliminate. EBITDA is being affected by $150 million to $200 million of growth and optimization costs being implemented by the new management team, with the plan running through 2024. Rising 2023 Leverage Expectations: Lower than anticipated EBITDA is likely to push EBITDA leverage to low-to-mid 4x before declining after the sale of the EMEA business (expected in early 2024) and the subsequent reduction of debt according to Fitch's forecast. Leverage is expected to remain around this level as EBITDA stabilizes in late 2024 and potentially grows in 2025. There is a fair degree of execution risk around the new management team's plans to return the business to growth. Looming Maturities: Lumen has approximately $1.85 billion of debt scheduled to mature in 2025, which includes the $200 million outstanding on Lumen's revolving credit facility due January, 2025 and a more meaningful $9.4 billion of debt maturing in 2027. Fitch acknowledges that the company intends to use the proceeds received from its pending sale of its EMEA assets for $1.8 billion (approximately $1.5 billion net of cash taxes) to reduce debt maturities. Fitch believes if the company's operating profile fails to strengthen, the company's available options to address the maturity wall will diminish and the potential for distressed debt exchanges will become more prominent. Key Competitor in Business Services: Lumen operates in an industry where scale is a key factor, and is a top-three competitor in the business services market. AT&T Inc. (BBB+/Stable) is the largest in this segment, and Lumen's revenue base is similar in size to the comparable operations of Verizon Communications Inc. (A-/Stable). The company's network capabilities, in particular a strong metropolitan network, and a broad product and service portfolio emphasizing IP-based infrastructure and managed services, provide it with a solid base to grow enterprise segment revenue. Asset Sales' Effect on Credit Profile: The company announced the sale of its EMEA business held in November 2022 to Colt Technology Services Group Limited for $1.8 billion in cash, subject to closing adjustments. The transaction is expected to close as early as late 2023 following the receipt of regulatory approvals in the U.S. and the countries in which the EMEA business operates. Fitch anticipates the company will reduce debt with the net proceeds. Asset sales in 2022 are supportive of the credit profile. Lumen sold its Latin American business and certain incumbent local exchange (ILEC) properties in 2022, with a with a total value of approximately $10.2 billion, including $1.4 billion of Embarq debt assumed by the purchaser of the ILEC properties. The sales contributed to a $9.9 billion reduction in estimated net debt, after accounting for the $1.038 billion tax payment in 2023. Secular Challenges Facing Telecoms: In Fitch's view, Lumen continues to face secular challenges similar to other wireline operators. The company seeks to more aggressively address these challenges through increased investment in its enterprise and consumer fiber to the home businesses following asset sales. The company faces execution risk with regard to this strategy, but Fitch believes the investments have the potential to stabilize and eventually grow revenues. The ratings reflect the continued secular challenges faced by Lumen Technologies, Inc. and the effect on the company's revenue profile posed by migration to newer products and services from legacy offerings. Increased investments over the next year under growth and optimization programs, and, to some extent, inflationary factors will affect expected results. These factors are partly offset by the potential for improved longer-term competitive positioning and a refocusing on the enterprise business by the new management team, although the near term is not without execution risk. Parent-Subsidiary Relationship: Fitch equalizes the IDR of Lumen and Qwest Corporation and Level 3 Parent (the guarantor of its subsidiary Level 3 Financing's debt), based on a stronger subsidiary/weaker parent approach, based on open legal ring-fencing and open access and control. DERIVATION SUMMARY Lumen has a relatively strong competitive position based on the scale and size of its wireline operations in the enterprise/business services market. In this market, Lumen has a moderately smaller revenue position than AT&T Inc. and is similar in size to Verizon. All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. Lumen has a larger enterprise business that notably differentiates it from other wireline operators, such as Windstream Services, LLC (B/Stable) and Frontier Communications Parent, Inc. (BB-/Negative). AT&T and Verizon maintain lower financial leverage, generate higher EBITDA and FCF, and have wireless offerings providing more service diversification compared with Lumen. FCF improved at Lumen due to the dividend reduction and cost synergies. Lumen has lower exposure to the residential market than wireline operators Frontier and Windstream. The residential market held up relatively well during the coronavirus pandemic, but continues to face secular challenges. Incumbent wireline operators face competition for residential broadband customers from cable operators. Lumen and other wireline operators are investing more aggressively in fiber in response to these threats. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer Include: - Organic revenues will decline in the mid-single digits in 2023, gradually improving to the low-single digits by the end of its 2023-2026 forecast period; - The sale of the EMEA business closes at the beginning of 2024 and the net proceeds from the sale are expected to be used to reduce debt; - EBITDA margins are expected to be a low 30% in 2023, gradually improving as growth and optimization programs in 2023 and 2024 end and as benefits of the programs are realized. EBITDA margins could approach the mid-30% by the end of the forecast period; - 2023 capex to be toward the lower end of company guidance of $2.9 billion-$3.1 billion; - An increase in capital intensity to the low 20% as the company, reflective of enterprise capex, capex spent on growth and optimization programs, and spending on fiber. Fiber spending reflects the continued passing of more locations and success-based capex; - No stock repurchases. Key Recovery Rating Assumptions - The recovery analysis assumes that Lumen would be reorganized as a going-concern in bankruptcy rather than liquidated. - Fitch has assumed as 10% administrative claim. The revolving facility is assumed to be fully drawn. Going-Concern (GC) Approach In estimating a distressed enterprise valuation (EV) for the three issuers in Lumen's capital structure, Fitch assumes that continued secular challenges cause pricing pressure in the company's Enterprise business, and there is a slower-than-anticipated uptake in growth products. These forces cause revenues and earnings to decline, prompting a restructuring. For Level 3, after a period of restructuring, Fitch assumes that EBITDA margins contract to approximately 28%, producing GC EBITDA of approximately $1.6 billion, pro forma for the sale of the EMEA business, reflecting Fitch's view of a sustainable, post reorganization EBITDA level, upon which the agency bases the EV. Fitch applies a 5.5x EV/EBITDA multiple to arrive at the GC EV of $8 billion for Level 3. The choice of this multiple considered the following factors: The multiple is slightly lower than the median TMT enterprise value multiple but is in line with other similar telecommunications companies that exhibit similar characteristics. Peers utilize EV/EBITDA multiples in the 4.5x-6.0x range. In the 2023 "Telecom, Media, and Technology Bankruptcy Enterprise Values and Credit Recoveries" case study, Fitch notes 13 Telecom and Cable bankruptcies and reorganizations with recovery multiples ranging from 3.7xto 18.2x. Of these companies, recent peers and close comparisons emerging from bankruptcy include Frontier Communications, Inc. with a multiple of 5.5x. Level 3 has a modern fiber network, unlike some peers that emerged from bankruptcy a decade or more ago. The allocation of GC EV under the liability waterfall results in the first lien senior secured debt attaining a 'RR1' recovery, and senior unsecured debt achieving a 'RR3' recovery. For Qwest Corp., after restructuring Fitch assumes that EBITDA margins contract to approximately 46% from 56% in 2022, producing GC EBITDA of approximately $2.7 billion, reflecting Fitch's view of a sustainable, post reorganization EBITDA level upon which Fitch bases the EV. Fitch applies a 5.0x EV/EBITDA multiple at Qwest Corp. to arrive at the GC EV of $12.0 billion. Fitch has applied a lower multiple to reflect the secular pressures in the local part of the business. The allocation of GC EV under the liability waterfall results in the senior unsecured debt achieving a 'RR1' recovery. The unsecured debt at Qwest Corp. is structurally senior within Lumen's capital structure, leading the'RR1' recovery rating. There is approximately $9.8 billion of residual value at Qwest Corp. Fitch assumes there is no EBITDA at Lumen, as Level 3 and Qwest Corp. generate a substantial majority of consolidated EBITDA and certain corporate costs offset EBITDA generated by the small level of operations outside of the two largest subsidiaries. Fitch assumes there are no administrative claims at the Lumen level given such claims have been applied at the two issuing subsidiaries. The $9.8 billion of residual Qwest Corp. value flows up to Qwest Services Corporation, which provides a senior secured debt guarantee to Lumen's first lien debt, resulting in Lumen's first lien senior secured debt, including the full draw on the revolver, achieving a 'RR1' recovery. There is sufficient residual value after the recovery on the first lien debt at Lumen such that the senior unsecured guarantee provided by Qwest Communications International to Qwest Capital Funding leads to a 'RR1' recovery. Thereafter, the remaining value in the liability waterfall is available to Lumen's senior unsecured debt, leading to a 'RR5' recovery. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrating a stabilizing operating profile by reporting consistent EBITDA, EBITDA margin and FCF growth; - Successfully addressing the scheduled 2025 maturities with the pending EMEA asset sale and the articulation of a plan to address the 2027 maturities; - EBITDA leverage remaining at or below 4.5x, while consistently generating positive FCF margins in the mid-single digits. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A weakening of Lumen's operating results, including the deteriorating margins and consistent mid-single digit or greater revenue erosion brought on by difficult economic conditions or competitive pressures the company is unable to offset through cost reductions; - Failure to close the EMEA asset sale or otherwise address the 2025 scheduled maturities or any other event that increases the likelihood of a distressed debt exchange; - Discretionary management decisions, including but not limited to execution of M&A activity or a shift in capital allocation priorities that increases EBITDA leverage beyond 5.5x in the absence of a credible deleveraging plan. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Lumen's cash and cash equivalents totaled $411 million as of June 30, 2023, reflecting a decline relative to the $1.251 billion of cash on hand as of Dec. 31, 2022. Fitch notes material use of cash related to tax payments related to the 2022 divestitures. Total debt as of June 30, 2023 was approximately $19.9 billion, reflecting a modest decline from $20.431 billion as of Dec. 31, 2022 before finance leases, unamortized discounts, debt issuance costs and other adjustments. The credit agreement was amended and restated in January 2020. The $2.2 billion senior secured revolving credit facility is set to mature in January 2025 and had approximately $200 million outstanding as of June 30, 2023. Lumen's secured credit facility benefits from secured guarantees by Qwest Communications International Inc., Qwest Services Corporation, CenturyTel Holdings, Inc., and Wildcat Holdco LLC. Qwest Capital Funding is an unsecured debt guarantor. The largest regulated subsidiary, Qwest Corp., does not guarantee Lumen's secured facility, nor does Level 3 Parent. The Lumen senior secured notes are guaranteed by the same subsidiaries guaranteeing the senior secured credit facilities and will be secured by the same collateral. The secured revolving credit facility and term loan A limit Lumen's gross debt/EBITDA to no more than 4.75x. The current credit agreement requires cash interest coverage to be no less than 2.0x. The company is subject to an excess cash flow sweep of 50%, with step downs to 25% and 0%, at total leverage of 3.5x and 3.0x, respectively. The excess cash flow calculation provides credit for voluntary prepayments and certain other investments. ISSUER PROFILE Lumen Technologies, Inc. is one of the largest wireline providers in the U.S. with a strong presence in the enterprise market, including multinational corporations, large enterprises, small and medium-sized businesses, governments and other carriers on a wholesale basis. 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 ----------- ------ -------- ----- Level 3 Parent, LLC LT IDR B- Downgrade B Level 3 Financing, Inc. LT IDR B- Downgrade B senior unsecured LT B Downgrade RR3 B+ senior secured LT BB- Downgrade RR1 BB Qwest Communications International Inc. LT IDR B- Downgrade B Qwest Capital Funding, Inc. senior unsecured LT BB- Downgrade RR1 BB Lumen Technologies, Inc. LT IDR B- Downgrade B senior unsecured LT CCC+ Downgrade RR5 B- senior secured LT BB- Downgrade RR1 BB Qwest Services Corporation LT IDR B- Downgrade B Qwest Corporation LT IDR B- Downgrade B senior unsecured LT BB- Downgrade RR1 BB MADERA COMMUNITY: Wins Cash Collateral Access Thru Sept 29 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of California, Fresno Division, authorized Madera Community Hospital to use cash collateral on an interim basis in accordance with the budget, through September 29, 2023. The Order is conditioned upon the County of Madera approving a contribution of up to $500,000 to the Debtor's Estate and ultimately funding said contribution to the Debtor's Estate pursuant to the timeline set forth below via Transfer of Appropriations No. 23-008 in the amount of $500,000 (transferred from American Rescue Plan Act Budget-Appropriations for Contingencies to Contributions to Other Agencies for Fiscal Year 2023-2024), and provided that: (i) the Debtor's hospital facility will be kept in substantially the same as its current operating condition and the Debtor will not discontinue operations that would affect the hospital license or otherwise be under threat of being shut down prior to September 30, 2023, and (ii) the funding to be provided by the County of Madera will be used only for the limited purpose of paying necessary expenses to preserve the license and the hospital as a going concern and not used to pay general claims against the estate such as pre-petition claims or bankruptcy professional fees. A further hearing on the matter is set for September 28 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=kPTllq from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $33,925 for the week ending September 9, 2023; $186,351 for the week ending September 16, 2023; and $752,482 for the week ending September 23, 2023. About Madera Community Hospital Madera Community Hospital operates a general medical and surgical hospital in Madera, Calif. Madera Community Hospital sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-10457) on March 10, 2023. In the petition signed by its chief executive officer, Karen Paolinelli, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. Judge Rene Lastreto II oversees the case. The Debtor tapped Riley C. Walter, Esq., at Wanger Jones Helsley, as bankruptcy counsel; McCormick Barstow LLP and Ward Legal, Inc. as special counsels; and JWT & Associates, LLP as accountant. The U.S. Trustee for Region 17 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Perkins Coie, LLP and Sills Cummis & Gross PC as legal counsels and FTI Consulting, Inc. as financial advisor. MADISON SQUARE BOYS: Court Approves Disclosure and Confirms Plan ---------------------------------------------------------------- Judge Sean H. Lane has entered an order approving the Disclosure Statement of Madison Square Boys & Girls Club, Inc., in all respects on a final basis. The Plan is approved in its entirety and confirmed under Section 1129 of the Bankruptcy Code. To the extent that any objections (including any reservations of rights contained therein) to confirmation of the Plan or final approval of the Disclosure Statement have not been withdrawn, waived, or settled prior to entry of this Confirmation Order, are not cured by the relief granted herein, or otherwise resolved as stated by the Debtor on the record of the Combined Hearing, all such objections are hereby overruled on the merits. On the Effective Date, the Debtor or the Reorganized Debtor, as applicable, shall effectuate the restructuring transactions as set forth in Article V.C of the Plan. As set forth in the Plan, Holders of Claims in Classes 3 and 4 (the "Voting Classes") were eligible to vote on the Plan pursuant to the Solicitation and Voting Procedures. In addition, Holders of Claims in Classes 1, 2, and 5 are Unimpaired and conclusively presumed to accept the Plan and, therefore, are not entitled to vote to accept or reject the Plan. As evidenced by the Voting Report, Class 3 (General Unsecured Claims) and Class 4 (Abuse Claims) voted to accept the Plan in number and amount required by Section 1126 of the Bankruptcy Code. Amended Plan Madison Square Boys & Girls Club submitted a First Amended Chapter 11 Plan of Reorganization. The Plan provides for, among other things, the resolution of Abuse Claims against the Debtor. All DIP Claims shall be deemed Allowed as of the Effective Date in an amount equal to (a) the principal amount outstanding under the DIP Credit Agreement on such date, (b) all accrued and unpaid interest thereon to the date of payment, and (c) all accrued and unpaid fees and expenses payable under the DIP Credit Agreement and DIP Order. Except to the extent that a Holder of an Allowed DIP Claim agrees to a less favorable treatment, in full and final satisfaction, compromise, settlement, release, and discharge of, and in exchange for, each Allowed DIP Claim, on the Effective Date, each such Holder of an Allowed DIP Claim in the amount of the outstanding aggregate principal amount of the DIP Facility shall receive its pro rata share of the Exit Facility in accordance with the DIP Facility Documents and the Exit Facility Documents. All accrued and unpaid interest and accrued and unpaid fees and expenses payable under the DIP Credit Agreement and DIP Order shall be paid in Cash on the Effective Date. Under the Plan, Class 3 General Unsecured Claims are impaired. Each such Holder shall receive its Pro Rata share of the GUC Cash Pool. "GUC Cash Pool" means Cash in the aggregate amount of $300,000 for the purposes of making distributions to Holders of Allowed General Unsecured Claims. Distributions under the Plan shall be funded from the following sources: 1. The DIP Claims against the Debtor shall be converted on the Effective Date to loans under the Exit Facility governed by the Exit Facility Documents; 2. The Debtor shall fund distributions on account of and satisfy Allowed General Unsecured Claims exclusively from the GUC Cash Pool; 3. The Debtor shall transfer the Compensation Trust Assets to the Compensation Trust on the Effective Date, or as soon as reasonably practicably thereafter, and the Compensation Trust shall make distributions on account of compensable Abuse Claims in accordance with the Compensation Trust Documents; and 4. The Debtor shall fund distributions on account of and satisfy all other Allowed Claims with Cash on hand on or after the Effective Date in accordance with the terms of the Plan and the Confirmation Order. On the Effective Date, the Reorganized Debtor shall deposit the GUC Cash Pool into a segregated account held by the Reorganized Debtor. If any Cash remains in the GUC Cash Pool after all Allowed General Unsecured Claims have been satisfied in full, such remaining Cash shall irrevocably re-vest in the Reorganized Debtor. Counsel to the Debtor: Alan W. Kornberg, Esq. William A. Clareman, Esq. John T. Weber, Esq. Leslie E. Liberman, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: akornberg@paulweiss.com wclareman@paulweiss.com jweber@paulweiss.com lliberman@paulweiss.com A copy of the Order dated August 18, 2023, is available at https://tinyurl.ph/XMgvV from Epiq11, the claims agent. About Madison Square Boys & Girls Club Madison Square Boys & Girls Club, Inc. -- https://www.madisonsquare.org/ -- was established to save and enhance the lives of New York City boys and girls who by means of economic or social factors are most in need of its services. Madison Square Boys & Girls Club sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 22-10910) on June 29, 2022. In the petition filed by its chief financial officer, Jeffrey Dold, the Debtor reported $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP as bankruptcy counsel; and Pillsbury Winthrop Shaw Pittman, LLP and Friedman Kaplan Seiler & Adelman, LLP as special counsels. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors on July 13, 2022. The committee tapped Pachulski Stang Ziehl & Jones, LLP as legal counsel; and Dundon Advisers, LLC and Island Capital Advisor, LLC as financial advisors. MALLINCKRODT PLC: Unsecureds Will Get 100% of Claims in Plan ------------------------------------------------------------ Mallinckrodt PLC and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for Prepackaged Joint Plan of Reorganization dated August 28, 2023. The Debtors are all subsidiaries of Debtor Mallinckrodt plc (together with its Debtor and non-Debtor subsidiaries and affiliates, collectively, "Mallinckrodt" or the "Company"), an Irish public limited company, the shares of which are traded on the NYSE American under the ticker symbol MNK. The Debtors are reorganizing pursuant to chapter 11 of the Bankruptcy Code, which is the principal business reorganization chapter of the Bankruptcy Code. As a result, the confirmation of the Plan means that the Reorganized Debtors will continue to operate their businesses going forward and does not mean that the Debtors will be liquidated or forced to go out of business. The Debtors intend to continue operating their business in the ordinary course during the pendency of the Chapter 11 Cases. To facilitate the efficient and expeditious implementation of the Plan through the Chapter 11 Cases, and to minimize disruptions to the Debtors' operations on the Petition Date, the Debtors intend to seek to have the Chapter 11 Cases administered jointly and to file various motions seeking important and urgent relief from the Bankruptcy Court. The Plan contemplates the Restructuring and treatment of claims: * financing through a $250 million new money fully backstopped post-petition senior secured debtor-in-possession multi draw financing facility (the "DIP Facility") and a Post-petition A/R Facility of up to $200 million (upon emergence); * each Holder of Allowed DIP Claims shall receive, up to the Allowed amount of such DIP Claim, Cash from (i) if the DIP Cash Sweep Trigger occurs, the DIP Cash Sweep, and/or (ii) the Syndicated Exit Financing, if any, provided that, to the extent that the net proceeds of the Syndicated Exit Financing and the DIP Cash Sweep are collectively less than $280 million, the remaining DIP Claims will be converted on a dollar-for-dollar basis into New First Priority Takeback Term Loans in the amount of such shortfall; * each Holder of Postpetition A/R Claims shall have, except to the extent that a Holder of an Allowed Postpetition A/R Claim and the Debtor(s) against which such Allowed Postpetition A/R Claim is asserted agree to a less favorable treatment of its Allowed Claim, any Superpriority Claims, arising under the Postpetition A/R Order to the extent Allowed and not contingent, unliquidated, or disputed as of the Effective Date, paid, in full in Cash, on the Effective Date, and shall have all other Postpetition A/R Claims satisfied in the ordinary course of business as consensually amended and extended on the Plan Effective Date plus the Exit A/R Facility Cash Sweep; * each Holder of Allowed First Lien Claims shall receive its Pro Rata Share of (i) the First Lien New Common Equity, subject to dilution by the Management Incentive Plan and the MDT II CVRs (if equity settled); (ii) Cash in an amount sufficient to repay in full the Unpaid Interest of any Holder of First Lien Term Loan Claims, 2025 First Lien Notes Claims, and 2028 First Lien Notes Claims; (iii) Cash from the Exit Minimum Cash Sweep and/or the net proceeds of the Syndicated Exit Financing; and (iv) the New Second Priority Takeback Debt; * each Holder of Allowed Second Lien Notes Claims shall receive its Pro Rata Share of 7.7% of New Common Equity, subject to dilution from the Management Incentive Plan and the MDT II CVRs (if equity settled); * each Holder of Allowed Other Secured Claims and Allowed General Unsecured Claims are Unimpaired and satisfied in the ordinary course of business; * each Holder of Existing Equity Interests and Subordinated Claims shall not receive any recovery; * a Syndicated Exit Financing; * a settlement of the 2025 First Lien Notes Makewhole Claims and the 2028 First Lien Makewhole Claims; and * a management incentive plan of up to 10% of the New Common Equity on a fully diluted basis with the structure and grants to be determined by the New Board of the Reorganized Parent. Class 4 consists of General Unsecured Claims. Subject to Article V.C of the Plan and except to the extent that a Holder of a General Unsecured Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim against a Debtor shall receive payment in full in Cash in accordance with applicable law and the terms and conditions of the particular transaction giving rise to, or the agreement that governs, such Allowed General Unsecured Claim on the later of (i) the date due in the ordinary course of business or (ii) the Effective Date. This Class will receive a distribution of 100% of their allowed claims. The Restructuring Transactions shall not materially adversely affect the recoveries under the Plan of (i) First Lien Term Loan Claims without the consent of the Required Supporting First Lien Term Loan Group Creditors, (ii) 2028 First Lien Notes Claims or Second Lien Notes Claims without the consent of the Required Supporting Crossover Group Creditors; and (iii) 2025 First Lien Notes Claims without the consent of the Required Supporting 2025 Noteholder Group Creditors. The Restructuring Transactions, as currently contemplated, will take the form of a recapitalization of the existing corporate group. The Debtors and the Supporting Funded Debt Creditors are continuing to evaluate alternative structures, which may include a taxable transfer of the Debtors' assets to a new entity or group of entities, including a newly formed parent, and any such alternative structure and the transaction steps required to implement such alternative structure shall be described in the Transactions Steps Plan. A full-text copy of the Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=Ft40Ys from PacerMonitor.com at no charge. Proposed Counsel to the Debtors: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: collins@rlf.com merchant@rlf.com steele@rlf.com - and - George A. Davis, Esq. Anupama Yerramalli, Esq. Adam S. Ravin, Esq. Hugh K. Murtagh, Esq. Christopher J. Kochman, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, New York 10020 Tel: (212) 906-1200 Fax: (212) 751-4864 E-mail: george.davis@lw.com anu.yerramalli@lw.com adam.ravin@lw.com hugh.murtagh@lw.com chris.kochman@lw.com - and - Jason B. Gott, Esq. Asif Attarwala, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, Illinois 60611 Tel: (312) 876-7700 Fax: (312) 993-9767 E-mail: jason.gott@lw.com asif.attarwala@lw.com About Mallinckrodt plc Mallinckrodt plc is global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. 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. Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Bryan M. Reasons, authorized signatory, signed the petition. 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; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. MATRIX PARENT: $160MM Bank Debt Trades at 59% Discount ------------------------------------------------------ Participations in a syndicated loan under which Matrix Parent Inc is a borrower were trading in the secondary market around 41.3 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $160 million facility is a Term loan that is scheduled to mature on March 1, 2030. The amount is fully drawn and outstanding. Matrix Parent, Inc. does business as Mobileum. Matrix operates across four main businesses ranked as following in descending order by revenue contribution: Roaming and Network Services; Fraud, Security and Business Assurance; Testing and Service Assurance; and Engagement and Experience. Matrix pioneered the development of mobile roaming steering software used broadly among telecom operators. MATRIX PARENT: $380MM Bank Debt Trades at 36% Discount ------------------------------------------------------ Participations in a syndicated loan under which Matrix Parent Inc is a borrower were trading in the secondary market around 64.4 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $380 million facility is a Term loan that is scheduled to mature on March 1, 2029. About $375.3 million of the loan is withdrawn and outstanding. Matrix Parent, Inc. does business as Mobileum. Matrix operates across four main businesses ranked as following in descending order by revenue contribution: Roaming and Network Services; Fraud, Security and Business Assurance; Testing and Service Assurance; and Engagement and Experience. Matrix pioneered the development of mobile roaming steering software used broadly among telecom operators. MAVERICK GAMING: S&P Upgrades ICR to 'CCC', Outlook Negative ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Washington-based regional casino and cardroom operator Maverick Gaming LLC to 'CCC' from 'SD' (selective default) and its issue-level rating level on its term loan to 'CCC' from 'D'. In addition, S&P affirmed its 'B-' issue-level rating on the company's revolving credit facility and removed it from CreditWatch, where it was placed with negative implications on Aug. 25, 2023. The negative outlook reflects that Maverick may default or undertake a restructuring in the next 12 months and is dependent on favorable business, financial, and economic conditions. The 'CCC' rating reflects Maverick's weak liquidity, minimal fixed-charge coverage, and very high leverage, which increase the likelihood of another restructuring or default in the next 12 months. Maverick has underperformed our base-case expectations and continues to struggle, primarily due to the underperformance of its legacy Washington cardrooms. S&P believes the underperformance was most likely due to ineffective management and marketing strategies and operation in a highly competitive market, coupled with operational challenges at its Colorado properties. In addition, its fixed cost structure (including large fixed-rent obligations associated with various sale-leaseback transactions) is too high for its revenue base. S&P said, "We view Maverick Gaming's capital structure as unstainable because its fixed charges, including interest, rent, and maintenance capital expenditures (capex) and lease expenses, are too high relative to forecasted EBITDA in the near term. We expect the company will burn cash through 2024 despite various cost and capex reductions because it remains burdened by very high interest expense given its high debt balances and floating rate capital structure in the current high interest rate environment." This leaves no room for operating missteps or unexpected headwinds. The company is currently working to further reduce its base costs, and S&P believes that the operational challenges related to a change in the slot system at its Colorado facilities have been corrected and operating performance has stabilized. Nevertheless, the path to turn around the performance of its legacy Washington cardrooms, which are now under new regional management, is more ambiguous. S&P said, "In our updated base case, we assume revenue increases 12%-17% in 2023, mostly from the Evergreen Gaming acquisition at the end of 2022, and increases in the low- to mid-single-digit percent area in 2024. We expect S&P Global Ratings-adjusted EBITDA margins in the low-20% area in 2023 and a few hundred basis points higher in 2024 driven by cost-cutting measures. Given our expectation, we believe cash flow will improve from the significant cash burn in the latest 12 months ended June 30, 2023. However, we believe it is unlikely that Maverick will generate sufficient cash flow to support its fixed charges in 2023 and 2024 at these revenue and EBITDA levels." Further straining liquidity is the company's limited ability to draw on its revolving credit facility because it would breach its springing maximum leverage covenant if it draws more than 30% under the revolver. As of June 30, 2023, Maverick had drawn nearly the maximum amount it could under its the revolving credit facility without testing its covenant. Based on our forecast, Maverick may require external financing or a restructuring to reduce interest expense in order to fund its operations over the next 12 months. Weak liquidity strains Maverick's ability to invest in its business assets and marketing spend to customers. The Washington cardroom market is highly competitive. The market is also at a competitive disadvantage to tribal-owned casinos that do not pay gaming tax and could outspend Maverick and other cardroom operators in marketing through free play. Additionally, the tribal casinos have higher table wager limits and offer slot machines and sports betting, which are currently not legal in the Washington commercial gaming market. Recent legislation increasing the table wager limit at cardrooms to $400 from $300, the first increase in 14 years, may create modest upside to Maverick's cash flow. The acquisition of the Evergreen Gaming assets towards the end of 2022 added four competitor cardrooms in close proximity to properties in its existing portfolio. The acquisition is the primary contributor of revenue growth and EBITDA expansion within Maverick's Washington cardroom segment. This will offset softer demand at the company's Colorado, Nevada-based, and organic legacy Washington properties. Maverick's Washington cardroom market share currently holds slightly more than 50% of the Washington cardroom market, and this region accounts for more than 50% of the company's S&P Global Ratings-adjusted EBITDA. The Evergreen properties were among the state's top performing cardrooms based on data reported to the Washington State Gambling Commission, and we believe they continue to perform well. The Evergreen portfolio represented one of the last commonly owned bundles of competitor cardrooms in the Washington market, which has helped offset the market share decline in Maverick's organic legacy portfolio. S&P said, "We consider Maverick's lack of an independent board, controlling ownership, and key-person risk as negative credit factors for its management and governance. In our view, the absence of an independent board could lead to insufficient oversight and scrutiny of key enterprise risks, compensation, or unmanaged conflicts of interest. Furthermore, the CEO's level of control could promote outsize risk-taking. Maverick's CEO is also the majority owner of Maverick Gaming; thus, we view the key person risk as high. The loss of the CEO could seriously affect the enterprise's operations. Maverick's chief operating officer is a cofounder minority owner, mitigating some of this risk." The negative outlook reflects that Maverick may default or undertake a restructuring in the next 12 months and is dependent on favorable business, financial, and economic conditions. S&P said, "We could lower our rating on Maverick by one or more notches if its liquidity weakens and we believe a distressed exchange, restructuring, or default is imminent. "We could raise our rating on Maverick if we are certain it can substantially improve liquidity, including full availability of its revolving credit facility, generate modest free operating cash flow at historical levels of maintenance capex, achieve full coverage of fixed charges, and demonstrate that it can reduce leverage to more sustainable levels." MBE GROUP: Court OKs Interim Cash Collateral Access --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, authorized MBE Group, LLC to use the cash collateral of Samson MCA, LLC and Vox Funding, on an interim basis. The Debtor is directed to make payment to Samson MCA, LLC in the amount of $1,344 on or before the 30th day after entry of the order. Rhen Morales, the Debtor's sole member, will not receive any compensation or draw. As previously reported by the Troubled Company Reporter, the Debtor needs to use the inventory, equipment and receivables to make payroll, pay rent and generally for operations. Financial Pacific Leasing, Corp. Service Co. as Representative, First Corp. Solutions, as Representative, Corporate Service Ca. as Representative for CHTD Company as representative, Original Creditor Samson, CT Corporation System, as Representative, Original Creditor Vox Funding assert an interest in the Debtor's cash collateral. Based on the dates of the UCC-1 filing, the Debtor contends that the lien dated Oct. 8, 2021 is in favor of Samson MCA, LLC and the lien dated Jan. 26, 2023 is in favor of Vox Funding. The validity of these liens may ultimately be disputed because Debtor may contend that these are really disguised liens resulting from the sale of receivables and that the creditors are not registered with the State of California. It is not yet know if these creditors have business licenses in California. Nonetheless, at this stage, the Debtor intends to treat these liens as if they were valid. The Debtor proposed to provide Samson and Vox Funding a replacement lien for the use of all pre-petition cash collateral that is used by granting these secured creditors a lien in post-petition receivables. Hence, these creditors' equity position would not be impaired. If their lien proves valid, Samson and Vox Funding will have the same priority in such replacement lien as these creditors had pre-petition. Further, the Debtor proposed to pay Samson, as adequate protection, commencing 30 days after entry of order authorizing use of cash collateral, $1,344/month, representing interest payments at the Federal Rate of Interest of 5.36%. Vox Funding, being totally under-secured, will not receive any adequate protection payments since if cash collateral diminishes post-petition, its position would not have significantly deteriorated because it would simply remain totally under-secured. A final hearing on the matter is set for October 12, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=BiMBsR from PacerMonitor.com. About MBE Group, LLC MBE Group, LLC is a retailer of automotive parts, accessories, and tire. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30556) on August 16, 2023. In the petition signed by Rhen Morales, managing member, the Debtor disclosed $323,872 in assets and $2,134,971 in liabilities. Judge Hannah L Blumenstiel oversees the case. Lars Fuller, Esq., at the Fuller Law Firm PC, represents the Debtor as legal counsel. MBE GROUP: Mark Sharf Named Subchapter V Trustee ------------------------------------------------ The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for MBE Group, LLC. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee. He will also seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About MBE Group MBE Group, LLC is a retailer of automotive parts, accessories and tire in Daly City, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30556) on Aug. 16, 2023, with $323,872 in assets and $2,134,971 in liabilities. Rhen Morales, managing member, signed the petition. Judge Hannah L Blumenstiel oversees the case. Lars Fuller, Esq., at the Fuller Law Firm PC, represents the Debtor as bankruptcy counsel. MERCY HOSPITAL: Appointment of Examiner Sought ---------------------------------------------- Computershare Trust Company, N.A. and Preston Hollow Community Capital, Inc. filed with the U.S. Bankruptcy Court for the Northern District of Iowa a motion to appoint an independent examiner in the Chapter 11 case of Mercy Hospital Iowa City. The appointment of an examiner is necessary to investigate actions taken by Mercy's directors, officers and managers in the three years leading up to Mercy's bankruptcy filing that directly contributed to its financial collapse, according to Peter Chalik, Esq., one of the attorneys representing Computershare and Preston. Computershare serves as successor master trustee with respect to the bonds that were issued to finance the costs of construction, equipping and furnishing of Mercy's facilities while Preston is the designated bondholder representative under a 2018 trust indenture under which Computershare serves as successor bond trustee. In his motion, Mr. Chalik said Mercy's current and former directors and officers must be investigated over allegations of mismanagement, incompetence and breach of fiduciary duty, including their failure to formulate a stand-alone turnaround plan for the hospital before Mercy's liquidity was substantially depleted, and questionable handling of a failed sale process in 2021 and early 2022. Also to be investigated are potential claims against MercyOne, Mercy's former manager, for its alleged operational and financial mismanagement; and potential claims against Allscripts Healthcare Solutions, Inc./Altera Digital Health, Inc., former electronic medical records vendor, for its failed migration of Mercy's EMR system to an inferior platform, which resulted in potentially millions of dollars of operating losses. "Some or all of these potential claims and causes of action may have tremendous value to the estate and its creditors. But, quite obviously, [Mercy] cannot be trusted to investigate and prosecute claims against their own current and former directors and officers," Mr. Chalik said. "It is essential that an independent examiner, free of conflicts, be appointed to investigate any such claims on behalf of [Mercy's] estate." Mercy's liquidity reportedly dropped by approximately $40 million –- a 51.5% drop –- over the past nine months. It has been operating at a negative EBIDA (or cash burn) of approximately $2.6 million per month for the past year. Mercy's own public financial reporting over the past two years demonstrated that its operating losses were mounting and that its liquidity was projected to dwindle to less than $5 million (i.e., a level insufficient to maintain ongoing operations) before the end of the year, according to the motion. The motion is on the court's calendar for Sept. 13. Mr. Chalik can be reached at: Peter J. Chalik, Esq. Whitefield & Eddy, P.L.C. 699 Walnut St., Suite 2000 Des Moines, IA 50309 Phone: (515) 288-6041 Email: Chalik@whitfieldlaw.com About Mercy Hospital, Iowa City, Iowa Mercy Hospital, Iowa City, Iowa is a Catholic-based Iowa nonprofit corporation and a tax-exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended) that operates an acute care community hospital and clinics located in Iowa City, Iowa and surrounding communities. Mercy Hospital and affiliates, Mercy Iowa City ACO, LLC and Mercy Services Iowa City, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Iowa Lead Case No. 23-00623) on Aug. 7, 2023. In its petition signed by Mark E. Toney, chief restructuring officer, Mercy Hospital disclosed up to $500 million in both assets and liabilities. Judge Thad J. Collins oversees the cases. The Debtors tapped Nyemaster Goode, P.C and McDermott Will & Emery LLP as bankruptcy co-counsel; Toneykorf Partners, LLC to provide interim management services; H2C Securities Inc. as investment banker; and Epiq Corporate Restructuring, LLC as notice and claims agent. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. METAL CHECK: Claims Will Be Paid from Future Income --------------------------------------------------- Metal Check, Inc., filed with the U.S. Bankruptcy Court for the Western District of Oklahoma a Chapter 11 Plan of Reorganization. The Debtor is an Oklahoma Corporation doing business as a scrap yard since 1989; it purchases scrap metal from customers and resells the metal to companies that recycle the metal. Diana Salazar, is currently the debtor in a related case. The real estate upon which Debtor operates its business, located at 5700 S High Ave, Oklahoma City, Oklahoma, is owned by Diana Salazar, who leases such property to Debtor. Debtor's Chapter 11 filing was precipitated by the theft of approximately $500,000 from Debtor's ATM during 2022; Debtor has otherwise operated at a profit and timely paid its creditors since 1989. The final Plan payment is expected to be paid on November, 2027. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of non-priority unsecured creditors that filed timely unsecured claims. Class to be paid in full concurrently with secured claims. This Class is impaired. Sole shareholder Diana Salazar shall retain her equity share in the business. Metal Check, Inc., will continue to be managed by sole shareholder Diana Salazar. Metal Check, Inc. will make monthly payments as described directly to creditors. The plan will be funded with future income from Metal Check, Inc. A full-text copy of the Chapter 11 Plan dated August 28, 2023 is available at https://urlcurt.com/u?l=RmR5nd from PacerMonitor.com at no charge. Attorney for Debtor: Mike Rose, Esq. MICHAEL J ROSE PC 4101 Perimeter Center Drive, Suite 120 Oklahoma City, OK 73112 Tel: (405) 605-3757 Fax: (405) 605-3758 Email: mrose@coxinet.net About Metal Check Metal Check, Inc., a company in Oklahoma City, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023, with $841,675 in assets and $2,033,069 in liabilities. Stephen Moriarty, Esq., at Fellers Snider Blankenship Bailey & Tippens, PC has been appointed as Subchapter V trustee. Judge Janice D. Loyd oversees the case. The Debtor tapped Christopher Wood, Esq., at Christopher A. Wood & Associates, P.C. as legal counsel and Mark D. Cain P.C. as accountant. Mike Rose, Esq, of Michael J Rose PC wil replace Mr. Woods and Christopher A. Wood & Associates, P.C. MISSISSIPPI ORTHOPAEDIC: Case Summary & 19 Unsecured Creditors -------------------------------------------------------------- Debtor: Mississippi Orthopaedic Institute, PLLC 2781 C T Switzer Sr. Dr. Unit 301 Biloxi, MS 39531 Business Description: The Debtor specializes in the diagnosis and treatment of all conditions and injuries of the musculoskeletal system. It offers, among other procedures, revision knee, complex hip and knee, computer assisted robotic joint replacement, total shoulder replacement, hip replacement, knee arthroscopy, and total knee replacement. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-51229 Judge: Hon. Katharine M. Samson Debtor's Counsel: Patrick Sheehan, Esq. SHEEHAN AND RAMSEY, PLLC 429 Porter Ave Ocean Springs, MS 39564 Tel: 228-875-0572 Email: Pat@sheehanramsey.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Lance Johansen as manager. A copy of the Debtor's list of 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W5ZJNBY/Mississippi_Orthopaedic_Institute__mssbke-23-51229__0004.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WJV5EKQ/Mississippi_Orthopaedic_Institute__mssbke-23-51229__0001.0.pdf?mcid=tGE4TAMA MONTROSE HOUSTON: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Montrose Houston Multifamily TX II, LLC 4203 Montrose Blvd Ste 400 Houston, TX 77006-5470 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-33418 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Reese Baker, Esq. BAKER & ASSOCIATES 950 Echo Ln Ste 300 Houston, TX 77024-2824 Email: courtdocs@bakerassociates.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Christopher Saul Bran as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V2Y4GZQ/Montrose_Houston_Multifamily_TX__txsbke-23-33418__0001.0.pdf?mcid=tGE4TAMA MP PPH: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------- Debtor: MP PPH LLC 555 Broad Hollow Road, Ste. 200 Melville, NY 11747 Business Description: MP PPH is a Single Asset Real Estate debtor as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court District of Columbia Case No.: 23-00246 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Marc E. Albert, Esq. Tracey M. Ohm, Esq. Joshua W. Cox, Esq. Ruiqiao Wen, Esq. STINSON LLP 1775 Pennsylvania Avenue, N.W. Suite 800 Washington, DC 20006 Tel: 202-728-3020 Fax: 202-572-9943 Fax: 202-572-9999 Email: marc.albert@stinson.com tracey.ohm@stinson.com joshua.cox@stinson.com ruiqiao.wen@stinson.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $50 million to $100 million The petition was signed by Michael A. Abreu as vice president of Operations. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R3LLZ7A/MP_PPH_LLC__dcbke-23-00246__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. ACM Services, Inc. Hygiene Service $1,792,202 Susan Hix Mold and Asbestos 12022 Parklawn Dr Remediation Rockville, MD 20852 2. Pepco Electricity $899,032 PO Box 13608 Common Areas Philadelphia, PA 19101 3. ProService Mold $488,581 Environmental LLC Remediation Thomas Re 604 Brown Creek Drive Mathews, NC 28104 4. RSC Electrical & Mechanical Plumbing $416,000 6035 Dix Street NE Washington, DC 20019 5. Nixon Peabody LLP Legal Services $300,918 PO BOX 28012 New York, NY 10087-8012 6. TK Elevator Corporate Elevator $227,134 PO BOX 3796 Maintenance Carol Stream, IL 60132 7. Washington Gas Fuel or Gas $226,215 PO BOX 37747 Philadelphia, PA 19101 8. Carpet Discounter & Carpet $170,091 Wholesaler Inc. Replacement Mostafa Norooz & Cleaning 8807 Central Avenue Capitol Heights, MD 20743 9. White Glove Cleaning $167,144 Commercial Cleaning Service 13804 Pine Needle Ct. Upper Marlboro, MD 20774 10. HD Supply Facilities Maintenance $72,534 Maintenance and Repairs PO BOX 509058 Supply San Diego, CA 92150 11. Emerald Plumbing Repairs and $61,637 Company, LLC Plumbing Roderick Neither PO BOX 1626 Alexandria, VA 22313 12. American Pest Extermination $61,551 Management Inc. Service Deana Wade 11820 W Market Place Ste A Fulton, MD 20759 13. Lowes Pro Supply Maintenance $51,850 Lowes Supply Supplies PO BOX 301451 Dallas, TX 75303 14. Professional Carpet Carpet and $50,481 Restoration LLC Floor Immer Alvarado Cleaning 151 Wesmond Drive Alexandria, VA 22305 15. Hands on Electric Repairs and $47,657 Kevin Williams Electrical 454 Burns St SE Supplies Washington, DC 20019 16. Kastle Systems LLC Security/Fire $46,806 Accounts Receivable PO BOX 781263 Philadelphia, PA 19178 17. Manpower Cleaning Carpet and $40,627 Services LLC Floor Estacia Shirley Cleaning 10640 Campus way S #159 Upper Marlboro, MD 20774 18. Occupancy Heroes Inc. Temporary $39,168 Sabrina Robinson Staffing PO BOX 681596 Maintenance Charlotte, NC 28216 19. Tribles Inc. Maintenance $37,898 Mike Almeida and Repairs PO BOX 718719 Supply Philadelphia, PA 19171-8719 20. SK & B Remodeling Maintenance and $34,195 Services LLC Repairs Supplies Oscar Barahona 2566 Transom Place Woodbridge, VA 22191 MSS INC: Files Emergency Bid to Use Cash Collateral --------------------------------------------------- MSS. Inc. d/b/a MSS-Ortiz Electrical Services asks the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, for authority to use cash collateral. The Debtor, due to unforeseen circumstances, volatility in material prices, and aggressive collection actions by one of its largest material suppliers, began to experience significant financial problems as a result of its inability to pay certain ongoing expenses associated with its commercial and residential construction projects in and around the Triangle area. Although its revenues were consistent with prior periods, the costs and expenses associated with the performance of the agreed-upon and contracted electrical services was five-times greater than prior periods. Prepetition, the Debtor incurred the following indebtedness in connection with the financing of its business operations: A. Truist Loan (Loan No. 0497). The Debtor, on February 23, 2018, executed and delivered to SUNTRUST BANK, predecessor-in-interest to TRUIST BANK a Promissory Note in the original principal amount of $150,000. The security interest in the Truist Collateral was perfected by the filing of a UCC-1 Financing Statement with the North Carolina Secretary of State, File No. 2018 00174966A. The Debtor paid, in full, the outstanding balance owed to Truist under the Truist Loan, from the proceeds generated by the FNB Loan. As a result, and on the Petition Date, there were no amounts due and owing by the Debtor pursuant to the Truist Loan. B. First National Loan (Loan No. 2786). Prepetition, the Debtor and other coobligors, executed and delivered to FIRST NATIONAL BANK OF PENNSYLVANIA, a Promissory Note dated July 26, 2023, in the original principal amount of $450,000, the principal amount of which was due and payable on January 26, 2025, with regularly monthly payments of accrued interest, at a rate equal to 8.25% per annum, and payable monthly commencing on August 26, 2023. Repayment and performance of the FNB Note was secured by a security interest, granted under a Security Agreement. The security interest of FNB, in the FNB Collateral, was perfected by the UCC Financing Statement filed with the North Carolina Secretary of State on August 15, 2023, File No. 20230102499C. A portion of the proceeds of the FNB Loan were used to satisfy, in full, the existing obligation evidenced by the Truist Loan. The outstanding balance of the FNB Loan, as of August 14, 2023, was $431,504. C. McCorkle Loan. The Debtor executed and delivered to TOMMY JOE MCCORKLE, a Promissory Note dated March 8, 2023, in the original principal amount of $500,000, with interest accruing thereon at a rate equal to 2% per annum and payable on demand. Repayment of the McCorkle Note was secured by a Security Agreement, which granted McCorkle a security interest in personal property collateral. The security interest in the McCorkle Loan Collateral was perfected by the filing of a UCC Financing Statement with the North Carolina Secretary of State. The Debtor proposes the following adequate protection to the cash collateral Creditors in exchange for the Debtor's use of cash collateral: A. Monthly adequate protection payment to FNB in an amount not less than $2,500, representing the accrued interest on the FNB Loan, on a monthly basis, from and after the Petition Date; B. Monthly adequate protection payment to McCorkle, on the McCorkle Loan, in an amount not less than $1,000; and C. Granting of a continuing post-petition replacement lien and security interest to the Cash Collateral Creditors in all property and categories of property of the same extent, validity, and priority as said creditor held pre-petition, the validity, enforceability, and perfection of which will be immediately deemed perfected, without the need for any further action on the part of Cash Collateral Creditors. A copy of the motion is available at https://urlcurt.com/u?l=Tm1KN8 from PacerMonitor.com. About MSS Inc. MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In the petition signed by Matthew Filzen, vice president/chief operations officer, the Debtor disclosed up to $10 million in both assets and liabilities. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. MUSCLEPHARM CORP: Updates White Winston Claims; Files Amended Plan ------------------------------------------------------------------ Musclepharm Corporation submitted a Second Amended Disclosure Statement for the Second Amended Plan of Reorganization dated August 28, 2023. On May 18, 2023, the Debtor, the Committee, Empery, and White Winston entered into that certain Plan Support Agreement (the "Plan Support Agreement"), which provides the framework for the Plan. Pursuant to the Plan Support Agreement, the Debtor's largest secured creditor, Empery, as agent for MP Collateral, agreed to cap its prepetition secured claim for the Empery Loans at $18 million and carveout any recovery above $12 million for the benefit of general unsecured creditors, which proceeds will be used in part to establish a litigation trust to pursue the estate's claims against the Debtor's current and former directors and officers, including Ryan Drexler. Moreover, if Empery purchases the Debtor's assets pursuant to a credit bid, general unsecured creditors will receive 20.0% of the equity in the purchaser entity. In accordance with the Plan Support Agreement, the Debtor will run an auction and sale process on a parallel path with the Plan confirmation process, whereby the Debtor will sell certain of its Assets (except for the Excluded Assets) pursuant to Sections 363 and 1129 of the Bankruptcy Code. The Assets will be sold pursuant to an auction as set forth in those certain Bidding Procedures, approved by the Bankruptcy Court on August 17, 2023 (the "Bidding Procedures"). The Debtor will be conducting an auction and sale of its Assets to the highest and best bidder in order to maximize the value of its estate. In parallel to the sale process, the Debtor will seek confirmation of the Plan to distribute the proceeds from the sale of Assets. On August 8, 2023, the Court approved a stipulation between Drexler, Empery, the Debtor and the Committee whereby the parties agreed, among other things, that the Trustee Motion would be withdrawn, with prejudice. In addition, the parties also agreed to participate in a settlement conference, which settlement conference is currently scheduled for September 14, 2023, in Reno, Nevada before the Honorable Judge Gregg W. Zive. Like in the prior iteration of the Plan, each holder of an Allowed General Unsecured Claim shall receive its pro rata share of a beneficial interest in the Litigation Trust. Class 6 shall consist of all claims of White Winston (if any) against the Debtor's Estate, including all claims arising from that certain Settlement Agreement and Release dated December 5, 2022 (the "WW Settlement Agreement"), by and between White Winston, the Debtor and Drexler (collectively, the "White Winston Claims"). Subject to the occurrence of the Plan Effective Date (or, if both the Effective Date has not occurred and the Empery Payoff Amount is paid in full from the Net Sale Proceeds on or before August 31, 2023, upon entry of the Confirmation Order) the WW Settlement Agreement shall be deemed an executory contract that the Debtor shall reject under the Plan pursuant to section 365 of the Bankruptcy Code. White Winston shall have an allowed unsecured claim of $8,630,261.00. The allowed unsecured claim shall be treated as follows: * 100% (or such other amount as White Winston in its sole discretion determines) of the New Equity Interests, or, at White Winston's election, the prepetition equity interests in the Reorganized Debtor, shall be issued to White Winston in full and final satisfaction of the claim in the amount of $4,630,261.00. The rights and powers of holders of New Equity Interests shall be as set forth in the Plan or in related documents by White Winston. The Debtor shall issue New Equity on substantially the same terms as the Debtor's prepetition common stock in order to be treated as securities of a successor issuer per the terms of Rule 12g-3(a) (17 CFR § 240.12g3-2(a)), as interpreted by the Securities and Exchange Act Commission's Corporate Finance Division, published guidance on Exchange Act Rules "Interpretive Responses Regarding Particular Situations (Sept. 30, 2008)." It is the intention of the parties that the rights and powers of holders of New Equity Interests be determined by White Winston in connection with the change of ownership rules of Section 382 of the IRS Tax Code, including the exceptions to the ordinary change of ownership rules found in sections 382(l)(v) and (vi) of the IRS Tax Code. All provisions of the Plan shall operate to effectuate this intention unless otherwise agreed to by White Winston. * The remaining $4,000,000 of the claim (the "White Winston Retained Claim") shall not be discharged and shall remain as a liability of the post-confirmation Reorganized Debtor. For the avoidance of doubt, White Winston shall not have a claim against the Litigation Trust. On the Plan Effective Date, the Litigation Trust shall be vested with all assets of the Debtor not sold to the Purchaser, nor paid to MP Collateral, and not transferred to, or vested in, the Reorganized Debtor. The assets transferred to the Litigation Trust shall include all unsold claims, causes of action, and interests of the Debtor, including all rights, claims, and causes of action relating to insurance policies, other than the White Winston D&O Claims. After the Plan Effective Date, the Reorganized Debtor shall pay the Litigation Trust an amount equal to 30% of the Net Collected Proceeds of the White Winston D&O Claims. "Net Collected Proceeds" means the gross collected proceeds actually collected by the Reorganized Debtor on account of the White Winston D&O Claims less any fees and expenses incurred by the Reorganized Debtor to recover such proceeds. On the Plan Effective Date, the Litigation Trust shall receive all cash held by the estate, including the Net Sale Proceeds less the Empery Payoff Amount less amounts due to the Holders of Class 4 Claims pursuant to the Plan (the "Litigation Trust Cash Balance"). For the avoidance of doubt, any remaining funds in the Wind-Down Budget shall vest in the Litigation Trust. To the extent the Litigation Trust Cash Balance is less than $500,000 on a net basis after deducting anticipated accrued and unpaid administrative and priority claims (including professional fees), Empery shall fund the difference to the Litigation Trust (the "Empery Litigation Trust Loan"). The Empery Litigation Trust Loan shall be repaid from the proceeds of the Litigation Trust Assets ahead of any distributions to holders of Allowed Class 5 Claims. A full-text copy of the Second Amended Disclosure Statement dated August 28, 2023 is available at https://urlcurt.com/u?l=PNqsLr from PacerMonitor.com at no charge. Attorneys for the Debtor: Samuel A. Schwartz, Esq. SCHWARTZ LAW, PLLC 601 East Bridger Avenue Las Vegas, NV 89101 Telephone: (702) 385-5544 Facsimile: (702) 385-2741 E-mail: saschwartz@nvfirm.com About Musclepharm Corporation Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) http://www.musclepharm.com/and http://www.musclepharmcorp.com/-- is a lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. It offers a broad range of performance powders, capsules, tablets, gels and on-the-go ready to eat snacks that satisfy the needs of enthusiasts and professionals alike. MusclePharm filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14422) on Dec. 15, 2022. In the petition filed by its chief executive officer, Ryan Drexler, the Debtor reported assets and liabilities between $10 million and $50 million. The Honorable Natalie M. Cox is the case judge. The Debtor tapped Samuel A. Schwartz, Esq., at Schwartz Law, PLLC as legal counsel; Foley & Lardner, LLP as special securities counsel; and Portage Point Partners, LLC as restructuring advisor. Jeffrey Gasbarra of Portage Point Partners serves as the Debtor's chief restructuring officer. The U.S. Trustee for Region 17 appointed an official committee to represent unsecured creditors in the Debtor's case. Pachulski Stang Ziehl & Jones, LLP and Larson &Zirzow, LLC serve as the committee's bankruptcy counsel and Nevada counsel, respectively. MY FLORIDA CASE: Unsecureds Will Get 100% of Claims in 5 Years -------------------------------------------------------------- My Florida Case Management Services LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Combined Disclosure Statement and Small Business Plan of Reorganization. The Debtor provides mental health and behavioral treatment, and operates a pre-treatment general medical clinic. The Debtor, a Florida Limited Liability Corporation, was founded in 2012. The managing members are Delvis Leon Quintana ("Quintana") and Ana T. Del Pino ("Del Pino") (collectively, the "Managers") and each own a 50% interest in the Debtor. The principal place of business is 1470 NW 107th Avenue, Suite M, Sweetwater, FL 33172-2735 (the "Business Location"). In January 2019, Quintana and Del Pino purchased the membership interests of the Debtor from its prior owners. At the time of the purchase, Quintana and Del Pino were not aware of any potential Medicaid overpayment, nor was any such possibility disclosed to them by the prior owners. While Quintana and Del Pino are actively pursuing the prior owners for the Overpayment, in an attempt resolve the matter so that the Debtor would continue receive its revenues, the Debtor agreed to a settlement and payment plan with the AHCA. Unfortunately, the payment plan was too burdensome for the Debtor resulting in the filing of its Chapter 11 bankruptcy on December 20, 2022. Debtor continues to operate the business as a debtor-in possession. For the first five months, Debtor had an average monthly loss of ($14,613.83). The Debtor spent the early part of the bankruptcy case anticipating a large payment from Aetna, which was finally processed during the month of May. This payment allowed Debtor's to regroup and catch up on expenses. The average profit for May and June 2023 is $46,259.51. The Debtor's expects to maintain a continuing positive net cash flow which is more than sufficient to fund a 100% plan distribution to its creditors. The Debtor anticipates the following plan payments: * Priority Claims: Florida Department of Revenue – $200.00 to be paid in a lump sum on the Plan's Effective Date. * Secured Claims: Total monthly payment needed for Secured Claims is $4,279.21. The breakdown for payment of Secured Claims is as follows: -- Mitsubishi HC Capital America, Inc. - $1,111.58 per month; -- U.S. Small Business Administration ("SBA") - $388.00 per month; and -- Leaf Capital Funding LC - $2,779.63 per month. * General Unsecured Claims total $88,401.20 and will be paid 100% of their claims in 20 quarterly installments totaling $4,420.06, commencing on the Effective Date. * The Florida Agency for Health Care Administration's unsecured claim of $458,329.00 is disallowed and there is no treatment in Debtor's Plan for this debt. While the AHCA was properly noticed of the Chapter 11 filing and has acknowledged the Chapter 11 bankruptcy filing in writing, any payment to the AHCA is barred because it failed to file a Proof of Claim within 180 days as required by Fed. R. Bankr. P. 3002(c)(1) and Section 502 of the Bankruptcy Code. Therefore, Debtor's total monthly payment for secured and unsecured claims is $5,752.56. Class 4 consists of all allowed unsecured general claims. There are 5 allowed general unsecured claims totaling $88,401.20 that will receive a 100% distribution of their claims (the "Plan Payments"). The Plan Payments will be made over 5 years in 20 quarterly payments of $4,420.06. This class is impaired. Upon the effective date of the Debtor's CDP, Delvis Leon Quintana and Ana T. Del Pino shall remain equity shareholders in the newly reorganized pre-petition equity amount, 50% each. Upon the effective date of the Debtor's CDP, the equity interest holders shall remain equity shareholders in the newly reorganized Debtor. In order to assist in funding Debtor's business operations under the CDP, the Debtor may retain any cash on hand, funds in its bank accounts, and amounts received from accounts receivable to pay accounts payable. A full-text copy of the Combined Disclosure Statement and Plan dated August 24, 2023 is available at https://urlcurt.com/u?l=Yxkq1d from PacerMonitor.com at no charge. Counsel for Debtor: Chad Van Horn, Esq. Van Horn Law Group, PA 330 North Andrews Avenue, Suite 450 Fort Lauderdale, FL 33301-1012 Telephone: (954) 637-0000 Email: chad@cvhlawgroup.com About My Florida Case Management Services My Florida Case Management Services, LLC, is a community behavioral health in Sweetwater, Florida. My Florida Case Management Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-19656) on Dec, 20, 2022. At the time of filing, the Debtor estimated $500,001 to $1 million in both assets and liabilities. The case was assigned to Judge Robert A Mark. Chad T Van Horn, Esq. at Van Horn Law Group, P.A., represents the Debtor as counsel. NEUROEM THERAPEUTICS: Class 4 Unsecureds to Get 100% of Claims -------------------------------------------------------------- Neuroem Therapeutics, Inc., submitted a Third Plan of Reorganization. The Plan will be funded by capital contributions from its Chief Science Officer, Dr. Gary Arendash, a series of venture capital investments to launch a consumer device and the current and future income earned by the Debtor through the sales of the consumer device. The Debtor's plan will not be funded by any funds the Debtor receives through NIH or NIA grants. Grant funds shall be used exclusively for expenses related to research on the MemorEM device. The Debtor proposes a reasonable Plan which is proposed in good faith and not by any means forbidden by law. This Plan provides for one class of priority claims, one class of executory contract claims, two classes of general unsecured claims, and one class of equity security holder claims. All claimants will be paid at least one hundred percent of their allowed claim as of the Petition Date in either cash or equity in the reorganized Debtor. This Plan also provides for the payment of administrative and priority claims under the terms to the extent permitted by the Code or by agreement between the Debtor and the claimant. Under the Plan, Class 3 General Unsecured Claims allowed under s 502 which allegedly had the option to be converted to equity in the Debtor as of February 3, 2023. All claims based on debt that included a provision in the underlying loan documents allowing the claimant to exchange the debt to equity in the Debtor are treated in this class. Claimants in this class may elect to have their claims treated pursuant to one of the two following options: * All claimants in this class who are members of NEM Investors, LLC ("NEMI") will receive a pro rata distribution on their claims directly evidenced by a properly executed loan documents, from funds or stock equity(ies) representative of the value of 20% of the equity of the Debtor on a fully diluted basis finalized prior to the Debtor's next seed investment round.1 For the removal of any doubt, if, for example, the total P&I of the NEMI notes as of the date of the petition is $2,000,000.00 but only half of the NEMI investors elect the debt-to-equity option, representing $1,000,000.00 of the total, those investors electing the debt-to-equity option will only receive 10% of the value of equity of the Debtor. NEMI claimants may elect to receive their distribution in either cash or equity in the Debtor. On or before the thirtieth day following the entry of the Confirmation Order, NEMI claimants must file a written election with the Court stating how they desire their claim to be treated, otherwise the claim will be paid out in cash. Those electing to receive cash will receive payment, a 1.25X return on the amount of their allowed claim as of the Petition Date, on or before February 28, 2026. The Debtor, at its sole discretion, may elect to pay cash claims in a lump sum or over time. There is no pre-payment penalty. Those claimants electing to receive equity in the Debtor will receive said equity(ies) on or before the sixtieth day following the entry of the Confirmation Order. * Claimants in this class who are not members of NEMI may elect to have their claim directly evidenced by properly executed loan documents treated pursuant to one of the three following options: -- Option 1: Elect to receive a common stock equity using the same exchange ratio as the members of NEMI. -- Option 2: Claimants will receive a 1.25X return on the amount of their allowed claim as of the Petition Date (i.e., an allowed claim of $100,000 would receive a total distribution of $125,000), which the Debtor will pay in full, without post-petition interest, on or before February 28, 2026. The Debtor, at its sole discretion, may elect to pay these claims in a lump sum or over time. There is no pre-payment penalty. -- Option 3: Claimants' allowed claims as of the Petition Date will be converted to equity on February 28, 2026 (the "Conversion Date") at the fair market value of the Debtor on the Conversion Date at a 20% discount (i.e., an allowed claim of $100,000 would be treated as an allowed claim of $120,000 for purposes of conversion to equity). On or before the thirtieth day following the entry of the Confirmation Order, Claimants in this class must file a written election with the Court stating which option they desire their claim to be treated under, otherwise the claim will be treated pursuant to Option 1. Claimants electing treatment under Option 1 (including NEMI investors who choose the equity option) shall be entitled to choose amongst themselves no more than 2 observers who will have the authority to sit in on all meetings of the Board of Directors, but will have no right to vote. Class 3 is impaired. Class 4 General Unsecured Claims allowed under Sec. 502 which do not include an option to be converted to equity. Claimants in this class will be paid 100% of their allowed claims without post-petition interest on or before February 28, 2026. The Debtor, at its sole discretion, may elect to pay these claims in a lump sum or over time, or may offer the claimants the option to elect to receive common stock equity using the same exchange ratio as the members of NEMI. There is no pre-payment penalty. Class 4 is impaired. Attorney for the Debtor: Buddy D. Ford, Esq. Jonathan A. Semach, Esq. Heather M. Reel, Esq. BUDDY D. FORD, P.A. 9301 West Hillsborough Avenue Tampa, FL 33615-3008 Telephone: (813) 877-4669 Office E-mail: All@tampaesq.com E-mail: Buddy@tampaesq.com Jonathan@tampaesq.com Heather@tampaesq.com A copy of the Third Plan of Reorganization dated August 18, 2023, is available at https://tinyurl.ph/tSmed from PacerMonitor.com. About NeuroEM Therapeutics NeuroEM Therapeutics, Inc., is a Phoenix-based medical device company committed to developing, clinically testing, and marketing Transcranial Electromagnetic Treatment (TEMT) as treatment for Alzheimer's disease and other neurodegenerative diseases. NeuroEM Therapeutics filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00425) on Feb. 3, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., is the Debtor's counsel. NEW FORTRESS ENERGY: S&P Affirms 'BB-' ICR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on New Fortress Energy Inc. (NFE). S&P also affirmed the 'BB' issue-level rating on NFE's senior secured debt. The recovery rating of '2' is unchanged and indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery if a payment default occurs. The stable outlook reflects S&P's expectation that the company will successfully deploy and operate its first FLNG unit which will enable NFE to bolster liquidity and improve credit measures in 2023. This is somewhat tempered by execution risk related to the funding, construction, and deployment of its next FLNG unit and other growth initiatives. NFE's credit measures can improve if it successfully deploys and operates FLNG1 and its terminal assets in Brazil while also ramping up its power assets in Puerto Rico and Mexico. The company invested over $3.2 billion in five major projects: fast liquefied natural gas unit 1 (FLNG1), 350 megawatts (MW) of power infrastructure in Puerto Rico, the Barcarena and Santa Catarina terminals in Brazil, and the La Paz power plant in Mexico. This has put NFE at an inflection point at the half-year mark, with elevated leverage and less liquidity than expected as it fully drew its upsized revolver to partially fund some of these initiatives. S&P said, "We expect the inflow of cash from operating Puerto Rico's power grid to provide some ongoing stability to EBITDA under NFE's 10-year operating agreement, which supports credit quality. When FLNG1 is operational, NFE will gain optionality to feed sourced gas to downstream terminal customers or sell LNG on the spot market, which is a key assumption in our forecast for ratios to improve. Our base case assumes that NFE will reduce elevated leverage of about 5x on June 30, 2023 to about 4x by year-end 2023." Future financial policy and funding strategy will shape our view of credit quality. S&P will assess balance sheet improvement on NFE's ability to reduce financial leverage, allocate future capital, and fund initiatives. Stronger and consistent credit measures are one driver to improve ratings, as is the company's ability to generate free cash flow after growth initiatives. NFE intends to lower its capital spending needs after 2023, which depends on obtaining asset-level financing for projects such as FLNG2 and future potential growth in existing and new markets. While this strategy will alleviate the need for significant capital outlays, the benefit is partly offset by the added leverage to our consolidated credit measures, which we will balance against credit quality and the stability of project cash flow. This strategy could put the company on an accelerated path to generating positive free cash flow, which, in our view, is another important credit driver. Although the company's special dividend in the fourth quarter of 2022 did not affect the credit rating, it created some uncertainty as to the direction of financial policy in the short-term. Subsequently, NFE has stated publicly it is not considering any dividends above its quarterly payment of 10 cents per share. S&P expects the company to take a more balanced approach in the future to debt and equity holders, which likely will support a stronger credit profile. NFE's exposure to developing markets poses some risks. A key tenet of NFE's strategy is to supply gas and power to developing countries and emerging markets. S&P said, "Our sovereign ratings on many of these countries--including Brazil, Jamaica, and Nicaragua--are relatively weak. We believe the company's growing operating presence in Puerto Rico, including its role as operator of the Puerto Rico Electric Power Authority (PREPA), improves cash flow diversification and counterparty risk. Cash flow materiality, geographic diversification, and stress scenarios are key factors we use to determine if any one country exposure could be a constraint on our rating on NFE." S&P also thinks that the imminent deployment of FLNG1 in the fourth quarter of 2023 and future construction and commercial operation date of FLNG2 in 2024 will provide additional counterparty diversification that could help offset NFE's exposure to weaker jurisdictions. Many of the company's cargo sales and downstream terminal customers are investment grade, which supports cash flow. The stable outlook reflects: -- S&P's expectation that NFE will successfully deploy and operate FLNG1, which will enable the company to bolster liquidity and help partially fund future FLNG units and other growth initiatives in 2024; -- The company's ability to execute long-term contracts in the terminals and vessel segment and improve its counterparty credit quality; and -- Debt to EBITDA improving to about 4x by year-end 2023; -- The outlook is also tempered by S&P's view that; -- Funding and construction of additional FLNG units has some execution risk; -- Most of the company's LNG sales continues to be on a merchant basis; and -- The company's credit improvement is generally tied to the continuation of outsized global LNG margins over the next 12-18 months. S&P could lower the rating if: -- Market dynamics change and forecast cash flow generation is significantly less than S&P expects; -- Deployment of the FLNG units is delayed or the FLNG1 unit experiences operating difficulties; -- Liquidity becomes constrained as the company executes its growth capital plans; -- NFE adopts a more aggressive financial policy such that S&P believes the adjusted leverage could approach 5x; -- The company finances new projects or acquisitions with additional debt, such that leverage remains in the 5x area; or -- An increasing portion of EBITDA depends on merchant pricing that adds volatility to total cash flow. S&P could raise the rating if: -- NFE's credit measures continue to improve such that debt to EBITDA is consistently below 3.5x; -- The company adopts a more conservative financial policy that funds its various growth initiatives with internally generated cash flow and doesn't add substantial debt to its capital structure; -- The company generates free cash flow after capital spending; -- NFE successfully deploys and efficiently operates its FLNG1 unit during the next several quarters; -- NFE continues to increase scale with creditworthy customers under long-term contracts that could lead S&P to improve its assessment of the business risk profile; or -- Sovereign risk through an increase in business in lower rated countries does not pose a constraint on the rating. NEW TROJAN: $110MM Bank Debt Trades at 54% Discount --------------------------------------------------- Participations in a syndicated loan under which New Trojan Parent Inc is a borrower were trading in the secondary market around 45.6 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $110 million facility is a Term loan that is scheduled to mature on January 6, 2029. The amount is fully drawn and outstanding. New Trojan Parent, Inc. is the acquirer of Strategic Partners Acquisition Corp., an indirect parent company of branded medical apparel company Careismatic, Inc. NEW VISION: Unsecureds Owed $52K to Get Full Payment ---------------------------------------------------- New Vision Full Gospel Baptist Church submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. This is a reorganization plan. The Debtor will fund the Plan from cash on hand as of the date of Confirmation and from the sale of real property. The Effective Date of the proposed Plan is thirty days after entry of the order confirming the Plan unless the Plan or confirmation order provides otherwise. The Debtor's real and personal property consists of the following: i) Debtor's DIP bank account with an approximate balance consistent with the last filed monthly operating report; ii) office equipment and furniture; iii) lawn equipment, vehicles, books, artwork and instruments and ii) ownership interest in a commercial property with an estimated value of $3.1 million and located at 209 4th Avenue, East Orange, New Jersey 07017 (the "Church Bldg."). The Debtor also owns the real property estimated at $636,000, and located at 6 Chestnut Hill Place, Glenn Ridge, New Jersey 07028 (the "Chestnut Property") (the Chestnut Property and Church Bldg. collectively referred to as the "Properties"). The Chestnut Property is currently under contract for a sale price of $636,000. The Debtor's personal and real property has an estimated value of $4,036,629.39. Under the Plan, Class Six consists of holders of General Unsecured Claims, including allowed deficiency claims of creditors in prior classes and the claims of creditors not otherwise classified under the Plan. The estimated amount of undisputed general unsecured claims as scheduled or filed is $52,771. The Class Six claim holders will be paid in full on or before July 17, 2024, from the sale of the Church Bldg. as follows: * After payment to Allowed Secured Claims and customary closing costs, including property, transfer, mansion taxes, payment of Administrative Expenses and Quarterly Fees owed to the Office of the Trustee, any remaining proceeds from the sale of the Church Bldg. as described in this Plan (the "Net Proceeds") shall be paid to the Class Six claim holders within 45 days following the realization of Net Proceeds. To the extent that there are insiders in Class Six, those insiders shall be paid last. * If the Debtor fails to abide by any other term of this Plan applicable to the holder of a claim, then the holder may declare that the Debtor is in default of the Plan. Once the Debtor is in default, notice of default shall be sent to Debtor and Debtor's counsel. Failure to declare a default does not constitute a waiver of the right to declare that the Debtor is in default. If the holder of a claim in this class declares the Debtor to be in default of its obligation under the Plan, and the Debtor fails to cure such default within 30 days thereof, then the entire liability together with any unpaid current liabilities, shall become due and payable immediately. Upon notice of default and the failure to cure, as set forth above, the holder may collect any unpaid liabilities without the need for Bankruptcy Court approval. This shall include full reinstatement of collection powers and rights as they existed prior to the filing of the bankruptcy petition in this case, including but not limited to, the filing of the notice of liens, and the powers of levy, seizure, and the sale. Class 6 is impaired. The Plan will be funded from (i) funds on hand at the time of Confirmation; and (ii) the sale of the Debtor's real property. Counsel for the Debtor: Carlos D. Martinez, Esq. SCURA, WIGFIELD, HEYER, STEVENS & CAMMAROTA, LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Telephone: (973) 696-8391 E-mail: cmartinez@scura.com A copy of the Disclosure Statement dated August 18, 2023, is available at https://tinyurl.ph/hojOf from PacerMonitor.com. About New Vision Full Gospel Baptist Church New Vision Full Gospel Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-12770) on April 3, 2023, the Debtor disclosed $3,700,629 in assets and $2,372,979 in liabilities. Judge Vincent F. Papalia oversees the case. David Stevens, Esq., at Scura Wigfield, Heyer, Stevens & Cammarota LLP, is the Debtor's legal counsel. NEW VISION: Wins Cash Collateral Access on Final Basis ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Vision Full Gospel Baptist Church to use cash collateral on a final basis in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral for the following purposes: i) maintaining and preserving the Debtor's assets; and ii) the continued operation of the Debtor's business, including but not limited to payroll, payroll taxes, employee expenses and insurance costs. The U.S. Small Business Administration has a secured claim against the Debtor in the approximate amount of $507,770 together with late charges, interest and other costs thereon arising from various loans. The SBA has made a prima facia showing that it has a properly perfected lien on the Debtor's property (including proceeds) at the commencement of the case, including the Debtor's accounts, inventory and other collateral which is or may result in cash collateral. As adequate protection, the SBA is granted a replacement perfected security interest in all post-petition assets of the Debtor to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the SBA held in the Collateral prepetition. To the extent that the adequate protection provided for proves insufficient to protect the SBA's interest in the cash collateral, the SBA will have a super priority administrative expense claim, pursuant to Bankruptcy Code Section 507(b), senior to any and all claims against the Debtor under Section 507(b), whether in the proceeding or in any superseding proceeding. The liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of the SBA taking possession, filing financing statements or other documents. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=qC2ixe from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $47,900 for September 2023; and $47,900 for October 2023. About New Vision Full Gospel Baptist Church New Vision Full Gospel Baptist Church sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-12770) on April 3, 2023, the Debtor disclosed $3,700,629 in assets and $2,372,979 in liabilities. Judge Vincent F. Papalia oversees the case. David Stevens, Esq., at Scura Wigfield, Heyer, Stevens & Cammarota LLP, represents the Debtor as legal counsel. NICE VIEW 82: Plan Disclosures Inadequate, Creditor Says -------------------------------------------------------- Deutsche Bank National Trust Company as Trustee for HarborView Mortgage Loan Trust, Mortgage Loan Pass-Through Certificates, Series 2006-14 ("Creditor"), files this Objection to Approval of Disclosure Statement and Confirmation of Chapter 11 Plan of Debtor, Nice View 82, LLC (DE). Creditor points out that the disclosure statement fails to contain adequate information as required by 11 U.S.C. Sec. 1125(a)(1) * First, the Debtor is not the Borrower under the Loan documents. The Parties lack privity of contract. Creditor asserts any modification of its Claim in the Plan would violate Sec. 524(e) by seeking to discharge the liability of the non-fling Borrower. * Second, the Disclosure Statement contains no information regarding the violation of the absolute priority rule. The Debtor proposes to pay nothing on the unsecured portion of the claim. * Third, the Disclosure Statement fails to address the lack of income generated by the Property and how Debtor will fund the Plan with no income. The Property does not appear to be rented. Further, even if rented, Creditor asserts the proposed rental income would be insufficient to pay the Judgment in full, or the proposed balloon payment. * Fourth, the Plan fails to address the recovery of post-petition escrow advances made by Creditor on Debtor's behalf. * Finally, there are multiple confirmation issues which Debtor must address including the lack of good faith, the violation of s 524(e) as Debtor is not a Borrower under the Loan documents, and the lack of feasibility. Creditor further points out that the plan violates 11 U.S.C. Sec. 506(a): * Creditor asserts Debtor's proposed Property valuation is inaccurate. In the Motion to Value, Debtor alleged the Property has a value of $278,000.00 based on an appraisal report. However, pursuant to Debtor's sworn Bankruptcy Schedules, the Property had a value of $300,000.00. In the Plan, Debtor seeks to reduce the secured claim to $250,200.00 in full satisfaction of Creditor's Claim. Debtor failed to include an affidavit from a real estate professional in support of the valuation. The appraisal report itself is hearsay and inadmissible absent authentication from the appraiser. Creditor requests an opportunity to obtain an updated interior appraisal report to verify Debtor's proposed valuation. In addition, Creditor requests Debtor's cooperation in allowing access to the Property to complete the appraisal report. As a result, Creditor reserves its right to supplement this Objection with additional evidence of value, including an updated interior appraisal report and declaration from its appraiser. To the extent Debtor seeks to reduce Creditor's claim below the fair market value of the Property, the Plan would violate s 506(a). As a result, the Motion to Value must be denied. 11 U.S.C. s 506(a). * Further, the terms of the Motion to Value contradict the Debtor's proposed Chapter 11 Plan. In the Plan, Debtor seeks to reduce Creditor's secured claim to $250,200.00 in full satisfaction of Creditor's Claim. Debtor proposes to pay nothing to satisfy the unsecured portion of the claim. Debtor fails to cite to any authority which would permit the Debtor to bifurcate the claim into a secured and unsecured portion under §506(a) and then elect to pay nothing to satisfy the unsecured claim. Creditor asserts that the plan violates the absolute priority rule. In this case, Creditor's security interest in the Property is senior to Debtor's interest in the Property. As discussed above, the Plan does not provide for Creditor's secured Claim in full, but Debtor attempts to retain an interest in the Property as a junior class member in violation of the absolute priority rule. Debtor proposes to pay nothing toward the unsecured claim. Unsecured claims will not be paid in full under the Plan (or at all). Based on the foregoing, the Plan violates the absolute priority rule and cannot be confirmed. According to Creditor, the proposed plan violates 11 U.S.C. Sec. 524(e). In the present case, Borrower is not a party to the bankruptcy. Despite this fact, Debtor is proposing to modify the terms of the Loan. Clearly, such proposed treatment of the loan amounts to a drastic modification of the Co-Borrower's obligation, who is not a debtor in the instant case. If Debtor is permitted to modify the loan in his Plan, it will result in substantial confusion as to the rights and obligations between Co-Borrower, Debtor, and Creditor, which, in turn, will result in conflicting obligations. Assuming Debtor's Plan proposes to completely eliminate the Lender-Borrower relationship (which appears to be the case), it clearly violates Section 524(e) as it seeks to discharge the liability of a non-debtor under the loan. Specifically, if the non-debtor obligor (i.e., Co-Borrower) is no longer required to make principal and interest payments on the loan or otherwise comply with the terms of the loan documents, the Plan necessarily seeks to discharge the personal liability of a non-filing obligor. Creditor points out that the plan lacks feasibility. Here, the Debtor has no employees. Creditor holds the only secured claim. Debtor has no other creditors. The Property is the only asset owned by Debtor. Pursuant to the most recent June MOR, Debtor listed ending equity/net worth of $0.00. Debtor listed gross income of $0.00. Debtor listed profit/loss of $0.00. Debtor failed to list income any income or expenses for the Business or Property. There is no indication from the Disclosure Statement or Plan to suggest the Property is currently rented to tenants and producing a positive cash flow. Accordingly, it is unclear how the Plan (or balloon payment) will be funded. In the Plan, Debtor proposes a cash payment of $250,200.00 in full satisfaction of Creditor's Claim. Debtor proposes to pay nothing to satisfy the unsecured portion of the claim. Debtor fails to explain how it will make the balloon payment (or any other Plan payments) with no income. Creditor further points out that the plan is not proposed in good faith. Here, Creditor has been unable to exercise its rights under state law due to bad faith conduct by the Borrower, Windward, and the Debtor. As discussed above, Borrower filed 4 prior Bankruptcy Cases. Debtor's predecessor-in-interest, Windward, obtained a foreclosure judgment in State Court several months after Creditor obtained its Foreclosure Judgment. On February 1, 2023, Windward allegedly completed its foreclosure sale. However, Windward failed to pay off Creditor's senior Mortgage lien. Rather, Windward purportedly transferred interest in the Property for little to no consideration, to Nice View 82, LLC (DE), which in turn immediately filed this Bankruptcy Case for purposes of modifying Creditor's Claim in Chapter 11 Plan. Specifically, Debtor filed this Bankruptcy Case on February 27, 2023, one day before the scheduled foreclosure sale. Considering the facts and the totality of circumstances, Debtor's petition was filed in "bad faith": (1) The only assets owned by the Debtor are pending foreclosure; (2) The Debtor has no substantive cash flow or income to make payments under the Loan, and Debtor appears serve no legitimate business purpose; (3) The Debtor has not conducted any significant business since filing of Bankruptcy; (4) Debtor has no income and no employees, (5) The Property was transferred to the Debtor on the eve of the Bankruptcy filing (6) Debtor filed the instant case on the eve of the scheduled foreclosure sale; (7) Debtor has failed to comply with the requirements of the Bankruptcy Code; (8) the Debtor is not a Borrower under the Loan documents; and (9) there have been multiple Bankruptcy Cases and transfers of interest in the Property used to delay creditor rights. Based on the foregoing, Creditor asserts Debtor has acted in bad faith and Debtor will be unable to meet the good faith requirements under the Bankruptcy Code to confirm a Plan. Attorney for the Movant: Wanda D. Murray, Esq. Aldridge Pite, LLP Six Piedmont Center, 3525 Piedmont Road, N.E., Suite 700 Atlanta, GA 30305 Tel: (404) 994-7400 Fax: (619) 590-1385 E-mail: WMurray@aldridgepite.com About Nice View 82 Nice View 82, LLC (DE), filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-11520) on Feb. 27, 2023, with as much as $1 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor is represented by Joel M. Aresty, P.A. NIKOFAM INC: Unsecureds Owed $140K to Get 100% of Claims -------------------------------------------------------- Nikofam, Inc., submitted an Amended Chapter 11 Subchapter V Plan of Reorganization. Under the Plan, all creditors will be paid in full over a period of five years. The Debtor's ability to make these payments, by committing its projected net disposable income over the course of the Plan. The Plan contemplates that the Debtor will stay in business and return to positive cash flow. Under the Plan: (i) Allowed Secured Claims are paid in full based on the value of the security; (ii) Allowed Administrative and Priority Claims are paid in full; and (ii) the Debtor's projected disposable income is submitted to the payment in full of Allowed General Unsecured Claims over a 60 month period from the Effective Date of the Plan. The Plan constitutes the Debtor's best efforts to repay creditors. Unsecured creditors would likely receive nothing if the Debtor were forced to liquidate. The Plan is funded from the Debtor's net income from its business operations. Class 4 is comprised of all holders of Allowed General Unsecured Claims against the Debtor. Based upon the Proofs of Claim that have been filed and the Debtor's Schedules, the Debtor estimates that there will be approximately $124,000 in Allowed Class 4 Claims. Each holder of an Allowed Class 4 Claim will receive a total distribution equal to 100% of its Allowed Claim, to be paid in quarterly installments over five years from the Effective Date. This amount is based on its pro rata share of the Debtor's net disposable income to be received over the five-year period following the Effective Date. Class 4 is impaired. The Plan will be funded from the Debtor's future earnings and income. Upon the Effective Date, the Debtor is authorized to take all action permitted by law, including, without limitation, to use its cash and other assets for all purposes provided for in the Plan and in its business operations, and to borrow funds and to transfer funds for any legitimate purpose. Attorney for the Debtor: David B. Madoff, Esq. Steffani M. Pelton, Esq. MADOFF & KHOURY LLP 124 Washington Street – Ste. 202 Foxborough, MA 02035 Tel: (508) 543-0040 E-mail: madoff@mandkllp.com A copy of the Plan of Reorganization dated August 18, 2023, is available at https://tinyurl.ph/ILMGC from PacerMonitor.com. About Nikofam Inc. Nikofam, Inc., owns and operates the Athens Pizza pizzeria. Since 2005, the restaurant has operated out of its leased storefront in East Weymouth, Massachusetts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-10719) on May 5, 2023. In the petition signed by Kiriaki Nikolaidis, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Janet E. Bostwick oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, is the Debtor's legal counsel. OMNIQ CORP: Partners With Tripshot to Provide Frictionless Parking ------------------------------------------------------------------ OMNIQ Corp. announced it has partnered with TripShot, a transportation demand management (TDM) solution company, to provide a unique frictionless parking solution for a major US technology company. The innovative collaboration with TripShot's TDM solution combined with omniQ's Machine Vision technologies including the Vehicle Recognition System (VRS) takes innovative access control solutions and elevates the experience of commuters and campus parking management professionals. The partnership will provide a seamless delivery of real-time occupancy information to campus parking managers via QR-based or VRSL-based access control systems. Through the TripShot app, commuters can easily procure a QR-code, scan it at the parking gate arm and begin or conclude a parking reservation. This process optimizes parking space utilization and supports commuters with a new level of convenience Shai Lustgarten, CEO of omniQ stated "We are honored to partner with TripShot as we coordinate to offer the most unique solution on the market today. TripShot brings a pristine reputation of success servicing Fortune 100 companies and a unique product offering. Our combined experience places us in a position of strength to continue to deliver the most innovative products in the market. In addition to providing this capability to one of the most recognizable technology companies in the world, our work involved the integration into a global leading CRM software company. Our new customer will rely on omniQ's software data, and the CRM platform, which will allow the customer to track, monitor, and manage its operations. This innovative technology will be available to corporate campuses and parking facilities globally, making it easier for drivers to seamlessly secure parking anywhere a parking structure is located." "We are excited to partner with OmniQ to support a global tech company's campuses," said Patrick Le, co-founder and chief product and strategy officer at TripShot. "Our mutual commitment to customer satisfaction and innovation results in solutions that make using and managing campus parking even easier. This partnership will grow as we continue to expand solutions with other leading companies, universities and more." This integration is another step towards a more seamless campus transportation experience during a time of hybrid work and rapidly changing commuting trends. TripShot and OmniQ will continue to grow their partnership to enhance campus TDM and access control technology. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq Corp reported a net loss of $13.61 million for the year ended Dec. 31, 2022, compared to a net loss of $13.14 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $68.47 million in total assets, $81.31 million in total liabilities, and a total stockholders' deficit of $12.84 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has a deficit in stockholders' equity, and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. ORBITAL INFRASTRUCTURE: Hits Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Yi Wei Wong of Bloomberg Law reports that Orbital Infrastructure Group Inc. filed for Chapter 11 bankruptcy protection in the Southern District of Texas court, according to a filing. The filing excludes Front Line Power Construction and Gibson Technical Services, the company says in a separate filing. It plans to sell the two companies to their lenders separately. Any sale will be subject to bankruptcy court approval. The company has received commitments for two debtor-in-possession financing credit agreements with the FLP lenders and the GTS lender DIP financing will provide $15 million of incremental liquidity following the petition filing. About Orbital Infrastructure Group Orbital offers a comprehensive suite of infrastructure solutions, providing engineering, design, construction, maintenance, and disaster recovery services to electric power, telecommunications, and renewable energy customers, of which electric power and telecommunication segments are still active. Orbital Infrastructure sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on Aug. 23, 2023. In the petition filed by James F. O'Neil III, as chief executive officer, the Debtor reported total assets as of June 30, 2023 amounting to $24,185,668 and total debt of $225,850,276. The case is overseen by the Honorable Bankruptcy Judge David R. Jones. The Debtors tapped HAYNES AND BOONE, LLP as counsel, and MOELIS & COMPANY as investment banker. DONLIN, RECANO & COMPANY, INC., is the claims agent. PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 34% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Packers Holdings LLC is a borrower were trading in the secondary market around 66.4 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.24 billion facility is a Term loan that is scheduled to mature on March 9, 2028. The amount is fully drawn and outstanding. Packers Holdings, LLC, known as PSSI, founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. PARTY CITY: Resolves Bankruptcy Court Feud With Mudrick Capital --------------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Party City Holdco Inc. has tentatively resolved a dispute with one of its creditors, hedge fund Mudrick Capital Management, a lawyer for the company said in court Thursday, August 24, 2023. Mudrick previously protested that a group of first-lien lenders was set to get control of the business at a steep discount and earlier opposed terms of the company's bankruptcy financing. The agreement is supported by other lenders and doesn't impact the company's settlement with the unsecured creditor committee, according to company attorney Chris Hopkins. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PEER STREET: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Peer Street, Inc. and affiliates to use cash collateral on an interim basis in accordance with the budget, with a 20% variance. As previously reported by the Troubled Company Reporter, PSI is party to a Credit Agreement dated October 12, 2021, by and among PSI, as borrower and the other Prepetition Borrowers as guarantors, on the one hand, and Magnetar Financial LLC as the Paying Agent, and certain of Magnetar's affiliates and managed funds party thereto, as lenders, on the other. The Prepetition Credit Agreement provides for convertible secured term loans in an aggregate principal amount not to exceed $30 million. The loans provided under the Prepetition Credit Agreement are secured by a lien on substantially all of the Prepetition Borrowers' assets. As of the Petition Date, the Prepetition Borrowers were indebted to the Prepetition Secured Parties under the Prepetition Financing Documents, for an aggregate amount of $27.239 million. The loan includes secured PIK interest at a rate of 6%. The entities with an interest in the cash collateral are Magnetar Structuring Credit Fund, L.P., Magnetar Longhorn Fund, LP, Purpose Alternative Credit Fund - F LLC, Purpose Alternative Credit Fund - T LLC and Magnetar Lake Credit Fund, LLC, and Magnetar Financial LLC, as agent. As adequate protection, the Prepetition Secured Parties and their Agent are granted additional and replacement valid, binding, enforceable, non-avoidable, and perfected postpetition security interests and liens upon any and all repaid Servicing Advances. The Prepetition Secured Parties and the Agent, for the benefit of the Prepetition Secured Parties, are each granted an allowed administrative expense claim with super-priority over all other administrative expenses and all other claims against the Prepetition Borrowers or their estates or any kind or nature whatsoever, but in all cases subject and subordinate to the Carve-Out and the Permitted Prior Liens. These events constitute an "Event of Default": (i) following 10 business days' notice from the Prepetition Secured Parties of (a) the Debtors' failure to meet or satisfy any Milestone, unless extended by agreement of the Prepetition Secured Parties or order of the Court, or (b) a final determination by the Court that a material violation or breach (other than by the Prepetition Secured Parties), of any of the provisions of the Final Order has occurred; or (ii) automatically without further notice or court proceeding following that the occurrence of one or more of the following: (a) the appointment of a chapter 11 trustee or of an examiner with expanded powers in the Chapter 11 Case; (b) the conversion of the Chapter 11 Cases of the Prepetition Borrowers to cases under Chapter 7 of the Bankruptcy Code; (c) the dismissal of the Chapter 11 Cases of the Prepetition Borrowers; (d) filing of a motion, application or other pleading to obtain postpetition financing that has not been consented to by the Prepetition Secured Parties; (e) entry of an order or a judgment by the Court or any other court staying, reversing, vacating, amending, rescinding or otherwise modifying any of the terms of the Final Order, or filing of a motion, application or other pleading by the Prepetition Borrowers seeking such entry, in each case without the consent of the Prepetition Secured Parties. A copy of the order is available at https://urlcurt.com/u?l=zIvw1Y from PacerMonitor.com. About Peer Street, Inc. 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. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10815) on June 26, 2023. In the petition signed by Brewster Johnson, president, the Debtor disclosed up to $100 million in both assets and liabilities. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped Joseph Barry, Esq., at Young Conaway Stargatt and Taylor, LLP represents the Debtor as legal counsel, Kramer Levin Naftalis and Frankel LLP as co-bankruptcy counsel, Stretto, Inc. as claims and noticing agent, and Piper Sandler is broker. PEGASUS HOME FASHIONS: Seeks Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Rick Archer of Law360 reports that New Jersey-based pillow maker Pegasus Home Fashions filed for Chapter 11 protection in a Delaware bankruptcy court with over $81 million in debt, saying the company will be going up for sale within 75 days. About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Michael R. Nestor, Esq. Young Conaway Stargatt & Taylor 107 Trumbull St. Building G-1 Elizabeth, NJ 07206 PEGASUS HOME: Blue Torch to Buy Company From H.I.G. --------------------------------------------------- Steven Church of Bloomberg News reports that Blue Torch Capital has decided to buy bankrupt pillow maker Pegasus Home Fashions Inc. from H.I.G. Capital, which took over the company two years ago. Under the deal, which must be approved by the judge overseeing Pegasus' bankruptcy, affiliates of Blue Torch have agreed to be the stalking horse, or lead bidder, at an auction for the company, according to court filings. The value of the deal is likely to be made public once court papers with more details are filed in the Chapter 11 case. About Pegasus Home Fashions Inc. Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Michael R. Nestor, Esq. Young Conaway Stargatt & Taylor 107 Trumbull St. Building G-1 Elizabeth, NJ 07206 PERFORMANCE RESULTS: Seeks Cash Collateral Access ------------------------------------------------- Performance Results Plus, Inc. asks the U.S. Bankruptcy Court for the Southern District of Ohio, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay present operating expenses. The Debtor has experienced financial hardship due to multiple factors, primarily litigation related to the purchase of business assets and supply chain disruption due to the COVID-19 pandemic. The Debtor is seeking to restructure through the filing of the chapter 11 proceeding and intends to submit a plan of reorganization. Based upon the Debtor's books and records, and a review of the online public records maintained by the Ohio Secretary of State, the Debtor contends that The Huntington National Bank have or may claim to have security interests in the Debtor's cash collateral. The Debtor's initial pre-petition secured lender was HNB. On November 19, 2020, the Debtor, through the U.S. Small Business Administration, entered into a business loan agreement with HNB for a loan in the principal amount of $2.217 million. On the same date, the Debtor entered into a line of credit with HNB in the principal amount of $250,000. The Debtor believes that HNB is secured by two assets that constitute "cash collateral" under 11 U.S.C. Section 363: the Debtor's accounts receivable, with an estimated value of $55,000 as of the Petition Date, as well as the cash in the Debtor's checking account maintained at HNB, with a balance of approximately $25,000 as of the Petition Date. In addition to the HNB Account, the Debtor maintains a deposit account at KeyBank with a balance of approximately $1,900. Although the Secured Creditor's loan documents purport to take a security interest in all "deposit accounts," the Secured Creditor failed to take steps necessary to maintain a secured interest in the Debtor's KeyBank Account. Because the Debtor could avoid the unperfected security interests of HNB in the KeyBank Account pursuant to Section 544 of the Bankruptcy Code, HNB does not have an interest in cash collateral held in those accounts pursuant to 11 U.S.C. Section 363. The Secured Creditor is adequately protected because its lien will be regranted in and to the post-petition assets to the extent of the validity and priority of its pre-petition lien, if any, and the value of the Debtor's cash collateral will be maintained at current levels, if not enhanced, over the period of the proposed Budget. Adequate protection is also provided by the Debtor to the Secured Creditor by and through the Debtor only spending cash collateral in accordance with the line items of expense categories set forth in the Budget, and by the reporting that the Debtor will make to the Secured Creditor. A copy of the motion is available at https://urlcurt.com/u?l=M83vXh from PacerMonitor.com. About Performance Results Plus, Inc. Performance Results Plus, Inc. owns and operates a hydraulic machine shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52960) on August 28, 2023. In the petition signed by Michael L. Adkins, president, the Debtor disclosed $3,219,882 in assets and $3,128,718 in liabilities. Judge Kathryn Preston oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, represents the Debtor as legal counsel. PLATINUM BEAUTY: Case Summary & Six Unsecured Creditors ------------------------------------------------------- Debtor: Platinum Beauty Bar and Spa, LLC 421 E. Greene Street Monticello GA 31064 Business Description: The Debtor is a full-service spa in Conyers, Georgia. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Middle District of Georgia Case No.: 23-51222 Debtor's Counsel: William Rountree, Esq. ROUNTREE, LEITMAN, KLEIN & GEER, LLC 2987 Clairmont Road Suite 350 Atlanta GA 30329 Tel: 404-584-1238 Email: wrountree@rlkglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rebecca Davis as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LLVK7VY/Platinum_Beauty_Bar_and_Spa_LLC__gambke-23-51222__0001.0.pdf?mcid=tGE4TAMA POLARIS OPERATING: Wins Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Polaris Operating, LLC and affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors have an immediate and critical need to use the cash collateral to continue the Debtors' ordinary course business operations and to maintain the value of the bankruptcy estates. As adequate protection, the Secured Lenders are granted valid, automatically perfected and enforceable additional adequate protection replacement liens in accordance with the priority of the applicable Secured Lenders' prepetition security interests and liens and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. To the extent of any Diminution in Value, each Secured Lender, is granted valid, automatically perfected and enforceable additional adequate protection replacement liens, in accordance with the priority of the applicable Secured Lender's prepetition security interests and liens and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. Subject to the Carve-Out, and to the extent of any Diminution in Value, the Secured Lenders are further granted an allowed superpriority administrative expense claim as provided and to the full extent allowed by 11 U.S.C. Sections 503(b) and 507(b), with priority over all administrative expense claims and unsecured claims against the Debtor and its estate, now existing or hereafter arising, of any kind or nature whatsoever. A fourth interim hearing to consider entry of the Fourth Interim Order is set for September 11, 2023 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=Oiicf8 from PacerMonitor.com. About Polaris Operating, LLC Polaris Operating, LLC and affiliates are privately held independent oil and gas companies focused on acquiring, optimizing and developing conventional oil and gas properties with re-development and new development opportunities. The Debtors' core area of operations is in the Texas Panhandle, specifically in Moore, Potter and Roberts counties, where they own and operate hundreds of shallow oil and gas wells with a significant amount infrastructure including gathering systems, power lines, disposal wells, workover rigs and water trucks. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-32810) on July 28, 2023. In the petition signed by Christopher Czuppon, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. OKIN ADAMS BARTLETT CURRY LLP represents the Debtor as counsel. DONLIN, RECANO & COMPANY, INC. is the notice, claims and balloting agent. PROPPANT TECH: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- Proppant Tech Services, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use the alleged cash collateral of I.M. Investments, LLC and provide adequate protection. The Debtor requires the use of cash collateral as working capital to fund the operation of its business. Proppant leases an existing silica frac sand pit (quarry) located on approximately 179.04 acres from NA Land Investments, LLC. The sand lease, which commenced on September 1, 2021, is set to continue for five years with a one-year option at the mutual agreement of Proppant and NA Land. In exchange for unrestricted access to the Property, Proppant has agreed to pay NA Land a royalty equal to $1.50 per ton, for every ton of sand that is sold from the property. Proppant and NA Land share common ownership, with each business owned by the same three members. The members, which include Murray Moran, Anirban Haldar, and Ignacio Martinez, all own 33% of Proppant and NA Land. Due to irreconcilable disagreements between the Members, Martinez engaged in prepetition efforts to takeover Proppant and NA Land by virtue of Martinez's decision to purchase the Debtors' bank debt and then declare a default. The actions of Martinez, which involve various breaches of fiduciary duty, have rendered the Debtors unable to operate their businesses outside the protections of the Bankruptcy Code. Prior to the Petition Date, Amarillo National Bank, as lender, and Proppant, as borrower, entered into, among other documents and agreements, the Promissory Note (Equipment Loan) in the amount of $2.641 million dated January 18, 2023, the Promissory Note (Affiliate Refinance Loan) in the amount of $1.431 million dated January 18, 2023, and that Promissory Note (Affiliate Payoff Loan) in the amount of $2.875 million. The Notes were guaranteed by Moran and Haldar. As of the Petition Date, Proppant allegedly owes I.M. approximately $8.8 million on behalf of the Notes. I.M. allegedly filed a UCC-1 Financing Statement against Proppant regarding the Notes Pre-Petition Collateral. As result, I.M. alleges that pursuant to the Notes, he has a first priority lien on all assets of Proppant, including Proppant's cash. As adequate protection for any diminution in value incurred by I.M. through the Debtors' use of cash collateral, the Debtors will (i) maintain the value of its business as a going-concern, (ii) provide to I.M. replacement liens on now owned and after-acquired cash derived from I.M.'s Collateral, and (iii) provide superpriority administrative claims to I.M. equal to any diminution in value of I.M.'s Collateral. A copy of the motion is available at https://urlcurt.com/u?l=IlBmpT from PacerMonitor.com. About Proppant Tech Services, LLC Proppant Tech Services, LLC is a sand mining business in San Antonio that produces and sells special silica sands, otherwise known as "frac sand." The frac sand, which is produced through the wet sand method, is sold to oil and gas businesses engaged in hydraulic fracturing, or "fracking." The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50734) on June 11, 2023. In the petition signed by Anirban Haldar, member, the Debtor disclosed $8,622,400 in assets and $8,770,018 in liabilities. Brandon J. Tittle, Esq., at Glast, Phillips and Murray, PC, represents the Debtor as legal counsel. PROTERRA INC: Wins Cash Collateral Access Thru Sept 10 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Proterra, Inc. and affiliates to use cash collateral on an interim basis in accordance with the budget and their agreement with the prepetition parties, through September 10, 2023. The parties with an interest in the cash collateral are: (i) Bank of America, N.A. as administrative agent under the Senior Credit Agreement; and (ii) CSI GP I LLC, as collateral agent under the Notes Purchase Agreement. The Debtor requires the use of cash collateral for general corporate and working capital purposes, to pay costs in connection with the administration of the Chapter 11 Cases, to make adequate protection payments as contemplated by the Interim Order and to pay other amounts approved by the Court or as required under the Bankruptcy Code. As of the Petition Date, the Debtors have funded debt obligations in the aggregate principal amount of approximately $199.1 million, consisting of (a) $21.9 million in face amount of letters of credit issued under the First Lien Credit Facility and (b) $177.2 million in principal amount of Second Lien Convertible Notes. As of the Petition Date, other than the Prepetition Letters of Credit, there is nothing outstanding under the Loan, Guaranty and Security Agreement dated as of May 8, 2019, by and among Debtor Proterra Operating Company, Inc. (f/k/a Proterra Inc.) (OpCo), the lenders from time to time party thereto, the issuing bank party thereto, and Bank of America, N.A., as administrative agent. The borrowing capacity of the First Lien Credit Facility is up to $75 million, including a letter of credit sub-facility. In the absence of an Event of Default under and as defined in the Senior Credit Agreement, the Prepetition First Lien Lenders' loan commitments under the First Lien Credit Facility were available to OpCo on a revolving basis through the earlier of May 9, 2024 or 91 days prior to the stated maturity of any subordinated debt in the aggregate amount of $7.5 million or more. The maximum availability under the First Lien Credit Facility is subject to a borrowing base based on certain specified percentages of eligible accounts receivable and inventory, subject to certain reserves. The First Lien Credit Facility includes a $25 million letter of credit sub-line as of March 31, 2023. As of the Petition Date, no amounts are outstanding under the revolver, and there are approximately $21.9 million in face amount of letters of credit issued under the First Lien Credit Agreement. As of the Petition Date, there are approximately $177.2 million of convertible notes issued by OpCo under a convertibles notes facility documented pursuant that certain Note Purchase Agreement, dated as of August 4, 2020, by and among OpCo, the investors from time to time party thereto, the guarantors from time to time party thereto and CSI GP I LLC, as collateral agent. The Second Lien Convertible Notes bear interest of 12.0% per year, consisting of 5% in cash and 7% PIK. 98% of the Second Lien Convertible Notes are owned by the Cowen Parties. As adequate protection, the Prepetition Secured Parties, will receive the following adequate protection including: (i) the First Lien Agent will receive senior adequate protection liens, junior only to the Prepetition First Liens and Permitted Liens which are perfected as of the Petition Date and senior in priority to the Prepetition Liens and the Carve-Out, and the Second Lien Agent will receive junior adequate protection liens junior only to the Prepetition First Liens, Senior Adequate Protections Liens, Prepetition Second Liens, Senior Permitted Liens which are senior in priority to the Prepetition Second Liens, and the Carve-Out; (ii) the First Lien Agent will receive an Allowed Senior Adequate Protection Superpriority Claim and the Second Lien Agent will receive a Junior Adequate Protection Superpriority Claim pursuant to Sections 503(b) and 507(b) of the Bankruptcy Code, having priority over all other administrative claims (other than the Carve-Out) and will otherwise be subject to the Intercreditor Agreement; and (iii) payment of (a) reasonable fees and expenses incurred by the First Lien Agent and (b) reasonable fees and expenses to the Second Lien Agent, subject to a cap of $200,000 per calendar month, and in each case, subject to certain conditions. The Carve-out means: (i) fees owing to the U.S. Trustee incurred in connection with the Chapter 11 Case, (ii) fees and expenses of a chapter 7 trustee in an amount not to exceed $25,000, (iii) professional fees, expenses and disbursements incurred by professional persons employed by the Debtors or any Committee (including any fees and expenses of the members of any Committee) at any time prior to the Termination Date and (iv) Professional Fees incurred after the Termination Date in an amount not to exceed $4 million. A final hearing on the matter is set for September 7, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=ecLr7G from PacerMonitor.com. About Proterra Inc. Proterra Inc. business involves designing, manufacturing, and selling electric transit buses and components, batteries, and electric drive trains, and providing and selling related products and services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120). In the petition signed by $818,773,679 in total assets and $609,498,207 in total liabilities. Judge Brendan Linehan Shannon oversees the case. YOUNG CONAWAY STARGATT & TAYLOR, LLP represents the Debtor 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. PUERTO RICO: BlackRock Deal Will Cut Debt by 75% ------------------------------------------------ Michelle Kaske of Bloomberg News reports that Puerto Rico's bankrupt power utility has reached a deal with BlackRock Financial Management and Nuveen Asset Management to slash its debt load by about 75%, even as other creditors have said they oppose the accord. The island's federally-appointed financial oversight board, which is managing Puerto Rico Electric Power Authority's bankruptcy, struck the agreement with a new group of investors holding $2.4 billion of utility debt including BlackRock, Nuveen, Franklin Advisers, Taconic Capital Advisors and Whitebox Advisors. The deal aims to reduce combined claims of $10 billion down to about $2.5 billion of new bonds. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case web site https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. R&G DEVELOPMENT: Unsecureds Will be Paid From Proceeds ------------------------------------------------------ R&G Development Group, LLC submitted a Fifth Amended Plan of Liquidation and/or Reorganization. Under the Plan, holders of Class 12 General Unsecured Claims will be paid from the PCHS Sale Proceeds, the Completed Project Proceeds, the Permanent Financing Proceeds, or the Alternative Sale Proceeds, as the case may be, after full satisfaction of the Class 1, 2, 3, 4, 5, 6, 7, 8, 9 10 and 11 Claims. To the extent the PCHS Sale Proceeds, Completed Project Proceeds or Alternative Sale Proceeds are insufficient to pay Class 12 Claims in full, each Holder of a Class 12 Claim will receive its Pro Rata share of such proceeds. Class 12 is impaired. PCHS Sale The Debtor shall proceed with a sale of the Project to PCHS (the "PCHS Sale") pursuant to the terms of the PCHS Sale Agreement as though fully set forth in this section. The PCHS Sale shall be free and clear of liens, claims and encumbrances pursuant to Bankruptcy Code section 363. The net proceeds of the PCHS, after payment of closing costs (the "PCHS Sale Proceeds") shall be distributed to Holders of Claims in Classes 1-12 in accordance with Sections IV.B.1-12 of the Plan. Any addenda to the PCHS Sale Agreement entered into after the filing of the Plan, if any, shall be filed and served no later than 7 days prior to the date fixed by the Court for objections to confirmation. Notwithstanding any addenda to PCHS Sale Agreement, the PCHS Sale shall close within 12 months of Confirmation. Completion Funding To the extent the PCHS Sale does not close for any reason, the Debtor shall have a period of 60 days (the "Permitted Completion Funding Period") from the date on which the PCHS Sale Agreement is terminated by either party thereto to obtain financing in an amount that is sufficient to satisfy the Class 1 Claim and complete the Project (the "Completion Funding"). The Project will be listed with a listing agent during the Permitted Completion Funding Period. To the extent Completion Funding is obtained, and upon completion of the Project (the "Completed Project"), the Debtor will promptly either (a) obtain permanent financing, the proceeds of which (the "Permanent Financing Proceeds") will be used to pay Classes 2 through 11 in accordance with Sections IV.B.2-12 of the Plan, or (b) market and sell the Project (the "Completed Project Sale"). The Completed Project Sale shall be free and clear of liens pursuant to Bankruptcy Code section 363 and the net proceeds of the Completed Project Sale net of closing costs (the "Completed Project Proceeds") will be distributed to Holders of Claims in Classes 2-12 in accordance with Sections IV.B.2-12 of the Plan. Alternative Sale To the extent the PCHS Sale does not close for any reason, the Debtor shall immediately list the Project with a listing agent and the Project shall be marketed during the Permitted Completion Funding Period until and unless a Completion Funding transaction closes. In the event the Debtor does not obtain Completion Funding within the Permitted Completion Funding Period, the Debtor shall sell the Project within six months of Confirmation (the "Alternative Sale") which date may be extended for an additional 90 days if there is a signed purchase and sale agreement. The Alternative Sale shall be free and clear of liens, claims and encumbrances pursuant to Bankruptcy Code section 363. The proceeds of the Alternative Sale, net of closing costs (the "Alternative Sale Proceeds") shall be distributed to Holders of Claims in Classes 1-12 in accordance with Sections IV.B.1-12 of the Plan. If the Alternative Sale does not occur within the six month or within 90 days after the six months if there is a signed purchase, then BRMK shall have relief from the automatic stay to pursue its state court remedies. Attorney for the Debtor: Michael M. Feinberg, Esq. KARRTUTTLECAMPBELL 701 Fifth Avenue, Suite 3300 Seattle, WA 98104 Tel: (206) 223 1313 Fax: (206) 682 7100 E-mail: mfeinberg@karrtuttle.com A copy of the Fifth Amended Plan of Liquidation and/or Reorganization dated August 16, 2023, is available at https://tinyurl.ph/BoddK from PacerMonitor.com. About R&G Development Group The Debtor owns land and partially constructed apartment building located at 2090 Wheaton Way, Bremerton, WA valued at $5.3 million. R&G Development Group, LLC in Bremerton, WA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 23-10817) on May 4, 2023, listing $5,430,876 in assets and $4,784,404 in liabilities. Willie Gilbert as managing member, signed the petition. Karr Tuttle Campbell P.S. serves as the Debtor's legal counsel. R7 LEASE: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized R7 Lease Purchase, Inc. to use cash collateral on an interim basis in accordance with its agreement with Manufacturers and Traders Trust Company. The Debtor requires the use of cash collateral to continue its operations. Prior to the Petition Date, Lender extended to the Debtor: (i) a $50,000 business access line of credit loan, as evidenced by, among other things, a Business Access Line of Credit Note, dated June 11, 2019, executed and delivered by the Debtor to the order of Lender; and (ii) a $554,000 commercial U.S. Small Business Administration Loan, as evidenced by, among other things, a U.S. Small Business Administration Note, dated June 11, 2019, executed by the Debtor to the order of the Lender. The indebtedness and obligations owed by the Debtor under the Loans and the Notes are secured by first-priority duly perfected liens and security interests in, to and against all business assets of the Debtor pursuant to and as more particularly described in a General Security Agreement, dated June 11, 2019, executed by the Debtor and delivered to the Lender and a UCC financing statement properly recorded among the records of State Department of Assessment and Taxation. The Lender is (a) the current owner and holder of the Loans and the Loan Documents; (b) the owner and holder of all liens and security interests against the Prepetition Collateral securing the Loan; (c) entitled to collect all indebtedness owed under the Loans and the Loan Documents from the Debtor; and (d) entitled to exercise and enforce all available rights and remedies under the Loan Documents and applicable law with respect to the Debtor and the Prepetition Collateral. As of the January 6, 2023, the total balance due and owing by the Debtor under the Loan Documents was $537,848. In addition, there may be due and owing, to the extent permitted by 11 U.S.C. Section 506(b), from the Debtor, all interest and late charges which accrue after the Petition Date plus all expenses and fees. The Lender consented to the Debtor's use of cash collateral in accordance with the budget, with a 10% variance. The authorization granted to the Debtor will terminate upon the earlier of: (a) September 30, 2023, at 4 p.m.; (b) the entry by the Court of an order denying the Debtor's authorization to use cash collateral; or (c) at the Lender's option, upon the occurrence of an Event of Default after notice and the expiration of the cure period as set forth therein. The Debtor is directed to maintain fire, liability, casualty and other hazard insurance with respect to all of the Assets to the extent insurable, in amounts and under such insurance policies as are acceptable to the Lender. As adequate protection, the Lender is granted valid, choate, perfected, enforceable and non-avoidable first-priority security interests and liens in, to and against all post-petition property and assets of the Debtor. In addition to the liens and security interests granted to the Lender in the Order, but only to the extent that the adequate protections granted are insufficient to provide adequate protection for the Lender's interests in the cash collateral after the Petition Date, the Lender is entitled to seek, pursuant to the provisions of 11 U.S.C. Section 507(b), over all administrative and priority expenses incurred in the Chapter 11 case. As further adequate protection, the Debtor will tender to the Lender, in immediately available funds, monthly payments each in the amount of $1,500. These events constitute an "Event of Default": (i) Upon a default under the terms of the Order, or if the Debtor fails to comply with any term or condition set forth therein; (ii) The Debtor fails to timely deliver the Adequate Protection Payments; (iii) If the Debtor's uses cash collateral for a purpose not expressly authorized by the Order; (iv) If a tax creditor or any other creditor seeks relief from the automatic stay with respect to all or part of the Lender Collateral; (v) If the Order is modified, stayed, or amended without the Lender's consent; (vi) If a claim or action is instituted, the purpose of which is to seek or obtain any relief invalidating, setting aside, avoiding or subordinating, the Indebtedness, the Loan Documents or the Lender's liens, security interests, mortgages, rights of setoff, or claims in the Lender Collateral; (vii) If the Debtor discontinues its business or is ordered to discontinue its business; (viii) If the Debtor's Chapter 11 case is converted or dismissed; (ix) If the Debtor files a motion seeking to convert or dismiss the Debtor's Chapter 11 case; or (x) If the Debtor institutes an action seeking the granting or imposition, under 11 U.S.C. Section 364 or otherwise, liens, security interests, or mortgages on any of the Lender Collateral equal or superior to the Lender's interest in that property. A further hearing on the matter is set for September 13, 2023 at 12:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=qNZqpb from PacerMonitor.com. About R7 Lease Purchase R7 Lease Purchase, Inc., is a corporation in the business of making short term leases of personal property to individuals and companies in Southeastern Pennsylvania. R7 Lease Purchase sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-13287) on Dec. 7, 2022, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Ashely M. Chan oversees the case. Ellen M. McDowell, Esq., at Mcdowell Law, PC and Whitsell and Company, P.C. are the Debtor's legal counsel and accountant, respectively. RA CUSTOM DESIGN: Case Summary & 15 Unsecured Creditors ------------------------------------------------------- Debtor: RA Custom Design, Inc 2451 Cumberland Parkway, #3946 Atlanta, GA 30339 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-58494 Judge: Hon. Sage M. Sigler Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 699 Piedmont Avenue NE Atlanta, GA 30308 Tel: 404-564-9300 Email: info@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Raymond Curry as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EJV772I/RA_Custom_Design_Inc__ganbke-23-58494__0001.0.pdf?mcid=tGE4TAMA RAPID METALS: Deadline to File Plan and Disclosures on Nov. 9 ------------------------------------------------------------- Judge Maria L. Oxholm has entered an order establishing deadlines and procedures in the Chapter 11 case of debtor Rapid Metals, LLC: a. For creditors who are required by law to file claims, the deadline is Nov. 15, 2023, except that for governmental units the deadline to file claims Feb. 13, 2024. b. The deadline for the debtor to file motions is Sept. 11, 2023. This is also the deadline to file all unfiled overdue tax returns. The case will not be delayed due to unfiled tax returns. c. The deadline for parties to request the debtor to include any information in the Disclosure Statement is Oct. 10, 2023. d. The deadline for the debtor to file a Combined Plan and Disclosure Statement is November 9, 2023. e. The deadline to return ballots on the Plan, as well as to file objections to final approval of the Disclosure Statement and objections to confirmation of the plan, is December 14, 2023. The completed ballot form must be returned by mail to the debtor's attorney: Charles D. Bullock, Stevenson & Bullock, P.L.C., 26100 American Drive, Suite 500, Southfield, MI 48034. f. The hearing on objections to final approval of the Disclosure Statement and confirmation of the Plan will be held on December 21, 2023, at 11:00 a.m., in Room 1875, 211 W. Fort Street, Detroit, Michigan. g. The deadline for all professionals to file final fee applications is 30 days after the confirmation order is entered. h. The deadline to file objections to this order is September 7, 2023. i. The deadline to file a motion to extend the deadline to file a Plan is October 10, 2023. j. The deadline to file a motion to extend the time to file a motion to assume or reject a lease under 11 U.S.C. s 365(d) is October 20, 2023. Counsel for the debtor shall consult with the courtroom deputy to assure that such a motion is set for hearing before November 9, 2023. k. These dates and deadlines are subject to change upon notice if the debtor files a Plan before the deadline on November 9, 2023. About Rapid Metals Rapid Metals, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-46098) on July 12, 2023, with $10 million to $50 million in both assets and liabilities. Judge Maria L. Oxholm oversees the case. Charles D. Bullock, Esq., at Stevenson & Bullock, P.L.C. is the Debtor's legal counsel. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent the Debtor's unsecured creditors. The committee tapped Bernstein-Burkley, PC, as bankruptcy counsel and Schafer and Weiner, PLLC, as local counsel. RECESS HOLDCO: Fitch Alters Outlook on BB- LongTerm IDR to Negative ------------------------------------------------------------------- Fitch Ratings has affirmed Recess HoldCo LLC and First Student BidCo, Inc.'s (Collectively First Student) Long-Term Issuer Default Ratings (IDRs) at 'BB-'. Fitch has also affirmed First Student's senior secured debt, consisting of the term loan B, senior secured notes, revolving facility and term loan C, at 'BB+'/'RR2'. The Rating Outlook has been revised to Negative from Stable. Fitch has withdrawn First Transit Parent Inc's LT IDR and issue ratings, due to lack of sufficient information to continue to rate First Transit Parent Inc. under its new ownership. The issue level ratings were previously replicated from First Student due to First Transit Parent Inc's status as a co-borrower. KEY RATING DRIVERS Negative Rating Outlook: The Negative Outlook reflects the weakening in credit metrics and cash flow resulting from high cost inflation and a pandemic-driven loss in routes. In FY2024, Fitch forecasts EBITDAR leverage of 5.4x and EBITDA interest coverage in the mid-2x, levels that are weak for the 'BB-' rating. First Student is in the process of renewing contracts with price increases, hiring drivers and recovering routes, which has the potential to moderate the impact of cost inflation and improve credit metrics, however; execution risks are a key concern. Persistent operating challenges in balancing pricing and costs that inhibit deleveraging and weaken First Student's cash flow profile would likely lead to a one-notch downgrade while execution of its price and operational strategy that supports a sustained improvement in credit metrics could stabilize the Outlook. Forecast Improving Leverage to Sub-5.0x: Fitch expects EBITDAR leverage to be elevated at around 5.4x and 5.0x in FY24 and FY25, respectively, which is above similarly rated transportation peers and Fitch's rating thresholds for First Students' current 'BB-' rating. The expectation assumes a good degree of operating execution, supporting improved profitability, over the next two years and that capital deployment, namely M&A, occurs in a credit-neutral manner. Fitch forecasts favorable execution of management's price and operational strategy could lead to a sub-5x leverage in FY26 and beyond. Execution Risks in Pricing/Cost Structure: First Student is in the process of repricing many of its contracted routes to offset the impact of cost inflation, namely in labor costs. Fitch expects the cost recovery timeline to span the next three years, about one-third of contracts are renewed each year, and that execution on contract negotiations with school districts and managing its cost structure will be needed to recover profitability. Persistent driver shortages, which have led to only a 90% recovery in routes since the pandemic, and labor union agreements are also in focus in the near term. Fitch views the potentially disruptive nature of changing school bus contractors, as well as First Student's relatively modern fleet compared with peers, as incentive for school districts to accept higher, cost-driven pricing. Adequate Financial Flexibility: Fitch expects EBITDA interest coverage to be somewhat weak for the rating category at about 2.4x in FY2024, though this level could improve to the high-2.0x range over the following two years. Interest rate swaps add visibility to interest costs over the next few years. FCF generation is expected to be negative again in FY2024, though this includes growth-related incremental capex. Fitch forecasts positive FCF generation in FY2025 of slightly above $50 million. Stable Demand and Multi-Year Contracts: First Student's demand profile benefits from the essential nature of student transportation services and multi-year contracts with high renewal rates. Contracts are typically structured on a per route, per hour, or per mile basis and often include price escalators and fuel purchasing provisions to account for cost inflation and fuel exposure. Customer relationships have generally been stable, with customer retention around 95% and 10+ year average tenure for around 85% of customers. Leading Market Position: First Student is the largest provider of outsourced student transportation in North America and is estimated to be nearly twice the size of the next largest competitor; however, it competes on a local basis, typically against smaller operators or school or municipality-provided transportation services. Its large scale affords some market benefits such as an ability to move drivers to short-staffed locations, which maintains good customer relations, and economies of scale in purchasing equipment. First Transit Divestiture Credit Neutral: Fitch considers the sales of First Transit as relatively credit neutral. The company used proceeds sales to pay down slightly over $300 million of term loans and senior bonds, which offset a roughly 12% reduction in EBITDA. While the transaction reduces First Student's diversification, the remaining school bus business is relatively more stable and profitable. It also allows for increased operational focus in the First Student business. DERIVATION SUMMARY Fitch compares First Student with other transportation issuers such as Stericycle (BB/Stable) and STG Logistics (B+/Stable). Similar to First Student, Stericycle's business profile strengths include its contracted service and steady demand profile. STG has a relatively high exposure to cyclical freight and intermodal end markets. Fitch expects Stericycle's EBITDAR leverage to improve to the low-3.0x compared with First Student's in the low-to-mid 5.0x over the next two years. Fitch expects STG's EBITDAR leverage to rise to the low-5.0x in FY2023 from 4.2x in FY2022 reflecting weaker market conditions. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer - Fitch forecasts revenues to increase 9% in FY24 driven by solid pricing, new business wins and some route recovery. Revenue growth is projected to be in the mid-to-high single digits over the FY2025-2026 timeframe, supported by continued price increases, although at a more moderate pace, gradual improvement in route recovery and modest incremental M&A; - Fitch expects EBITDA margin to trend toward 15% in FY25, with pricing partly moderated by wage increases and general cost inflation. Fitch also expects costs related to labor shortages to gradually phase out as the labor market loosens; - Capex at 10% of revenues in FY24 to support new business wins before moderating to roughly 7% thereafter; - Tuck-in size M&A continues, but in a credit neutral manner. Fitch does not expect voluntary debt repayment. RATING SENSITIVITIES Factors that could, individually or collectively, lead to Stabilization of the Outlook - The Rating Outlook could be stabilized if First Student executes on price and operational improvements that support EBITDAR leverage sustainably below 5x and EBITDA interest coverage durably above 2.5x Factors that could, individually or collectively, lead to positive rating action/upgrade: - Commitment to deleveraging with EBITDAR leverage sustained below 4.0x; - EBITDA margins persisted above 18%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDAR leverage sustained above 5.0x; - EBITDA interest coverage below 2.5x; - EBITDA margin consistently below 10% or expectations of sustained neutral to negative FCF generation. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of March 2023, total liquidity was $692 million, consisting of $222 million of cash and $470 revolver availability. Fitch does not count the restricted cash balance in its liquidity calculation. The term loan amortizes at 1% per year and matures in 2028, and the next maturity is the senior secured notes in 2029. ISSUER PROFILE First Student is the largest national provider of essential K-12 student transport services in North America, operating roughly 42,000 school buses. Criteria Variation Variation from Criteria: Fitch looks to its Corporate Rating Criteria dated Oct. 28, 2022, which outlines and defines a variety of quantitative measures used to assess credit risk. As per criteria, Fitch's definition of total debt is all encompassing. However, Fitch's criteria is designed to be used in conjunction with experienced analytical judgment, and, as such, adjustments may be made to the application of the criteria that more accurately reflects the risks of a specific transaction or entity. Fitch does not consider the term loan C as debt for analytical purposes, which is a variation from the Corporate Rating Criteria's definition of total debt. Proceeds from the term loan C are used only to cash collateralize LCs supporting the company's self-insurance program. These proceeds sit in a restricted account that is reported as restricted cash. If the company was required to contribute additional collateral and/or if an LC were to be drawn, Fitch would add a corresponding portion back to total debt. 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 ----------- ------ -------- ----- First Student Bidco Inc. LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR2 BB+ Recess HoldCo LLC LT IDR BB- Affirmed BB- First Transit Parent Inc. LT IDR WD Withdrawn BB- senior secured LT WD Withdrawn BB+ REPLICEL LIFE: Chief Financial Officer Simon Ma Dies ---------------------------------------------------- RepliCel Life Sciences Inc. announced the transition of a new chief financial officer. RepliCel announced the passing of Simon Ma, its long tenured chief financial officer. "Simon Ma has been a valuable member of the team for many years, Simon's deep commitment to the Company was always evident. We spent many late nights engaged on projects together. Simon's commitment was unwavering, and he left an enduring impact on our team and his legacy of integrity and leadership will continue to inspire us," President & CEO Andrew Schutte stated. David Kwok steps into the chief financial officer role. "David Kwok's experience and expertise position him well to assume the role of Chief Financial Officer, David's experience with public companies for over 15 years will prove invaluable," Andrew Schutte stated. David Kwok has been a Certified Professional Accountant for over 15 years and is a member of the Certified Professional Accountant of British Columbia since January 2008. In connection with the appointment of David Kwok, the Company has granted 150,000 stock options to Mr. Kwok for the purchase of up to 150,000 common shares of the Company pursuant to its 10% Rolling Stock Option Plan. Each Option is exercisable until Aug. 16, 2027 at a price of $0.15 per common share and vest upon the date of grant. In light of Simon Ma's sudden passing, RepliCel will apply for a Management Cease Trade Order (MCTO) as the Company completes a transition process and endeavours to file its second quarter financials in a timely manner. About Replicel RepliCel Life Sciences Inc. is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits. The diseases currently being addressed are chronic tendinosis, skin aging, and androgenetic alopecia (pattern baldness). Vancouver, Canada-based Mao & Ying LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 1, 2023, citing that the Company has accumulated losses of $42,974,870 since its inception and incurred a loss of $743,288 during the year ended Dec. 31, 2022. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. REPLICEL LIFE: Schedules Annual Meeting for Sept. 22 ---------------------------------------------------- Replicel Life Sciences Inc. notified its shareholders that the annual general and special meeting of shareholders of the Company will be held at the offices of Clark Wilson LLP, Suite 900, 885 West Georgia Street, Vancouver, BC V6C 3H1 and via ZOOM, on Friday, Sept. 22, 2023, at 2:00 p.m. (Vancouver time) for the following purposes: 1. to receive the audited financial statements of the Company for the financial period ended Dec. 31, 2022, and accompanying report of the auditors; 2. to appoint Mao & Ying LLP as the auditors of the Company for the financial year ending Dec. 31, 2023 and to authorize the directors of the Company to fix the remuneration to be paid to the auditors for the financial year ending Dec. 31, 2023; 3. to set the number of directors of the Company for the ensuing year at six; 4. to elect, individually, Andrew Schutte, R. Lee Buckler, David Hall, Peter Lewis, Gary Boddington and Jamie Mackay as the directors of the Company; 5. to consider and, if thought fit, to approve the Company's Equity Incentive Plan, including approval of a 10% rolling plan for stock options and a fixed plan of 5,436,230 common shares for performance-based awards of restricted share units, performance share units and deferred share units, all as described in the accompanying management information circular; 6. to consider and, if thought fit, to approve, an ordinary resolution of the disinterested shareholders of the Company authorizing and approving the extension of expiry date of an aggregate of 860,000 stock options granted to directors and officers on July 30, 2018 from July 30, 2023 to July 30, 2025; 7. to consider and, if thought fit, to re-approve the Shareholder Rights Plan dated as of Dec. 8, 2020, as described in the Information Circular; and 8. to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof. About Replicel RepliCel Life Sciences Inc. is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits. The diseases currently being addressed are chronic tendinosis, skin aging, and androgenetic alopecia (pattern baldness). Vancouver, Canada-based Mao & Ying LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 1, 2023, citing that the Company has accumulated losses of $42,974,870 since its inception and incurred a loss of $743,288 during the year ended Dec. 31, 2022. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. RITE AID: Preparing Chapter 11 Filing to Restructure Debt --------------------------------------------------------- Amelia Pollard, Reshmi Basu and Rachel Butt of Bloomberg News report that Rite Aid Corp. is preparing a Chapter 11 bankruptcy filing to restructure debts including opioid liabilities, according to people with knowledge of the matter. Advisers to the Philadelphia, Pennsylvania-based pharmacy chain have entered confidential discussions to hash out a plan ahead of the filing, said the people, who asked not to be named because discussions are private. The company is still finalizing its plans, which could change, the people added. Rite Aid is one of the largest pharmacy chains in the US, with more than 2,200 locations. About Rite Aid Rite Aid Corporation operates a retail drugstore chain in various states and the District of Columbia. The Company sells prescription drugs, as well as other products such as health and beauty aids, nonprescription medications, and cosmetics. ROBS BAR: Court OKs Interim Cash Collateral Access -------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Robs Bar & Grill, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, a search in the Texas Secretary of State shows that allegedly secured positions are held by Alternative Funding Group Corp (UCC Filing 22-0044318498) and DMKA LLC dba The Smarter Merchant (UCC Filing 23-0020788515). The court ruled that as adequate protection for use of cash collateral, the Debtor will pay DMKA dba The Smarter Merchant $500 per month effective beginning September 2023. The Adequate Protection Payment is to be made on or before the last day of each month. The Adequate Protection Payments will continue each month until confirmation of the plan. The Debtor will maintain cash on-hand, deposits, and inventory that will not total less than $10,000 in value. A copy of the order is available at https://urlcurt.com/u?l=a3e62M from PacerMonitor.com. About Robs Bar & Grill, LLC Robs Bar & Grill, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32814) on July 28, 2023. In the petition signed by Robert Curry, owner, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Jeffrey P. Norman oversees the case. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. RODGERS COMPANIES: Unsecureds to Get Share of Income for 60 Months ------------------------------------------------------------------ Rodgers Companies, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization dated August 28, 2023. The principal officer of the Debtor is Tim Rodgers who has been in the construction industry for over 25 years. The company purchased some lots in Ennis, TX from the developer and built and sold 4 homes in the subdivision. The Debtor owns four pieces of real property located at 1756 FM 66, Waxahachie, Texas; 2920 FM 1446, Waxahachie, Texas, 703 Chester, Ennis Texas and 707 Chester, Ennis, Texas (collectively "Properties"). At the time of filing, the Debtor believed it could sell the four properties for an amount sufficient to pay and the creditors. However, during the bankruptcy, the market has changed. With increasing interest rates the ability to sell the properties quickly has disappeared. The Debtor has determined the best course of action at this time is to rent the properties to provide a payment to the creditor, while still seeking a sale in the event the market returns to a more favorable climate for sellers. Class 6 consists of Allowed Unsecured Creditors. All unsecured creditors shall share pro rata in the unsecured creditors pool. The Debtor shall make monthly payments commencing 30 days after the effective date of $250 into the unsecured creditors' pool. The amount represents the Debtor's disposable income. The Debtor shall make distributions to the Class 6 creditors every 90 days commencing 90 days after the first payment into the unsecured creditors pool. The Debtor shall make 60 payments into the unsecured creditors pool. The Class 6 creditors are impaired under this Plan. The current owner will receive no payments under the Plan, however, she will be allowed to retain her ownership in the Debtor. The Debtor anticipates the rental and possible sale of the Properties to fund the Plan. A full-text copy of the Plan of Reorganization dated August 28, 2023 is available at https://urlcurt.com/u?l=FFdYHi from PacerMonitor.com at no charge. Proposed Attorney for Debtor: 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 Rodgers Companies Rodgers Companies, LLC, a company in Ennis, Texas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31124) on June 2, 2023, with $1,600,000 in assets and $1,551,079 in liabilities. Tim Rodgers, authorized representative of the Debtor, signed the petition. Eric A. Liepins, Esq., at Eric A. Liepins, PC represents the Debtor as counsel. ROLL: BICYCLE COMPANY: Case Summary & Four Unsecured Creditors -------------------------------------------------------------- Debtor: roll: Bicycle Company, LLC 886 Freeway Drive North Columbus OH 43229 Case No.: 23-53016 Business Description: The Debtor manufactures and sells bicycles. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court Southern District of Ohio Judge: Hon. John E. Hoffman Jr. Debtor's Counsel: James A. Coutinho, Esq. ALLEN STOVALL NEUMANN & ASHTON LLP 10 West Broad Street, Suite 2400 Columbus OH 43215 Tel: (614) 221-8500 Email: coutinho@asnalaw.com Total Assets as of July 31, 2023: $1,696,194 Total Liabilities as of July 31, 2023: $2,104,736 The petition was signed by Stuart Hunter as manager/CEO. 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/CN6FCRI/roll_Bicycle_Company_LLC__ohsbke-23-53016__0001.0.pdf?mcid=tGE4TAMA ROLL: DEVELOPMENT COMPANY: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------------- Debtor: roll: Development Company, LLC 1510 W Lane Ave Columbus OH 43221 Business Description: The Debtor is a bicycle retailer in Ohio. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-53017 Judge: Hon. John E. Hoffman Jr. Debtor's Counsel: James Coutinho, Esq. ALLEN STOVALL NEUMANN & ASHTON LLP 10 West Broad Street, Suite 2400 Columbus OH 43215 Tel: (614) 221-8500 Email: coutinho@asnalaw.com Total Assets as of July 31, 2023: $1,084,903 Total Liabilities as of July 31, 2023: $1,284,064 The petition was signed by Stuart Hunter as manager/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DHDL4FQ/roll_Development_Company_LLC__ohsbke-23-53017__0001.0.pdf?mcid=tGE4TAMA RUBYGOLD MAIN: Gerard Luckman Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP, as Subchapter V trustee for Rubygold Main Holdings, LLC. Mr. Luckman will be paid an hourly fee of $650 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About Rubygold Main Rubygold Main Holdings, LLC filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-73046) on Aug. 17, 2023, with $1 million to $10 million in assets and $100,001 to $500,000 in liabilities. The petition was filed pro se. Judge Alan S. Trust oversees the case. SAN BENITO HEALTH: Hospital Obtains $10M Lifeline from California ----------------------------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that a bankrupt California hospital will receive a $10 million loan from a new state program to aid troubled providers. The loan would throw a lifeline to the San Benito Health Care District, which operates Hazel Hawkins Memorial Hospital in Hollister. San Benito filed for a rare Chapter 9 bankruptcy in May as it faced waning cash and unfunded pension obligations. Hazel Hawkins is one of 17 facilities to receive a loan through the program, a state press release outlined on Thursday. The community hospitals will be award a combined total of close to $300 million of assistance. About Hazel Hawkins Memorial Hospital Hazel Hawkins Memorial Hospital -- http://www.hazelhawkins.com/-- is a full-service, public agency hospital delivering modern medicine and compassionate care to the growing San Benito County community. HHMH offers hundreds of health services across multiple locations, including top-tier specialists, a modern Emergency Department, and a state-of-the-art Women's Center. San Benito Health Care District, which operates Hazel Hawkins Memorial Hospital in Hollister, California, filed a Chapter 9 petition (Bankr. N.D. Cal. Case No. 23-50544) on May 23, 2023. The Debtor's counsel: Michael A. Sweet Fox Rothschild LLP 415-364-5540 msweet@foxrothschild.com SC SJ HOLDINGS: Given Until Sept. 6 to Pay $3.8M Fees to Pillsbury ------------------------------------------------------------------ Hilary Russ of Law360 reports that hotel owner SC SJ Holdings LLC was given two weeks to pay $3.8 million in legal fees to its former Chapter 11 bankruptcy counsel, while escaping a contempt of court finding on Wednesday in Delaware. In an Aug. 16 letter to Court, the Reorganized Debtors explained why they have not yet paid Pillsbury Winthrop Shaw Pittman LLP the $3,804,847 due per the Court's July 11, 2023 Fee Order. The Reorganized Debtors did not simply ignore the Fee Order or Pillsbury's demand letter. Rather, the reason the fees have not been fully paid is that the Reorganized Debtors did not understand that there was deadline when payment was required to be made. "The Debtors shall pay in full the $3,804,846.61 in unpaid fees and expenses allowed to Pillsbury pursuant to the Fee Order by 12:00 Noon (Prevailing Eastern Time) on Sept. 6, 2023," according to an Aug. 25, 2023 order by Judge Dorsey. About SC SJ Holdings and FMT SJ San Ramon, California-based Eagle Canyon Management's SC SJ Holdings LLC owns The Fairmont San Jose, an 805-room luxury hotel located at 170 South Market St., San Jose, Calif. The hotel is near many of the largest Fortune 1000 corporations and is a popular location for conferences and conventions, particularly in the technology industry. On March 5, 2021, SC SJ Holdings' affiliate, FMT SJ LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10521). On March 10, 2021, SC SJ Holdings sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10549). The cases are jointly administered under Case No. 21-10549. At the time of the filing, SC SJ Holdings disclosed assets of between $100 million and $500 million and liabilities of the same range. FMT SJ estimated assets of between $500,000 and $1 million and liabilities of between $100 million and $500 million. Judge John T. Dorsey is assigned to the case. The Debtors tapped Pillsbury Winthrop Shaw Pittman, LLP, as their bankruptcy counsel, Cole Schotz P.C. as local counsel, and Verity LLC as financial advisor. Stretto is the claims agent and administrative advisor. SCRANTON-LACKAWANNA HEALTH: S&P Cuts Parking Bond Rating to 'CCC-' ------------------------------------------------------------------ S&P Global Ratings lowered its long-term rating on the Scranton-Lackawanna Health & Welfare Authority (Scranton Parking System Concession Project), Pa.'s series 2016A and 2016B senior parking revenue current interest bonds, and series 2016C senior parking capital appreciation bonds to 'CCC-' from 'CCC+', and placed the rating on CreditWatch with negative implications. "The downgrade reflects our view that the parking system is at heightened risk of default for senior-lien debt service due Jan. 1, 2024, absent unforeseen positive developments, due to scarce available liquidity coupled with depleted debt service reserve fund balances and sustained weakened demand eroding net revenues," said S&P Global Ratings credit analyst Scott Shad. The CreditWatch placement reflects a one-in-two chance that S&P could further lower the rating one or multiple notches within the next 90 days, during which time it expects to receive more information on the parking system's financial performance and ability, or lack thereof, to meet near term debt service due Jan. 1, 2024. SECURED COMMUNICATIONS: Court OKs $550,000 DIP Loan --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Secured Communications, Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor obtained post-petition financing, consisting of senior secured superpriority, multi-draw term loans in the aggregate maximum interim amount of $100,000 and the aggregate maximum final amount of $550,000, from Norman Willox, John P. Benson, and Peter Ernaut. The Debtor will use the money to: (i) pay certain costs, fees and expenses related to the Chapter 11 Case as provided for in the DIP Orders; (ii) subject to the entry of a Final Order, roll up and convert up to $348,924 of the Prepetition Secured Loan Obligations into DIP Loans; and (iii) provide working capital and for other general corporate purposes. As of the Petition Date, the Debtor was indebted to the Prepetition Lenders as follows: (a) The Debtor was indebted to Mr. Willox under a multi-draw Secured Promissory Note, dated as of May 16, 2023, with a maximum original principal amount of up to $150,000, executed by the Debtor in favor of Mr. Willox, as amended by a First Amendment to Secured Promissory Note dated as of July 5, 2023; (b) The Debtor was indebted to Mr. Benson under a multi-draw Secured Promissory Note, dated as of May 16, 2023, with a maximum original principal amount of up to $150,000, executed by the Debtor in favor of Mr. Benson, as amended by a First Amendment to Secured Promissory Note dated as of July 5, 2023; and (c) The Debtor was indebted to Mr. Ernaut under a multi-draw Secured Promissory Note dated as of July 5, 2023, with a maximum original principal amount of up to $50,000, executed by the Debtor in favor of Mr. Ernaut. Subject to entry of the Final Order, all of the outstanding Prepetition Secured Loans will be converted into DIP Obligations; provided that, pending entry of the Final Order, for each $1 drawn by the Debtor under the DIP Loans, $1 of the Prepetition Secured Loans will convert or "roll up" into DIP Obligations. The Prepetition Secured Loans utilized as of the Petition Date and the amount in the Budget amount under the DIP Loans will be used for operating expenses. As adequate protection for the use of cash collateral, the Prepetition Lenders are granted a valid, binding, continuing, enforceable, fully perfected replacement (and if applicable, new) security interest in and lien on the DIP Collateral. The Prepetition Lenders are also granted allowed administrative expense claim against the Debtor on a joint and several basis with priority over all other administrative claims in the Chapter 11 Case (subject only to the Carve Out). The Adequate Protection Claims are junior to the DIP Superpriority Claims. The events that constitute an "Event of Default" include: (i) The Debtor's failure to comply with any material provision of the Interim Order (except where the failure would not materially and adversely affect the DIP Lenders); (ii) Any order authorizing the Borrower to obtain the DIP Loan, whether on an interim or final basis, is reversed, vacated, stayed, amended, supplemented, or otherwise modified in a manner which materially and adversely affects the rights of the DIP Lenders; (iii) Failure of any representation or warranty of the Borrower contained in any DIP Loan Document to be true and correct in all material respects when made; (iv) Failure to comply with the Budget; and (v) The DIP Lenders will cease to have a valid and perfected first-priority security interest in and lien on any DIP Collateral (other than upon a release by reason of a transaction that is permitted by the DIP Lenders). The Carve-Out means: (i) Statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6); (ii) Fees payable to the Clerk of the Court; (iii) Subject to the terms and conditions of the Interim DIP Order and the Budget, the unpaid outstanding reasonable fees and expenses actually incurred on or after the Petition Date, provided for in the Budget and approved and allowed by an order of the Bankruptcy Court pursuant to Bankruptcy Code sections 326, 328, 330 or 331 by attorneys, accountants and other professionals retained by the Debtor and the subchapter 5 trustee under 11 U.S.C. sections 327 or 1103(a), regardless of when such Bankruptcy approval is given; and (iv) the fees and expenses payable to the subchapter V trustee. A final hearing on the matter is set for September 19 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=2i1W8j from PacerMonitor.com. About Secured Communications, Inc. Secured Communications, Inc. is a global technology company specializing in safeguarding communications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11043) on August 1, 2023. In the petition signed by Damien Fortune, chief financial officer and chief operating officer, the Debtor disclosed $819,354 in assets and $2,794,128 in liabilities. Judge Thomas M. Horan oversees the case. William E. Chipman, Jr., Esq., at CHIPMAN BROWN CICERO & COLE, LLP, represents the Debtor as legal counsel. SEG HOLDING: Moody's Puts 'Ba3' CFR on Review Direction Uncertain ----------------------------------------------------------------- Moody's Investors Service placed SEG Holding, LLC's (parent of BI-LO, LLC; "SEG Holding") ratings on review direction uncertain following the announcement that Southeastern Grocers Inc., parent company of SEG Holding, LLC, would be acquired by ALDI and Fresco Retail Group, LLC. [1] Ratings on review direction uncertain include the company's Ba3 corporate family rating, Ba3-PD probability of default rating, and the B1 senior secured global notes rating. Moody's also placed the Ba1 rating of BI-LO, LLC's ("BI-LO") senior secured asset based lending revolving credit facility ("ABL") on review direction uncertain. Previously, the outlook was stable. The review direction uncertain reflects governance considerations particularly the pending acquisition by ALDI and Fresco Retail Group, LLC as well as the lack of clarity regarding the acquiring companies' financial profile given that they are privately held as well as the lack of details regarding capital structure. ALDI will acquire all of Southeastern Grocers capital stock in an all cash transaction and will retain all of its grocery operations under the Winn-Dixie and Harvey's supermarket banners. Concurrently, Southeastern Grocers will divest of its Fresco y Mas operations to Fresco Retail Group, LLC. Fresco Retail Group, LLC is an investment group focused on food and grocery. The acquisition is pending regulatory approval and management expects the transaction to close in mid-2024. On Review Direction Uncertain: Issuer: SEG Holding, LLC Corporate Family Rating, Placed on Review Direction Uncertain, currently Ba3 Probability of Default Rating, Placed on Review Direction Uncertain, currently Ba3-PD Senior Secured Global Notes, Placed on Review Direction Uncertain, currently B1 Issuer: BI-LO, LLC Backed Senior Secured ABL Revolving Credit Facility, Placed on Review Direction Uncertain, currently Ba1 Outlook Actions: Issuer: SEG Holding, LLC Outlook, Changed To Rating Under Review From Stable Issuer: BI-LO, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The review will focus on the receipt of all required approvals as well as the financial strength, transaction structure, as well as the po-forma capital structure of the combined entity. An upgrade will require a well-articulated financial policy. Ratings could be upgraded if the company's liquidity remains very good, same store sales increase and operating profit improves such that EBIT/interest is sustained above 3.5 times and debt/EBITDA remains at or below 2.5 times with financial policies remaining benign. Ratings could be downgraded if liquidity deteriorates, same store sales decline for extended period and operating margin shrinks meaningfully or financial policies become aggressive. Ratings could also be downgraded if EBIT/interest is sustained below 2.5 times or debt to EBITDA is sustained above 3.5 times. The principal methodology used in these ratings was Retail published in November 2021. SEG Holding, LLC is the parent of BI-LO, LLC which operates as a food retailer in the Southeastern United States. The company currently operates supermarkets in Alabama, Florida, Georgia, Louisiana, Mississippi, under the "Winn-Dixie", "Harveys" and "Fresco y Más" supermarket banners. SEG Holding is owned by its former lenders following its emergence from bankruptcy in 2018. Revenue totaled $8.6 billion for the LTM period ending April 19, 2023. SHERMAN/GRAYSON: Court OKs $1.125MM DIP Loan from MPT ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Sherman/Grayson Hospital, LLC to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to obtain post-petition loans, advances and other financial accommodations in an amount up to $1.125 million on a final basis from MPT of Sherman-Alecto, LLC, a Delaware limited liability company. The Debtor initially sought approval in an amount up to $1 million. The Debtor thereafter sought approval in an amount up to $1.125 million in accordance with the terms of the Term Sheet entered into by and among the Debtor, the DIP Lender, the Official Committee of Unsecured Creditors, and AHS Sherman, LLC, the buyer of the Debtor's assets. As a condition to funding under the DIP Facility, the Debtor must achieve these milestones, in a manner satisfactory to the DIP Lender: a. Obtain a Final Order authorizing the DIP Loans no later than 50 days after entry of the Interim Order; b. Sale Hearing must be set no later than August 16, 2023; and c. Consummation of the sale must occur as soon as practicable after entry of the Sale Order, but no later than August 31, 2023. On October 31, 2014, the Debtor and certain of its affiliates, as obligors, granted the MPT Prepetition Lender a first priority security interest in certain assets of the Debtor constituting "Collateral". The Prepetition Collateral includes cash collateral within the meaning of 11 U.S.C. section 363(a). The Debtor is owned 100% by Alecto Healthcare Services Sherman LLC, which acquired it in October 2014. Alecto Sherman is owned 80% by Alecto Healthcare Services LLC and a 20% passive interest is held by MPT of Sherman-Alecto, LLC. In anticipation of the filing of the Chapter 11 Case, the DIP Lender extended credit to the Debtor consisting of a senior secured term loan in the aggregate principal amount of $375,000 to cover the prepetition payroll costs of the Debtor through June 17, 2023. Pursuant to a Lease Agreement, the MPT Prepetition Lender leases all of the real property and improvements used in the Debtor's operations. The MPT Prepetition Lender is currently owed approximately $960,250 for unpaid capital reserves due under the Lease Agreement. The DIP Facility will not be used to pay the unpaid capital reserve balance due under the Lease Agreement. The MPT Prepetition Lender will be deemed to have filed a timely proof of claim in the Case in an amount equal to no less than $1.3 million, inclusive of principal and all accrued and unpaid interest, exclusive of costs, expenses, and fees owed to the MPT Prepetition Lender on account of the MPT Prepetition Obligations. The Debtor requires the use of cash collateral and DIP loan to pay creditors, to fund payroll, or to conclude a sale of its assets. As adequate protection for the diminution in value of its interests in the MPT Prepetition Collateral, the MPT Prepetition Lender in respect of the MPT Prepetition Obligations, is granted valid, binding, enforceable and perfected replacement liens upon and security interests in all DIP Collateral. The Adequate Protection Replacement Liens will be junior and subordinate only to (i) the DIP Liens, (ii) the Permitted Priority Liens, (iii) the Carve-Out Expenses, and (iv) any other liens permitted to be senior to the DIP Liens by the DIP Loan Documents. To the extent that the Adequate Protection Replacement Liens are insufficient protection against the diminution in value of their interests in the MPT Prepetition Collateral on account of the Debtor's use of such MPT Prepetition Collateral, the incurrence of the DIP Obligations, the imposition of the automatic stay, and the subordination to the Carve-Out Expenses, the MPT Prepetition Lender, in respect of the MPT Prepetition Obligations, is granted, solely to the extent of any such diminution of value and pursuant to 11 U.S.C. section 507(b), an allowed superpriority administrative expense claim in the Chapter 11 Case and any Successor Case with priority over all administrative expense claims and unsecured claims against the Debtor or its Estate. The events that constitute an "Event of Default" include: a. The Debtor (A) fails to pay any payment (whether principal, interest, or otherwise) when such amount becomes due and payable under the DIP Note or (B) defaults in the due performance or observance of any other term, covenant, or agreement contained in the DIP Note (and, if such default is capable of being remedied, it has not been remedied within the cure period set forth in the DIP Note or, if no such cure period is provided, it has not been remedied to the reasonable satisfaction of the DIP Lender within five Business Days following written notice to the Debtor of the occurrence of such default); b. Any representation, warranty, or statement made by the Debtor in the DIP Note or in any certificate delivered in connection with the DIP Note proves to be untrue in any material respect on the date on which made or deemed made; and c. The security interest granted to the DIP Lender ceases to be in full force and effect, or ceases to create a perfected security interest in, and lien on, the DIP Collateral purported to be created thereby. A copy of the order is available at https://urlcurt.com/u?l=QSrRM8 from PacerMonitor.com. About Sherman/Grayson Hospital Sherman/Grayson Hospital, LLC is the operator of Wilson N. Jones Regional Medical Center, a 207-bed acute care hospital in Sherman, Texas. Sherman/Grayson Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10810) on June 23, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Judge J. Kate Stickles oversees the case. Leonard M. Shulman, Esq., at Shulman Bastian Friedman & Bui, LLP and Rosner Law Group, LLC serve as the Debtor's bankruptcy counsel and Delaware counsel, respectively. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Potter Anderson & Corroon, LLP and RK Consultants, LLC as legal counsel and financial advisor. SILVER TRIDENT: Court OKs Cash Collateral Access Thru Oct 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Silver Trident Distributions LLC d/b/a C & B Chemical, to use cash collateral on an interim basis in accordance with the budget, through October 31, 2023. The Court said the Debtor's use of cash collateral is permitted so long as the Debtor remains cash positive (positive net cash flow) for any given month in the case. Live Oak Bank, On Deck Capital, Inc., Rapid Finance, and IOU Financial assert an interest in the Debtor's cash collateral. As adequate protection, Live Oak Bank is granted a replacement lien on cash collateral pursuant to 11 U.S.C. Section 361. The Debtor will pay $4,000 per month to Live Oak Bank as additional adequate protection pursuant to 11 U.S.C. Section 361. Adequate protection payments are due on the 15th of each month beginning July 15, 2023 and continuing monthly thereafter until the effective date of any confirmed plan. A hearing on the matter is set for October 31 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=L3eTbE from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $48,653 for September 2023; $48,500 for October 2023; and $94,152 for November 2023. About Silver Trident Distributions LLC Silver Trident Distributions LLC owns a one-stop shop for all auto detailing chemicals including waxes, polishes, and sealants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32141) on June 7, 2023. In the petition signed by Virendra A. Patel, owner, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Jeffrey P. Norman oversees the case. Michael L. Hardwick, Esq., at Michael Hardwick Law, PLLC, represents the Debtor as legal counsel. SIMMONS FOODS: S&P Alters Outlook to Negative, Affirms 'B' ICR -------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all its ratings on U.S.-based poultry and pet food producer Simmons Foods Inc., including the 'B' issuer credit rating. The negative outlook reflects the potential for a lower rating if leverage remains above 6.5x due to a sustained weak poultry cycle that the company cannot offset with greater profit contributions from value-added poultry offerings and better performance in its pet food and animal nutrition segments. The outlook revision reflects Simmons' recent sharp profit deterioration and our expectation that difficult operating conditions will persist over the next several quarters. Simmons's S&P Global Ratings-adjusted EBITDA declined by more than 45% year over year in the second quarter of 2023, following a 30% decline in the first quarter. The profit deterioration has been driven primarily by extraordinarily challenging conditions in the poultry industry. In the poultry segment, the company has been facing very difficult comps to an abnormally strong year in 2022, when tight supply and healthy consumer demand supported high commodity chicken prices. But prices dropped significantly since the summer of 2022 due to an unexpected broad oversupply of proteins in the market and softer demand. Demand has been constrained by inflationary impacts on consumer spending, declining restaurant traffic, longer-than-expected price competition from beef and pork, and retailers' lack of chicken promotions; all of which has led to excess cold storage chicken inventories. These factors, combined with sustained high grain prices, have squeezed poultry segment margins. S&P previously expected Simmons' recent capital investments into value-added further processing capacity (including cooked chicken and dark meat deboning) would help moderate its earnings volatility and provide some downside protection against lower commodity prices. However, it has not yet achieved optimal capacity utilization from its new cooked chicken operations, and its dark meat deboning operations are still partly exposed to commodity markets. As a result, the company remains a net seller of commodity chicken parts vulnerable to weak chicken market pricing. To a lesser extent, softer performance from Simmons' pet food segment contributed to weaker-than-expected results. The segment experienced a modest profit decline in the second quarter, as its branded wet food customers began to adjust inventory levels in response to softer consumer demand. Partly offsetting these declines was growth of its private-label pet food portfolio. S&P said, "The animal nutrition segment also benefited from lower input costs despite softer demand, resulting in profit growth for the quarter. Nevertheless, we expect softer demand from branded pet food and animal nutrition customers will continue through the end of 2023, weighing on results for the segments. Based on the difficult conditions in poultry and muted growth in pet food and animal nutrition, we expect Simmons' profits will continue to weaken and cause further credit metric deterioration, including leverage above 7x at the end of 2023." S&P assumes improved operating performance in the poultry segment will drive significant deleveraging in 2024. S&P forecasts leverage will be restored to the mid-5x area in 2024 driven primarily by better poultry market conditions and the company's efforts to reduce its exposure to commodity markets. There is a better outlook for corn and soymeal prices (supporting lower feed costs), and potentially tightening industry supply of chicken because of weaker egg hatch rates and some industry production capacity being shut down could support higher chicken prices. Furthermore, the cattle supply remains very tight, and we expect this will eventually translate to a widening gap between retail chicken and beef prices, potentially leading value-conscious consumers to shift their spending toward chicken. Assuming the company improves its capacity utilization rates at its new cooked chicken plant, this should help reduce its exposure to commodity markets. However, results could deviate materially from our forecast if management does not execute its plans to ramp up its further processing capacity, particularly if grain prices begin to rise again while chicken prices remain pressured. Notwithstanding our forecast for negative free operating cash flow (FOCF) and weak fixed-charge coverage, we expect the company will maintain sufficient liquidity over the next couple of years. S&P said, "We forecast the company will generate significantly negative FOCF of about negative $80 million in 2023 due to the profit decline combined with elevated capital spending. We assume capital expenditures (capex) of about $120 million in 2023. The company completed its dark meat deboning expansion in early 2023 and has continued to invest in value-added chicken processing capabilities as well as incremental capacity for its pet food business. As a result, we expect capex will remain elevated in 2024 at $100 million-$120 million. As a result, we expect FOCF will turn only modestly positive in 2024 as operating performance improves. The company's asset-based lending (ABL) facility is subject to a springing fixed-charge coverage covenant, and given its weak FOCF, the ratio has recently weakened below the minimum threshold of 1.0x. However, while we expect it will remain less than 1.0x for the remainder of 2023, we do not forecast the covenant will become effective. The company had about $245 million of availability under its ABL as of July 1, 2023, and it would only have been effective if availability was less than $53 million. We expect the company to borrow an additional $50 million under its ABL but this still leaves significant cushion to the trigger. We forecast the company will also maintain ample borrowing availability in 2024, though cushion could tighten if it continues its pace of elevated capital spending and operating performance does not improve. "The negative outlook on Simmons Foods Inc. reflects our expectation for sharp profit and credit measure deterioration in fiscal 2023 due to challenging poultry market conditions and softer demand from its branded wet pet food customers. We expect a rebound in 2024 as the company's poultry margins normalize and the pet food business stabilizes. "We could lower our ratings on Simmons if it does not restore leverage below 6.5x over the next 12 months." This could occur if: -- Weak conditions in the poultry operating cycle persist, including further chicken price declines or grain prices returning to levels seen in the first half of 2023. -- The company fails to achieve benefits from its investments in further processing capacity. -- It experiences a large product recall or manufacturing disruption. -- Its pet food business weakens because of further declining demand from its branded customers that it does not offset with private label wins. S&P could revise the outlook to stable if Simmons restores and sustains leverage below 6.5x while also generating positive FOCF. This could occur if: -- Poultry margins normalize on improved market pricing and lower grain costs. -- It continues to reduce its commodity exposure by ramping up its value-added poultry processing capacity or expanding its pet and animal nutrition segments. 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 75.9 cents-on-the-dollar during the week ended Friday, September 1, 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. SOUND INPATIENT: $215MM Bank Debt Trades at 83% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 17.4 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $215 million facility is a Term loan that is scheduled to mature on June 28, 2026. The amount is fully drawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound’s principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPITFIRE ENERGY: Case Summary & 15 Unsecured Creditors ------------------------------------------------------ Debtor: Spitfire Energy Group LLC Suite 200 4727 Gaillardia Parkway Oklahoma City, OK 73142 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-20186 Judge: Hon. Robert L. Jones Debtor's Counsel: Clayton D. Ketter, Esq. PHILLIPS MURRAH P.C. 3710 Rawlins Street, Suite 900 Dallas, TX 75219 Tel: 405-235-4100 Fax: 405.235.4133 Email: cdketter@phillipsmurrah.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by David D. Le Norman as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7GA3B3Y/Spitfire_Energy_Group_LLC__txnbke-23-20186__0001.0.pdf?mcid=tGE4TAMA SPRINGFIELD MEDICAL: Case Summary & Eight Unsecured Creditors ------------------------------------------------------------- Debtor: Springfield Medical Aesthetic P.C. 118 Glen Cove Road Roslyn Heights, NY 11577 Business Description: The Debtor operates a general medical and surgical hospital. Chapter 11 Petition Date: August 31, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-73221 Judge: Hon. Robert E. Grossman Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnkpike Suite 230 Syosset, NY 11791 Tel: 516-747-1136 Email: hberger@bfslawfirm.com /gfischoff@bfslawfirm.com Total Assets: $13,448 Total Liabilities: $1,421,650 The petition was signed by Emmanuel O. Asare as president. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7OF7ZBQ/Springfield_Medical_Aesthetic__nyebke-23-73221__0001.0.pdf?mcid=tGE4TAMA STARNET LLC: Case Summary & Five Unsecured Creditors ---------------------------------------------------- Debtor: Starnet, LLC 2413 Briarwood Cove Cedar Hill, TX 75104 Business Description: Starnet is a Single Asset Real Estate debtor as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Northern District of Texas Case No.: 23-31943 Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS 12770 Coit Road Suite 850 Dallas, TX 75251 Tel: 972-991-5591 Fax: 972-991-5788 Email: eric@ealpc.com Total Assets: $1,700,000 Total Liabilities: $1,118,534 The petition was signed by Paul Faure as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ILADQJI/Starnet_LLC__txnbke-23-31943__0001.0.pdf?mcid=tGE4TAMA 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 68.3 cents-on-the-dollar during the week ended Friday, September 1, 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. SUGAR CREEK: Seeks Continued Cash Collateral Access Thru Oct 31 --------------------------------------------------------------- Sugar Greek Acquisition, LLC asks the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, for authority to continue using cash collateral from September 15, 2023 through October 31, 2023. The Debtor has previously obtained the Court's approval for the use of cash collateral on an interim and final basis. The Cash Collateral Order provides for certain adequate protection obligations to the Debtor's secured lender Midwest Regional Bank. The Adequate Protection Obligations include, among other items, post-petition payments to the Secured Lenders and certain reporting requirements. The Debtors are current on all of said Adequate Protection Obligations. The Debtor requires the use of cash collateral to continue its business operations and to pay its regular daily expenses, including employees' wages, utilities, and other costs of doing business. Midwest's interest in cash collateral is and will be adequately protected through the extended period of cash collateral usage. Such adequate protection will be provided to Midwest through the continuation of the Adequate Protection Obligations and other protections granted in the Cash Collateral Order. The Debtor seeks an extension of the obligation to pay post-petition accrued interest to Midwest to on or before October 31, 2023. A hearing on the matter is set for September 11, 2023 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=g3GyGp from PacerMonitor.com. About Sugar Creek Acquisition Sugar Creek Acquisition LLC is a regional craft brewery located in St. Louis, Missouri. Sugar Creek Acquisition sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Miss. Case No. 23-42041) on June 12, 2023. In the petition filed by James Gorczyca, as manager, the Debtor reported $4.183 million in assets against $10.96 million in liabilities as of April 30, 2023. Judge Kathy A. Surratt-States oversees the case. Stephen D. Coffin has been appointed as Subchapter V trustee. Spencer P. Desai, Esq. at the Desai Law Firm, LLC represents the Debtor as legal counsel. TARNOW INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Three additional affiliates of An Global LLC (Bank. D. Del. Case No. 23-11294) that filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Tarnow Investment, S.L. 23-11376 Camino Fuente de la mora 9 28050 Maldrid, Spain AgileThought Argentina S.A. 23-11377 Guemes 676, Pdo. de Vicente Lopez Pcia. de Buenos Aires Buenos Aires, Argentina AGS Alpama Global Services Mexico, S.A. de C.V. 23-11378 Av. Sierra Vista 1305, piso 4, int 8 Colonia Lomas del Tecnologico, CO 78215 San Luis Potosi Mexico Business Description: The Debtors are global providers of agile- first, end-to-end digital transformation services in the North American market using on-shore and near-shore delivery. The Company helps its clients transform by building, improving and running new solutions at scale. The Debtors operate their business through ten "Guilds," which act as agencies within the Company. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. J. Kate Stickles Debtors' Co-General Bankruptcy Counsel: Jeremy W. Ryan, Esq. Gregory J. Flasser, Esq. Sameen Rizvi, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, 6th Floor Wilmington, Delaware 19801 Tel: (302) 984-6000 Fax: (302) 658-1192 Email: jryan@potteranderson.com gflasser@potteranderson.com srizvi@potteranderson.com - and - Kathryn A. Coleman, Esq. Christopher Gartman, Esq. Jeffrey S. Margolin, Esq. Elizabeth A. Beitler, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004-1482 Tel: (212) 837-6000 Fax: (212) 422-4726 Email: katie.coleman@hugheshubbard.com chris.gartman@hugheshubbard.com jeff.margolin@hugheshubbard.com elizabeth.beitler@hugheshubbard.com Debtors' General Mexican Restructuring Counsel: GARRIGUES MEXICO, S.C. Debtors' Financial Advisor: TENEO CAPITAL LLC Debtors' Investment Banker: GUGGENHEIM SECURITIES, LLC Debtors' Claims, Noticing & Balloting Agent: KURTZMAN CARSON CONSULTANTS LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by James S. Feltman as chief restructuring officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LX72TQY/Tarnow_Investment_SL__debke-23-11376__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/LTADNFI/AgileThought_Argentina_SA__debke-23-11377__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/3WVXK2Q/AGS_Alpama_Global_Services_Mexico__debke-23-11378__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Tax Administration Service Tax $203,333,138 (Mexico) Av. Hidalgo 77 Col. Guerrero Ciudad De Mexico, 06300 Mexico Phone: (52) 55 627 22 728 2. Monroe Capital LLC Fee $3,451,615 Jeff Cupples 311 South Wacker Drive Suite 6400 Chicago, IL 60606 Tel: 312-523-2385 Fax: 312-258-8350 Email: jcupples@monroecap.com 3. Microsoft Corporation Trade $1,808,548 Edgar I. Blanco PO Box 842103 Dallas, TX 75284 Phone: 469-775-0391 Email: edgarblanco@microsoft.com 4. Exitus Capital Sapi De Debt $1,580,000 CV Sofom ENR Jacobo Montoya Carretera Mexico- Toluca Numero 5420 Piso 8 Colonia El Yaqui Cuajimalpa De Morelos CDMX 05320 Mexico Tel: 55-41709910 Fax: 55-36490804 Email: jmontoya@exitus.com 5. Mayer Brown LLP Professional $1,524,203 Lucas Giardelli Services 230 South LaSalle St Chicago, IL 60604 Phone: 646-469-4914 Email: lgiardelli@mayerbrown.com; mgomez2@mayerbrown.com 6. Cousins Fund II Tampa III, LLC Lease $1,130,032 Jillian Tahan 3344 Peachtree Rd NE Suite 1800 Atlanta, GA 30326 Phone: 813-289-2600 Email: mdessler@cousins.com; jtahan@cousins.com 7. SAP Mexico SA De CV Trade $1,106,302 Omar Torres Av. Paseo De La Reforma 509 Piso 20 CDMX, 06500 Mexico Tel: 52 55 4588 2887 Fax: 52 (81) 8152 1701 Email: omar.tores01@sap.com; vanessa.dalmas@sap.com; eduarda.foresta@sap.com 8. Korn Ferry Professional $949,447 Max Kershner, Barbara Jordan Services N50 Suite 25000 1201 West Peachtree Atlanta, GA 55402 Phone: 404 577 7542 Email: max.kershner@kornferry.com; barbara.jordan@kornferry.com 9. Factoring Corporativo Factoring $917,592 SA De CV Sofo Agreement L Rodriquez Reforma No. 2654 Interior 1003 Reforma No. 2654 Interior 1003 Mexico City, 11950 Mexico Phone: 55 508109910 Ext 124 Email: lrodriguez@faccorp.net 10. KC Rentals S.A. De C.V. Lease $828,531 Ricardo Mendieta, Rosalba Cesareo 10 De may #47-A Tlalnepantla De Baz, 54080 Mexico Phone: 52 55 5365 Ext 421; 52 55 1525 8836 Email: rmendieta@kapali.com.mx; rcesareo@kapali.com.mx 11. AGS Group Debt $775,931 Mauricio Rioseco 907 Ranch Road 620 South, Suite 302 Lakeway, TX 78734 Email: mauricio.rioseco@rw.com.mx 12. Tennessee Department of Revenue Tax $684,561 Collection Services Division 500 Deaderick St Nashville, TN 37242 Phone: 844-729-8689 Email: revenue.collection@tn.gov; tdor.bankruptcy@tn.gov 13. Link X S.A. De C.V. Trade $680,137 Blanca Gomez, Jose Luis Chacon Jose Pages Yergo La Magdalena 104 Toluca, 50010 Mexico Phone: 52 55 7858 0472 52 55 8868 8713 Email: bigomez@linkx.mx; casegura@linkx.mx; jlchacon@linkx.mx 14. KPMG LLP Professional $566,571 Spencer Feld Services 2323 Ross Avenue Suite 1400 Dallas, TX 75201 Tel: 402-650-3441 Fax: 214-840-2297 Email: sfeld@kpmg.com; lacosta@kpmg.com 15. BDO USA, LLP Professional $490,070 TJ Nunez Services 770 Kenmoor SE Suite 300 Grand Rapids, MI 49546 Phone: 813-302-6622 Email: clewis@bdo.com; tnunez@bdo.com 16. PricewaterhouseCoopers Professional $462,368 Ivanna Nazar Services 2121 N. Pearl Street Suite 2000 Dallas, TX 75201 Phone: 31 06 41587682 Email: ivanna.nazar@pwc.com 17. Microstrategy Mexico S Trade $434,004 DE RL De CV Leticia Perez Juan Salvador Agraz 50 602 Santa Fe Cuajimalpa, 05348 Mexico Tel: 52 55 6827 8367 Fax: 52 55 4140 6112 Email: lperez@microstrategy.com 18. Anovorx Litigation $395,000 Kyle P. Truitt 1710 N Shelby Oaks Dr Suite 3 Memphis, TN 38134 Tel: 901-359-8896 Fax: 901-201-5470 Email: kyle.truitt@anovorx.com 19. Datavision Digital Trade $383,641 Norma Diaz Avenida Patriotismo 48 Miguel Hidalgo, 11800 Mexico Phone: 52(55) 5273-2903 Email: norma.diaz@datavision.com.mx 20. Banco Ve Por Mas, S.A. Trade $349,750 Javier Garcia, Sion Cherem Peseo De La Reforma 243 Piso 21 Cuauhtemoc CDMX, 06500 Mexico Phone: 52 55 7919 3828 Email: javier.garcia@simetricgi.com; sion.cherem@simetricgi.com TPT GLOBAL: Signs MOU to Acquire 60% Stake in Tekmovil ------------------------------------------------------ TPT Global Tech, Inc. announced that it has entered into a Memorandum of Understanding (MOU) proposing to acquire 60% ownership of telecommunications companies Tekmovil LLC and Tekmovil Holdings, LLC headquartered in Miami, Florida. TPT believes that this acquisition will help provide additional opportunities to launch the VuMe Super App of TPT's subsidiary VuMe, LLC across 16 countries in the Americas. Important to this proposed acquisition is the potential integration of the VuMe Super App into mobile phones distributed by Tekmovil. By harnessing TPT Global Tech's technological experience and knowledge and Tekmovil's distribution network, TPT believes users across these 16 countries can anticipate an unparalleled content experience. TPT created VuMe by reimagining messaging, broadcasting, and social media, blending elements of leading social apps with dynamic live streaming and integrated e-commerce functionalities. From social interactions to live TV broadcasting and in-app purchases, users will be empowered to navigate an all-encompassing content journey. It is envisioned that Tekmovil will embed the VuMe Super App into mobile phones distributed across Latin American countries. TPT believes that this integration helps users access a diverse range of content, creating a truly immersive and interactive digital landscape. Tekmovil, the Company believes, will gain real-time access to the VuMe backend dashboard, providing insights into performance, usage statistics, and real-time revenue generated from TV broadcast services and in-app purchases. Tekmovil generated in the last twelve months through June 30, 2023 approximately $210 million in revenues (unaudited). Highlighted proposed terms for the 60% acquisition are that two payments totaling $40 million will be made. The initial payment, amounting to up to $20 million can be made, at the election of the Tekmovil shareholders either in cash or through TPT Global Tech Series E Preferred Shares, but no less than $10 million in cash paid by Oct. 31, 2023, unless extended by Tekmovil shareholders, is required to close. Any balance on the first payment may be in the form of a promissory note to be settled on or before March 31, 2024, using the proceeds generated from TPT's proposed public offering. The second payment of $20 million, at the election of the Tekmovil shareholders, can be made either in cash or through TPT Global Tech Series E Preferred Shares. The finalization of these payments is proposed to occur by March 31, 2024, unless extended by Tekmovil shareholders. It is also proposed that up to $80 million of additional funds raised through TPT's public offering will be used to assist in the restructuring of senior debt of Tekmovil through intercompany loans. The proposed intercompany loans will include a 5-year term, with provisions for accelerated repayment to TPT. TPT is proposing to provide Tekmovil shareholders, a security interest to secure that all conditions of the proposed acquisition agreement are satisfied. Stephen J. Thomas III CEO at TPT Global Tech, stated, "We believe our proposed acquisition is a pivotal step in revolutionizing mobile content engagement. By unifying our strengths, we believe we're poised to deliver an unparalleled experience that fuses communication, entertainment, and commerce. For our VuMe launch in Latin America, we believe this proposed acquisition creates immediate distribution channels and potential partnerships with some of the largest Mobile Carriers and Big Box stores in Latin America." About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a technology holding company based in San Diego, California. It was formed as the successor of two U.S. corporations, Ally Pharma US and TPT Global, Inc. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe Live technology platform. TPT Global reported a net loss attributable to the Company's shareholders of $61.50 million for the year ended Dec. 31, 2022, compared to a net loss attributable to the Company's shareholders of $4.02 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $1.05 million in total assets, $34.02 million in total liabilities, $58.25 million in mezzanine equity, and a total stockholders' deficit of $91.21 million. Draper, UT-based Sadler, Gibb & Associates, LLC, the Company's auditor since 2016, issued a "going concern" qualification in its report dated May 16, 2023, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. TRITEK INT'L: Court Approves Plan on Interim Basis -------------------------------------------------- Thomas M. Horan has entered an order approving the Combined Disclosure Statement and Plan of Tritek International Inc., et al. on an interim basis for solicitation purposes under Bankruptcy Code sections 105 and 1125, Bankruptcy Rule 3017 and Local Rule 3017-2. The Plan Confirmation Schedule, as may be modified, is approved. The Date Solicitation Will Commence on August 25, 2023. The Deadline to File 3018 Motions will be on September 13, 2023 at 4:00 p.m. (ET). The Deadline to File Plan Supplement will be on September 20, 2023. The Deadline to Object to Rule 3018 Motions will be on September 20, 2023. The Voting Deadline will be on September 28, 2023 at 5:00 p.m. (prevailing Eastern Time). The Deadline to Object to Final Approval of Disclosure Statement and/or Confirmation of Plan will be on September 28, 2023 at 5:00 p.m. (prevailing Eastern Time). The Deadline to File Reply to Objections to Final Approval of Disclosure Statement and/or Confirmation of the Plan and the Confirmation Brief will be on October 2, 2023 at 12:00 p.m. (prevailing Eastern Time). The Deadline to File Voting Report will be on October 2, 2023 12:00 p.m. (prevailing Eastern Time). The Confirmation Hearing will be on October 5, 2023. About Tritek International Tritek International Inc., HyLife Foods Windom, LLC, Canwin Farms, LLC are entities that are part of the HyLife vertically integrated operation for the raising, production and sale of pork products. The companies' operations involve all aspects and stages of the pork production process, including the farming and sourcing of hogs, the packaging of pork at their processing facility, and the marketing and sale of such products throughout premium domestic and international end markets, primarily in the United States, Canada, Japan, Korea, and China. Tritek International and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10520) on April 27, 2023. The petitions were signed by Grant Lazaruk, chief executive officer. At the time of the filing, Tritek International and HyLife Foods Windom reported as much as $50,000 in both assets and liabilities while Canwin Farms reported $1 million to $10 million in both assets and liabilities. Judge Thomas M. Horan presides over the Debtors' cases. The Debtors tapped Katten Muchin Rosenman, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsel; PricewaterhouseCoopers, LLP as financial advisor; Intrepid Investment Bankers as investment banker; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Dechert, LLP and Saul Ewing, LLP. TX LAND BUYER: Case Summary & One Unsecured Creditor ---------------------------------------------------- Debtor: TX Land Buyer, LLC 2107 E 16th Street Austin, TX 78702 Business Description: TX Land is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-51173 Judge: Hon. Michael M. Parker Debtor's Counsel: Heidi McLeod, Esq. HEIDI MCLEOD LAW OFFICE, PLLC 3355 Cherry Ridge 214 San Antonio, TX 78230 Tel: (210) 853-0092 Email: heidimcleodlaw@gmail.com Total Assets: $5,625,000 Total Liabilities: $4,581,461 The petition was signed by Matthew Schram as owner. The Debtor listed Rojo Construction as its sole unsecured creditor holding a claim of $8,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VQOAOAA/TX_Land_Buyer_LLC__txwbke-23-51173__0001.0.pdf?mcid=tGE4TAMA UNITED ENGINEERS: Drew McManigle Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 7 appointed Drew McManigle as Subchapter V trustee for United Engineers, Inc. Mr. McManigle will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. McManigle declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Drew McManigle 700 Milam, Suite 1300 Houston, TX 77002 Telephone: (410) 350-1839 Email: drew@macco.group About United Engineers United Engineers, Inc. is a Houston-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-33166) on Aug. 19, 2023, with $2,356,290 in assets and $909,388 in liabilities. Kefelegne Tesfaye, vice president, signed the petition. Judge Jeffrey P. Norman oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the Debtor as legal counsel. VALCOUR PACKAGING: $160MM Bank Debt Trades at 43% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Valcour Packaging LLC is a borrower were trading in the secondary market around 57.4 cents-on-the-dollar during the week ended Friday, September 1, 2023, according to Bloomberg's Evaluated Pricing service data. The $160 million facility is a Term loan that is scheduled to mature on September 30, 2029. The amount is fully drawn and outstanding. Valcour Packaging LLC, doing business as Mold-Rite Plastics, provides high-quality plastic packaging components. VALLEY PORK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Valley Pork LLC 1556 Iroquois Drive NE Solon IA 52333 Business Description: The Debtor is engaged in hog and pig farming. Chapter 11 Petition Date: August 30, 2023 Court: United States Bankruptcy Court Southern District of Iowa Case No.: 23-01125 Debtor's Counsel: Robert C. Gainer, Esq. CUTLER LAW FIRM 1307 50th St. West Des Moines IA 50266 Tel: (515) 223-6600 Fax: (515) 223-6787 Email: rgainer@cutlerfirm.com Total Assets: $10,341,218 Total Liabilities: $32,002,862 The petition was signed by Casey Westphalen as managing director of business solution. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RK4LCYQ/Valley_Pork_LLC__iasbke-23-01125__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Farm Credit Services of UCC-1 - Notes $8,510,736 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 2. Applewood Farms Accounts $5,440,532 5793 Route 78N Payable Virginia, IL 62691-1399 3. Farm Credit Services of Mortgage $3,326,297 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 4. Apple Leaf, LLC Note-Production $1,500,000 5793 Route 78N Bonus Virginia, IL 62691-1399 5. Farm Credit Services of $1,250,000 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 6. Farm Credit Services of $500,000 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 7. Farm Credit Services of $500,000 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 8. Farm Credit Services Mortgage $500,000 5015 South 118th Street Note #2700 PO Box 2409 Omaha, NE 68103 9. Viafield Accounts Payable $180,608 PO Box 196 1002 Main St Elgin, IA 52141 10. Farm Credit Services of $92,449 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 11. Winthrop Vet Accounts Payable $57,088 524 7th Street South Winthrop, IA 50682 12. Rain and Hall Accounts Payable $53,105 9200 Northpark Dr., Ste. 200 Johnston, Iowa 50131-3006 13. Farm Bureau P & C $52,085 5400 University Avenue West Des Moines, IA 50266-5997 14. Intuit (Quickbooks) Vendor $40,739 2700 Coast Ave Mountain View, CA 94043 15. Nutriquest Business Accounts Payable $33,641 Solutions 3782 9th St SW Mason City, IA 50401 16. Citicards CBNA Credit Card $29,695 Citibank Customer Service P.O. Box 6500 Sioux Falls, SD 57117 17. F Liu & Company LLC Accounts Payable $27,512 545 West End Avenue Apt 14B New York, NY 10024 18. Farm Credit Services of Title-Note $26,794 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 19. Farm Credit Services of Title-Note $25,805 America 5015 South 118th Street PO Box 2409 Omaha, NE 68103 20. Cargill Accounts Payable $20,231 PO Box 9300 Minneapolis, MN VAREX IMAGING: Moody's Alters Outlook on 'B2' CFR to Positive ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of Varex Imaging Corporation, including the B2 Corporate Family Rating, B2-PD Probability of Default Rating and B1 rating on the company's senior secured bonds. At the same time, Moody's upgraded the company's Speculative Grade Liquidity Rating (SGL) to SGL-1 (very good) from SGL-2 (good) and revised its outlook to positive from stable. The change in outlook reflects Moody's view of continued revenue growth, modest leverage and very good liquidity. Varex will maintain its market position in the niche medical imaging component business, supported by industry tailwinds that will drive top and bottom-line growth. Moody's expects the company's debt-to-EBITDA ratio to remain below 4.0x times over the next 12 to 18 months. The upgrade of the Speculative Grade Liquidity Rating to SGL-1 reflects Moody's expectation that the company will maintain a very good liquidity profile over the forecast period, including sustained positive free cash flow. Governance risk is a factor in the rating action. The company has a track record of prudent financial policies demonstrated by moderate financial leverage and good liquidity. The company has also remediated internal control issues which resulted in a delayed 10-K filing for the fiscal year 2019. Affirmations: Issuer: Varex Imaging Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Regular Bond/Debenture, Affirmed B1 Upgrades: Issuer: Varex Imaging Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Varex Imaging Corporation Outlook, Changed to Positive from Stable RATINGS RATIONALE The B2 CFR reflects Varex's modest scale and long-term pressures on hospital's budgets which limits the growth of new equipment spend. In addition, Varex faces pressures on profitability from supply chain headwinds and labor costs which are moderating. The rating is further constrained by the moderately high concentration among Varex's main customers, with its top customer, a large original equipment manufacturer ("OEM") representing -17% of revenues. The B2 rating is supported by the company's long and sticky relationships with key customers to supply critical components of their imaging equipment and Moody's expectation that revenue growth will continue on its solid post-COVID trajectory. Moody's forecasts that Varex will generate mid single-digit top-line and earnings growth over the next 12-18 months which will result in continued deleveraging and cash generation. Moody's expects that adjusted debt / EBITDA will remain below 4.0x during the forecast period. The rating also reflects Moody's expectations of relatively conservative financial policies going forward. Moody's expects Varex to maintain very good liquidity over the next 12 to 18 months. As of June 30, 2023, the company had $118.5 million of cash on hand. When also including marketable securities not in cash and cash equivalents, the total was $152.5 million. The company also had access to a $100 million undrawn ABL facility. This facility has a 1.0x fixed charge covenant that would only be tested when excess availability is less than the greater of 10% of the Line Cap and $7.5 million. Moody's expects the company will generate at least $60 million in free cash flow in fiscal year 2024. The rating of the secured notes is B1, one notch above the Corporate Family Rating, due to their senior ranking in the capital structure. The company's notes are secured by substantially all of the company's assets, except for the assets for which a first priority security interest is pledged for the ABL facility, in which the notes have a second lien security interest. The B1 is supported by the first loss absorption provided by $200 million of 4% unsecured convertible notes due 2025. The positive outlook reflects Moody's expectation that Varex will continue to have steady revenue and earnings growth, with leverage staying below 4.0x over the next 12 to 18 months. ESG CONSIDERATIONS Varex's CIS-3 (previously CIS-4) score indicates that ESG considerations have a limited impact on the current credit rating with potential for greater negative impact over time. Varex has exposure to governance risks (G-3, previously G-4) with moderate leverage and internal control issues in prior years which have led to a delayed 10-K filing. Governance risk is mitigated by a remediation effort completed in 2021, and all filings have been made on time over the past three years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if the company shows increase in size, earnings and margins. Additionally, diversification of customers and shift to a more recurring revenue model could put upside pressure on the ratings. Quantitatively, debt/EBITDA sustained below 4 times would also support an upgrade. Ratings could be downgraded if the company's operating performance deteriorates, free cash flow turns negative or if liquidity weakens. A more aggressive stance towards acquisitions or shareholder returns could lead to a downgrade. Quantitatively, the ratings could be downgraded if Varex's debt/EBITDA is sustained above 5 times. Headquartered in Salt Lake City, Utah, Varex Imaging Corporation ("Varex) is a manufacturer of a broad range of medical products, which include X-ray imaging components (X-ray tubes, digital detectors, image processing software and workstations) for use in a range of applications, including radiographic or fluoroscopic imaging, mammography, computed tomography, and oncology. The company also manufactures imaging components for industrial end-users such as airport security, cargo screening and nondestructive examination. Varex generated revenue of $897 million in the trailing twelve months to June 30, 2023. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. VAREX IMAGING: S&P Upgrades ICR to 'BB-', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Varex Imaging Corp. to 'BB-' from 'B+' and its issue-level rating on its senior secured notes to 'BB-' from 'B+'. The recovery rating remains '3'. The stable outlook on Varex reflects S&P's expectation that it will continue to benefit from strong demand in the industrial and medical devices segments and that its margins will improve as material and supply costs have become more predictable. The outlook also incorporates its belief that the company will generally sustain leverage below 3.5x and free cash flow above 12% of debt. S&P said, "The upgrade follows our expectation that the material improvement in free cash flows over the past year will be sustained over the next few years. In fiscal 2022, elevated freight, raw materials, and semiconductor costs significantly burdened Varex's cash flow as the company paid a premium to ensure it had sufficient inventory to satisfy strong order volumes and to make deliveries in a timely manner. As these costs have fallen, Varex's cash flows have improved. The delayed impact of the elevated inventory costs hitting the income statement, however, has led to a modest depression in profitability in 2023 and caused S&P Global Ratings-adjusted gross leverage to rise to 3.4x through the end of the fiscal third quarter from 2.9x the prior year. We view this reduction in earnings as temporary and expect EBITDA margins to quickly normalize." This modest increase in gross leverage has been offset by an improvement in cash and liquid assets of $42 million over the same 12-month period, supporting our view of the overall improvement of credit quality." Varex's business continues to show strength across modalities and geographies. Varex's higher-margin industrial segment has seen fiscal year-to-date revenues rise by about 16% over the same prior-year period, while medical sales have also grown, but only by about 3%. Industrial sales are being boosted by technological advantages Varex's product offerings have with large-scale cargo screening and nondestructive testing, as well as budgets returning to pre-pandemic levels. Medical sales continue to reflect cautious purchasing decisions from end users, but still demonstrate the general resilience of the market. Varex's China strategy continues to be effective as the company conducts final assembly in-country and partners with local original equipment manufacturers (OEMs) to both align with the "Made in China 2025" initiative and fulfill the company's strategy of becoming the partner of choice for Chinese OEMs. Looming expiration of U.S. tariff exclusions could slow the company's momentum in China, but it has diversified its manufacturing and sourcing strategies to hedge the trade risks. The company's relatively conservative financial policy and capital allocation priorities support the rating. Varex targets net leverage of 3x on an adjusted EBITDA basis, and has not engaged in significant merger and acquisition (M&A) activity since shortly after spinning off from Varian Medical Systems in 2017, nor has it paid dividends or conducted substantial share repurchases. Still, the company remains active in business development, spending several million annually to partner with or acquire promising technologies that supplement or complement its current offerings. The company has a history of repaying its debt with excess cash. However, given the upcoming 2025 maturity of the $200 million of convertible debt and the higher interest rate environment, which makes interest payments on the fixed-rate senior secured notes seem more palatable, we do not expect additional debt repurchases to occur over the next two years. S&P believes the company's capital expenditures (capex) and research and development spending (about 11%-12% of revenue combined annually) will be sufficient to expand in existing markets, expand its manufacturing footprint into new geographies, and to support commercialization efforts with next-generation technologies, including cathode nanotubes and photon counters. The ratings on Varex are constrained by its narrow business focus, modest scale, relatively high customer concentrations of OEMs, and a relatively inflexible cost structure. Despite its diverse end markets and broad product applications, Varex's business is almost entirely concentrated in X-ray devices and computed tomography (CT) tubes, creating long-term potential for increased competition, particularly on price. Varex's top five OEM customers accounted for 40% of Varex's 2022 revenue but also regularly compete directly with Varex on developing different technologies in-house or in selling products to smaller OEM customers. This dynamic, in which OEMs must decide whether to partner with or compete against Varex both limits Varex's pricing power and necessitates that Varex maintain the ability to innovate on a level equal to or greater than much larger companies, including their single largest customer Canon (17% of Varex's 2022 revenues). These risks are somewhat offset by the long-term sticky relationships with their customers, and significant switching costs for OEMs whose designs incorporate Varex products into their product registrations. Other than its top customers, Varex has a relatively diverse customer base spread across different medical modalities and industrial purposes. Still, the company remains vulnerable to demand and supply disruptions. Over the past three years the company has experienced unusually high volatility in its business from a pandemic-related slowdown in generally stable medical equipment and security, industrial, and inspection markets in 2020 and again with global supply chain disruptions and semiconductor shortages in 2022. S&P said, "The stable outlook on Varex reflects our expectation that it will continue to benefit from strong demand in the industrial and medical devices segments and that its margins will improve as material and supply costs have become more predictable. The outlook also incorporates our belief that the company will generally sustain leverage below 3.5x and free cash flow above 12% of debt. "We could downgrade Varex if the company's operating performance deteriorates relative to our base-case assumptions and causes its leverage to be elevated above 3.5x for an extended period with limited prospect for improvement or its annual free cash flow to debt to regularly fall below 12%. This could occur due to higher-than-expected volatility in the capital equipment market or the loss of a significant customer." Although unlikely, S&P could raise its rating on Varex to 'BB' if: -- It commits to sustaining leverage below 2.5x and S&P expects its free operating cash flow (FOCF) to debt to be sustained above 20%; or -- The company substantially diversifies its business offerings and improves its competitive position while maintaining leverage of less than 3.5x. VG IMPERIAL: Seeks Cash Collateral Access ----------------------------------------- VG Imperial Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authority to use cash collateral to protect the interest of the U.S. Small Business Administration until such time that they can reach an agreement resolving the SBA's claim. On July 15, 2020, the Debtor executed an Amended Loan Authorization and Agreement with the SBA in the principal amount of $500,000, which was modified by a First Modification of Note dated August 9, 2021. The Note is secured by an Amended Security Agreement dated August 9, 2021. On November 2, 2022, the SBA filed a secured proof of claim in the amount of $524,101. The Debtor intends to make cash collateral payments in the amount of $1,000 monthly to the SBA. The Debtor will (a) use cash collateral only in the ordinary course of business, (b) maintain strict records with respect to the use of cash collateral, (c) furnish each Creditor with monthly operating reports required by the Office of the United States Trustee, and (d) provide each Creditor with a replacement lien on the Debtor's assets to the extent of any erosion of the SBA's cash collateral as a result of the Debtor's use of the earnings. A hearing on the matter is set for September 19, 2023 at 2:30 p.m. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=g8oT7q from PacerMonitor.com. The Debtor projects $1,000 in income and $27,000 in total expenses. About VG Imperial Inc. VG Imperial Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42627) on October 21, 2022. In the petition signed by Viktor V. Ryptyk, president, the Debtor disclosed up to $500,000 in both assets and liabilities. The Law Offices of Alla Kachan, PC, represents the Debtor as legal counsel. VICE MEDIA: Will Move Out Of Its Brooklyn Office After Bankruptcy ----------------------------------------------------------------- Gerry Smith of Bloomberg News reports that Vice Media, the onetime new media darling that declared bankruptcy three months ago, is moving out of its Brooklyn offices as the company looks to save on real estate costs after a restructuring. Most of the company's staff will work remotely on a temporary basis until Vice finds a new office somewhere in New York City, co-CEOs Bruce Dixon and Hozefa Lokhandwala said in a memo to staff. The company's office on South 2nd Street in Brooklyn, "has a larger-than-life place in the minds of many of us," the executives said. About Vice Media Vice Media Group LLC -- https://www.vicemediagroup.com/ -- is an American-Canadian digital media and broadcasting company. It is behind popular media websites such as Vice and Motherboard. Vice Media Group Holding Inc. and 32 affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10737) on May 15, 2023. In the petition filed by Hozefa Lokhandwala, as chief strategy officer, Vice Media Group reported assets and liabilities between $500 million and $1 billion. The Honorable Bankruptcy Judge John P. Mastando III oversees the cases. The Debtors tapped TOGUT, SEGAL & SEGAL LLP as general bankruptcy counsel; PJT PARTNERS INC. and LIONTREE ADVISORS LLC as financial advisors; AP SERVICES, LLC, as restructuring advisor. STRETTO, INC., is the claims agent. VIEWRAY INC: Court OKs $6MM New Money DIP Loan from MidCap ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized ViewRay, Inc. and its affiliate, ViewRay Technologies, Inc., to use cash collateral and obtain senior secured superpriority postpetition financing, on final basis. The Debtors is permitted to obtain a multiple-draw secured term loan facility in the maximum principal amount of up to $6 million. The lenders under the proposed DIP Facility are MidCap Financial Trust, Silicon Valley Bank, a division of First-Citizens Bank and Trust Company, MidCap Financial Investment Corporation, and such other affiliates of MidCap Financial Trust that elect to participate in the DIP Facility. Subject to the Carve Out and the challenge rights set forth the Final Order, for each new money dollar advanced under the DIP Facility an amount of Prepetition Secured Obligations equal to two times the new money advance, plus all accrued but unpaid interest, fees, expenses, and other obligations outstanding thereon, will be deemed to be satisfied and discharged as of the date of such advance as if a payment in such amount had been made under the Prepetition Loan Documents, and each Roll-Up Amount will be automatically deemed funded pursuant to the Operative Documents on a cashless basis and will constitute DIP Obligations, without any further action by the Debtors or any other party. By way of example, upon a new money advance of $1 million, $2 million of Prepetition Secured Obligations, plus all accrued but unpaid interest, fees, expenses, and other obligations outstanding thereon, will be rolled up and will become part of the Roll-Up Amount. The DIP loans are due and payable through the earliest of: (i) the Scheduled Maturity Date, which is September 27, 2023; (ii) the occurrence of an Event of Default; and (iii) the consummation of a sale of the Borrowers' assets pursuant to 11 U.S.C. section 363. The DIP Loans will bear interest at a fixed rate equal to 15% per annum based on a 360-day year on the outstanding principal amount of all outstanding obligations under the DIP Facility, compounded monthly. All interest will accrue on the DIP Loans and except with respect to interest accruing on the Roll-Up Amount, will be paid in cash monthly on the first day of each monthly following the Initial Borrowing. All accrued and unpaid interest (including with respect to the Roll-Up Amount) will be paid on the Maturity Date. Interest accruing after the Maturity Date will be payable in cash, upon demand by the DIP Lenders. During the continuance of an Event of Default, any amounts outstanding under the DIP Facility will bear interest at an additional 3% per annum. The events that constitute an "Event of Default" include: 1. The Borrowers' failure to timely meet any Milestone unless extended in writing by the DIP Lenders and the Prepetition Secured Parties, in their sole discretion; 2. The Borrowers' failure to make any payment to the DIP Lenders or the Prepetition Secured Parties when due under the terms of the Operative Documents; 3. The Borrowers noncompliance with the Budget Covenant; 4. The Borrowers' noncompliance with the other covenants, or breaches of representations and warranties, in the Operative Documents or the Stalking Horse Purchase Agreement or the Alternative Purchase Agreement, or the other documents related thereto; and 5. The termination of the Stalking Horse Purchase Agreement or Alternative Purchase Agreement, as applicable. The Debtors are required to comply with these milestones: 1. On or before the date that is three business days after the Petition Date, the Interim Order authorizing and approving on an interim basis the DIP Facility and the transactions contemplated thereby, in form and substance satisfactory to the DIP Lenders and the Prepetition Secured Parties will have been entered by the Bankruptcy Court; 2. On or before the date that is 28 days after the Petition Date, the Final Order authorizing and approving the DIP Facility and the transactions contemplated thereby, in form and substance satisfactory to the DIP Lenders and the Prepetition Secured Parties shall have been entered by the Bankruptcy Court; 3. In addition, the Borrowers will have achieved or satisfied several sales milestones, as determined by the DIP Lenders and the Prepetition Secured Parties in their sole discretion. The sales milestones include: a. The Debtors must file a motion to approve bidding procedures for the sale of all or substantially all of the Borrowers' assets, in form and substance satisfactory to DIP Lenders and the Prepetition Secured Parties, within four days after the Petition Date; b. The Debtors must obtain entry of an order approving the Bidding Procedures Motion in form and substance satisfactory to DIP Lenders and the Prepetition Secured Parties within 28 days after the Petition Date; c. The Debtors must execute a Stalking Horse Purchase Agreement within 35 days after the Petition Date; d. The Debtors must conduct an Auction on or before September 14, 2023; and e. The Debtors must obtain entry of one or more orders approving the sale(s) of all or substantially all the Borrowers' assets, acceptable to the DIP Lenders and the Prepetition Secured Parties in each instance on or before September 19, 2023. On November 14, 2022, the Debtors, as borrowers, entered into the Credit, Security and Guaranty Agreement with MidCap Funding IV Trust, as agent, MidCap Financial Trust, as term loan servicer, and the financial institutions and other entities from time to time parties thereto as lenders, which provided the Debtors with a credit facility comprising (i) a $75 million tranche I term loan; (ii) a $25 million tranche II term loan; and (iii) a $15 million revolving loan. The Prepetition Credit Agreement and the other Security Documents provide continuing, legal, valid, binding, properly perfected, enforceable, nonavoidable first priority liens on and security interests in the Debtors' right, title, and interest in, to and under the "Collateral" and all other collateral or assets of the Borrowers subject to any other Security Document. The Prepetition Agent, the Term Loan Servicer, the Prepetition Lenders, and Silicon Valley Bank, a division of First-Citizens Bank, in its capacity as a provider of bank services, also entered into an Intercreditor Agreement, dated as of November 14, 2022, which governs certain rights, interests, obligations, priorities and positions as between the Prepetition Secured Parties and SVB with respect to the assets and properties of the Debtors. As of May 2, 2023, multiple events of default had occurred and were continuing under the Prepetition Credit Agreement. On May 10, 2023, the Prepetition Secured Parties agreed to enter into the Standstill Agreement with the Debtors, whereby the Prepetition Secured Parties agreed to forbear from exercising certain of their rights and remedies against the Debtors with respect to the continuing events of default under the Prepetition Credit Agreement. As of June 30, 2023, there had occurred multiple Standstill Defaults giving the Prepetition Secured Parties the right to terminate the Standstill Period. As of the Petition Date, the principal amounts outstanding under the Prepetition Term Loan and Prepetition Revolver are $57.5 million and $0, respectively, plus accrued and unpaid interest with respect thereto and any additional fees, costs, and expenses owing under or in connection Prepetition Credit Agreement. As adequate protection, the Prepetition Secured Parties are granted valid, binding, continuing, enforceable, fully perfected, first priority senior replacement liens on and security interests in any and all tangible and intangible pre- and postpetition property of the Debtors. The Adequate Protection Liens will be junior only to the DIP Liens, the Carve-Out and any Permitted Encumbrance. The Adequate Protection Liens will otherwise be senior to all other security interests in, liens on, or claims against any of the Adequate Protection Collateral. The Adequate Protection Amount due to the Prepetition Secured Parties will constitute allowed superpriority administrative expense claims against the Borrowers and their estates in the amount of any diminution in value of the Prepetition Collateral, including cash collateral, with priority in payment over any and all claims and administrative expense claims (except amounts due under the DIP Facility and the Carve-Out) against the Borrowers, now existing or hereafter arising, of any kind or nature whatsoever. A copy of the order is available at https://urlcurt.com/u?l=gbneCT from PacerMonitor.com. About ViewRay, Inc. ViewRay, Inc. designs, manufactures, and markets the MRIdian MRI-guided Radiation Therapy System. MRIdian is built upon a proprietary high-definition magnetic resonance imaging system designed from the ground up to address the unique challenges, and clinical workflow for advanced radiation oncology. The MRIdian MRI-guided Radiation Therapy System integrates diagnostic-quality MR imaging with radiation therapy delivery to enable on-table adaptive treatments with real-time tissue tracking and automatic beam gating. ViewRay, Inc. and its affiliate ViewRay Technologies, Inc. sought protection under the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10935) on July 16, 2023. In the petition signed by Paul Zieglerm chief executive officer, the Debtors disclosed $233 million assets and $75 million in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Cravath, Swane and Moore LLP as special corporate counsel, Berkeley Research Group, LLC as restructuring advisor, and B. Riley Securities, Inc. as investment banker. Stretto, Inc. is the notice, claims, balloting and administrative agent. VISHAY INTERTECHNOLOGY: Moody's Raises CFR to Ba2, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Vishay Intertechnology Inc.'s ratings, including the Corporate Family Rating to Ba2 from Ba3 and Probability of Default Rating to Ba2-PD from Ba3-PD. The outlook is stable. The upgrade reflects Moody's positive view of Vishay's new corporate strategy, which is focused on strengthening Vishay's customer relationships and product focus. Achieving these objectives requires increasing production capacity both internally and through foundries in support of customer demand. It will also require an enlarged pool of customer-facing engineers to promote Vishay's full product and solutions portfolio. This initiative, which is being implemented over the next two years, will ultimately produce closer customer relationships and the improved ability to serve growing markets. These efforts should allow for greater penetration opportunities within the existing customer base, which Moody's expects will lead to less variability in revenues and higher profit margins over time. The increased production capacity, both internal and foundry, will enable Vishay to fully participate in the growing industrial and automotive end markets. Chip sales to these end markets are benefitting from spending on factory automation and increased production of electric vehicles and related charging infrastructure. Though the new strategy requires increased capital spending and expanded staffing, Vishay's low financial leverage and very good liquidity will support the credit profile during this period of investment and macroeconomic uncertainty. The following is a summary of the rating actions: Upgrades: Issuer: Vishay Intertechnology Inc. Corporate Family Rating, Upgraded to Ba2 from Ba3 Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD Outlook Actions: Issuer: Vishay Intertechnology Inc. Outlook, Remains Stable RATINGS RATIONALE The Ba2 CFR reflects Vishay's operating scale and leading market position in the discrete semiconductor and passive electronic components industry. The electronic components industry is highly cyclical which leads to unpredictable shifts in end-market demand. Rapid fluctuations in sales volumes could have on an outsized impact on Vishay's financial performance because of its high fixed costs. This was evident in 2020 with the Covid-related global economic contraction, which followed the inventory-related semiconductor industry contraction in 2019. Amidst the weak global economy, Vishay's distribution partners have been trimming inventory. Moody's expects that this process will continue through the remainder of 2023 and into 2024, with Vishay's revenues declining in the low single digit percent annually through 2024. Given Vishay's conservative financial policy, leverage should remain modest despite near term weakness in revenues and profitability, with debt to EBITDA (Moody's adjusted) remaining below 2x. Vishay has very good liquidity as illustrated by its net cash position (i.e., cash in excess of reported debt), which is prudent given the cyclical demand for electronic components and the competitive intensity and pricing pressure, especially in its semiconductor product lines. The company mitigates competitive pressure by offering a broad selection of electronic components to customers, deeper engagements with customers through design-in participation, and growth in its specialty components business. Moody's expects Vishay will continue to follow a conservative financial policy, avoiding large, debt-funded acquisitions or returns to shareholders. Vishay will likely maintain very good liquidity, with cash and short-term investments totaling at least 75% of the outstanding debt balance (121% as of July 1, 2023). The stable outlook reflects Moody's expectation that revenues will decrease in the low single digit percent over the next 12 to 18 months. This decline reflects a modest reduction in chip sales volume as Vishay's customers adjust inventory balances due to the current macroeconomic weakness. Moody's expects that the resulting lower profitability will increase debt to EBITDA (Moody's adjusted) to the upper 1x level (Moody's adjusted) over the next 12 to 18 months, declining later as demand and profitability improve. The Speculative Grade Liquidity (SGL) rating of SGL-1 reflects Moody's expectation that Vishay will maintain very good liquidity. Moody's expects Vishay will maintain cash and short-term equivalents amounting to at least 75% of the reported debt balance. In addition, Vishay will maintain access to funds under the Revolver, which matures in May 2028, and generate annual free cash flow of over $50 million over the next 12 to 18 months. At July 1, 2023, Vishay reported approximately $1.1 billion in cash and $14 million in short-term investments. The company had $185 million of outstanding borrowings under its $750 million Amended and Restated Credit Facility (Revolver). The Revolver expires in May 2028. Vishay's Credit Facility contains two financial maintenance covenants: (i) Maximum net leverage ratio of 3.25x (net of cash of up to $250 million), and, (ii) Minimum interest expense coverage ratio, defined as EBITDA less capex divided by cash interest expense, of 2.0x. Vishay should maintain ample cushion under the financial covenants over the next 12 months. The capital structure consists of convertible senior notes (Convertibles; unrated) which lack collateral, leaving the Convertibles effectively subordinated to the Revolver (unrated). The Revolver, meanwhile, benefits from a first priority security interest in a collateral pool consisting of substantially all assets, excluding real estate, of the domestic subsidiaries of the company, and the pledge of stock of certain directly-owned foreign subsidiaries. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Vishay's ratings could be upgraded if the company increases scale and profitability, with the EBITDA margin (Moody's adjusted) sustained at least in the upper twenties percent level. Moody's would expect leverage to remain below 2x debt to EBITDA (Moody's adjusted) and free cash flow to debt (after dividends, Moody's adjusted)) to be sustained at least in the upper single digit percent level. Vishay would also need to maintain very good liquidity, with the sum of cash and short-term investments exceeding the reported debt balance. Vishay's ratings could be downgraded if revenues decline materially or EBITDA margins (Moody's adjusted) weaken toward the mid-teens percent level on more than a temporary basis. The ratings could also be pressured if Vishay's financial policy becomes more shareholder-friendly through the use of debt-funded shareholder returns or liquidity weakens, with the sum of cash and short-term investments declining to less than 50% of reported debt. Vishay Intertechnology Inc. is a leading manufacturer and supplier of discrete semiconductors and passive electronic components. The company's discrete semiconductor products include diodes, infrared emitters and detectors (optoelectronic components), and MOSFETs. Its portfolio of passive components includes resistors & inductors and capacitors. The principal methodology used in these ratings was Semiconductors published in September 2021. VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Sept 18 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized VMR Contractors Inc. to use cash collateral through September 18, 2023, in accordance with the terms of the Order entered March 1, 2023 and the budget. The Court said the Debtor must pay all tardy adequate protection payments due to the U.S. Internal Revenue Service and to Old National Bank by September 11, 2023. As previously reported by the Troubled Company Reporter, several entities may claim an interest in the Debtor's cash collateral. Those potential claimants are: 1. The State of Illinois, which recorded state tax liens on April 28 and June 14, 2022, in the total amount of $32,346. 2. The IRS, which recorded federal tax liens with the Illinois Secretary of State, including a lien dated November 16, 2016, in the amount of $424,956. Other tax liens also have been recorded; the IRS has asserted it is owed $819,234. The Debtor disputes a large portion of this amount, including an obligation from 2015 of $560,027, which appears to be clearly erroneous because it is wholly disproportionate to the Debtor's operations. 3. Old National Bank, whose predecessor, Bridgeview Bank Group, filed on August 1, 2018, a financing statement with the Illinois Secretary of State as document number 023614561. The amount owed to Old National is approximately $160,633 in London, England. A further hearing on the matter is set for September 11 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=jmzfcu from PacerMonitor.com. The Debtor projects $186,956 in total income and $104,572 in total expenses for the period ending October 1, 2023. About VMR Contractors VMR Contractors supplies and installs rebar for road construction projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on December 8, 2022. In the petition signed by Vincent Roberson, its president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. William J. Factor, Esq., at Factor Law, is the Debtor's legal counsel. WASHINGTON MEDICAL: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Washington authorized Washington Medical Supplies, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor's authorization to use cash collateral on an interim basis will continue through the earlier of the Final Cash Collateral Hearing or December 31, 2023, unless further extended by an order of the court or an agreement of the parties as evidenced by a filed stipulation. The Debtor is directed to pay pay Jonathan and Joelle Reynolds the sum of $5,000 per month, beginning August, 2023, with the August Monthly Payment to be made on or before August 31, 2023. To the extent that Reynolds has a properly perfected and unavoidable lien in the Debtor's Pre-petition Cash Collateral, Reynolds is granted security interests and liens to the extent of a diminution in value of its security interest and use of their collateral by the Debtor in and to the following: (a) all proceeds from the disposition of all or any portion of the Reynolds' Pre-petition Collateral, (b) all property of the Debtor and the Debtor's estate of the same kind, type and nature as Reynolds' Pre-petition Collateral this that is acquired after the Petition Date, and (c) all proceeds of the foregoing. The Replacement Liens will be in addition to the pre-petition liens evidenced by the loan documents between Debtor and Reynolds, and will remain in full force and effect notwithstanding any subsequent conversion or dismissal of the case. The Replacement Liens granted to Reynolds will have the same priority position as existed in Reynolds' Pre-petition Collateral prior to the commencement of the case and will be valid and enforceable as of the Petition Date. If and to the extent the adequate protection of the interests of Reynolds in the Prepetition Collateral granted to Reynolds proves insufficient, Reynolds will be entitled to a claim under 11 U.S.C. Section 507(b) in the amount of any such insufficiency. A final hearing on the matter is set for October 26, 2023 at 1 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=NEzlGN from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $85,264 for Month 1; $83,764 for Month 2; $101,632 for Month 3; $83,764 for Month 4; $85,264 for Month 5; and $83,764 for Month 6. About Washington Medical Supplies Washington Medical Supplies, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 23-00734) on June 16, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Whitman L. Holt oversees the case. The Debtor is represented by Marc S. Stern, Esq., at the Law Office of Marc S. Stern. WASHINGTON, DC: Inmate Claims Jail Did Not Provide Religious Diet ----------------------------------------------------------------- Ivy Lyons at wtop.com reports that an inmate has filed a lawsuit against the D.C. Department of Corrections after he claimed chaplains did not provide kosher meals he would otherwise be entitled to as a Jewish detainee in its correctional facilities. A lawsuit filed by the American Civil Liberties Union of the District of Columbia alleged that officials unlawfully refused to provide Riley Benjamin, who has been in D.C. custody since July 2022, with kosher meals unless he submitted to external verification of his faith. That verification placed "an excessive and undue burden" that isn't exercised over Christian or Muslim inmates, an ACLU spokesperson said. "D.C. Jail officials' practice of denying kosher meal requests to Jewish people unless they can provide third-party proof of their religion, either through a rabbi or a formal letter of conversion, violates federal law and ignores the deeply personal nature of faith and spirituality," Laura Follansbee, a legal fellow at the ACLU of D.C. and counsel for Benjamin, said in a news release. Benjamin shared concern for himself and other inmates identifying as Jewish. "My Jewish faith is one of the few things that has sustained me during this tough time in my life while I've been locked up. It's discriminatory and wrong for Reverend Colbert and Chaplain Allen, who are people of faith themselves, to deny me the opportunity to keep kosher by imposing proof requirements that don't apply to people of other religions," Benjamin said. The filing in D.C.'s District Court looks to keep the city's correctional department from imposing requirements, such as external verification, on Jewish people. It also calls for compensation to "set a precedent that protects the right of Jewish people and individuals of all faith to obtain religious accommodations." Attorneys argue that program leaders - Supervisory Chaplain for D.C. Corrections Rev. Nicole Colbert, Chaplain Rev. Jimmie Allen and Deputy Director for Education, Reentry and Case Management Jacqueline Williams - denied requests from Benjamin during his time in the facility. "Plaintiff Riley Benjamin has been Jewish for several years," the filing states, adding that his friends and fiancee know his religious affiliation. Authorities at the jail also confirmed that Benjamin is classified as Jewish in the case management system and has been throughout his incarceration, the filing alleged. The lawsuit claimed that Benjamin sent multiple requests for kosher meals using a request slip and was denied on both Sept. 27 and Dec. 28. The denial letter, signed by Williams, included a statement of department of corrections policy that required verification of faith affiliation before a religious diet could be approved. Department of Corrections policies require that religious diets be restricted to inmates based on their listed religious preferences. Preferences listed in corrections databases can be changed once per year and are reviewed by chaplains, according to the policy. Officials refused requests for religious accommodations without external verification, the filing claimed, adding that Colbert would bring a rabbi into the jail to evaluate and formally convert Benjamin. "No rabbi ever arrived to speak with Mr. Benjamin," the suit alleged. The filing named two others who were also denied kosher meals under an external verification practice. Benjamin claimed that "multiple people in DOC custody who identified themselves as Jewish" were denied accommodations. WTOP has reached out to the D.C. Department of Corrections for more information on its policies and procedures surrounding religious identity and its external verification requirement. Benjamin was arrested and is charged with second-degree murder in the death of Maurice McRae, 31, months after a shooting in February. [GN] WATAUGA FAMILY: Seeks Cash Collateral Access -------------------------------------------- Watauga Family Dentistry, PLLC asks 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 Debtor requires the use of cash collateral for medical supplies, payroll, and general operating expenses. Specifically, the Debtor requests authority to use the cash collateral to pay up to 110% of each expense in the budget, so long as the total of cash collateral spent during the month does not exceed by more than 5% of that month's total. The Debtor produces revenue from its general dentistry practice business and would use such revenue to pay the budgeted expenses. Moreover, such revenue will be deposited by Debtor in its DIP operating account pending entry of an order allowing use of cash collateral or consent by lien holders. A search in the Texas Secretary of State shows that the only cash lienholder is the U.S. Small Business Administration (UCC Filing No. 20-0023248586). The UCC filing by Branch Banking and Trust lapsed on November 15, 3022. The UCC filing by De Lage Financial applies to the leased equipment, not to receivables or other cash. A copy of the motion is available at https://urlcurt.com/u?l=usns2g from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=GryAIJ from PacerMonitor.com. The Debtor projects $65,000 in cash receipts and $62,242 in cash disbursements for 30 days. About Watauga Family Dentistry, PLLC Watauga Family Dentistry, PLLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42515-elm11) on August 28, 2023. In the petition signed by William Oliver, director, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. WAYFORTH LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: WayForth, LLC d/b/a Legacy Navigator, LLC d/b/a WayForth Transportation, LLC 1518 Willow Lawn Drive, Ste. 300 Richmond, VA 23230 Business Description: WayForth delivers personalized moving and move management services for life and business in Central Virginia. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-33000 Debtor's Counsel: Loc Pfeiffer, Esq. Peter J. Barrett, Esq. Adolyn C. Wyatt, Esq. KUTAK ROCK LLP 901 East Byrd Street Suite 1000 Richmond, VA 23219 Tel: 804-343-5210 Email: Loc.pfeiffer@kutakrock.com Peter.Barrett@kutakrock.com Adolyn.Wyatt@kutakrock.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Craig Shealy as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YBBPCBI/WayForth_LLC__vaebke-23-33000__0001.0.pdf?mcid=tGE4TAMA WELCOME GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Welcome Group 2, LLC d/b/a Super 8 Zanesville 2440 National Road Zanesville, OH 43701 Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-53043 Judge: Hon. C. Kathryn Preston Debtor's Counsel: Denis E. Blasius, Esq. THOMSEN LAW GROUP, LLC 140 North Main Street, Suite A Springboro, OH 45066 Tel: 937-748-5001 Fax: 937-748-5003 Email: dblasius@ihtlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Abhijit Vasani as president of InnVite Opco, Inc., sole member. 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/IDEQIJA/Welcome_Group_2_LLC__ohsbke-23-53043__0001.0.pdf?mcid=tGE4TAMA WESTPAK HOLDINGS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Westpack Holdings, Inc. 1204 W. Western Ave. #3 Muskegon, MI 49441 Business Description: Westpak is a family owned and operated company that supplies packaging to Michigan industries. Chapter 11 Petition Date: September 1, 2023 Court: United States Bankruptcy Court Western District of Michigan Case No.: 23-02033 Judge: Hon. Scott W. Dales Debtor's Counsel: A. Todd Almassian, Esq. KELLER & ALMASSIAN, PLC 230 East Fulton Grand Rapids, MI 49503 Tel: 616-364-2100 Fax: 616-364-2200 Email: ecf@kalawgr.com Debtor's Financial Advisor: DISTEL THIEDE ADVISORY SERVICES, LLC Total Assets: $869,540 Total Liabilities: $2,159,188 The petition was signed by Richard Wilson 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/SJDL2DA/Westpack_Holdings_Inc__miwbke-23-02033__0001.0.pdf?mcid=tGE4TAMA WEWORK INC: Considers Restructuring Options ------------------------------------------- Reshmi Basu at Bloomberg News reports that WeWork Inc. is rounding up advisers for help with a restructuring as it struggles with a heavy debt load and poor financial performance, according to people with knowledge of the matter. The co-working giant has hired real estate adviser Hilco Global, once again tapped consultant Alvarez & Marsal and re-engaged law firm Kirkland & Ellis for advice on its options, according to the people, who asked not to be identified because the matter is private. The company is seeking to avoid a Chapter 11 bankruptcy filing and restructure its debts out of court, one of the people said. The New York-based company's ability to avoid bankruptcy will hinge on whether it can renegotiate its leases in expensive markets, Bloomberg's sources said. Meanwhile, The Wall Street Journal reported that a group of Wall Street firms that lent hundreds of millions of dollars wot WeWork is exploring the possibility of a bankruptcy filing that could help the company exit from expensive office leases. BlackRock Inc., King Street Capital Management and Brigade Capital Management are among the firms looking to help WeWork exit from fixed contracts such as property leases through bankruptcy, according to WSJ. About WeWork Inc. New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork reported a net loss of $2.29 billion for the year ended Dec.31, 2022, a net loss of $4.63 billion for the year ended Dec. 31, 2021, a net loss of $3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As of Dec. 31, 2022, the Company had $17.86 billion in total assets, $21.31 billion in total liabilities, and a total deficit of $3.43 billion. WYCKOFF EQUITIES: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Wyckoff Equities, LLC to use cash collateral on a final basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to meet its ordinary cash needs for the payment of actual expenses of Debtor necessary to maintain and preserve its assets, and continue operation of its business, including payroll and payroll taxes, and insurance expenses. The U.S. Small Business Administration asserts as of the Petition Date, a valid and subsisting first lien and security interest in all or substantially all of the Debtor's assets, including inventory, cash, accounts, general intangibles, and the proceeds and offspring thereof. Additionally, PIRS Capital LLC, Vox Funding and 800 Funding assert secured claims on Debtor's accounts receivable. As adequate protection for any post-petition diminution in the value of the cash collateral, the Secured Parties will receive replacement liens in and to all property presently securing the Secured Parties' claims, together with any post-petition proceeds thereof, to the extent of Secured Parties' actual prepetition interest in cash collateral. The Replacement Liens will not attach to causes of action or rights or recovery under Chapter 5 of the Bankruptcy Code, or the proceeds of such claims. In addition, the Debtor will provide SBA with adequate protection payments of $9,871 per month as set forth in the Budget. A copy of the order is available at https://urlcurt.com/u?l=FFBDfV from PacerMonitor.com. About Wyckoff Equities LLC Wyckoff Equities LLC is part of the restaurant industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-16874) on August 9, 2023. In the petition signed by Albert Franco, managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge John K. Sherwood oversees the case. Daniel M. Eliades, Esq., at K&L GATES LLP, represents the Debtor as legal counsel. ZIP MAILING: Wins Continued Cash Collateral Access Thru Nov 3 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Greenbelt Division, authorized Zip Mailing Services, Inc. to use cash collateral, on an interim basis, in accordance with the budget, though November 3, 2023. The Debtor requires the use of cash collateral to meet its ordinary and necessary expenses. Newco Capital Group, VI, LLC asserts a secured claim against the Debtor pursuant to a purchase agreement and a UCC-1 Financing Statement filed with the Maryland State Department of Assessments and Taxation. Newco Capital asserts an unpaid balance as of the Petition Date in the amount of approximately $169,328, exclusive of fees, costs and amounts that Newco Capital is owed pursuant to the Agreement. Breakout Capital, LLC asserts a secured claim against the Debtor pursuant to a loan and a UCC-1 Financing Statement filed with the Maryland State Department of Assessments and Taxation. Breakout asserts an unpaid balance as of the Petition Date in the amount of approximately $682,681, exclusive of fees, costs and amounts Breakout is owed pursuant to the Business Loan and Security dated February 27, 2023. Pursuant to the Breakout Agreement, Breakout asserts a security interest in and lien upon, inter alia, all of the Debtor's accounts, chattel paper, deposit accounts, personal property, goods, assets and fixtures and the proceeds thereof, as more fully described on the Breakout Agreement and Breakout UCC-1. EBF Holdings, LLC d/b/a Everest Business Funding also asserts a secured claim against the Debtor pursuant to a Revenue Based Financing Agreement dated March 1, 2023, and a UCC-1 Financing Statement filed with the State Department of Assessments and Taxation on April 25, 2023, in which Everest asserts a security interest in, among other things, certain accounts. On the Petition Date, Everest asserted a secured claim in the amount of $228,461. Eberle Communications Group, Inc. asserts a secured and/or constructive trust claim against the Debtor arising out of certain pre-petition payments made to the Debtor, which Eberle contends were to be held by the Debtor and earmarked solely for use in connection with assignments or projects performed on behalf of Eberle and/or its clients. On or before September 7, 2023 and October 7, 2023, the Debtor will make adequate protection payments (i) to NewCo in the amount of $980 and (ii) to Breakout Capital in the amount of $600, without prejudice to their respective rights to seek different or other adequate protection in any subsequent cash collateral order. To the extent the cash collateral is used by the Debtor and the use results in a diminution of the value of the cash collateral, Newco is entitled a replacement lien in the Debtor's accounts receivable, and the proceeds of the foregoing, to the same extent and with the same priority as Newco's interest in the Pre-Petition Collateral. The liens and security interests granted are duly perfected without the necessity for the execution, filing or recording of financing statements, security agreements and other documents which might otherwise be required pursuant to applicable non-bankruptcy law for the creation or perfection of such liens and security interests. A further hearing on the matter is set for October 26 at 2 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=fDHxDH from PacerMonitor.com. The Debtor projects $177,036 in total income and $167,649 in total expenses for the period from September 1 to November 3, 2023. About Zip Mailing Services, Inc. Zip Mailing Services, Inc. operates a commercial mailing service out of Landover, Maryland. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-13736) on May 26, 2023. In the petition signed by Darryl Jackson, Jr., its president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Maria Elena Chavez-Ruark oversees the case. Christopher L. Hamlin, Esq., at McNamee Hosea, P.A., represents the Debtor as legal counsel. [^] BOND PRICING: For the Week from Aug. 28 to Sept. 1, 2023 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 38.319 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.301 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.301 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 64.289 12/1/2024 Air Methods Corp AIRM 8.000 1.000 5/15/2025 Air Methods Corp AIRM 8.000 0.619 5/15/2025 American Honda Finance Corp HNDA 0.650 99.878 9/8/2023 Amyris Inc AMRS 1.500 12.000 11/15/2026 Audacy Capital Corp CBSR 6.750 0.970 3/31/2029 Audacy Capital Corp CBSR 6.500 0.696 5/1/2027 Audacy Capital Corp CBSR 6.750 1.316 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 0.404 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 0.740 8/1/2034 Biora Therapeutics Inc BIOR 7.250 54.715 12/1/2025 Boingo Wireless Inc WIFI 1.000 93.125 10/1/2023 Brixmor LLC BRX 6.900 9.875 2/15/2028 Cano Health LLC CANHEA 6.250 28.355 10/1/2028 Cano Health LLC CANHEA 6.250 28.481 10/1/2028 Citigroup Global Markets Holdings Inc/United States C 4.298 95.455 9/28/2023 Clovis Oncology Inc CLVS 1.250 10.559 5/1/2025 Clovis Oncology Inc CLVS 4.500 10.247 8/1/2024 Clovis Oncology Inc CLVS 4.500 9.655 8/1/2024 Curo Group Holdings Corp CURO 7.500 24.252 8/1/2028 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 15.582 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 9.021 3/15/2040 Danimer Scientific Inc DNMR 3.250 34.646 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.625 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.125 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.964 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.005 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 3.005 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.964 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.000 8/15/2027 DocuSign Inc DOCU 0.500 97.401 9/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare EVHC 8.750 3.250 10/15/2026 Envision Healthcare EVHC 8.750 2.913 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 11.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 11.638 7/15/2026 Federal Home Loan Banks FHLB 3.625 99.794 9/6/2023 Federal Home Loan Banks FHLB 0.500 90.909 11/24/2023 Federal Home Loan Banks FHLB 2.745 99.854 9/6/2023 First Republic Bank/CA FRCB 4.375 0.239 8/1/2046 First Republic Bank/CA FRCB 4.625 0.388 2/13/2047 GNC Holdings Inc GNC 1.500 0.404 8/15/2020 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 39.372 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 39.430 6/1/2026 Hallmark Financial Services Inc HALL 6.250 19.392 8/15/2029 Inseego Corp INSG 3.250 40.817 5/1/2025 Invacare Corp IVC 5.000 83.125 11/15/2024 Invacare Corp IVC 4.250 3.702 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 82.017 9/10/2031 JPMorgan Chase Financial Co LLC JPM 3.500 98.027 9/18/2023 Lightning eMotors Inc ZEV 7.500 61.093 5/15/2024 MBIA Insurance Corp MBI 16.830 2.020 1/15/2033 MBIA Insurance Corp MBI 16.924 1.980 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 97.499 10/1/2023 Macy's Retail Holdings M 7.875 94.031 3/1/2030 Macy's Retail Holdings M 7.875 94.031 3/1/2030 Mashantucket Western Pequot Tribe MASHTU 7.350 41.250 7/1/2026 Moody's Corp MCO 4.875 99.414 2/15/2024 Morgan Stanley MS 1.800 72.015 8/27/2036 NOA Bancorp Inc NOABAN 6.700 92.712 11/1/2028 NOA Bancorp Inc NOABAN 6.700 92.712 11/1/2028 National CineMedia LLC NATCIN 5.750 5.000 8/15/2026 New York Community Bancorp Inc NYCB 5.900 93.808 11/6/2028 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Party City Holdings Inc PRTY 8.750 14.750 2/15/2026 Party City Holdings Inc PRTY 10.821 12.301 7/15/2025 Party City Holdings Inc PRTY 6.625 0.903 8/1/2026 Party City Holdings Inc PRTY 8.750 14.500 2/15/2026 Party City Holdings Inc PRTY 6.625 0.903 8/1/2026 Party City Holdings Inc PRTY 10.821 12.301 7/15/2025 PeoplesBancorp MHC PEOPBC 5.375 91.731 11/15/2028 PeoplesBancorp MHC PEOPBC 5.375 91.731 11/15/2028 Photo Holdings Merger Sub Inc SFLY 8.500 47.226 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 47.226 10/1/2026 Porch Group Inc PRCH 0.750 36.000 9/15/2026 Radiology Partners Inc RADPAR 9.250 38.933 2/1/2028 Radiology Partners Inc RADPAR 9.250 39.115 2/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 12.913 2/15/2027 Rite Aid Corp RAD 7.500 61.741 7/1/2025 Rite Aid Corp RAD 6.875 20.438 12/15/2028 Rite Aid Corp RAD 6.875 20.438 12/15/2028 RumbleON Inc RMBL 6.750 42.987 1/1/2025 SBL Holdings Inc SECBEN 7.000 60.000 N/A SBL Holdings Inc SECBEN 7.000 62.625 N/A SVB Financial Group SIVB 4.000 5.000 N/A SVB Financial Group SIVB 4.100 5.000 N/A SVB Financial Group SIVB 4.250 6.875 N/A SVB Financial Group SIVB 4.700 5.000 N/A Shift Technologies Inc SFT 4.750 9.438 5/15/2026 Signature Bank/ New York NY SBNY 4.000 2.000 10/15/2030 Signature Bank/ New York NY SBNY 4.125 2.125 11/1/2029 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 34.993 6/1/2025 Talen Energy Supply LLC TLN 6.500 23.375 9/15/2024 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 23.375 9/15/2024 Talen Energy Supply LLC TLN 7.000 23.375 10/15/2027 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 10.515 5/15/2027 US Renal Care Inc USRENA 10.625 39.418 7/15/2027 US Renal Care Inc USRENA 10.625 39.950 7/15/2027 UpHealth Inc UPH 6.250 40.500 6/15/2026 Veritone Inc VERI 1.750 34.500 11/15/2026 Voya Financial Inc VOYA 6.125 98.843 N/A WeWork Cos Inc WEWORK 7.875 10.738 5/1/2025 WeWork Cos Inc WEWORK 7.875 6.695 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 40.500 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 40.250 7/10/2025 Wesco Aircraft Holdings Inc WAIR 9.000 9.500 11/15/2026 Wesco Aircraft Holdings Inc WAIR 8.500 4.000 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 7.750 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 4.669 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 10.642 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 4.629 11/15/2027 Zions Bancorp NA ZION 7.200 94.791 N/A ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***