/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230913.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 13, 2023, Vol. 27, No. 255 Headlines 1741 N WESTERN AVE: Case Summary & 10 Unsecured Creditors 17841 PALORA: Arturo Cisneros Named Subchapter V Trustee 2624 E 63RD: Taps Law Office of Narissa A. Joseph as Counsel 502 E JED: Seeks to Hire Pick & Zabicki as Special Counsel A CAB SERIES: Hires Lewis Roca Rothgerber as Special Counsel A FAMILY MEMBER: Case Summary & 16 Unsecured Creditors ACQUAFREDDA ENTERPRISES: Taps Bronson Law as Bankruptcy Counsel ADMI CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR AGILETHOUGHT INC: Court Imposes Restrictions on Equity Trading ALDERSON BROADDUS: Seeks Chapter 7 Bankruptcy Protection ALLERGY & ASTHMA: No Resident Complaints, PCO Report Says ALLERGY & ASTHMA: PCO Seeks to Hire Lee Hong Degerman as Counsel AN GLOBAL: U.S. Trustee Appoints Creditors' Committee ARCHDIOCESE OF BALTIMORE: Considering Chapter 11 Bankruptcy Filing ARCHDIOCESE OF NEW ORLEANS: To Sell Properties to Pay Abuse Claims BANQ INC: Hires Goodwin Procter LLP as Special Litigation Counsel BAUSCH + LOMB: Moody's Rates New Senior Secured Term Loan 'B1' BAUSCH + LOMB: S&P Rates $500MM Term Loan & $1.4BB Sec. Notes 'B-' BELA FLOR: U.S. Trustee Appoints Creditors' Committee BELMONT TRADING: Case Summary & 20 Largest Unsecured Creditors BIJOU HILL: Committee Hires Wadsworth Garber as Counsel CAPPAERT MANUFACTURED: Robert Byrd Named Subchapter V Trustee CARVANA CO: Completes Debt Restructuring to Cut $1.3 Billion Debt CARVANA CO: S&P Ups ICR to 'CCC+' Following Distressed Exchange CHARLES & 20: Hires Nadler and Associates LLC as Accountant COGECO COMMUNICATIONS: S&P Rates Revolving Credit Facility 'BB' CORRELATE ENERGY: Channing Chen Quits as CFO; Replacement Named COTY INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Positive COTY INC: S&P Rates 500MM Euro-Denominated Sr. Secured Notes 'BB' CPI LUXURY: U.S. Trustee Unable to Appoint Committee CREATIVE ARTISTS: Moody's Assigns B2 CFR & Rates New $425MM Loan B2 CURO GROUP: Completes Flexiti Sale, Appoints New Director CYPRUS MINES: Christine Anderson Appointed to Tort Committee DELDOR WELLNESS: Nancy Isaacson Named Subchapter V Trustee DELTA WHOLESALE: Hires CMM Associates as Financial Advisor DESOLATION HOLDINGS: Sept. 26 Hearing on Disclosure Statement DIGICEL GROUP: Chapter 15 Case Summary DURANGO RV: Voluntary Chapter 11 Case Summary EMERALD ELECTRICAL: Unsecureds Owed $1.6M Projected to Get 100% ENVISTACOM LLC: Hires Barnes & Thornburg as Special Counsel EP GLOBAL: S&P Downgrades ICR to 'B-', On CreditWatch Negative EVENTIDE CREDIT: Sept. 15 Deadline Set for Panel Questionnaires FEDNAT HOLDING: Court Schedules Oct. 10 Plan Confirmation Hearing FEILITECH US: Hires Akins & Adams as Special Conflicts Counsel FOREST CITY REALTY: S&P Downgrades ICR to 'B-' on Weak Liquidity FORWARD AIR: S&P Assigns 'BB-' Issuer Credit Rating, On Watch Neg. FTX TRADING: Bankruptcy Court Sets Sept. 29 Claims Bar Date GAE RODKE: Hires Law Office of Rachel S. Blumenfeld as Counsel GARAGE BUILDERS: Hires Stevens Martin Vaughn as Counsel GILBERT BARBEE: Hires Tab Auctions LLC as Appraiser GK 746 EAST: Seeks to Hire Morrison-Tenenbaum as Legal Counsel GK 746 EAST: Seeks to Hire North Point as Real Estate Broker GREAT WEST: Oct. 16 Plan Confirmation Hearing Set GREAT WEST: Plan Sees Refinancing or Sale of Property GREEN POINT: Claims Will be Paid from Property Sale/Refinance GRUPO HIMA: U.S. Trustee Appoints Creditors' Committee HELLO LIVINGSTON: Prestige Says Disclosures Inadequate HORSIN AROUND: Unsecureds to Get What is Left I.C. ELECTRIC: Seeks to Hire Phoenix CPA as Accountant IKON WEAPONS: Hires Michael Bowers of Middleswarth as Accountant IMMANUEL SOBRIETY: No Patient Care Concern, 2nd PCO Report Says INSTANT BRANDS: Moody's Rates $162.5MM Secured DIP Term Loan 'B1' ISLAND DOG: Oct. 25 Plan Confirmation Hearing Set J.E.H. PROPERTIES: Unsecureds Unimpaired Under Plan JJB DC: Hires Martin Law Group P.C. as Conflicts Counsel JJB DC: U.S. Trustee Unable to Appoint Committee JUMBA LLC: Oct. 5, 2023 Plan Confirmation Hearing Set LAW OFFICES OF BRIAN SMITH: Wins Confirmation of Chapter 11 Plan LORDSTOWN MOTORS: Plan Relies on Sept. 19 Auction LORDSTOWN MOTORS: U.S. Trustee Appoints Equity Committee MACEDON CONSULTING: Court Confirms Reorganization Plan MACHINE TOOL: Hires Hickam & Lorenz as Bankruptcy Counsel MACQUARIE AIRFINANCE: S&P Rates New $500MM Unsecured Notes 'BB+' MALLINCKRODT PLC: BHG Reiterates Fraud Allegations MDMH PARTNERS: Seeks to Hire Fuller Law Firm as Legal Counsel MERCY HOSPITAL: Hires H2C Securities Inc. as Investment Banker MERCY HOSPITAL: Hires Mcdermott Will & Emery LLP as Counsel MERCY HOSPITAL: Hires Nyemaster Goode P.C. as Counsel MERCY HOSPITAL: Hires ToneyKorf Partners to Provide CRO, CFO, CIO MIKU INC: Cash Collateral Access, $1MM DIP Loan from W67 OK'd MOUNTAIN VIEW: Hires Nadler and Associates LLC as Accountant MSS INC: Ciara Rogers Named Subchapter V Trustee NB LOFT VUE: Chapter 11 Trustee Proposes Liquidating Plan NEW BEGINNING: Seeks 21-Day Extension to File Plan NEW JERUSALEM: Unsecureds to Recover 100% in Church's Plan NFP CORP: Moody's Assigns B1 Rating to $350MM Senior Secured Notes NFP CORP: S&P Rates New Senior Secured Notes Due 2031 'B' NOBLE HOUSE: Case Summary & 30 Largest Unsecured Creditors NOBLE HOUSE: Files Chapter 11, GigaCloud Enters Into APA NOVATION COMPANIES: Hire Young Conaway Stargatt as Counsel NOVATION COMPANIES: Hires Stretto Inc. as Administrative Advisor NOVATION COMPANIES: Hires Wyse Advisors LLC as CRO OAKWOOD DREAMS: Unsecureds Owed $145K Will be Paid in Full OLAPLEX INC: Moody's Cuts CFR & 1st Lien Loans Rating to B3 OLYMPIC HOLDINGS: Arturo Cisneros Named Subchapter V Trustee ONH AFC CS: Hires Verdolino & Lowey P.C. as Tax Preparers P & P ENTERPRISES: Taps Corporate Matters as Financial Consultant P&P CONSTRUCTION: To Auction Off Assets to Pay Stellar Bank Claim PACIFIC DENTAL: S&P Alters Outlook to Positive, Affirms 'B' ICR PERSIAN BROADCAST: Hires Ure Law Firm as Bankruptcy Counsel PLYWEALTH INVESTMENT: Hires Khalif Brown as Mortgage Broker PORTUGUESE BEND: Seeks to Hire Kogan Law as Bankruptcy Counsel PRESS GANEY: Moody's Affirms 'B3' CFR & Alters Outlook to Negative PROJECT NEPTUNE: D. Ray Strong Named Subchapter V Trustee PROJECT NEPTUNE: Seeks to Hire McKay Burton as Bankruptcy Counsel PROPERTY ADVOCATES: Seeks to Hire Rehmann Robson as Accountant PROPERTY ADVOCATES: Taps Nardella & Nardella as Bankruptcy Counsel PROTERRA INC: Seeks to Hire Moelis & Company as Investment Banker PURRY & SON: Hearing on Disclosure and Plan Continued to Sept. 28 QUALTEK LLC: Moody's Assigns Caa1 CFR & Rates First Lien Loan Caa1 R&W CLARK CONSTRUCTION: Amended Plan Deadline Extended to Oct. 27 R.B. DWYER CO: Files Plan After $4.65-Million Sale R.B. DWYER CO: Seeks Approval of Disclosure Statement RESERVE TECH: Seeks to Hire Buchalter APC as General Counsel ROBBIN'S NEST: Unsecureds Owed $413K to Get 10% of Net Profit SACKS WESTON: Hires Smith Kane Holman as Bankruptcy Counsel SAM'S SERVICE: Hires Wadsworth Garber Warner Conrardy as Counsel SAM'S SERVICE: Mark Dennis Named Subchapter V Trustee SAN TAN AIR: Hires Innovative CPA Solutions LLC as Accountant SANOTECH 360: Unsecureds Owed $1.8M to Get 7% Under Plan SANTA FE GOLD: Raises Going Concern Doubt SCRATCH SERVICE: Court Extended Confirmation of Plan to Nov. 30 SILVER CREEK: Asset Sale Proceeds to Fund Plan SILVER STATE BROADCASTING: Trustee Seeks to Auction Off Assets SILVER STATE: Trustee, Crown Castle Object to Debtor's Plan Outline SILVER STATE: VCY Says Disclosures Inadequate SPECIALTY DENTAL: PCO Reports No Staffing Changes STARRY GROUP: Exits Chapter 11 Bankruptcy Protection STERLING 40-01LLC: Case Summary & Seven Unsecured Creditors STRATIS CORP: Taps Bronson Law Offices as Bankruptcy Counsel SUNLAND MEDICAL: U.S. Trustee Appoints Creditors' Committee SUNNOVA ENERGY: Moody's Affirms 'B3' CFR, Outlook Remains Stable SURGALIGN HOLDINGS: Unsecureds Owed Up to $71M to Get 4% to 18% SUSTAITA ENTERPRISES: Hires Glast Phillips & Murray as Counsel T-ROLL CONSTRUCTION: Hires Weiss Law Group LLC as Counsel TECH-MAR ENTERPRISES: Hires Xendoo as Certified Public Accountant TECH-MAR ENTERPRISES: Taps Larson Financial to Provide Tax Service THREE NICKELS: Unsecureds Owed $124K to Get 5% Under Plan THUNDER CONSTRUCTION: Hires Zamora & Hernandez as Accountant TONON BIOENERGIA: Chapter 15 Case Summary TRINSEO PLC: Moody's Affirms 'B1' CFR, Outlook Remains Negative TRINSEO PLC: S&P Lowers Senior Secured Debt Rating to 'B-' UNITED ENGINEERS: Hires Haselden Farrow PLLC as Counsel UP RIGHT: Seeks to Hire De Leo Law Firm as Bankruptcy Counsel US FOODS: S&P Assigns 'BB-' Rating on Senior Unsecured Notes USI INC: Moody's Assigns B1 Rating to $600MM 7Yr. Secured Term Loan USI INC: S&P Assigns 'B' Rating on Proposed $600MM Term Loan UTZ QUALITY: Moody's Cuts CFR & Secured First Lien Term Loan to B2 VISTAGEN THERAPEUTICS: Enters Exclusive Negotiation Deal With Fuji VITAL PHARMACEUTICALS: After Assets Sold, Unsecureds to Get 1%+ VITAL PHARMACEUTICALS: Seeks Conditional Approval of Disclosure VIVOS REAL ESTATE: Unsecureds to Get $95K VOYAGER AVIATION: Hires Greenhill & Co as Investment Banker VOYAGER AVIATION: Hires Kurtzman Carson as Administrative Advisor VOYAGER AVIATION: Hires Vedder Price as Special Matters Counsel VOYAGER AVIATION: Seeks to Hire Milbank LLP as Legal Counsel VOYAGER AVIATION: Taps FTI Consulting to Provide CRO, Staff WE ROCK LTD: Plan Sees Sale of NJ Property WESTERN GLOBAL: Unsecureds Get Share of $2M of Unsecured Pool WESTLAKE SURGICAL: Seeks $6MM DIP Loan from eCapital WILLIAMS INDUSTRIAL: Committee Hires Dundon as Financial Advisor WILLIAMS INDUSTRIAL: Committee Hires Morris as Delaware Counsel WILLSCOT MOBILE: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable WILLSCOT MOBILE: S&P Rates New $500MM Senior Secured Notes 'BB-' WINDSOR TERRACE: Hires Stretto Inc. as Claims and Noticing Agent XTREME LINES: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel YAK TIMBER Unsecureds Get Paid in Full After Other Claims ********* 1741 N WESTERN AVE: Case Summary & 10 Unsecured Creditors --------------------------------------------------------- Debtor: 1741 N Western Ave Acquisitions, LLC 1741 N. Western Avenue Chicago, IL 60647 Business Description: 1741 N Western Ave is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 12, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-12072 Debtor's Counsel: Matthew E. McClintock, Esq. GOLDSTEIN & MCCLINTOCK LLLP 111 W Washington Street Suite 1221 Chicago, IL 60602 Tel: (312) 337-7700 Fax: (312) 277-2305 Email: mattm@goldmclaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael N. Lerner as manager and member. 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/DURAGSY/1741_N_Western_Ave_Acquisitions__ilnbke-23-12072__0001.0.pdf?mcid=tGE4TAMA 17841 PALORA: Arturo Cisneros Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for 17841 Palora Manor, LLC. Mr. Cisneros will be paid an hourly fee of $575 for his services as Subchapter V trustee (and trustee administrator at $200 per hour) and will be reimbursed for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705 / (951) 682-9707 Email: Arturo@mclaw.org About 17841 Palora Manor 17841 Palora Manor LLC is a real estate lessor. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15519) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Mark Abbey Slotkin, manager, signed the petition. Judge Sheri Bluebond oversees the case. Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents the Debtor as legal counsel. 2624 E 63RD: Taps Law Office of Narissa A. Joseph as Counsel ------------------------------------------------------------ 2624 E 63rd St. LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Office of Narissa A. Joseph as its counsel. The firm's services include: (a) consulting with the Debtor concerning the administration of its Chapter 11 case; (b) investigating the Debtor's past transactions, commencing actions with respect to its avoiding powers under the Bankruptcy Code, and advising the Debtor with respect to transactions entered into during the pendency of the case; (c) assisting the Debtor in the formulation of a Chapter 11 plan; and (d) providing other legal services as may be required by the Debtor in the interest of the estate. The firm will be paid at these rates: Partner $350 to 400 per hour Associate $275 to 300 per hour Paralegal $75 to $100 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer in the amount of $4,700 from the Debtor. Narissa Joseph, Esq., a partner at the Law Office of Narissa A. Joseph, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Narissa A. Joseph, Esq. LAW OFFICE OF NARISSA A. JOSEPH 305 Broadway, Suite 1001 New York, NY 10007 Tel: (212) 233-3060 Email: njosephlaw@aol.com About 2624 E 63rd St. LLC 2624 E 63rd St. LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E. D. N.Y. Case No. 1-23-42370-ess) on July 5, 2023. In the petition signed by Sarit Shaharabany, president, the Debtor disclosed up to $50,000 in both assets and liabilities. Narissa A. Joseph, Esq., at Law Office of Narissa A. Joseph, represents the Debtor as legal counsel. 502 E JED: Seeks to Hire Pick & Zabicki as Special Counsel ---------------------------------------------------------- 502 E Jed Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Pick & Zabicki LLP as its special counsel. The firm's services include: a. providing legal advice with respect to any transfer, assignment, sale or other disposition of the Premises; b. negotiating the terms of any transfer, assignment, sale or other disposition of the Premises; c. preparing all agreements and documents relating to any transfer, assignment sale or other disposition of the Premises; d. assisting the Debtor with obtaining the Court’s approval of any transfer, assignment, sale or other disposition of the Premises, including attending any related Court hearing(s); e. assisting the Debtor in consummating any transfer, assignment, sale or other disposition of the Premises, including preparing the documents necessary to effectuate a closing and representing the Debtor at the closing; and f. performing other necessary legal services. The firm's hourly rates are as follows: Partners $655 to $815 Associates $590 to $785 Paraprofessionals $175 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. Douglas Pick, Esq., a partner at Pick & Zabicki, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Douglas J. Pick, Esq. PICK & ZABICKI, LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 Email: dpick@picklaw.net About 502 E Jed Realty Corp. 502 E Jed Realty Corp., a company in Astoria, N.Y., filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-41316) on April 18, 2023, with $1 million to $10 million in both assets and liabilities. Judge Nancy Hershey Lord oversees the case. Lawrence F. Morrison, Esq., at Morrison Tenenbaum, PLLC serves as the Debtor's legal counsel. A CAB SERIES: Hires Lewis Roca Rothgerber as Special Counsel ------------------------------------------------------------ A Cab, Series L.L.C seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Lewis Roca Rothgerber Christie LLP as special counsel. The Debtor needs the firm's legal assistance in connection with an appellate case (Appeal No. 85850) pending in the Nevada Supreme Court involving claims by approximately 890 former taxi drivers for alleged violation of the Nevada Minimum Wage Act under the Constitution of the State of Nevada. The firm will be paid at these rates: Daniel Polsenberg $1,030 per hour Abraham Smith $560 per hour Lauren Wigginton $500 per hour Kory Koerperich $440 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Abraham G. Smith, a partner at Lewis Roca Rothgerber Christie LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Abraham G. Smith, Esq. LEWIS ROCA ROTHGERBER CHRISTIE LLP 201 East Washington St. Suite 1200 Phoenix, AZ 85004 Tel: (520) 629-4427 About A CAB Series A CAB Series LLC -- https://www.acablv.com/ -- offers cab services in Las Vegas, Nevada. A CAB Series LLC filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-14361) on Dec. 12, 2022. In the petition filed by Creighton J. Nady, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by Matthew C. Zirzow, Esq. at Larson & Zirzow, LLC. A FAMILY MEMBER: Case Summary & 16 Unsecured Creditors ------------------------------------------------------ Debtor: A Family Member HomeCare Holdings, Inc. 11788 West Sample Road, Suite 105 Coral Springs, FL 33065 Business Description: The Debtor provides home care services to Florida seniors. Chapter 11 Petition Date: September 12, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-17322 Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 500 NE 4th Street, Suite 200 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 Email: chad@cvhlawgroup.com Total Assets: $159,329 Total Liabilities: $2,022,917 The petition was signed by Brian Gauthier as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UUM4AMY/A_Family_Member_HomeCare_Holdings__flsbke-23-17322__0001.0.pdf?mcid=tGE4TAMA ACQUAFREDDA ENTERPRISES: Taps Bronson Law as Bankruptcy Counsel --------------------------------------------------------------- Acquafredda Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Bronson Law Offices, P.C. as its bankruptcy counsel. The Debtor requires legal counsel to: (a) assist in the administration of its Chapter 11 proceeding; (b) prepare or review operating reports; (c) set a bar date; (d) provide for the use of cash collateral, if necessary; (e) review and resolve claims which should be disallowed; and (f) assist in preparing and confirming a Chapter 11 plan. The firm intends to bill the Debtor at the following rates: H. Bruce Bronson $495 per hour Paralegal or legal assistant $150 to $250 per hour The firm received a retainer in the amount of $10,000. As disclosed in court filings, Bronson Law Offices is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, PC 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net About Acquafredda Enterprises, LLC Acquafredda Enterprises, LLC owns five properties in Bronx, NY, having a total aggregate value of $4.25 million based on Debtor's estimate. Acquafredda Enterprises, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-11064) on July 5, 2023. The petition was signed by Susan Acquafredda as managing member. At the time of filing, the Debtor estimated $10,300,100 in assets and $5,177,968 in liabilities. H Bruce Bronson, Esq. at BRONSON LAW OFFICES, P.C. represents the Debtor as counsel. ADMI CORP: S&P Alters Outlook to Negative, Affirms 'B-' ICR ----------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all ratings on U.S.-based ADMI Corp., including its 'B-' issuer credit rating. The negative outlook reflects the possibility that ADMI's operating performance does not materially improve over the next few quarters, which could make it difficult to refinance near-term debt maturities. S&P said, "The outlook revision reflects increased risks around our base case forecast. The cyber incident that occurred in April of this year will have a larger impact on ADMI's financial results in 2023 than we had previously expected. We now anticipate the incident will lower the company's revenue and EBITDA by about $120 million and $110 million, respectively, compared with previous estimates of about $90 million and $60 million, respectively. This reflects additional revenue loss from the temporary shutdown of its Aspen Dental operating systems, payments made to doctors in affected offices, and a provision for bad debt. As a result, we now expect S&P Global Ratings-adjusted leverage will rise above 15x this year, before declining to the 9x-10x range in 2024. At the same time, we expect ADMI will generate negative reported free operating cash flow (FOCF) of about $170 million-$190 million in 2023 before returning to about break-even in 2024. "Although we believe the cyber incident is unlikely to have a material effect on the company's longer-term credit metrics or business prospects, we do still attribute some risk that additional cyber event-related losses or incremental costs to bolster its defenses may further impede operating performance over the near term. Furthermore, results in the company's WellNow and ClearChoice segments have underperformed our expectations, and we have revised our base case forecast to reflect our expectation for weaker underlying performance over the next few quarters. During the second quarter of 2023, WellNow continued to face headwinds largely due to a steeper drop in volume from seasonal variances than typical. We now expect WellNow's revenue to fall close to 20% this year compared with our previous expectation of about a 15% decline. At the same time, EBITDA margins in its ClearChoice segment fell about 200 basis points during the second quarter compared with our expectation for margin improvement. This reflects marketing challenges that have resulted in lower quality lead generation as well as increased competition. In addition, ClearChoice has felt some margin pressure from wage increases as the company looks to improve retention and productivity. While we believe ADMI will continue to benefit from favorable growth prospects in its dental business, improving performance in its WellNow segment is somewhat dependent on favorable negotiations with insurance payors, which is uncertain, in our view. In addition, the dependence of its ClearChoice business on effective advertising has led to increased marketing spending, potentially constraining margins. Moreover, ClearChoice is sensitive to macroeconomic conditions and could be hurt by a recession. "Further underperformance could make it difficult to refinance the 2025 maturities. Close to one-third of ADMI's outstanding debt, consisting of about $875 million of term loan debt and its $450 million revolving credit facility, of which $272 million is outstanding, matures in April 2025. We expect ADMI will pursue refinancing the debt before the maturity date; however, it is uncertain whether the company will be successful given its weak financial metrics and challenging capital market conditions. Moreover, we believe that additional underperformance relative to our current expectations would further diminish its refinancing prospects. "We expect revenue growth in the low-double-digit area in 2024. Our forecast assumes revenue growth is driven by its Aspen division, where ADMI has been able to pass on more aggressive price increases and expand its implant business, which adds incrementally higher dollar value transactions to the revenue mix. Furthermore, although we expect some pull back in de novo investments, the addition of these locations should help support continued top-line growth. In addition, we anticipate cost takeouts related to corporate overhead, workforce restructuring, and procurement will drive gradual improvements to its margin profile. While we expect limited benefit from these actions in 2023 because of the significant pressure on margins in its urgent care business and the impact of the cyber incident, ADMI will likely see improvement in 2024 and beyond as volume and rate pressures in urgent care ease." The negative outlook reflects the possibility that ADMI's operating performance does not materially improve over the next few quarters, which could make it difficult to refinance near-term debt maturities. S&P could lower the rating if: -- The company were unable to show an improving trend in its operations limiting EBITDA growth and FOCF generation, resulting in operating cash flow insufficient to cover capital expenditures (excluding de novo); or -- Its revolving credit facility and term loan were not refinanced in a timely manner. S&P could revise the rating outlook to stable if: -- ADMI were able to refinance its upcoming debt maturities in a manner that S&P would view as consistent with its original terms, and -- S&P expected continued growth and improving profitability in line with its current expectations. AGILETHOUGHT INC: Court Imposes Restrictions on Equity Trading -------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware has entered an order that imposes substantial restrictions on trading in equity interests in AgileThought, Inc. and affiliates. A copy of the order may be found at the following internet address: (http://www.kccllc.net/AgileThought);questions regarding the order may be directed to proposed claims and noticing agent Kurtzman Carson Consultants or proposed counsel for Debtors, Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York 10004 (Attn: Kathryn A. Coleman, Esq. (katie.coleman@hugheshubbard.com) & Christopher Gartman, Esq. (chris.gartman@hugheshubbard.com)); and Potter Anderson & Corroon LLP, 1313 North Market Street, Sixth Floor, P.O. Box 951, Wilmington, Delaware 19801, (Attn: Jeremy W. Ryan, Esq. (jryan@potteranderson.com) & Gregory J. Flasser, Esq. (gflasser@potteranderson.com)). The case number for the bankruptcy action is 23-11294. Dated: Wilmington, Delaware BY ORDER OF THE COURT September 5, 2023 About AgileThought AgileThought is a pure play leading provider of agile software development at scale, end-to-end digital transformation and technology consulting services with diversity across markets and industries. For years, Fortune 1000 companies have trusted AgileThought to solve their digital challenges and optimize mission-critical systems to drive business value. AgileThought's solution architects, cloud specialists, data & AI scientists, engineers, transformation consultants, automation specialists, and other experts located across the United States and across Latin America deliver next-generation software solutions that accelerate digitization across the enterprise. ALDERSON BROADDUS: Seeks Chapter 7 Bankruptcy Protection -------------------------------------------------------- Amanda Albright of Bloomberg News reports that Alderson Broaddus University, a private Baptist university in West Virginia where most students play varsity sports, filed for bankruptcy with plans to liquidate despite a last-minute rescue effort by the state's governor. The university on Thursday, August 31, 2023, filed a Chapter 7 bankruptcy petition, the first step toward handing control of the institution to a court-approved liquidator. Philippi, West Virginia-based Alderson Broaddus -- which counts roughly 700 students -- has for years struggled financially. The university sold municipal bonds in 2012 to fund campus projects, including a stadium that featured a president's box and student housing. About Alderson Broaddus University Alderson Broaddus University is a private Baptist university in West Virginia where most students play varsity sports. Alderson Broaddus University sought relief under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D.W.V. Case No. 23-00427) on August 31, 2023. The Debtor's counsel: Sarah C. Ellis Steptoe And Johnson Tel: (304) 353-8127 E-mail: sarah.ellis@steptoe-johnson.com ALLERGY & ASTHMA: No Resident Complaints, PCO Report Says --------------------------------------------------------- David Crapo, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California his report dated May 18 to July 31, 2023, regarding Allergy and Asthma Center of SW Washington, LLC's healthcare facility. The PCO has been in e-mail contact with two current patients. One patient suggested that one of the healthcare facilities operated by Allergy and Asthma Center had suffered a ransomware attack. To date, the PCO has not obtained evidence of such an attack but is continuing his investigation. Another patient contacted the PCO expressing concerns about the possible closure of one of the healthcare facilities. Neither patient with whom the PCO has been in contact has complained about any patient care or safety issues. The PCO observed that one concern raised by the publicly available information concerning the healthcare provider is that Dr. Jain, who also operates several clinics in Washington, Oregon, California and Idaho, is the only physician on staff with the healthcare provider. Similarly, with the exception of the location in Idaho, Chau Brodnan, a dietician, works at all of locations operated by Dr. Jain. The PCO understands that a significant portion of medical care is provided by nurse practitioners, physician assistants and other physician extenders. However, the PCO is concerned that the healthcare provider's patients risk being short-changed by Dr. Jain's and Ms. Brodnan's simultaneous involvement with locations in several states, although most of them are located in the extended Portland, Oregon metropolitan area, of which Vancouver, Washington is a part. A preliminary analysis of the publicly available sources of information regarding the current performance of Allergy and Asthma Center and its existing structures and policies and procedures reveals a facility that apparently continues to provide the same level of patient care and safety it historically provided since before the bankruptcy filing. However, the PCO awaits receipt of the information previously requested from the healthcare provider to be able to make actual findings concerning the quality of care the patients are receiving. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=x4GBeT from PacerMonitor.com. About Allergy & Asthma Center Allergy & Asthma Center of S.W. Washington, LLC is a Los Angeles-based provider of personalized care for allergies and asthma. Allergy & Asthma Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on March 6, 2023. In the petition signed by its chief executive officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent P. Zurzolo oversees the case. Sheila Esmaili, Esq., at the Law Offices of Sheila Esmaili is the Debtor's bankruptcy counsel. David N. Crapo is the patient care ombudsman appointed in the Debtor's Chapter 11 case. ALLERGY & ASTHMA: PCO Seeks to Hire Lee Hong Degerman as Counsel ---------------------------------------------------------------- David N. Crapo, the patient care ombudsman of Allergy & Asthma Center of S.W. Washington, LLC, seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Lee Hong Degerman Kang & Waimey as his counsel. The firm's services include: (a) reviewing and filing of pleadings and other papers to be filed on behalf of the Ombudsman; (b) representing the Ombudsman in any proceeding or hearing in the Bankruptcy Court, and in any action in other courts where the maintenance, storage, access and destruction of patient medical records may be litigated or affected as a result of these bankruptcy cases in the event that the Ombudsman would be unable to be present for such proceeding or hearing; and (c) advising the Ombudsman concerning the requirements of the local rules of this Court relating to the discharge of his duties under section 333 of the Bankruptcy Code. Lee Hong's current hourly rates are: Eric D. Olson $550 Joseph Koo $395 Soojin Youn $375 Eric Olson, Esq., an attorney with Lee Hong, assured the court that the firm does not represent or hold any interest adverse to the interest of the Debtor or its estate, and is a disinterested person within the meaning of Sections 101(14) and 327(a) of the Bankruptcy Code. The firm can be reached through: Eric D. Olson, Esq. LEE HONG DEGERMAN KANG & WAIMEY 660 S. Figueroa Street, Suite 2300 Los Angeles, CA 90017 Tel: (213) 623-2221 Fax: (213) 623-2211 Email: eolson@lhlaw.com About Allergy & Asthma Center Allergy & Asthma Center of S.W. Washington, LLC is a Los Angeles-based provider of personalized care for allergies and asthma. Allergy & Asthma Center sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11270) on March 6, 2023. In the petition signed by its chief executive officer, Sanjeev Jain, MD, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Vincent P. Zurzolo oversees the case. Sheila Esmaili, Esq., at the Law Offices of Sheila Esmaili is the Debtor's bankruptcy counsel. AN GLOBAL: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of AN Global, LLC and its affiliates. The committee members are: 1. Korn Ferry Attn: William King 1900 Avenue of the Stars, Suite 1500 Los Angeles, CA 90067 Phone: (310) 226-6370 Email: william.king@kornferry.com 2. LinkX S.A. de C.V. Attn: Jose Luis Chacon Cruz Sofocles 112, Polanco II Section Miguel Hidalgo Mexico City, C.P 11530 Phone: 55-78-58-04-72 Email: jlchacon@linkx.mx 3. AT Holdings Group LLC Attn: Dave Romine 1320 Quail Drive Sarasota, FL 34231 Phone: (941) 320-8179 Email: dave.romine@atholdingsgrp.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About AN Global LLC AN Global LLC and 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. 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. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August 28, 2023. In the petition signed by James S. Feltman, chief restructuring officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the case, The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as co-general bankruptcy counsel. The Debtors engaged Garrigues Mexico, S.C. as general Mexican restructuring counsel, Teneo Capital LLC as financial advisor, Guggenheim Securities, LLC as investment banker, and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement. It is also the administrative agent and collateral agent under a prepetition first lien facility. Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP serve as counsel to the Prepetition 1L Agent. ARCHDIOCESE OF BALTIMORE: Considering Chapter 11 Bankruptcy Filing ------------------------------------------------------------------ Jean Marbella and Jonathan M. Pitts of The Baltimore Sun report that the Baltimore Archdiocese is considering filing for bankruptcy as it anticipates a potential flood of lawsuits starting Oct. 1, when a new Maryland law will lift the statute of limitations on claims from those who say they were sexually abused as children, according to internal emails among church officials and a communications specialist. While many have expected the nation’s oldest archdiocese might file for bankruptcy as dioceses in other states have done in the face of child sex abuse lawsuits, an email chain obtained by The Baltimore Sun confirms this is an option under consideration. "I would suggest reverting back to the plan of not 'announcing' until the time of filing, and only confirming, if the media picks up on our internal conversations, that we are sharing information about the upcoming law change," wrote Sean T. Caine of Caine Communications on Friday, September 1, 2023, "what it means, how it might impact the various agencies of the Church, and how the Church may respond." "The issue of bankruptcy was raised among many optional responses," he wrote. Asked about a potential bankruptcy, Christian Kendzierski, the spokesman for the archdiocese, said in an emailed statement that officials are "preparing for the impact of the new law" and "considering how to best respond to it." "The correspondence obtained is part of an internal discussion on one of those possible responses," he said. "No decisions have been made, as the correspondence indicates. Once a path is decided upon, the Archdiocese will share that information." Multiple attorneys already are preparing lawsuits against the Baltimore Archdiocese now that the Maryland General Assembly passed, and Gov. Wes Moore signed, the Child Victims Act, which takes effect Oct. 1, 2023. It lifts a previous statute of limitations on filing claims for childhood sexual abuse. In the past, a victim had only until 20 years past the age of consent, or up to age 38, to file civil lawsuits against offenders. Unlike similar laws passed in other states, the act does not require abuse victims to file lawsuits within a defined, limited timeframe — inside a so-called a "lookback window" — but allows for legal action at any time. The subject has been in the spotlight since November when the Maryland Attorney General's Office released the findings of its investigation of child sex abuse within the archdiocese. It detailed cases of more than 600 children who were sexually abused and tortured by priests and other archdiocese staff over the past 80 years, and said hundreds more likely had gone unreported. The email from Caine, a former spokesman for the archdiocese now in private communications consulting, was part of a chain that included Auxiliary Bishop Adam Parker and Kendzierski. The three were addressing how a potential bankruptcy filing might affect fundraising appeals that were going out to church members. "We speculated that it is possible that the media pick up our intent to file by about the week of September 11, 2023" Parker wrote, "and that we are likely going to consider some proactive messaging with the faithful in that regard the week of September 18, 2023. It sounds like that's when the appeal piece could be landing." "Should we delay and do we anticipate that there will actually be a better time this fall?" Parker continued. "It is really important that we do this mailing at some point." Kendzierski wrote that the final fundraising appeal for the year is being mailed "and should land at homes in the next couple weeks. Not sure how this plays into our timeline and how much risk involved — fall and holiday giving and offertory season." Andrew Freeman, a Baltimore-based attorney who has sued on behalf of child abuse victims, said bankruptcy can slow the process down and even reduce the amount survivors receive from what a jury might award them. He points to the Archdiocese of St. Paul and Minneapolis, which filed for bankruptcy in January 2015 and in May 2018 agreed to create a $210 million settlement fund from which more than 400 survivors of child sex abuse would be compensated. That works out roughly to an average of $500,000 for each survivor — the amounts varied — which Freeman said he would characterize as "substantial." But he has won jury awards exceeding $1 million, including one for $15 million, in abuse cases. "At the end of the day, we are looking forward to obtaining justice for survivors of abuse by clergy and other people related to the church," he said. "They can run but they can’t hide. We will eventually find all the assets and do our best to compensate survivors for the egregious treatment they received at the hands of the church." Should the archdiocese decide to file for bankruptcy, it would become the 36th Catholic entity in the United States to do so, Terry McKiernan, founding president of BishopAccountability.org, an advocacy group that researches and documents sexual abuse cases by Catholic clergy, said. The first was the Archdiocese of Portland, Oregon, which filed for the legal protection in 2004; the most recent, the Archdiocese of San Francisco, took the step amid hundreds of lawsuits last month, becoming the third California diocese to do so this year. Thirty-two of the entities are dioceses or archdioceses, and three are Catholic religious orders. In filing for Chapter 11 bankruptcy, as most of the jurisdictions have done, a diocese is making the case that its liabilities would be so great if it had to pay them all out that it could no longer operate as an ongoing concern, Kathleen Hoke, a professor at the University of Maryland Francis King Carey School of Law who spent years advocating for statute of limitations reform, said. After such a filing is made, the federal bankruptcy court is charged with deciding how much a diocese reasonably can be expected to pay survivors and still remain a viable operation — a decision that typically means reduced payouts for victims, Hoke said. The dates mentioned in the emails do not specify when the archdiocese would file for Chapter 11, but they leave open the possibility it could take the action before the Child Victims Act takes effect — in other words, before any survivors could make a claim under the new law. That would mean "doing it on the basis of prospective liability, based on what is in the Attorney General report and on the General Assembly's passage of the Child Victims Act," Hoke said. "They'd go in and say there are all these claims, some with a significant likelihood of success, and it would crush them." Hoke said if the Baltimore archdiocese did file before Oct. 1, it might be because an early filing date could "trigger certain things, such as when liability starts." Abuse survivors and their advocates have long been at odds with the church over the fairness of bankruptcy filings. Church officials argue that filing for bankruptcy protects the capacity of dioceses to continue carrying out their ministries — and that has proved true in the vast majority of cases — and that bankruptcy is a way to ensure that all victims receive compensation through a single process. Survivors counter that payouts are greatly reduced and that bankruptcy law permits dioceses to be less open with their church records, even in ongoing cases. Hoke added that under bankruptcy law, the court establishes a date by which claimants must file, which she says undercuts the spirit of the Child Victims Act. "The whole purpose of the act is undermined because that person no longer gets the main intended benefit," she said. "They must pursue their claim or it goes away at a certain date." A bankruptcy filing in Maryland would involve a few wrinkles. The battle to get the Child Victims Act passed was long and arduous, and both sides have acknowledged that there's doubt as to whether the complete removal of statutes of limitations on sexual abuse cases is constitutional under state law. The thinking is that the Baltimore archdiocese will simply wait until the first lawsuit is filed under the new law, then challenge its permissibility. That could reduce pressure on the archdiocese to pursue the bankruptcy option. "This is going to be litigated, so as soon as Oct. 1 happens and cases are filed, one case will settle the question of constitutionality, and every other case will be stopped," Hoke said. "If the Maryland Supreme Court says it's constitutional, then those go forward." About the Archdiocese of Baltimore Archdiocese of Baltimore operates as a non-profit religious organization. The Organization provides catholic charities, chancery, pastoral council, policies, presbyteral council, and child and youth protection. ARCHDIOCESE OF NEW ORLEANS: To Sell Properties to Pay Abuse Claims ------------------------------------------------------------------ Poet Wolfe of Nola.com reports that the Archdiocese of New Orleans is seeking bankruptcy court approval to put several New Orleans properties on the market, part of a plan to settle potentially hundreds of claims of child sex abuse as it seeks to exit Chapter 11 bankruptcy protection. The seven properties and four vacant lots, if sold at their asking prices, would generate some $10.4 million. A hearing on September 21, 2023 will determine if the archdiocese can move forward with selling the properties. If approved, the properties will be on the market in late September. Main story: Archdiocese of New Orleans plans sales of vast real estate holdings to pay abuse claims Below are the properties that are pending approval and their asking prices. St. Jude Community Center - $1.95 million. Catholic Bookstore - $1 million. Sacred Heart of Jesus Church - $2.275 million Bishop Perry Community Center - $1.95 million. The St. Jude Community Center and the Catholic Bookstore currently house establishments. The other properties on the market -- the Sacred Heart of Jesus Church and the Bishop Perry Community Center -- remain vacant or empty. Along with the properties, the archdiocese is looking to sell one lot next to the Catholic Bookstore and one lot next to the residency of the archbishop. The two other lots are located on South Rampart Street, facing 1000 Howard Avenue. These lots will be listed for $3.2 million. About The Roman Catholic Church of the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans -- https://www.nolacatholic.org/ -- is a non-profit religious corporation incorporated under the laws of the State of Louisiana. Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes: Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. Jones Walker, LLP and Blank Rome, LLP, serve as the archdiocese's bankruptcy counsel and special counsel, respectively. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 5 appointed an official committee of unsecured creditors on May 20, 2020. The committee is represented by the law firms of Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. BANQ INC: Hires Goodwin Procter LLP as Special Litigation Counsel ----------------------------------------------------------------- Banq Inc. seeks approval from the U.S. Bankruptcy Court for the District of Nevada to employ Goodwin Procter LLP as special litigation counsel. The Debtor needs the firm's legal assistance in connection with a case (Case No. 2:22-cv-00773) filed in the United States District Court for the District of Nevada against Scott Purcell, George Georgiades, Kevin Lehtiniitty, Fortress NFT Group, Inc. d/b/a Fortress Blockchain Technologies, and Planet NFT, Inc., asserting claims for violations of the Defend Trade Secrets Act, the Nevada Uniform Trade Secrets Act, the Computer Fraud and Abuse Act, and the Unlawful Acts Regarding Computers, as well as conversion, fraud, interference with prospective economic advantage, breach of fiduciary duty, aiding and abetting breaches for fiduciary duties, negligence for spoliation, and unjust enrichment; and an appeal (Case No. CACE22013341) pending in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred and agrees to a 10 percent discount on its hourly rates and an initial cap of $50,000. The firm has unpaid accounts receivable in the total amount of $649,693.31 for services previously rendered and costs incurred in the Federal District Court Action. Darryl M. Woo, Esq, a partner at Goodwin Procter LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Darryl M. Woo, Esq GOODWIN PROCTER LLP Three Embarcadero Center, 28th Floor, San Francisco, CA 94111 Tel: (415) 733-6000 About Banq Inc. Banq Inc. is a developer of digital payment, banking and crypto systems. Banq Inc. filed a Chapter 11 petition (Bankr. D. Nev. Case No. 23-12378) on June 13, 2023. In the petition signed by Joshua Sroge, CEO, the Debtor disclosed $17,725,914 in assets and $5,451,447 in liabilities. Bart Larsen, Esq., of SHEA LARSEN PC, is the Debtor's counsel. BAUSCH + LOMB: Moody's Rates New Senior Secured Term Loan 'B1' -------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the new senior secured debt instruments of Bausch + Lomb Corporation and Bausch + Lomb Escrow Corp. (collectively "Bausch + Lomb"), indirect subsidiaries of Bausch Health Companies Inc. ("Bausch Health"). The assigned ratings included a B1 rating on the new senior secured term loan of Bausch + Lomb Corporation, and a B1 rating on the new senior secured notes offering of Bausch + Lomb Escrow Corp., which will be merged into Bausch + Lomb Corporation. There are no changes to Bausch + Lomb's existing B1 senior secured rating, or to Bausch Health's existing ratings. These include the Caa2 Corporate Family Rating, the Caa3-PD Probability of Default rating, the Caa1 and Caa3 ratings on certain senior secured credit facilities and secured notes, the Ca senior unsecured rating and the SGL-3 Speculative Grade Liquidity Rating. The outlook on all entities remains negative, and the outlook for Bausch + Lomb Escrow Corp. is assigned as negative. The new secured term loan and senior notes will be used to fund Bausch + Lomb's pending acquisition of the eyecare drug Xiidra and several other ophthalmology assets from Novartis AG. Assignments: Issuer: Bausch + Lomb Corporation Senior Secured Term Loan, Assigned B1 Issuer: Bausch + Lomb Escrow Corp. Senior Secured Global Notes, Assigned B1 Outlook Actions: Issuer: Bausch + Lomb Escrow Corp. Outlook, Assigned Negative RATINGS RATIONALE Bausch + Lomb's B1 senior secured rating considers the company's strong presence in the global eyecare market, its solid growth prospects, and its moderate financial leverage on a stand-alone basis. However, the rating also reflects 88.7% ownership of Bausch + Lomb by Bausch Health Companies Inc., which has a Caa2 Corporate Family Rating. Despite not being a guarantor of Bausch Health's debt obligations, Bausch + Lomb's financial flexibility is constrained until a full separation occurs. This is because its operations and financial policies are controlled by the parent company, which faces material credit risks related to high financial leverage and an unresolved patent challenge on Xifaxan. Bausch + Lomb's B1 senior secured rating considers that recovery prospects are considerably stronger than those of other obligations of Bausch Health based on strong asset coverage of debt. Bausch Health's Caa2 Corporate Family Rating reflects its high financial leverage, with gross debt/EBITDA over 7x on a consolidated basis. The credit profile is constrained by the potential genericization of Xifaxan after an August 2022 court decision that invalidated certain patents and validated others. The generic challenger has yet to launch, but until the ongoing litigation is more substantially resolved the overhang remains and Bausch Health's capital structure is untenable. Amid these challenges, a planned separation of Bausch + Lomb would increase business risks of the remaining company due to reduced scale and diversity. The likelihood and timing of a separation remain uncertain as the company evaluates many factors including legal exposures related to the proposed separation. These risks are tempered by the company's significant global scale and diversity. Underlying utilization trends of most of the company's core products are solid. The credit profile is supported by solid free cash flow prior to any generic Xifaxan launch. Bausch Health's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity. While free cash flow will remain good if there is no launch of generic Xifaxan, a generic launch would materially reduce free cash flow. Further, it would result in declining cushion under the financial maintenance covenant of the revolver, i.e. first lien leverage of less than 4.0x. There are no material debt maturities through 2024 other than ongoing term loan amortization, but Bausch Health's long term debt maturities will be $2.6 in 2025 albeit in the fourth quarter. Bausch Health's CIS-5 score indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. This primarily reflects significant governance exposures reflected in the G-5 score. These include elevated financial strategy and risk management risks associated with persistently high financial leverage, now exacerbated by the potential for a generic Xifaxan launch. In addition, management conducted a debt exchange transaction in 2022 that Moody's viewed as a distressed exchange. The outlook for all entities is negative. Although a separation of Bausch + Lomb would be credit positive for Bausch + Lomb and credit negative for Bausch Health, the separation remains uncertain. Further, there are events that would be negative for the entire family, such as a generic launch of Xifaxan, which Moody's believes would make the Bausch + Lomb separation even less certain. Several pending court outcomes in the coming months will provide greater clarity on the likelihood of a generic Xifaxan launch. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Bausch + Lomb's ratings include solid operating performance and executing the separation from Bausch Health. Factors that could lead to a downgrade of Bausch + Lomb's ratings include failure to effect the separation combined with a degradation in Bausch Health's credit quality. Factors that could lead to an upgrade of Bausch Health's ratings include consistent earnings growth, successful pipeline execution of new rifaximin formulations, and significant resolution of outstanding legal matters including the Xifaxan patent challenge. Factors that could lead to a downgrade of Bausch Health's ratings include operating setbacks, large litigation-related cash outflows, or an adverse outcome in the unresolved Xifaxan patent challenge. Bausch + Lomb Corporation, a subsidiary of Bausch Health Companies Inc., is a global eyecare company with revenues for the 12 months ended June 30, 2023 of $4.0 billion. Bausch Health Companies Inc. is a global company that develops, manufactures and markets a range of pharmaceutical, medical device and over-the-counter products. These are primarily in the therapeutic areas of eye health, gastroenterology and dermatology. Revenues for the 12 months ended June 30, 2023 totaled approximately $8.4 billion including Bausch + Lomb. The principal methodology used in these ratings was Pharmaceuticals published in November 2021. BAUSCH + LOMB: S&P Rates $500MM Term Loan & $1.4BB Sec. Notes 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level ratings to Bausch + Lomb Corp.'s proposed $500 million term loan B and Bausch & Lomb Escrow Corp.'s proposed $1.4 billion senior secured notes. The new debt will rank pari passu with the company's existing senior debt, which we rate at the same level. The recovery rating is '3', reflecting its expectation for meaningful recovery (50% to 70%; rounded estimate 50%) in the event of payment default. B+L will use the proceeds to fund the previously announced acquisition of the ocular surface pharmaceuticals portfolio of Novartis, including Xiidra, a treatment for dry eye disease. Issue Ratings - Recovery Analysis Key analytical factors -- B+L's capital structure consists of a $500 million revolving credit facility ($250 million outstanding), $2.5 billion term loan due 2027 ($2.475 billion outstanding), proposed $500 million term loan due 2028, and proposed $1.4 billion senior notes due 2028. -- S&P's simulated default scenario contemplates a default in 2025. -- S&P assumes the revolver would be 85% drawn at the time of default. -- S&P estimates EBITDA would need to decline by approximately 50% for the company to default, representing a sharp deterioration. S&P values the company as a going concern. -- In S&P's default scenario, it assumes the earnings deterioration would result from intensifying competition that would depress prices and erode margins, significantly reducing the company's value. -- S&P applies a 6x multiple to Bausch + Lomb's emergence EBITDA because of its entrenched position in the vision care market. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $471 million -- EBITDA multiple: 6.0x Simplified waterfall -- Gross recovery value: $2.825 billion -- Net recovery value (after 5% administrative costs): $2.684 billion -- Total value to first-lien claims: $2.684 billion -- Total first-lien claims: $4.922 billion --Recovery expectations: 50%-70%; rounded estimate: 50% All debt amounts include six months of prepetition interest. BELA FLOR: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Bela Flor Nurseries, Inc. and its affiliates. The committee members are: 1. Ball Horticultural Company Alene Mangino 622 Town Rd. West Chicago, IL 60185 Phone: 630-206-3768 Email: amangino@ballhort.com 2. East Jordan Plastics, Inc. Peter Byron, CFO P.O. Box 575, East Jordan, MI 49727 Phone: 231-536-2243, x3187 Email: peter.byron@ejplastics.com 3. Express Seed Company Justin Kasmarcak, Controller 51051 US Hwy 20 Oberlin, OH 44074 Phone: 440-776-4014 Email: jkasmarcak@expressseed.com 4. Landmark Plastic Corporation Glen Betts, CFO 1331 Kelly Ave. Akron, OH 44306 Phone: 330-319-2690 Email: gbetts@landmarkplastic.com 5. The HC Companies, Inc. Ramon Alarcon, Asst. Controller P.O. Box 738 Middlefield, OH 44062 Phone: 440-632-3346 Email: ralarcon@hc-companies.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Bela Flor Bela Flor Nurseries, Inc. operates in the horticulture and retail gardening industry. The company currently grows from seed and cutting annual flowers, vegetables, bulbs, and floral items for wholesalers, landscapers and retailers. Bela Flor Nurseries sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. N. Texas, Case No. 23-42469) on August 22, 2023. In the petition filed by its chief restructuring officer, Mark Shapiro, Bela Flor reported $10 million to $50 million in both assets and liabilities. The Hon. Mark X. Mullin oversees the cases. The Debtor tapped Husch Blackwell LLP as counsel, and B. Riley Advisory Services as chief restructuring officer. BELMONT TRADING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Belmont Trading Co., Inc. 555 Huehl Rd. Northbrook, IL 60062 Business Description: The Debtor offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. Chapter 11 Petition Date: September 12, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-12083 Judge: Hon. Janet S. Baer Debtor's Counsel: O. Allan Fridman, Esq. LAW OFFICE OF ALLAN FRIDMAN 555 Skokie Blvd 500 Northbrook, IL 60062 Tel: 847-412-0788 Fax: 847-412-0898 Email: allan@fridlg.com Total Assets: $2,575,764 Total Liabilities: $15,773,104 The petition was signed by Igor Boguslavsky 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/723CKFQ/Belmont_Trading_Co_Inc__ilnbke-23-12083__0001.0.pdf?mcid=tGE4TAMA BIJOU HILL: Committee Hires Wadsworth Garber as Counsel ------------------------------------------------------- The official committee of unsecured creditors of Bijou Hill Dairy, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as counsel. The committee requires the firm to investigate the Debtor's business affairs, analyze plan formulation, investigate claims arising under Chapter 5 of the Bankruptcy Code, and general matters relating to Debtor's bankruptcy case. The firm will be paid at these rates: David V. Wadsworth $475 per hour Aaron A. Garber $475 per hour David J. Warner $400 per hour Aaron J. Conrardy $400 per hour Lindsay S. Riley $325 per hour Justin Carpenter $225 per hour Paralegals $125 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Aaron J. Conrardy, a partner at Wadsworth Garber Warner Conrardy, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David V. Wadsworth, Esq. Aaron J. Conrardy, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Email: dwadsworth@wgwc-law.com aconrardy@wgwc-law.com About Bijou Hill Dairy, Inc. Bijou Hill Dairy, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 23-13238) on July 21, 2023, with $3,650,705 in total assets and $4,486,904 in total liabilities. Larry Pearson, president, signed the petition. Judge Michael E. Romero oversees the case. Allen Vellone Wolf Helfrich & Factor PC serves as the Debtor's legal counsel. The U.S. Trustee for Region 19 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Wadsworth Garber Warner Conrardy, P.C. CAPPAERT MANUFACTURED: Robert Byrd Named Subchapter V Trustee ------------------------------------------------------------- David Asbach, Acting U.S. Trustee for Region 5, appointed Robert Byrd, Esq., at Byrd & Wiser, as Subchapter V trustee for Cappaert Manufactured Housing, Inc. Mr. Byrd will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Byrd declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Robert A. Byrd, Esq. Byrd & Wiser P.O. Drawer 1939 Biloxi, MS 39533 Phone: (228) 432-8123 Fax: (228) 432-7029 Email: rab@byrdwiser.com About Cappaert Manufactured Cappaert Manufactured Housing, Inc. is a home builder in Vicksburg, Miss. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 23-01955) on Aug. 25, 2023, with $1 million to $10 million in both assets and liabilities. Michael Cappaert, president, and Patty Cappaert, POA for Michael Cappaert, signed the petition. Judge Jamie A. Wilson oversees the case. Walter Newman IV, Esq., at Newman & Newman represents the Debtor as legal counsel. CARVANA CO: Completes Debt Restructuring to Cut $1.3 Billion Debt ----------------------------------------------------------------- Erin Hudson of Bloomberg Law reports that Carvana Co. has completed its debt restructuring with a majority of creditors agreeing to participate in the deal, slashing about $1.3 billion of debt and saving the company more than $455 million of interest expense annually over the next two years. Participating creditors exchanged about $5.5 billion in unsecured bonds with maturities ranging from 2025 through 2030 for roughly $4.2 billion of senior secured notes that come due starting in 2028 through 2031, according to a statement by the used-car retailer. Carvana Co. (NYSE: CVNA) on Aug. 31, 2023, announced the final results of its previously announced debt exchange offers that will provide the Company with significant financial flexibility as it continues to execute its profitability and growth plan by reducing total debt by over $1.325 billion, extending maturities and lowering near-term cash interest expense by more than $455 million each year for the next two years. In the Exchange Offers, holders had the opportunity to exchange their outstanding 5.500% Senior Notes due 2027, 5.875% Senior Notes due 2028, 4.875% Senior Notes due 2029 and 10.250% Senior Notes due 2030 for three tranches of new senior secured notes. The Company further announced the expiration and completion of its concurrent cash offer to purchase any and all of the Company’s outstanding 5.625% Senior Notes due 2025. The settlement of the Offers is expected to occur on September 1, 2023, unless extended or terminated and subject to certain terms and conditions. About Carvana Co. Founded in 2012 and based in Tempe, Arizona, Carvana Co. -- http://www.carvana.com-- is an e-commerce platform for buying and selling used cars. Carvana.com allows someone to purchase a vehicle from the comfort of their home, completing the entire process online, benefiting from a 7-day money back guarantee, home delivery, nationwide inventory selection and more. Customers also have the option to sell or trade-in their vehicle across all Carvana locations, including its patented Car Vending Machines, in more than 300 U.S. markets. Carvana Co. reported a net loss of $2.89 billion for the year ended Dec. 31, 2022, compared to a net loss of $287 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $8.70 billion in total assets, $9.75 billion in total liabilities, and a total stockholders' deficit of $1.05 billion. * * * As reported by the TCR on July 21, 2023, S&P Global Ratings lowered its issuer credit rating on Carvana Co. to 'CC' from 'CCC'. S&P said, "The negative outlook reflects our expectation that we will lower our issuer credit rating to 'D' (default) upon completion of the proposed exchange. Shortly after restructuring, we would raise the ratings to a level that reflects the ongoing risk of a conventional default or future distressed restructurings." CARVANA CO: S&P Ups ICR to 'CCC+' Following Distressed Exchange --------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.–based Carvana Co. to 'CCC+' from 'D'. At the same time, S&P raised its issue-level rating on the company's senior unsecured debt to 'CCC-' from 'D' with a '6' recovery rating (0%-10%; rounded estimate: 0%). S&P said, "The negative outlook reflects our expectation that we could downgrade the company if the company's performance were to deteriorate further such that we believe liquidity would become constrained or if we believe there is a likelihood the company could conduct a distressed restructuring over the next 12 months. The upgrade to 'CCC+' reflects the near-term improvement in the company's liquidity position, though the capital structure remains unsustainable. The distressed debt restructuring reduces the company's cash interest burden by about $456 million annually and its debt load by about $1.3 billion. While the restructuring reduces debt and improves liquidity over the next 24 months by reducing cash interest expense, we believe the company's capital structure remains unsustainable. This is due to its weak earnings profile and the substantial PIK interest, which will cause the company's debt load to increase over the next two years. "Furthermore, we believe the company's liquidity improvement is only temporary and its liquidity will come under pressure once the PIK debt converts to cash interest in two years. Mandatory cash interest payments on the senior notes start in early 2026, and we estimate the company's required annual cash interest on its senior secured debt will increase to about $487 million, which is about $20 million higher than the cash interest the company was paying on its senior unsecured notes pre-restructuring. We don't forecast the company will generate sufficient EBITDA to cover the substantial cash interest payments. Furthermore, we expect the company to burn cash ahead of 2026, reducing the company's liquidity position by the time cash interest payments will be required. While the company has the option to toggle to cash pay interest on its 2028 and 2030 senior secured notes as well as options to call the bonds at different years, we assume PIK interest over the two years and no bonds called in our base case forecast. "Despite improved earnings and cash flow in 2023, we expect earnings will drop and free cash flow will turn negative in 2024. Through 2023 the company dialed back its growth strategy, resulting in a first half 2023 sales decline of 24.5%. The company refocused its efforts on improving unit economics and reigning in selling, general, and administrative expenses (SG&A), which resulted in positive EBITDA in the second quarter of 2023. Roughly half of the EBITDA generated in the second quarter was due to nonrecurring loan sales and a release of inventory allowance, which we don't expect will repeat in 2024. Given the improved second quarter performance and third quarter outlook, we forecast the company will generate positive EBITDA margins of about 3.0%-3.5% in 2023 due to the benefit from one-time loan sales, improved unit economics, and lower SG&A--primarily from headcount reductions and reduced advertising spend. "While we believe that Carvana can drive some unit cost improvements, we don't believe the company will be able to fully replace the benefit of substantial nonrecurring loan sales. Furthermore, as advertising and operating costs increase to support topline growth, we expect EBITDA margins will decline to about 2.0%-2.5% in 2024. The company expects to improve longer-term profitability through lowering reconditioning costs, expanding customer sourcing, and adding additional revenue streams. However, we believe the company hasn't demonstrated a track record of consistently generating meaningful positive EBITDA while simultaneously growing its topline without benefitting from substantial loans sales or a low interest rate demand environment. In addition, as S&P Global economists expect the U.S. economy to slow into 2024, there is continued uncertainty regarding both demand and pricing for used vehicles. "We forecast the company to generate positive free cash flow of at least $200 million in 2023 as the company benefits from a large one-time reversal in its working capital primarily through inventory reduction. However, we don't expect this working capital benefit will repeat in 2024, and we expect earnings to decline. As such we believe that despite the lower cash interest expense, the company will return to generating a free cash flow deficit in 2024. While we expect this cash burn to be much more modest at around $100 million annually, it puts the company in a more vulnerable liquidity position over time, especially as cash interest payments resume on its senior secured debt by 2026. "The negative outlook reflects our expectation that we could downgrade the company if its performance were to deteriorate further such that we believe liquidity would become constrained or if we believe there is a likelihood the company could conduct a distressed restructuring over the next 12 months." S&P could lower the rating if: -- The company's liquidity deteriorates further such that S&P believes it could become constrained due to earnings underperformance and greater-than-expected cash burn; or -- The likelihood of a debt restructuring increases. S&P could revise the outlook to stable or positive if: -- The company demonstrates a track record of generating increasing and positive EBITDA while growing sales; and -- The company sustainably generates positive free cash flow generation and sustains adequate liquidity in advance of the cash interest payment requirements in 2026. S&P said, "Environmental and social credit factors have no material influence on our credit rating analysis, as increased demand for electrified vehicles will not have a meaningful impact on its business model as an online retailer of used vehicles. Carvana sells vehicles through its platform regardless of the propulsion system, and we expect the potential adoption of EV vehicles (new and used vehicles) will not be a significant impact demand for used ICE vehicles in the near term. "Governance factors are a moderately negative consideration for our ratings analysis as we view the controlling ownership by its founders as demonstrating corporate decision-making that prioritizes the interests of the controlling owners over other shareholders. This structure in our view could also limit the effectiveness of the board of directors." CHARLES & 20: Hires Nadler and Associates LLC as Accountant ----------------------------------------------------------- Charles & 20, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Nadler and Associates, LLC as accountant. The firm will assist the Debtor in the preparation of operating reports, financial statements, and returns and reports for taxing authorities. The firm will be paid at these rate of $350 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. L.G. Nadler, a partner at Nadler and Associates, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: L.G. Nadler Nadler and Associates, LLC 300 Garden City Plaza, #419 Garden City, NY 11530 About Charles & 20, LLC Charles & 20, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C.Y. Cheng, member and owner, signed the petition. Judge Nancy V. Alquist oversees the case. Tydings & Rosenberg, LLP is the Debtor's legal counsel. COGECO COMMUNICATIONS: S&P Rates Revolving Credit Facility 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Cogeco Communications (USA) Inc.'s proposed $900 million term loan B due in 2030, $400 million farm credit term loan due in 2028, and $250 million revolving credit facility due in 2028. Core financing subsidiary Cogeco Communications Finance (USA) L.P. issued the term loans and Cogeco US Finance LLC the revolver. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. The company will use the term loan proceeds along with $177 million of balance sheet cash and about a $130 million revolver draw to refinance its $1.58 billion term loan B due in 2025 and pay related transaction fees and expenses. S&P said, "Because the transaction is relatively leverage neutral, our 'BB' issuer credit rating and stable outlook on Cogeco are unchanged. Furthermore, we view the transaction as modestly favorable because it extends Cogeco's debt maturity profile. Our estimated recovery in a simulated default improves to 55% from 50% because of fewer secured claims in a default scenario, still within the 50%-70% range, for a '3' recovery rating." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P said, "Our simulated default scenario assumes Cogeco's competitive position deteriorates following an unforeseen technological disruption that allows its rivals to offer comparable broadband speeds. We believe that such a scenario would affect the entire industry, particularly small and midsize cable operators that depend more on broadband earnings than their larger peers. Our default scenario also considers competitive pressures from cable overbuilders and incumbent telephone companies such as AT&T Inc. and, to a lesser extent, Verizon Communications Inc. if the cost of fiber overbuilding substantially declines." -- S&P values the company on a going-concern basis using a 6x multiple of its projected emergence EBITDA. This multiple is in line with those it uses for other small incumbent cable operators such as Midcontinent Communications, which also has overbuilt assets. -- Other default assumptions include the revolver being 85% drawn and all debt amounts including six months of prepetition interest. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $243 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 5% administrative costs): $1.4 billion -- Valuation split: 100%/0% -- Collateral value available to secured claims: $1.4 billion -- Secured debt: $2.4 billion --Recovery expectations: 50%-70% (rounded estimate: 55%) CORRELATE ENERGY: Channing Chen Quits as CFO; Replacement Named --------------------------------------------------------------- Channing Chen has resigned as chief financial officer of Correlate Energy Corp. On Sept. 7, 2023, the Company's board of directors appointed Todd Michaels, its CEO, to serve as interim chief financial officer until his earlier resignation or removal. Mr. Chen's resignation as CFO is not the result of any disagreement related to the operations, policies or practices of the Company, as disclosed by the Company in a Form 8-K filed with the Securities and Exchange Commission. About Correlate Correlate Energy Corp. (OTCQB: CIPI), formerly Correlate Infrastructure Partners Inc., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. Correlate reported a net loss of $7.16 million on $3.40 million of revenues for the year ended Dec. 31, 2022, compared to a net loss of $90,249 for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $2.26 million in total assets, $5.06 million in total liabilities, and a total stockholders' deficit of $2.80 million. Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has suffered recurring losses from operations and has not generated positive cash flows which raises substantial doubt about its ability to continue as a going concern. COTY INC: Moody's Affirms 'Ba3' CFR & Alters Outlook to Positive ---------------------------------------------------------------- Moody's Investors Service affirmed all the existing ratings of Coty Inc., including Coty's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, Ba2 ratings on the revolving credit facility and senior secured notes, and the B2 rating on its senior unsecured notes. At the same time, Moody's assigned a Ba2 rating to Coty's proposed EUR500 million senior secured notes due 2028. The SGL-1 speculative grade liquidity rating is unchanged. The rating outlook changed to positive from stable. Proceeds from the new senior secured notes will be used to pay down the outstanding balance of the revolving credit facility. Moody's considers this transaction as leverage neutral but credit positive as it extends the maturity profile at a manageable cash interest cost. The transaction also increases the fixed debt portion in the company's capital structure, reducing the volatility of interest cost in this rising interest rate environment. The affirmation of the ratings reflect that Coty's debt-to-EBITDA remains high at 5.1x for the 12 month ending June 30, 2023. Nevertheless, the company continues to strengthen its balance sheet, including pushing out debt maturities. Coty fully repaid its term loans in August and the next earliest debt maturity is in April 2026. Moreover, the company continues to generate strong free cash flow and focus on reducing financial leverage. The change in the rating outlook to positive from stable reflects Moody's view that the company's focus on reducing leverage through earnings growth and debt repayment from free cash flow and asset sales could position the company for an upgrade over the next 12-18 months. Moody's expects the company to reduce debt-to-EBITDA to about 4.0x in the next 12 months. Assignments: Issuer: Coty Inc. Senior Secured Regular Bond/Debenture, Assigned Ba2 Affirmations: Issuer: Coty Inc. Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Senior Secured Bank Credit Facility, Affirmed Ba2 Senior Secured Regular Bond/Debenture, Affirmed Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed B2 Outlook Actions: Issuer: Coty Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Coty's Ba3 CFR reflects the company's good market position and improved operating performance that is leading to sizable annual free cash flow, and the company's commitment to delever. Moody's anticipates debt-to-EBITDA to improve to about 4.0x in the next 12 months from 5.1x as of June 30, 2023 primarily due to earnings improvement as well as further debt repayment funded by free cash flow and asset sales. Coty's earnings growth is supported by a recovery and expansion from color cosmetics and travel retail, healthy demand and higher penetration in prestige fragrance, product premiumization and innovation, continued focus on marketing and brand support, as well as well-timed expansion in skincare and China. The rating also reflects Moody's view that the company will generate strong free cash flow over the next year as a result of good earnings growth, disciplined capital spending, additional cost savings, and working capital management. Moody's believes Coty's commitment to deleverage is in part motivated by a desire to improve financial flexibility to restart the dividend, which would weaken free cash flow. Moody's assumes that any dividend resumption would be to a level that preserves significant annual free cash flow. Coty's product portfolio has a concentration in fragrance and color cosmetics, the two categories that Moody's views as more exposed to earnings volatility in an economic downturn compared to skincare and haircare, which was evidenced by significant category revenue declines in 2020. Nevertheless, recent strong sector growth and higher penetration in prestige fragrance compared to the pre-pandemic level is helping to expand Coty's gross margin. The free cash flow provides the company further financial flexibility to invest in marketing and product development, as well as other strategic pillars such as skincare. Coty is more concentrated than its primary competitors in mature developed markets in the US and Western Europe. Moreover, Coty relies more heavily on licenses to support its prestige brands relative to greater ownership of its mass beauty brands. That said, lower exposure to China benefited the company in the last two years when China was under strict coronavirus lockdowns and certain of Coty's competitors were much more negatively impacted. As there are no major licenses up for renewal in the next five years, brand licensors switching partners is a longer-term risk. The risk is somewhat mitigated by Coty's good manufacturing, distribution and marketing capabilities, and successful prestige product launches. The top six licensing brands are also owned by different organizations, which creates some diversification. Coty's ratings are also supported by the company's large scale, its portfolio of well-recognized brands, and good product and geographic diversification. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The positive outlook reflects Moody's expectation that Coty will continue to generate strong earnings and use free cash flow and proceeds from asset sales to repay debt and reduce debt-to-EBITDA leverage to a about 4.0x by fiscal 2024. The positive outlook also reflects Moody's expectation that the company will only resume dividend payments after the company meets its mid to long-term target leverage ratio of 2.0x-3.5x (based on the company's calculation) and the company will maintain at least good liquidity. Coty's ratings could be downgraded if operating performance deteriorates due to market share losses, revenue declines or an inability to mitigate cost increases. Coty's ratings could also be downgraded if it fails to reduce debt-to-EBITDA to below 4.5x, free cash flow-to-debt is below 7% or if the company pursues material debt funded acquisitions or shareholder distributions. A deterioration in liquidity could also lead to a downgrade. Coty's ratings could be upgraded if the company sustains good operating performance including organic revenue growth while at least maintaining the EBITDA margin. Coty would also need to sustain debt-to-EBITDA below 4.0x and retained cash flow to net debt above 12% factoring in a potential dividend reintroduction to be considered for an upgrade. The company would also need to maintain financial policies that sustain these credit metrics. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Coty Inc., a public company headquartered in New York, NY, is a manufacturer and marketer of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 150 countries. The company generated roughly $5.6 billion in revenue for the twelve-month ending June 30, 2023. Coty is 53% owned by investment firm JAB Holding Company S.a.r.l. (JAB), with the rest publicly traded or owned by management. COTY INC: S&P Rates 500MM Euro-Denominated Sr. Secured Notes 'BB' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating to Coty Inc.'s proposed 500 million euro-denominated senior secured notes due 2028. The recovery rating is '2', reflecting S&P's expectation for substantial (70%-90%; rounded estimate 80%) recovery in the event of a payment default. S&P expects the company will use the net proceeds from the proposed notes to repay a portion of borrowings outstanding under the revolving credit facility. The transaction is leverage neutral. Coty has fully paid off its USD and Euro Term loan. Total debt outstanding pro forma for the transaction was about $4.3 billion. S&P said, "All of our existing ratings on the company, including our 'BB-' issuer credit rating, 'BB' senior secured debt rating, and 'BB-' senior unsecured debt rating are unchanged by the transaction. The outlook is stable. We expect the company will continue to execute on stabilizing and growing its consumer beauty business, accelerating its luxury fragrance business and building its skincare business in fiscal 2024. However, we note these results could be delayed given current macroeconomic uncertainty. "We expect additional pricing in the first quarter of 2024, volume growth from both prestige and consumer beauty business, and positive mix shift to drive topline growth in fiscal 2024. We also anticipate the company will maintain its momentum in both its prestige and consumer beauty businesses due to continued strong demand for fragrance and ongoing premiumization. We forecast Coty will modestly expand its EBITDA margin with support from pricing, removing costs in areas that generate low value, and advertising and consumer promotion (A&CP) savings. Therefore, we forecast its S&P Global Ratings-adjusted leverage will improve toward 4x by the end of fiscal 2024." CPI LUXURY: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of CPI Luxury Group. About CPI Luxury Group CPI Luxury Group, a producer of cultured pearls, filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11059) on July 30, 2023, with $10 million to $50 million in both assets and liabilities. Harold Jabarian, chief executive officer, signed the petition. Judge Victoria S. Kaufman oversees the case. M. Douglas Flahaut, Esq., at ArentFox Schiff, LLP represents the Debtor as legal counsel. CREATIVE ARTISTS: Moody's Assigns B2 CFR & Rates New $425MM Loan B2 ------------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Creative Artists Agency, LLC (New), herein referred to as CAA. The B2 rating on the existing term loan and revolving credit facility (which will be upsized by $76 million to $271 million) was affirmed and will be moved to CAA (New). Moody's also assigned a B2 rating to CAA (New)'s proposed $425 million term loan. The rating outlook is stable. The ratings action follows Artemis' (the Pinault family's investment company) agreement to acquire a majority ownership position in CAA that was previously held by TPG Capital. The prior CFR, PDR and outlook of the predecessor CAA entity will be withdrawn upon closing of the transaction. The net proceeds from the new term loan will be used to fund a distribution and redemption of units as well as general corporate purposes. Pro forma leverage increases to 5.6x from 4.6x as of June 30, 2023. Leverage will increase in the near term as EBITDA declines as a result of the impact of the Writers Guild of America (WGA) and Screen Actors Guild (SAG) strikes, but Moody's expect a significant portion of the impact on operating performance will be recovered when the strikes end due to the continuing demand for high quality content. Moody's expects CAA's target leverage level to be unchanged and its acquisitive growth strategy to continue following Artémis' purchase of a majority ownership position. Governance and social considerations were a key driver of the rating action due to the change in ownership and the impact of the WGA and SAG strikes on operating performance. Affirmations: Issuer: Creative Artists Agency, LLC Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 Assignments: Issuer: Creative Artists Agency, LLC (NEW) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Bank Credit Facility, Assigned B2 Outlook Actions: Issuer: Creative Artists Agency, LLC (NEW) Outlook, Assigned Stable Outlook Actions: Issuer: Creative Artists Agency, LLC Outlook, Remains Stable RATINGS RATIONALE CAA's B2 CFR reflects the high leverage level and Moody's expectation that operating results will decrease in the near term until the WGA and SAG strikes are resolved but will recover relatively quickly as a significant portion of impacted revenue are realized in future quarters. CAA derives strength from its size and diversified operations in client representation with leading positions in motion pictures, television, music, publishing, and sports and includes television packaging rights, commercial endorsements, and other business services. The diversified service offering reduces the impact of the strikes as the motion picture and television divisions account for less than half of total revenue. A substantial amount of CAA's costs are also variable and contractual revenue streams will continue to be a recurring source of revenue and cash flow. CAA will continue to benefit from the increasing value of original content worldwide given the ongoing demand for content from traditional media companies and streaming services, although Moody's expects the pace of growth to moderate from existing levels. Concert related revenue is a modest portion of CAA's total revenues, but will likely continue to contribute to growth through 2024 given the strong demand for live entertainment. Sports related revenues benefit from largely contractual revenue streams and will likely expand further as athletes' compensation rises and sports advisory services continue to grow due to strong demand for sports content. Moody's expects CAA will continue to evaluate additional purchases to further increase its scale, geographic footprint, and the range of services offered, despite the change in ownership. ESG CONSIDERATIONS CAA's ESG Credit Impact Score is CIS-4 driven by the company's exposure to governance risks (G-4) due to an aggressive acquisition strategy and high leverage levels including an increase in leverage during the midst of the WGA and SAG strikes. CAA has completed numerous acquisitions and issued additional debt on several occasions during the past few years and purchased International Creative Management LLC (ICM) in 2022. While the ownership has changed, CAA will likely consider additional acquisitions going forward. Moody's anticipates the new owners will be supportive in the event of additional large purchases to help offset the impact on leverage. CAA is a privately owned company. Moody's expects CAA's liquidity will be adequate as a result of approximately $153 million of pro forma cash balance and access to an undrawn $271 million revolver ($10 million due 2024 and $261 million due 2027) following the $76 million upsize of the revolver maturing in 2027. Moody's anticipates that CAA will generate good operating cash flow, but the strikes will weigh on cash flow until film and television production resume. Cash flow is also seasonal and a portion will be used to make distributions to membership holders. Although, a portion of distributions are discretionary and could be reduced if the strike lingers for an extended period. Capex will be modest in FY 2024 but increase in FY 2025 and 2026 as CAA completes the buildout of new office space. Cash flow is also supported by contractual revenue streams. After the strike is resolved, Moody's expects a portion of cash flow to be used for additional acquisitions or distributions to members. The first lien term loan is covenant lite. The revolver is subject to a springing senior secured first lien net leverage covenant of 7.5x when greater than 35% of the revolver is drawn. Moody's expects that CAA will remain within compliance with the financial covenant going forward. The stable outlook incorporates Moody's expectation that operating performance will decline in the near term as a result of the strike. The sports and music divisions as well as other service lines will continue to grow driven by the strong demand for sports content and live music as well as higher compensation for professional athletes. These two divisions and other services will partially offset the effect of the strike. CAA could take additional steps to reduce expenses and help mitigate the impact given the largely variable cost structure, although Moody's doesn't expect the new owners to take any actions that would impair the long term growth outlook for the business. A substantial portion of affected revenue will be recovered when the strike is resolved given ongoing demand for premium content. Absent an extended strike, the comparable impact will be less significant than during the pandemic as the smaller music division won't be impacted as it was previously and some production (foreign content, reality TV, independent films, and others) will continue to be produced. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if CAA's leverage declined to below 4.5x on a sustained basis and free cash flow as a percentage of debt is maintained in the mid to high single percent range. Good organic growth and confidence that the new majority owners would pursue a financial policy in line with a higher rating would also be required. The ratings could be downgraded if CAA's leverage was sustained above 6.5x due to additional debt issue or poor operating performance. A weakened liquidity position could also lead to a downgrade. Creative Artists Agency, LLC (CAA) is a global talent representation agency with leading positions in motion pictures, television, music, publishing, and sports and includes television packaging rights, commercial endorsements, and other business services. Artemis (the Pinault family's investment company) agreed to acquire a majority ownership position from TPG Capital L.P. and other investors in September 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CURO GROUP: Completes Flexiti Sale, Appoints New Director --------------------------------------------------------- CURO Group Holdings Corp. announced Bob Hurzeler, chief executive officer of Flagship Credit Acceptance, has been appointed to CURO's Board of Directors effective Sept. 1, 2023. In addition, CURO also announced it has completed the sale of its Canadian point-of-sale business, FLX Holding Corp. ("Flexiti"), to Questrade Financial Group Inc. After deal and transaction costs, approximately C$39 million of net proceeds were received at closing, inclusive of adjustments for escrow and holdbacks. CURO also expects to receive C$25-30 million in late 2023 and up to C$4 million in subsequent periods, subject to adjustments, in accordance with the terms of the definitive agreement. "We are excited to welcome Bob to the CURO Board. Bob's extensive executive and operational finance experience will provide CURO and its Board with a wealth of relevant knowledge and guidance as we continue to execute our long-term strategy to grow responsibly, execute with excellence and strengthen our foundation," said Doug Clark, chief executive officer of CURO. Mr. Hurzeler has served as the chief executive officer of Flagship Credit Acceptance, an auto lender, since 2019. Prior to joining Flagship, Mr. Hurzeler served as chief operating officer of OneMain Financial, a non-prime lender, from 2014 to 2019. Earlier in his career, Mr. Hurzeler was chief operating officer of Global Lending Services, an auto lender, from 2012 to 2014, and served in various roles of increasing responsibility at Wells Fargo & Company (NYSE: WFC) from 1986 to 2012, including serving as President of Auto Finance from 2008 to 2012. Mr. Hurzeler holds a B.A. in Business from Concordia University-Wisconsin. "I am incredibly honored to join the CURO Board at this very important time as CURO continues to execute on its strategic plan," said Mr. Hurzeler. "I look forward to bringing my consumer finance experience to bear on behalf of CURO and its mission of providing affordable credit solutions for consumers across North America." About CURO CURO Group Holdings Corp. (NYSE: CURO) is a consumer credit lender serving U.S. and Canadian customers for over 25 years. The Company's decades of diversified data power a hard-to-replicate underwriting and scoring engine, mitigating risk across the full spectrum of credit products. The Company operates a number of brands including Cash Money, LendDirect, Heights Finance, Southern Finance, Covington Credit, Quick Credit and First Heritage Credit. CURO reported a net loss of $185.48 million for the year ended Dec. 31, 2022. As of June 30, 2023, the Company had $2.74 billion in total assets, $3.01 billion in total liabilities, and a total stockholders' deficit of $268.37 million. * * * As reported by the TCR on May 26, 2023, S&P Global Ratings raised its issuer credit rating on Curo Group Holdings Corp. to 'CCC+' from 'SD'. The outlook is negative. Also in May 2023, Moody's Investors Service downgraded Curo Group Holdings Corp.'s corporate family rating to Caa2 from Caa1. Moody's said the downgrade was driven by deterioration in the company's credit profile over the past year following the acquisitions of Heights Finance and First Heritage, two near prime installment businesses, and the sale of its legacy US deep subprime lending business. CYPRUS MINES: Christine Anderson Appointed to Tort Committee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 disclosed in a court filing that Christine Anderson has taken the place of Rosemarie Windisch in the official committee of tort claimants appointed in Cyprus Mines Corp.'s Chapter 11 case. As of Sept. 7, the members of the committee are: 1. Hillary Corbett, Representative Estate of Carl F. Lichenstein c/o Audrey Raphael, Esq. Levy Konigsberg LLP 605 Third Ave., NY, NY 10158 Tel: 212-605-6206 Fax: 212-605-6290 E-mail: ARaphael@LevyLaw.com 2. William Gregory, Representative Estate of Sonna Gregory c/o John R. Bevis, Esq. Barnes Law Group, LLC 31 Atlanta Street Marietta, GA 30060 Phone: 770-227-6375 Fax: 770-227-6373 E-mail: bevis@barneslawgroup.com 3. Jody Hardman, Representative Estate of Betsey P. Hardman c/o Maura Kolb, Esq. Lanier Law Firm 10940 W. Sam Houston Pkwy, Suite 100 Houston, TX 77064 Phone:713-659-5200 Fax: 713-659-2204 E-mail: maura.kolb@lanierlawfirm.co 4. Melissa Lynne Roy Kaiser, Administrator Estate of Lynne L. Roy c/o J. Bradley Smith, Esq. Dean Omar Branham Shirley, LLP 302 N. Market St., Suite 300 Dallas, TX 75202 Tel: 214-722-5990 Fax: 214-722-5991 E-mail: bsmith@dobslegal.com 5. Charles K. Stuart c/o Beth Gori, Esq. The Gori Law Firm 156 N. Main Street Edwardsville, IL 62025 Tel: 618-659-9833 Fax: 618-659-9834 E-mail: beth@gorilaw.com 6. Christine Anderson c/o Justine Delaney, Esq. Weitz & Luxenberg, PC 700 Broadway New York, NY 10003 Tel: 212-558-5683 Fax: 212-344-5461 E-mail: jdelaney@weitzlux.com 7. Patsy Young c/o Leah Kagan, Esq. Simon Greenstone Panatier, P.C. 1201 Elm Street, Suite 3400 Dallas, TX 75270 Tel: 214-276-7680 Fax: 214-276-7699 E-mail: lkagan@sgptrial.com About Cyprus Mines Corporation Cyprus Mines Corporation is a Delaware corporation and a wholly owned subsidiary of Cyprus Amax Minerals Co., which is an indirect subsidiary of Freeport-McMoRan Inc. It currently has relatively limited business operations, which include the ownership of various parcels of real property, certain royalty interests that generate de minimis revenue (e.g., less than $1,500 in each of the past two calendar years), and the ownership of an operating subsidiary that conducts marketing activities. Cyprus Mines is a predecessor in the interest of Imerys Talc America, Inc. In June 1992, Cyprus Mines sold its talc-related assets to RTZ America Inc. (later known as Rio Tinto America, Inc.) through a two-step process. First, Cyprus Mines transferred its talc-related assets and liabilities (subject to minor exceptions) to Cyprus Talc Corporation, a newly formed subsidiary of Cyprus Mines, according to an Agreement of Transfer and Assumption, dated June 5, 1992. Second, Cyprus Mines sold the stock of Cyprus Talc Corporation to RTZ according to a Stock Purchase Agreement, also dated June 5, 1992 (as amended, the "1992 SPA"). The purchase price was approximately $79.5 million. Cyprus Talc Corporation was later renamed Imerys Talc America, Inc. Under the 1992 ATA, the entity now named Imerys expressly and broadly assumed the talc liabilities of Cyprus Mines and its former subsidiaries that were in the talc business. Cyprus Mines filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 21-10398) on Feb. 11, 2021, listing between $10 million and $50 million in assets, and between $1 million and $10 million in liabilities. The Honorable Laurie Selber Silverstein is the case judge. The Debtor tapped Reed Smith LLP as bankruptcy counsel, Kasowitz Benson Torres LLP as special conflicts counsel, and Prime Clerk LLC as claims agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of tort claimants on March 4, 2021. The tort committee is represented by Caplin & Drysdale, Chartered, and Campbell & Levine, LLC. Province, LLC, and Axlor Consulting, LLC serve as the tort committee's financial advisor and consultant, respectively. Roger Frankel serves as the legal representative for future personal injury claimants. The FCR tapped Togut, Segal & Segal, LLP, Burr & Forman, LLP and Frankel Wyron, LLP as bankruptcy counsels; Anderson Kill, PC as special insurance counsel; Archer & Greiner, P.C. as New Jersey counsel; and Province, LLC as financial advisor. The FCR also tapped the services of economic expert, Berkeley Research Group, LLC. On May 11, 2021, the court appointed M. Jacob Renick as the fee examiner in this Chapter 11 case. The examiner tapped Godfrey & Kahn, SC as legal counsel. DELDOR WELLNESS: Nancy Isaacson Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Nancy Isaacson, Esq., at Greenbaum, Rowe, Smith & Davis, LP, as Subchapter V trustee for Deldor Wellness, Inc. Ms. Isaacson will be paid an hourly fee of $410 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Isaacson declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nancy Isaacson, Esq. Greenbaum, Rowe, Smith & Davis, LP 75 Livingston Avenue Roseland, NJ 08068 Phone: (973) 535-1600 Email: nisaacson@greenbaumlaw.com About Deldor Wellness Deldor Wellness, Inc. filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-17422) on Aug. 25, 2023. In the petition, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Rosemary Gambardella oversees the case. Brian G. Hannon, Esq., at Norgaard, O'Boyle & Hannon, represents the Debtor as legal counsel. DELTA WHOLESALE: Hires CMM Associates as Financial Advisor ---------------------------------------------------------- Delta Wholesale Tire Center Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ CMM & Associates as financial advisor. The firm will provide these services: a. assist the Debtor in on-going business operations; b. provide a forensic analysis of any insider transactions; and c. assist in financial projections for the Plan of Reorganization. The firm will be paid at these rates: Charles Mouranie, Managing Partner $335 per hour Charles Flint, Director $295 per hour The firm will be paid a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Charles Mouranie, a president at CMM & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Charles Mouranie CMM & ASSOCIATES 43313 Woodward Ave#1189 Bloomfield Hills, MI 48302 Tel: (248) 767-9492 Fax: (248) 562-1959 Email: cmouranie@cmmengllc.com About Delta Wholesale Tire Center Inc. 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. DESOLATION HOLDINGS: Sept. 26 Hearing on Disclosure Statement ------------------------------------------------------------- Judge Brendan L. Shannon has entered an order granting the motion to shorten the time for notice of the hearing to consider the Disclosure Statement for the Amended Joint Chapter 11 Plan of Liquidation of Desolation Holdings LLC and its affiliated debtors. The hearing to consider approval of the Disclosure Statement will be held on September 26, 2023, at 10:00 a.m. (ET). Any response or objection to the Disclosure Statement must be filed and served no later than 4:00 p.m. (ET) on Sept. 21, 2023. About Desolation Holdings Bittrex is a regulated digital assets exchange platform. Desolation Holdings and three of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10597) on May 8, 2023. Desolation Holdings' debtor-affiliates are Bittrex, Inc., Bittrex Malta Holdings Ltd. and Bittrex Malta Ltd. At the time of filing, the Debtors estimated consolidated assets of $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Brendan Linehan Shannon presides over the cases. Quinn Emanuel Urquhart & Sullivan, LLP, led by partner Patricia B. Tomasco, is the Debtors' counsel. Berkeley Research Group, LLC, is the Debtors' restructuring advisor. Omni Agent Solutions is the claims agent. DIGICEL GROUP: Chapter 15 Case Summary -------------------------------------- Chapter 15 Debtor: Digicel Group Holdings Limited Clarendon House, 2 Church Street Hamilton, HM 11 Bermuda Business Description: Digicel is a mobile phone network and home entertainment provider operating in 25 markets worldwide. Chapter 15 Petition Date: September 11, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11479 Judge: Hon. Judge John P. Mastando III Foreign Representative: Lawrence Hickey Clarendon House, 2 Church Street Hamilton, HM 11 Bermuda Foreign Proceeding: Scheme of Arrangement under the Companies Act 1981, a Bermuda Statute, pending before the Supreme Court of Bermuda Foreign Representative's Counsel: Timothy Graulich, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York NY 10017 Tel: (212)450-4639 Email: timothy.graulich@davispolk.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2KDP3TI/Digicel_Group_Holdings_Limited__nysbke-23-11479__0001.0.pdf?mcid=tGE4TAMA DURANGO RV: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Durango RV Rental, Inc. 1479 Highway 3 Durango CO 81301 Business Description: Durango RV is a provider of RV Motorhomes and travel trailer rental services. Chapter 11 Petition Date: September 11, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-14083 Debtor's Counsel: Stephen Berken, Esq. BERKEN CLOYES, PC 1159 Delaware Street Denver CO 80204 Tel: 303-623-4357 Email: stephenberkenlaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eleanore Radoslovich as CEO. 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/NPLSXMI/Durango_RV_Rental_Inc__cobke-23-14083__0001.0.pdf?mcid=tGE4TAMA EMERALD ELECTRICAL: Unsecureds Owed $1.6M Projected to Get 100% --------------------------------------------------------------- Emerald Electrical Consultants, LLC, filed an Amended Chapter 11 Plan of Liquidation, and a Disclosure Statement. The Debtor has negotiated a series of consensual interim orders with its primary lender First US Bank regarding the use of cash collateral, subject to an approved budget, which have been entered by the Court. These interim orders have approved the Debtor's use of cash collateral for general operational and administrative expenses and have required the Debtor to pay adequate protection payments to First US Bank, among other requirements. The Debtor has also filed several motions to sell various vehicles and in a series of downsizing measures. After orders approving the sale of those vehicles and equipment were entered, the Debtor has sold many of its assets at fair market value and provided the sales proceeds to First US Bank to pay down the lender's secured claims, which resulted in eliminating additional accrued interest that would have negatively impacted the Debtor's estate. The Debtor anticipates that the sales of all such vehicles and equipment will be completed prior to the Effective Date of the Plan. As of the date of the Disclosure Statement, the Debtor estimates that approximately $105,000 worth of vehicles and equipment remain to be sold, which includes approximately $98,250 worth of asset subject to liens held by First US Bank and a commercial lawnmower with an approximate value of $6,750 subject to a lien held by Kubota. Over the course of this case, the Debtor has maintained its operations, but its management team ultimately reached the conclusion that continued operations were unlikely to generate sufficient cash flow and made the difficult decision to wind down and liquidate the Debtor's remaining assets. The Debtor estimates, based on its schedules and proofs of claims that have been filed that there will be approximately $485,116 in allowed General Unsecured Claims, which includes the estimated deficiency claim of Kubota and accounts for likely claim objections and assumes that all such objections are unopposed or sustained. A summary of the unsecured creditors with claims that the Debtor estimates will be remaining if all objectionable claims are disallowed or withdrawn, and the amount of their respective claims, is shown in Exhibit C hereto. It appears that if there were no amendments to the Debtor's schedules and no claims objections filed or sustained, the total amount of general unsecured claims would be $1,583,440. The Debtor anticipates that the proceeds generated from receipt of its anticipated ERC Tax Credit and currently unresolved litigation claims, which are pending adjudication, should satisfy General Unsecured Claims in full. Assuming that anticipated recoveries are achieved in the pending litigation matters and the Debtor's planned claims objections are not opposed or are sustained, the Debtor projects that creditors with allowed General Unsecured Claims would ultimately receive a total recovery of 100% of their allowed claim amounts. However, litigation is inherently unpredictable, and the actual recoveries and distributions to General Unsecured Claims and the potential timing thereof cannot be predicted with any certainty, and to the extent that the Debtor's objections to claims are not sustained, the pro rata percentage recovery to Holders of General Unsecured Claims may be lower, as the total pool of claims to be satisfied would be higher. General Unsecured Claims are impaired. Causes of Action The Debtor is the plaintiff in two litigation matters which are currently pending. First, the Debtor has a legal malpractice claim against Adams and Reese, LLP, Adam Massey, and Cassandra Walsh pending in the 113th District Court, Harris County, Texas (Case No. 2022- 25539) due to alleged failure to perfect statutory liens and allegedly improper advice related to the resolution of litigation involving a third party. In that case, the defendants filed a motion seeking dismissal, which was denied on October 13, 2022 by operation of law. The defendants have appealed the denial of their motion to the 14th Court of Appeals in Houston, Texas (Case No. 14- 22-00741-CV). Briefing started on July 10, 2023 and is expected to be completed in the third quarter of 2023. The Debtor feels strongly that it will win the appeal and will ultimately prevail in the case, but it is impossible to predict how long that will take, and victory is not assured. Second, the Debtor has a pending adversary proceeding against Jingoli Power, LLC ("Jingoli") (AP No. 23-02017), which was filed on April 11, 2023. The Debtor's complaint requests a judgment of not less than $5 million for claims against Jingoli for breach of contract, fraudulent misrepresentation, negligence, breach of duty, unjust enrichment and more. Jingoli filed a motion to dismiss many (but not all) of the counts of the adversary complaint. The Court has granted the motion in part but is allowing the Debtor to proceed on the vast majority of its claims. While the Debtor feels strongly about the merits of its claims, it is unknown how much may be recovered by Jingoli or when that recovery may occur. Aside from the aforementioned claims, the Debtor does not anticipate any litigation being instituted and/or continued against any party following confirmation of the Plan, except for routine claim objections which may be instituted against claimants whose claims may be disputed by the Debtor. The Debtor anticipates filing all necessary claim objections prior to the approval of this Disclosure Statement but reserves the right to file additional claim objections. With respect to potential recovery of avoidable transfers, the Debtor is unaware of any such transfers that, if recovered, would provide a value of an amount more than the cost of litigating such actions and more than the value of what is being distributed under the Plan. Given that the Debtor envisions a realistic possibility of general unsecured creditors being paid in full, it does not believe that pursuit of recovery of preferential transfers makes sense, as such actions would involve significant additional attorneys' fees and may result in no net benefit to creditors. The distributions contemplated by the Plan shall be funded by cash on hand after collection of remaining receivables, sales proceeds generated by the liquidation of the Debtor's remaining physical assets (which consist of the First US Bank Assets and Kubota Assets), in addition to the liquidation and disbursement of the Debtor's contingent and unliquidated assets, including potential litigation recoveries, which are summarized as follows: i. Cash on Hand: The Debtor projects having approximately $12,137.31 cash on hand as of the Effective Date; however, this amount is only an estimate and cannot be predicted with certainty, as the Debtor's operations are ongoing, and the actual cash on hand as of the Effective Date will depend on numerous factors. ii. Proceeds from the sale of First US Bank Assets and Kubota Assets: The First US Bank Assets and Kubota Assets will be sold and the proceeds from the sales will be used to satisfy the First US Bank Secured Claims and Kubota Claim, respectively. iii. Contribution of the Debtor's Equity Holders: As set forth in the Plan, to the extent the Debtor does not have sufficient cash on hand to make the required distributions on the Initial Distribution Date, the Debtor's equity holders will make cash contributions to the Debtor or direct payments to the Claim Holders, provided however that the Debtor's principals are only agreeing to guaranty payment of the distributions required to be made on or before the Initial Distribution Date except to the extent that they have each personally agreed to guaranty any further payments. iv. ERC Tax Credit: The Debtor anticipates receiving an ERC Tax Credit payable from the IRS totaling approximately $129,000.00. After the payment of professional fees associated with the credit, the Debtor anticipates that approximately $103,200.00 in net proceeds will be available to disburse to creditors. The Debtor believes that these funds will become available to help fund the Plan near the end of calendar year 2023 or early 2024. v. Adams and Reese, LLP Claim: The Debtor has a pending legal malpractice claim against Adams and Reese, LLP and two of that firm's lawyers based on, among other things, their failure to preserve a construction lien. The Debtor has filed suit for over $1 million in damages and feels strongly that it will ultimately obtain a large recovery in this litigation, although it is unknown when such recovery will occur. See Article VIII of this Disclosure Statement for more detailed information concerning this claim and the status of this litigation. vi. Jingoli Power, LLC Claim: The Debtor filed an adversary complaint in this Court (AP No. 23-02017) against Jingoli Power, LLC ("Jingoli") requesting a judgment of not less than $5 million for claims against Jingoli for breach of contract, fraudulent misrepresentation, negligence, breach of duty, unjust enrichment and more. Jingoli has filed a motion to dismiss some, but not all, of these claims. The Court has granted the motion in part but is allowing the Debtor to proceed on the vast majority of its claims. It is unknown how much will be recovered from Jingoli or when that recovery may occur. See Article VIII of this Disclosure Statement for more detailed information concerning this claim and the status of this litigation. The Debtor anticipates that as of the Effective Date of the Plan, it will have collected all collectible accounts receivable (other than related to matters listed above), and the Debtor has included all anticipated collections in its cash collateral budgets filed with the Court. In addition, the Debtor's equity holders have agreed to make any additional contributions necessary to satisfy all secured claims and such other claims that are proposed to be paid on or before the Effective Date of the Plan (however they are not agreeing to be personally liable for any other claims or distributions to creditors except to the extent they have individually and specifically agreed to do so). Counsel for the Debtor: Benjamin R. Keck, Esq. Craig A. Cooper, Esq. KECK LEGAL, LLC 2566 Shallowford Road, Suite 104-252 Atlanta, GA 30345 Tel: (470) 826-6020 E-mail: bkeck@kecklegal.com ccooper@kecklegal.com A copy of the Disclosure Statement dated August 26, 2023, is available at https://tinyurl.ph/niDTf from PacerMonitor.com. About Emerald Electrical Consultants Emerald Electrical Consultants LLC specializes in substation construction, related technical services, and consulting across the United States, with a focused presence in the southeastern and central regions of the country. Emerald Electrical Consultants sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-20913) on Sept. 15, 2022. In the petition signed by Lindy Truitt, president and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge James R. Sacca oversees the case. Benjamin Keck, Esq., at Keck Legal, LLC, is the Debtor's counsel. ENVISTACOM LLC: Hires Barnes & Thornburg as Special Counsel ----------------------------------------------------------- Envistacom, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Barnes & Thornburg LLP as its special counsel. Barnes & Thornburg will represent the Debtor in its defense of an ongoing criminal prosecution for alleged government contracting fraud currently pending in the United States District Court for the Northern District of Georgia titled United States of America v. Envistacom, LLC, et al., Case No. 22-CR-00197 (N.D. Ga., 2022). The Debtor has agreed to pay Barnes according to its local discounted hourly rates. The principal attorneys responsible for providing legal services to the Debtor are Meena Sinfelt, whose billable rate is $720 per hour, and G. Scott Hulsey, whose billable rate is $695 per hour. Meena Sinfelt, Esq., a partner at Barnes & Thornburg, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Meena Sinfelt, Esq. BARNES & THORNBURG, LLP 555 12th Street N.W., Suite 1200 Washington, DC 20004-1275 Tel: (202) 371-6368 Fax: (202) 289-1330 Email: meena.sinfelt@btlaw.com About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. EP GLOBAL: S&P Downgrades ICR to 'B-', On CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings lowered all of its ratings on EP Global Production Solutions LLC (Entertainment Partners), including its issuer credit rating to 'B-' from 'B', and placed them on CreditWatch with negative implications. The CreditWatch reflects S&P's expectation of a downgrade if the strikes are prolonged and operating performance remains depressed, leading to significant cash flow shortfalls. The CreditWatch negative placement reflects that operating performance will remain depressed in 2023 from the Hollywood strikes. Entertainment Partners' recently reported second-quarter results which were heavily stressed by the labor disputes as gross wages declined 18% and EBITDA was down 40%. S&P said, "As the strikes persist, we forecast challenges in its operating performance will continue to reduce revenue and EBITDA in the next year. We revised our forecast to account for the weak performance as about 75% of gross wages are tied to the union strikes. While we expect a resurgence once the labor disputes are resolved, a resolution soon remains uncertain." The deterioration in earnings will weaken leverage. The incremental term loan Entertainment Partners issued in June added to debt and interest expense. S&P said, "We forecast leverage spiking in the next two years beyond our 'B' rating threshold due to the EBITDA contraction. We expect negative cash flow, which will further limit its ability to reduce debt." S&P said, "We believe Entertainment Partners will maintain adequate liquidity in the near term, however a prolonged strike could quickly deplete its cash sources. The company has full availability under the $110 million revolving credit facility, offset by negligible available cash at the end of the second quarter of 2023. It has no near-term maturities or covenant risk, which further supports its liquidity position. We think this gives it an adequate cushion through a short-term strike, but the risk of a prolonged strike could worsen its funding sources. "We expect to resolve the CreditWatch as we gain greater visibility over Entertainment Partners' strategic plan to restore credit quality. These could include a strike resolution, and a financial policy plan that leads to leverage trending below 7x." EVENTIDE CREDIT: Sept. 15 Deadline Set for Panel Questionnaires --------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Eventide Credit Acquisitions, LLC. 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/5n8rktnc and return by email it to Elizabeth A. Young - elizabeth.a.young@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Sept. 15, 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 Eventide Credit On Sept. 6, 2023, Eventide Credit Acquisitions, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex., Lead Case No. 23-90007). The cases are pending before Judge Mark X. Mullin. The Debtors listed $50 million to $100 million in estimated assets and $50 million to $100 million estimated liabilities. The petitions were signed by Matt Martorello as manager. The Debtors tapped Forshey Prostok as bankruptcy counsel. FEDNAT HOLDING: Court Schedules Oct. 10 Plan Confirmation Hearing ----------------------------------------------------------------- Judge Peter D. Russin has entered an order approving FedNat Holding Company, et al.'s First Amended Combined Disclosure Statement and Plan on a conditional basis as containing adequate information under section 1125 for solicitation purposes. The combined hearing (final approval of disclosure statement and confirmation hearing) will be on October 10, 2023 at 10:00 a.m. and will be held before the Honorable Peter D. Russin, Judge United States Bankruptcy Court at U.S. Courthouse, 299 E Broward Blvd., Courtroom 301, Fort Lauderdale, FL 33301. The deadline for serving solicitation package will be 3 business days following entry of this Order. The deadline to file Rule 3018 Motions will be on September 8, 2023 at 4:00 p.m. ET. The deadline to file objections to Rule 3018 Motions will be on September 15, 2023 at 4:00 p.m. ET. The deadline to file plan supplement will be on September 12, 2023. The hearing to consider Rule 3018 Motions will be on September 26, 2023 at 2:00 p.m. ET. The deadline to file objections to combined disclosure statement and plan will be on September 27, 2023 at 4:00 p.m. ET. The voting deadline for combined disclosure statement and plan will be on October 2, 2023 at 4:00 p.m. ET. The deadline to File Confirmation Brief and Supporting Evidence, and Respond to Objections to the Combined Disclosure Statement and Plan will be on October 6, 2023 at 4:00 p.m. ET. The deadline to File Voting Tabulations Affidavit will be on October 6, 2023 at 4:00 p.m. ET. About Fednat Holding Company FedNat Holding Co. -- https://www.fednat.com -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policy holder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors tapped Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP as legal counsel and Aprio, LLP as tax preparer. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; and AlixPartners, LLP as financial advisor. FEILITECH US: Hires Akins & Adams as Special Conflicts Counsel -------------------------------------------------------------- Feilitech US, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Akins & Adams, P.A. as its special conflicts counsel. The firm will represent the Debtor in all matters where it needs to take actions adverse American Express Company or any other client of Jones Walker in the future. The majority of the services to be provided by Akins & Adams will be performed by Bart M. Adams, Esq. at his standard rate of $350 per hour. Mr. Adams assured the court that Akins & Adams is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Bart M. Adams, Esq. AKINS & ADAMS, P.A. 108 E Jefferson St Ripley, MS 38663 Phone: (662) 837-9976 Email: bartecf@akinsadams.com About Feilitech US Feilitech US, LLC is a manufacturer of spring and wire products in Belden, Miss. Feilitech US filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-10599) on Feb. 28, 2023, with $1 million to $10 million in both assets and liabilities. Judge Selene D. Maddox oversees the case. Judge Selene D. Maddox oversees the case. The Debtor tapped Cozen O'Connor and Jones Walker, LLP as legal counsels and James W. Smith III, CPA, PC as accountant. FOREST CITY REALTY: S&P Downgrades ICR to 'B-' on Weak Liquidity ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Forest City Realty Trust Inc. to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on its credit facilities and term loan to 'B-' from 'B', both with recovery ratings of '4'. The negative outlook reflects potential for the company to be dependent on some assistance from its sponsor to avoid a covenant breach and pay down amounts outstanding under its revolving credit facility due in 2023. It also reflects our view that Forest City could depend on external financing from its sponsor to repay the term loan if it cannot execute asset sales on a timely basis, which may lead S&P to view the capital structure as unsustainable. Forest City has significant debt maturities in 2023, including its revolving credit facility, and elevated interest expense resulting in a projected cash funds from operations (FFO) deficit and weak liquidity. Forest City has over $750 million in debt due in 2023, including $210 million outstanding on its $400 million revolving credit facility due in December (although the company could walk away from some properties and qualifies for extension options for $248.4 million of its mortgages). It has exercised extension options and refinanced mortgages thus far in 2023, with $527.4 million of maturities addressed. However, revolver usage is up from last year ($210 million as of June 30, 2023, versus $50 million as of Dec. 31, 2022), and the facility matures in December 2023, with no more extension options available in a challenging financing environment. S&P said, "We assess Forest City's liquidity as weak. Forest City only has about $78.5 million in unrestricted cash on hand. We see risk that the company might not have sufficient ability to pay down amounts outstanding on the revolving credit facility prior to maturity in December 2023, and believe it depends on its sponsor for support. We expect Forest City to selectively dispose of mature assets, directing proceeds toward the revolver balance. However, thus far in 2023, the pace of asset sales has been slow, and we are unsure of the magnitude of dispositions the company will complete before year-end. However, the company is in discussion with the sponsor for a line of credit from BSREP III, which would alleviate cash shortfalls." Forest City could breach its FCC covenant if it does not obtain an EBITDA equity cure from the sponsor. As of June 30, 2023, Forest City's credit facilities' FCC ratio was 1.3x, leaving no cushion relative to the 1.3x covenant, due to elevated interest expense and lower EBITDA generation. S&P said, "As we expect interest rates to stay higher for longer, we believe the company could breach this covenant in subsequent quarters if it does not obtain a waiver or an EBITDA equity cure from the sponsor. In addition, there is refinancing risk because the facility is due in December 2023. If Forest City does not execute a refinancing or sufficient asset sales, we believe it could require additional support from the sponsor for additional liquidity to meet this maturity." S&P said, "We believe there is a high probability it can obtain an EBITDA equity cure given its relationship with the sponsor, who can also help facilitate a refinancing. We expect Forest City to utilize the EBITDA equity cure until the revolving credit facility matures in December. Under terms of its credit agreements, Forest City has two equity cures available for this calendar year. We note that even if the company can refinance or pay down the current revolver prior to maturity in December, the FCC covenant remains in place for the corporate term loan ($600 million remaining) that matures in December 2025. We do not believe Forest City will be compliant in 2024 if interest rates remain elevated and it cannot execute asset sales to pay down debt and instead needs to refinance at higher rates. That said, the ramifications to Forest City of noncompliance change once the revolver is paid down, so this would not trigger an event of default. "We expect credit protection measures to remain under pressure from challenges facing the office sector. FCC has deteriorated sharply over the past few quarters due to higher interest rate expense coupled with pressured EBITDA generation from declines in office occupancy. As a result, S&P Global Ratings-adjusted FCC declined to 0.9x for the trailing-12-months ended June 30 (versus 1.6x the prior year) with debt to EBITDA increasing to 16.1x (versus 13.1x the prior year). We believe FCC could be under further pressure as interest rates remain high and office occupancy remains challenged in key markets such as New York and San Francisco, with same-store occupancy of 75.7% as of June 30 and same-store last-12-months cash basis declines of 16.1% over prior rents for signed leases. While we expect the company to continue to work on improving office occupancy, this should likely come with additional concessions and/or increased capital expenditure (capex) to entice tenants to lease space. We expect sound operating performance for the remainder of the portfolio, with the multifamily assets likely contenders for potential asset sales over the next year given their high occupancy and strong same-store net operating income (NOI) growth. "The negative outlook reflects our view that Forest City could breach its FCC covenant if it cannot obtain an EBITDA equity cure from the sponsor. It also reflects our view that the company could depend on external financing from the sponsor to meet obligations, including the term loan due in 2025, if it cannot execute sufficient asset sales. This is uncertain given our view of Forest City as nonstrategic to the sponsor, which could lead us to view the capital structure as unsustainable." S&P could lower its rating on Forest City if it cannot: -- Obtain an EBITDA equity cure and is at risk of breaching its FCC covenant; -- Refinance or repay the revolving credit facility, leading to a chance of default; or -- Execute asset sales to repay outstanding debt, leading to S&P's view of the company's capital structure as unsustainable. S&P could revise the outlook to stable if Forest City: -- Refinances or pays down its revolving credit facility with sufficient coverage under all applicable covenants; and -- Executes on multifamily asset sales and deleverages such that S&P believes the company has a viable path to address its $600 million term loan due in 2025. FORWARD AIR: S&P Assigns 'BB-' Issuer Credit Rating, On Watch Neg. ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issuer credit rating to Forward Air Corp., a provider of freight services in North America. S&P also assigned its 'BB-' issue rating and '3' recovery rating to the proposed first-lien term loan. This indicates its expectations of meaningful recovery (50%-70%; rounded estimate: 60%) in the event of a payment default. The stable outlook reflects S&P's expectation that credit metrics will improve following the acquisition if the preferred shares are converted to common equity following a shareholder vote expected after the close of the transaction and operating performance improves from the current freight recession. Forward Air entered into a definitive agreement in August 2023 to acquire Omni Logistics LLC using a mixture of cash, debt, common equity, and preferred equity. Forward Air's scale and competitive position should improve following the Omni Logistics acquisition. On its own, Forward Air is a major provider of expedited services for high-value freight, with good geographic diversity within the U.S., and a highly variable cost structure. This is partially offset by some customer concentration. S&P regards its position in the broader less-than-truckload (LTL) market as more niche. Forward Air's expedited freight service competes against both air freight (quicker, but more expensive) and non-expedited trucking (slower, but less expensive). In 2022 Forward Air's top 10 customers accounted for over 30% of the company's revenue--which we consider somewhat elevated. On a stand-alone basis, Forward Air's expedited service operates across 200 locations in the U.S., Mexico, and Canada with 4,500 drivers. The vast majority of its drivers are independent contractors that own and lease their equipment to the company to supplement the company's existing drivers. S&P said, "We expect Forward Air's end-market diversification and scope to improve through the acquisition. Omni's freight-forwarding segments will complement Forward Air's existing domestic operations, as well as diversify this segment beyond North America (more specifically the U.S.). The addition of Omni's warehousing and distribution operations will also improve diversification, in our view. "We estimate about 60% of Forward Air's revenue and EBITDA will be generated from its logistics-related businesses following the acquisition of Omni. We believe management will look to leverage Omni's relationships with shippers to primarily focus on revenue growth opportunities within Forward Air's expedited freight segment. "In our assessment, the combination of Forward Air's asset-light model with Forward owning around 6,000 trailers and 270 tractors and straight trucks, and Omni's asset light model will continue to allow Forward to preserve profitability and maintain financial flexibility during economic downturns, compared with its more asset-intensive peers. "The stable outlook reflects our expectation that the company is likely to achieve FFO-to-debt in line with the rating over the next 12 months. Pro forma for the transaction, we forecast S&P Global Ratings-adjusted FFO-to-debt in the mid-single digit area in 2023, improving to 11.3% in 2024 (including the preferred shares as debt), with further upside if the preferred shares are converted to common equity. "We note that Forward Air expects to bring the preferred share conversion to shareholder vote shortly after the transaction closes, which management expects before the end of 2023. "We could downgrade Forward Air within the next 12 months if its operating performance weakens due to a further weakening in macroeconomic conditions, a recovery out of the current freight recession is more protracted, interest rates continue to increase or if the company is unable to convert its preferred shares to common equity such that we believe the company would be unable to achieve FFO-to-debt in line with the current rating, and we expected FFO to debt would remain below the mid-teens area. "We could upgrade Forward Air within the next 12 months if it can improve FFO-to-debt comfortably above 20% and we expect it will remain there. This could occur if operational performance, including revenue synergies, improves above our current expectations, or if the company is able to repay debt in excess of cash flow generation. This would likely come from potential asset sales or business unit divestitures if the portfolio is reshaped following the acquisition of Omni." FTX TRADING: Bankruptcy Court Sets Sept. 29 Claims Bar Date ----------------------------------------------------------- The FTX Bankruptcy Court has set a Customer Claims Bar date (the "Bar Date") of September 29, 2023, for the filing of Customer Claims for both the US Exchange and the Foreign FTX Exchange. You are not required to file a claim. However, if you do not file a claim before the Bar Date, you will be precluded from disputing the amount the Debtors have scheduled for your claim based upon their records. The Debtors are valuing all claims as of the date of the filing of the bankruptcy in USD regardless of currency held because all of the funds were commingled. The Debtors have set up a website (https://claims.ftx.com/) where you can view the scheduled valuation of your account. Pursuant to the claim procedures, your account value on the filing date will be your recognized claim unless you dispute it. There is a procedure on the website to dispute the claim, but to do so you will need detailed documentation. To be clear, in order to have a recognized claim in the amount of your account balance on the date of the bankruptcy filing, you need do nothing. However, if you wish to dispute the balance on the Debtors' records, you need to do so through the website before the Bar Date, which is September 29, 2023 at 4:00 p.m. EST. The website portal also has a link for KYC verification. Whether or not you decide to file a claim, US law requires KYC verification in order for FTX customers to be paid any amount through the bankruptcy process. We urge you to follow the link in the portal to complete your KYC verification. You do not need to verify before the Bar Date, but you should absolutely do so as soon as possible. Once completed, you will be in a position to be paid out and we are told payments will be made to verified accounts first (presumably in some order of verification). Early verification also avoids the "rush" later and it allows time in case your documentation is not in order. Additionally, at some point, claims will be able to be traded. We understand that the Debtors only intend for fully verified claims to be traded. Currently, any trades being done "off-book" are at a discount to any verification and related issues. Once your account is verified, it likely sheds that KYC-related trading discount. Entwistle & Cappucci LLC represents a prospective class of all customers with claims against FTX. More information may be found on the firm's website. You may also contact Josh Porter (jporter@entwistle-law.com) or Robert Cappucci (rcappucci@entwistle-law.com). About Entwistle & Cappucci Entwistle & Cappucci is a national law firm providing exceptional legal representation to clients in the most complex and challenging legal matters. Our practice encompasses all areas of litigation, corporate transactions, bankruptcy, insurance, corporate investigations and white-collar defense. Our clients include public and private corporations, major hedge funds, public pension funds, governmental entities, leading institutional investors, domestic and foreign financial services companies, emerging business enterprises and individual entrepreneurs. 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. GAE RODKE: Hires Law Office of Rachel S. Blumenfeld as Counsel -------------------------------------------------------------- Gae Rodke For Gae Rodke, MD FACOG PLLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Law Office of Rachel S. Blumenfeld as counsel. The firm will provide these services: a. give advice to the Debtors with respect to its powers and duties as Debtors-in-Possession and the continued management of its property and affairs; b. negotiate with creditors of the Debtors and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with creditors and other parties in interest; c. prepare on behalf of the Debtors all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtors that seek protection from its creditors under Chapter 11 of the Bankruptcy Code; d. appear before the Bankruptcy Court to protect the interest of the Debtors and to represent the Debtors in all matters pending before the Court; e. represent the Debtors, if need be, in connection with obtaining postpetition financing; f. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and g. perform all other legal services of the Debtors which may be necessary for the preservation of the Debtors estate and to promote the best interest of the Debtors, its creditors and its estate. The firm will be paid at the rate of $525 per hour. The firm will be paid a retainer in the amount of $ 30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Rachel S. Blumenfeld, Esq., a partner at Law Office of Rachel S. Blumenfeld, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 About Gae Rodke For Gae Rodke, MD FACOG PLLC Gae Rodke for Gae Rodke, MD FACOG PLLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 22-11657) on December 9, 2022, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LAW OFFICE OF RACHEL S. BLUMENFELD PLLC. GARAGE BUILDERS: Hires Stevens Martin Vaughn as Counsel ------------------------------------------------------- Garage Builders of Raleigh, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ William P. Janvier, of Stevens Martin Vaughn & Tadych, PLLC, as counsel. Mr. Janvier and the firm are to render these services: a. prepare on behalf of Debtor necessary applications, complaints, answers, orders, reports, motions, notices, plan of reorganization, disclosure statement, and other papers necessary to Debtor's reorganization case. b. perform all necessary legal services in connection with the Debtor's reorganization, including Court appearances, research, opinions and consultations on reorganization options, direction, and strategy; and c. perform all other legal services for Debtor which may be necessary in this Chapter 11 case. The firm will be paid at these rates: William P. Janvier, $490 per hour Kathleen O'Malley $290 per hour Law clerks and paralegals $145 per hour The firm received from the Debtor a retainer in the amount of $25,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. William P. Janvier, Esq., a partner at Stevens Martin Vaughn & Tadych, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: William P. Janvier, Esq. STEVENS MARTIN VAUGHN & TADYCH, PLLC 2225 W. Millbrook Road, Raleigh, NC 27612 Tel: (919) 582-2300 Email: wjanvier@smvt.com About Garage Builders of Raleigh, Inc. Garage Builders of Raleigh, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 23-02416) on August 22, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Stevens Martin Vaughn & Tadych, PLLC. GILBERT BARBEE: Hires Tab Auctions LLC as Appraiser --------------------------------------------------- Gilbert, Barbee, Moore & McIlvoy, P.S.C., d/b/a Graves-Gilbert Clinic, seeks approval from the U.S. Bankruptcy Court for the Western District of Kentucky to employ Tab Auctions, LLC as appraiser. The firm will provide valuation of personal property used in the operation of the Debtor's healthcare business. The firm will be paid at the rate of $2,500 per day. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Eric Wilensky Tab Auctions, LLC 1200 Karl Court Wauconda, IL 60084 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. The Debtor hires STITES & HARBISON PLLC, and KAPLAN JOHNSON ABATE & BIRD LLP as counsels. GK 746 EAST: Seeks to Hire Morrison-Tenenbaum as Legal Counsel -------------------------------------------------------------- GK 746 East 214 LLC and GK 770 East 214 LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Morrison-Tenenbaum, PLLC as their counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the management of its estate; b. assisting in any amendments of schedules and other financial disclosures and in the preparation, review or amendment of a disclosure statement and plan of reorganization; c. negotiating with the Debtor's creditors and taking the necessary legal steps to confirm and consummate a plan of reorganization; d. preparing legal papers; e. appearing before the bankruptcy court; and f. other legal services that may be necessary and proper for an effective reorganization. The firm will charge these hourly fees: Lawrence Morrison $595 Brian Hufnagel $495 Associates $380 Paraprofessionals $250 Morrison-Tenenbaum received an initial retainer fee of $5,000. As disclosed in court filings, Morrison-Tenenbaum is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Morrison-Tenenbaum can be reached through: Lawrence F. Morrison, Esq. MORRISON-TENENBAUM, PLLC 87 Walker Street, Floor 2 New York, NY 10013 Tel: (212) 620-0938 Email: lmorrison@m-t-law.com About GK 746 East 214 GK 746 East 214 LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. GK 746 East 214 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10890) on June 1, 2023, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Robert K. Dakis as authorized signatory. Lawrence Morrison, Esq. at MORRISION TENNENBAUM PLLC represent the Debtor as counsel. GK 746 EAST: Seeks to Hire North Point as Real Estate Broker ------------------------------------------------------------ GK 746 East 214 LLC and GK 770 East 214 LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire North Point Real Estate Group as their real estate broker. The firm will market and sell the Debtors' buildings located at 746 East 214th Street, Bronx New York 11231 New York and 770 East 214th Street, Bronx New York 11231. North Point shall be paid a commission of 2percent of the gross purchase price as a Buyer’s premium. North Point is a "disinterested person" as that term is defined in the Bankruptcy Code and does not hold or represent an interest adverse to either Debtor or either of the Debtors' estates, according to court filings. The broker can be reached through: Greg Corbin North Point Real Estate Group 433 Fifth Avenue, 4th Floor New York, NY 10016 Phone: (212) 359-9904 Email: Greg@rosewoodrg.com About GK 746 East 214 GK 746 East 214 LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. GK 746 East 214 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10890) on June 1, 2023, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Robert K. Dakis as authorized signatory. Lawrence Morrison, Esq. at MORRISION TENNENBAUM PLLC represent the Debtor as counsel. GREAT WEST: Oct. 16 Plan Confirmation Hearing Set ------------------------------------------------- On Sept. 1, 2023, Great West Development, Inc. filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement for First Amended Chapter 11 Plan. On Sept. 5, 2023, Judge H. Christopher Mott approved the Disclosure Statement and ordered that: * Oct. 6, 2023, at 5:00 p.m. is fixed as the last day for submitting ballots for acceptances or rejections of the Amended Plan. * Oct. 6, 2023, at 5:00 p.m. is also fixed as the last day for filing and serving written objections to confirmation of the Amended Plan. * Oct. 16, 2023, at 1:30 p.m., in the U.S. Bankruptcy Court, Courtroom No. 2, 903 San Jacinto Blvd., Austin, Texas, is fixed as the time and place of the hearing on confirmation of the Amended Plan and any objections. A copy of the order dated September 5, 2023 is available at https://urlcurt.com/u?l=K734E3 from PacerMonitor.com at no charge. Attorneys for the Debtor: B. Weldon Ponder, Jr. State Bar of Texas No. 16110400 Spicewood Professional Offices 4408 Spicewood Springs Rd., Austin, TX 78759 Office: (512) 342-8222 / Fax: (512) 342-8444 email address: welpon@austin.rr.com - and - Kimberly L. Nash State Bar of Texas No. 24043840 Law Office of Kimberly Nash P.C. P.O. Box 162932, Austin, TX 78716 Office: (512) 431-3679/Fax: 512-637-8001 email address: kim@kimberlynashlaw.com About Great West Development Great West Development, Inc., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10140) on March 7, 2023, with $1 million to $10 million in both assets and liabilities. Phillip R. William, president of Great West Development, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped B. Weldon Ponder, Jr., Esq., as bankruptcy counsel. GREAT WEST: Plan Sees Refinancing or Sale of Property ----------------------------------------------------- Great West Development, Inc., submitted a Disclosure Statement in connection with Debtor's First Amended Chapter 11 Plan In particular, under the Debtor's Plan, through and including November 16, 2023 (as that date may be extended in accordance with the Debtor's contract with its real estate broker, herein referred to as the "Maximum Sale Period"), the Debtor may market its primary asset, a tract of unimproved real estate in Bastrop County, Texas (the "Property"), in order to sell it free and clear of all liens, claims and encumbrances in accordance with §§ 363 and 1129(b)(2)(A)(ii) of the Bankruptcy Code—i.e., an orderly liquidation. Such a sale may even occur before Confirmation of the Plan. In the alternative, until the earlier of the Bankruptcy Court approval of a sale of the Property or the end of the Maximum Sale Period, the Debtor may refinance and restructure the debt on the Property. Bastrop County's "market value" of the Property for purposes of 2023 taxes is $3,392,187. The Debtor has been unable to obtain information from its pre-bankruptcy books and records that were maintained by its accountants, Olsen Hendricks & Webster, in Meridian, Idaho. Its significant financial transactions are described above. There are not believed to be many other transactions to report, but the Debtor is still attempting to obtain further records to document its expenditures and other financial history. It has not had any income from operations since its incorporation in 2021, and so has not yet filed any federal income tax return. However, to the extent that the Debtor's Plan provides for the payment of almost all of its Creditors from the sale of the Property or the refinancing of the first lien on the Property, and not from its cash flow, the problems with the Debtor's books and records should therefore be less of a concern. Under the Plan, Class 7 consists of any Allowed Claims, other than Priority Claims, that are Unsecured. Such Claims would include the deficiency Claims, if any, of Creditors listed herein as the holders of Secured Claims. Other than such possible deficiency Claims, the Debtor does not believe there are any Allowed General Unsecured Claims in this Case. The Plan provides that, under the Refinancing Alternative, if there are Allowed Class 7 Claims they will be paid from the proceeds of the loan(s) and/or from the Debtor's cash flow. The Claims shall be paid only after payment in full of: (1) any surcharge for Administrative Expense Claims, closing costs, and the Classes 2, 3 and 5 Allowed Secured Claims, (2) the payment to be made at closing on the Class 4 Allowed Secured Claim, (3) the amount then due and owing under the Plan on Class 6 Priority Claims, and (4) the Reserves provided for under Paragraph 7.3 of the Plan. Under the Refinancing Alternative, the Allowed Class 7 Claims shall be paid in 60 equal monthly installments, commencing on the last of the date 30 days after the closing of the loan(s), the Effective Date, or the date 30 days after the date the Bankruptcy Court allows the Claim by written order if an objection to the Claim is pending as of the Effective Date. The Plan further provides that, under the Sale Alternative, the Allowed Class 7 Claims shall be paid from the proceeds of the sale, to the extent proceeds are available after payment in full of: (1) any surcharge for Administrative Expense Claims, closing costs, and the Classes 2, 3 and 5 Allowed Secured Claims, (2) the payment to be made at closing on the Class 4 Allowed Secured Claim, (3) the amount then due and owing under the Plan on Class 6 Priority Claims, and (4) the Reserves provided for under Paragraph 7.3 of the Plan. Under the Sale Alternative and subject to such availability of funds, the Allowed Class 7 Claims shall be paid on the last of the date 30 days after the closing of the sale, the Effective Date, or the date 30 days after the date the Bankruptcy Court allows the Claim by written order if an objection to the Claim is pending as of the Effective Date. Finally, the Plan also provides that, in the event of a sale, including a foreclosure sale, where the proceeds are insufficient to pay in full: (1) any surcharge for Administrative Expense Claims, closing costs, and the Classes 2, 3 and 5 Allowed Secured Claims, (2) the payment to be made at closing on the Class 4 Allowed Secured Claim, (3) the amount then due and owing under the Plan on Class 6 Priority Claims, and (4) the Reserves provided for under Paragraph 7.3 of the Plan, the unpaid balance(s) of the Allowed Class 7 Claim(s) will not be paid. In such an event, the Debtor will not receive a discharge. Class 7 is impaired. Until the refinancing or sale of the Property, the Debtor does not anticipate any income. It is not now incurring, nor does it expect to incur after Confirmation, any expenses other than: (1) its Chapter 11 United States Trustee's quarterly fee, which until distribution of sales or refinancing proceeds will be only the minimal fee of $250.00 per quarter that will be paid by the Debtor from its existing funds or from capital contributions from its sole shareholder, (2) its attorneys fees and expenses and any U.S. Trustee's fees owed on distributions under the Plan, all of which it will request be paid from a surcharge on the proceeds of the refinancing or sale, at closing, and (3) its real estate broker's commission and expenses, which pursuant to the order approving Hilco's employment will be paid from the proceeds of the sale. The Plan is feasible because it provides for a sale or refinancing of substantially all of the assets of the Debtor within a reasonable time, and payment of Creditors according to the priorities and provisions of the Bankruptcy Code. The Debtor believes that refinancing will provide the greatest benefit, paying Creditors and allowing the Debtor to retain the potential profit from developing the Property. The Debtor believes, however, that a sale of the Property (other than in a foreclosure sale) offers the next best possibility of paying Creditors the greatest possible amount on their respective Claims, and is feasible within the timeframe established under the Plan. Attorneys for Great West Development, Inc.: B. Weldon Ponder, Jr., Esq. SPICEWOOD PROFESSIONAL OFFICES 4408 Spicewood Springs Rd. Austin, TX 78759 Office: (512) 342-8222 Fax: (512) 342-8444 E-mail: welpon@austin.rr.com - and - Kimberly L. Nash, Esq. LAW OFFICE OF KIMBERLY NASH P.C. P.O. Box 162932 Austin, TX 78716 Office: (512) 431-3679 Fax: (512) 637-8001 E-mail: kim@kimberlynashlaw.com A copy of the Disclosure Statement dated Sept. 1, 2023, is available at https://tinyurl.ph/qikMy from PacerMonitor.com. About Great West Development Great West Development, Inc., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10140) on March 7, 2023, with $1 million to $10 million in both assets and liabilities. Phillip R. William, president of Great West Development, signed the petition. Judge H. Christopher Mott oversees the case. The Debtor tapped B. Weldon Ponder, Jr., Esq., as bankruptcy counsel. GREEN POINT: Claims Will be Paid from Property Sale/Refinance ------------------------------------------------------------- Green Point Management Systems, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement describing Plan of Reorganization dated September 7, 2023. The Debtor was formed as a New York limited liability company on April 23, 2015. Green Point's primary asset is unit 106 located at 231 Norman Avenue, Brooklyn, New York. Prior to filing for bankruptcy, Green Point engaged in project management and dispute resolution matters, including managing a property located at 88 University Place in New York City for two years, the designing and building a single family home in Southampton, Long Island, the strategizing, creating and developing what became one of Long Island's largest, most profitable, privately held solar farms. Green Point borrowed $200,000.00 from Columbia Capital Co., collateralized by a mortgage on the Property, in order to pay for the services of contractors and subcontractors. In 2020, the Debtor stopped making payments on the loan from Columbia. Columbia, in turn, scheduled an auction of the Property for March 30, 2023. On March 29, 2023, Green Point filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. After this Case was filed, the Debtor sought an order approving the agreement between Green Point and the Board of 231 Norman Avenue, Brooklyn, NY (which is where the Debtor's Property is located) (the "Board"). The Debtor has not received payment since then notwithstanding that the Board continues to have access to the Property. The Debtor anticipates moving to enforce the Access Agreement to recover unpaid fees and to cure the breaches, protect the Property, and recover unpaid fees. The Debtor shall immediately attempt to market the Property for sale even during the ongoing restoration work in connection with the transferrable Access Agreement. The Debtor will determine what to do with the net proceeds after paying Creditors under the Plan. The Debtor will use the proceeds in part to grow the business back to what it was before Covid. If the Debtor refinances the Property, it shall immediately liquidate the balance of the construction equipment and put the Property up for rent. The Debtor may sell or refinance the Property within years of the Effective Date. Critical to the Debtor's reorganization is securing the Refinancing or sale of the Property. It hopes to have a firm commitment, sufficient to fund the Plan before the Confirmation Date. In addition, Debtor's counsel negotiated the access agreement with the Board pursuant to which the Debtor stands to receive monthly access fees. Class 5 consists of General Unsecured Claims. The holders of Allowed Class 5 Claims shall be paid in full on the Effective Date. This Class is Unimpaired. Class 6 consists of Unsecured Insider Creditors. Allowed Claims of Class 6 Creditors will be paid in full through periodic payments when available, provided: a.) the Claims of Classes 1-5 are paid in full; and b.) there are sufficient net revenues to make the payment. This Class is Impaired. Class 7 consists of Equity Security Interest Holders. Allowed Class 7 Equity Security Interest holders will retain their interest in the Debtor. This Class is Unimpaired. The Plan will be funded from the proceeds of sale or refinancing of the Property. A full-text copy of the Disclosure Statement dated September 7, 2023 is available at https://urlcurt.com/u?l=tZyiYV from PacerMonitor.com at no charge. Attorneys for Debtor: Leo Jacobs, Esq. Jacobs P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Tel: (212) 229-0476 Email: leo@jacobspc.com About Green Point Management Systems Green Point Management Systems, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71078) on March 29, 2023, with $10 million to $50 million in assets and $500,000 to $1 million in liabilities. Adam Rosen, managing member, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor is represented by Leo Jacobs, Esq., at Jacobs P.C. GRUPO HIMA: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------ The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Grupo HIMA San Pablo, Inc. and its affiliates. The committee members are: 1. Puerto Rico Hospital Supply Inc. 356 Fortaleza St. (2nd Floor) San Juan, PR 00901 cacuprill@cuprill.com (External counsel Charles A. Cuprill, Esq.) 787-977-0515 (External counsel) 2. Grupo de Radioterapia del Norte, PSC P.O. Box 3145 Guaynabo, PR 00970 aps.law@live.com (External counsel Angel E. Portilla, Esq.) 787-408-7777 (External Counsel) 3. Herminio Colon, Elizabeth Amaro, Jose Miguel Amaro, Ivette Delgado, and minors Y.J.A., Z.S.G.A., and Y.M.G.A. 207 Del Parque St, 3rd Floor San Juan, Puerto Rico 00912 jeffrey.williams@indianowilliams.com (Counsel Jeffrey Williams, Esq.) 787-641-4545/4544 (Counsel) 4. Grupo Intensivo Pediátrico, CSP 252 San Jorge San Jorge Bldg, Suite 406 San Juan, PR 00912 jmartinez@gmlex.net (External counsel Juan Martínez, Esq.) 787-274-7404 (External counsel) 5. Neyza Crúz Cedeño and Savier Vazquez Oyola 203 Berry Tree P1 Brandon, FL 33510 jmartinez@gmlex.net (Counsel Juan Martínez, Esq.) 787-274-7404 (Counsel) Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Grupo HIMA San Pablo, Inc. Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, the Company primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management company, Home Care Service (including infusion therapies and wound care), a free-standing Ambulatory Center and a 16-Ambulance Service Company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August 15, 2023. In the petition signed by Armando J. Rodriguez-Benitez, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $500,000 in liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents the Debtor as legal counsel. HELLO LIVINGSTON: Prestige Says Disclosures Inadequate ------------------------------------------------------ Prestige Construction NY LLC filed an objection to the motion of Hello Livingston Extended LLC, seeking the entry of an order approving its Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code with Respect to the Debtor's Chapter 11 Plan of Liquidation dated July 7, 2023 and granting relating relief with respect to the Chapter 11 Plan of Liquidation dated July 7, 2023. Prestige is a contracting company who provided contracting services to the Debtor at the property known as and located at 291 Livingston Street, Brooklyn, New York (the "Property"), which Services amount to $363,597, plus accrued interest, or fees, costs and expenses associated with collection. On Sept. 1, 2023, Prestige filed a claim for the Claimed Amount, which claim has been designated Claim No. 14 on the Debtor's claims register, which does not include, among other things, accrued interest. Prestige has reviewed the Plan and Disclosure Statement which characterizes all mechanics' liens against the Debtor and the Property, including the Lien, as Class 3 unsecured claims. Prestige believes that the Lien, a properly perfected secured claim (as well as, any other properly perfected mechanics' liens), is misclassified as an unsecured claim, and that as a result, the Disclosure Statement is inadequate and should not be approved as filed. While Prestige is aware that objection to the classification of the Lien may be an issue for confirmation, Prestige believes it important to preserve its rights and put all parties in interest on notice of this objection. Prestige requests that the Motion be denied because the Disclosure Statement as written is inadequate given its mischaracterizations of the Lien, as well as any other mechanics' liens properly perfected against the Debtor and the Property. Counsel for Prestige Construction NY LLC: Brett S. Silverman, Esq. CONCIERGE LAW 4 Terry Terrace Livingston, NJ Tel: (646) 779-7210 - and - Chad B. Friedman, Esq. RAVIN GREENBERG, LLC 24 Commerce Street, Suite 420 Newark, NJ 07102 Tel: (973) 226-1500 E-mail: cfriedman@ravingreenberg.com About Hello Livingston Extended Hello Livingston Extended, LLC, is the fee owner of a property located at 291 Livingston St., Brooklyn, N.Y., valued at $29.5 million. Hello Livingston Extended filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22422) on June 2, 2023. In the petition filed by its chief restructuring officer, David Goldwasser, the Debtor disclosed $29,500,000 in total assets and $37,034,732 in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Robert L. Rattet, Esq., and Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP, as bankruptcy attorneys. HORSIN AROUND: Unsecureds to Get What is Left --------------------------------------------- Horsin Around Holding Company submitted a Disclosure Statement with respect To Debtor's Plan of Reorganization dated August 18, 2023. The Debtor owns a single asset real estate property that comprises a business building, outdoor space and a parking lot located at 56 Main Street, Skowhegan, Maine. Since its inception, the Debtor has leased the property to Horsin Around Childcare and/or Horsin Around Skowhegan LLC. The Debtor purchased the property at 56 Main Street January 7, 2014. The property is encumbered by a first mortgage owed to Kennebec Valley Council of Governments, in an amount above $116,000, and three real property tax liens totaling approximately $6,700 owed to the City of Skowhegan. Debtor believes the value is $350,000 as a going concern, and at least $211,000 liquidated. Currently, the property generates sufficient income to cover its debt servicing expenses. Debtor proposes to reammortize the mortgage at 7% interest for a new 240 month period with monthly payments of $900. The Debtor will pay the City of Skowhegan ongoing taxes directly with the arrears repaid at 7% interest in 3 annual installments of $2,500 by July 8, 2024, 2025, and 2026. The Debtor will further either sell or refinance the mortgages by the latter date (July 8, 2026). The Plan is feasible because the Debtor has significant equity in the property. While the income it generates will cover the periodic monthly payments with In re Till interest of 7%. The sale of the real estate will address Debtor's reason for filing and ensure its successful reorganization. The Debtor, therefore, believes that the Plan is feasible based on the restructured debt, current assets, and anticipated future funding. The alternative to the Plan is the liquidation of the assets in a proceeding under chapter 7 of the Bankruptcy Code, and the distribution of the net proceeds thereof to secured, priority, and unsecured creditors in the order of priority and manner provided under the Bankruptcy Code. In general, this would require that secured creditors be paid first, then administrative expense creditors, including administrative expense creditors in the Chapter 11 case and in the chapter 7 case (with the latter having priority), then priority creditors, with the balance, if any, distributed to unsecured creditors on a pro rata basis. Attorney for the Debtor: J. Scott Logan, Esq. LAW OFFICE OF J. SCOTT LOGAN, LLC 75 Pearl Street, Ste. 211 Portland, ME 04101 Tel.: (207) 699-1314 E-mail: scott@southernmainebankruptcy.com A copy of the Disclosure Statement dated September 1, 2023, is available at https://tinyurl.ph/crgAt from PacerMonitor.com. About Horsin Around Horsin Around Holding Company owns a single asset real estate property that comprises a business building, outdoor space and a parking lot located at 56 Main Street, Skowhegan, Maine. The Debtor filed a Chapter 11 petition (Bankr. D. Maine Case No. 23-10131) on July 7, 2023. J. Scott Logan, Esq. of the Law Office of J. Scott Logan, LLC, is the Debtor's counsel. I.C. ELECTRIC: Seeks to Hire Phoenix CPA as Accountant ------------------------------------------------------ I.C. Electric, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Phoenix CPA's & Consultants, LLC to perform the accounting services necessary during the bankruptcy proceedings. Phoenix's current hourly rates are: Principal $250 Assistant $150 As disclosed in the court filings, Phoenix CPA's & Consultants is a "disinterested" person as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sarah Curry, CPA Phoenix CPA's & Consultants, LLC 439 District Rd Fredonia, PA 16124 Telephone: (724) 342-0160 Facsimile: (724) 342-3250 Email: src@PhoenixCPA.cpa About I.C. Electric, Inc. I.C. Electric, Inc. is the owner and operator of an electric company that provides electrical contracting services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-10414-JCM) on August 10, 2023. In the petition signed by Jerry Zreliak, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Crystal H. Thornton-Illar, Esq., at Leech Tishman Fuscaldo & Lampl, LLC, represents the Debtor as legal counsel. IKON WEAPONS: Hires Michael Bowers of Middleswarth as Accountant ---------------------------------------------------------------- Ikon Weapons, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Michael Bowers, CPA, a partner at Middleswarth, Bowers & Co. LLP. The Debtor requires an accountant and financial advisor to assist with bookkeeping, Chapter 11 plan formation, evaluation of tax claims, review of payments under certain loan documentation, and other matters related to its Chapter 11 case. Mr. Bowers will charge $300 per hour for his services. In court filings, Mr. Bowers disclosed that he and his firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael T. Bowers, CPA MIDDLESWARTH, BOWERS & CO. LLP 219 Wilmont Dr Gastonia, NC 28054 Telephone: (704) 867-2394 Facsimile: (704) 867-5303 Email: ebowers@mbcpafirm.com About Ikon Weapons Ikon Weapons, LLC operates as weapon manufacturer, purchaser, and importer. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D.N.C. Case No. 22-10507) on Sept. 2, 2022. In the petition signed by Suliban Deaza, member and manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Benjamin A. Kahn oversees the case. John C. Woodman, Esq., at Essex Richards, P.A. is the Debtor's counsel. IMMANUEL SOBRIETY: No Patient Care Concern, 2nd PCO Report Says --------------------------------------------------------------- Tamar Terzian, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Central District of California her second interim report for the period June 11 to August 11 regarding Immanuel Sobriety Inc.'s healthcare facility. The PCO physically conducted visits to the facilities in addition to verification of licensing, staffing and assuring compliance with the Department of Health Care Services. The PCO observed generally at each location that all medications were properly labeled and stored for the participants. At each location, there is a designated staff area that stores medications and files for each participant. The PCO observed that 13921 Courage House-Male Detox Facility is licensed for six participants and during the time of the visit there were five participants. Medication was properly labeled and stored with only access by the staff. The PCO reviewed medication log and files for each participant. No concerns noted. The PCO observed two participants at Day Street-Male Sober Living High Offenders. The living room was spacious with a new couch and the kitchen was clean. This location was extremely rural and the house is in a poor condition. There was no medication on site. No concerns noted. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=kWdsJY from PacerMonitor.com. The ombudsman may be reached at: Tamar Terzian, Esq. Terzian Law Group 1122 E. Green Street Pasadena, CA 91106 Telephone: (818) 242-1100 Facsimile: (818) 242-1012 Email: tterzian@terzlaw.com About Immanuel Sobriety Immanuel Sobriety Inc. provides drug and alcohol rehabilitation programs and treatment services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10806) on March 2, 2023. In the petition signed by its chief executive officer, Elizabeth Reid, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wayne Johnson oversees the case. The Law Office of Crystle J. Lindsey represents the Debtor as legal counsel. Tamar Terzian is the patient care ombudsman appointed in the Debtor's Chapter 11 case. INSTANT BRANDS: Moody's Rates $162.5MM Secured DIP Term Loan 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the $162.5 million senior secured super priority debtor-in-possession (DIP) term loan financing facility of Instant Brands Holdings Inc. (DIP) ("Instant Brands"). The DIP financing also includes an unrated $125 million super priority DIP asset based lending (ABL) revolving facility. The rating on the DIP term loan primarily reflects the collateral coverage available to lenders and the structural features of the DIP term loan. The rating on the DIP senior secured term loan is being assigned on a "point-in-time" basis and will not be monitored going forward and, therefore, no outlook is assigned to the rating. Moody's intends to withdraw the DIP Term Loan rating as soon as practicable. Instant Brands Holdings Inc. and various of its subsidiaries filed for Chapter 11 bankruptcy protection on June 12, 2023. Moody's withdrew all ratings on Instant Brands Holdings Inc. following the Chapter 11 bankruptcy filing. Assignments: Issuer: Instant Brands Holdings Inc. (DIP) Senior Secured Super Priority Term Loan, Assigned B1 RATINGS RATIONALE The B1 rating assigned to Instant Brands' DIP term loan facility reflects the super priority status and structural protections of the DIP facility, and the collateral coverage available to the DIP facility lenders. The rating also reflects the likelihood that Instant Brands will emerge from bankruptcy within a relatively short period of time. The rating also reflects the size of the DIP facility relative to pre-petition claims, the cause of the bankruptcy and nature of the reorganization. The DIP term loan facility collateral coverage consists mainly of the company's domestic subsidiaries fixed assets, predominantly glass manufacturing plants and related machinery and equipment. The rating reflects the substantial risks associated with the glass manufacturing industry, combined with the expectations of continued pressures on consumer discretionary spending, including on glassware products. As a glass manufacturer the company has elevated operational risk because a problem with any of the company's furnaces can substantially disrupt production. The high fixed costs and need to run glass furnaces continuously limit its ability to reduce operating costs in reaction to order declines. These risks could result in a reduction in the company's cash flow generation and a reduction in the value of the collateral supporting the DIP Term Loan. Therefore, Moody's estimates incorporate a wide range of scenarios, including a distressed scenario where the value of these assets in the event of liquidation may not be sufficient to cover the DIP Term loan. The DIP term loan collateral coverage also includes the company's intellectual property (IP) and other intangibles, including the Instant brand. Valuation for such assets depend on several variables and there is uncertainty around the ultimate value the company can extract from these assets, which can lead to a broad range of outcomes. Particularly, the small kitchen appliance (SKA) market is crowded, highly competitive, and requires consistent good product innovation to maintain market share, which could prove difficult. The rating considers that the DIP term loan facility represents about 56% of the prepetition debt, the nature of the facility which consist of new money, and minimal financial covenants with a minimum liquidity covenant of at least $5 million. Instant Brands' bankruptcy was largely driven by high debt levels, and constrained liquidity with large revolver borrowings. In addition, the inventory destocking by retailers and the high level of competitive discounting negatively impacted the company's appliance segment. Also, coronavirus related lockdowns in China and unfavorable foreign currency exchange pressured sales in Instant Brands' housewares business. Moreover, Instant Brands' cash flows are largely driven by holiday sales, and as such it is highly seasonal in nature. The company's fourth quarter has historically accounted for about a third of its annual sales, roughly half of its annual EBITDA, and a vast majority of its annual free cash flow. However, Moody's views the reorganization as relatively uncomplicated and that by reducing debt and improving liquidity the company should have the ability to fund business seasonality. The reorganization will likely not require restructuring of the business or its operations, large reinvestment or accumulation of debt or non-debt liabilities. The DIP term loan matures the earliest of (i) December 12, 2023, (ii) the date of the substantial consummation (as defined in Section 1101(2) of the bankruptcy code) of a plan of reorganization acceptable to the required lenders (in their sole discretion), (iii) the date the bankruptcy court converts any of the Chapter 11 cases to a Chapter 7 case, (iv) the date the Bankruptcy Court dismisses any of the Chapter 11 Cases, (v) the date on which the loan parties consummate a sale of all or substantially all of the assets of the loan parties pursuant to section 363 of the bankruptcy code or otherwise, and (vi) such earlier date on which the Loans shall become due and payable by acceleration or otherwise in accordance with the terms of the agreement and the other loan documents. Headquartered in Downers Grove, IL, Instant Brands Holdings Inc. (DIP) manufactures, designs and markets dinnerware, bakeware, kitchen tools, range-top cookware, storage, and cutlery products. In March 2019, the company acquired Instant Brands, manufacturer of the Instant Pot line of products. The company's most notable brands include Corelle, Pyrex, Corningware, Snapware, Visions, Chicago Cutlery, and Instant. The company markets its products primarily in the US, Canada, EMEA and Asia-Pacific regions and sells into several channels including mass merchants, department stores, specialty retailers and the Internet, among others. Annual revenue is under $1 billion. The principal methodology used in this rating was Debtor-in-Possession Lending published in June 2018. ISLAND DOG: Oct. 25 Plan Confirmation Hearing Set ------------------------------------------------- Judge Karen K. Specie has entered an order conditionally approving Island Dog Too LLC's Disclosure Statement dated August 31, 2023. A confirmation hearing will be held on October 25, 2023, at 01:30 PM, Eastern Time, at U.S. Bankruptcy Courthouse, 110 E. Park Avenue, 2nd Floor Courtroom, Tallahassee, FL 32301. Objections to confirmation will be filed and served 7 days before October 25, 2023. Oct. 18, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement and is fixed as the last day for filing acceptances or rejections of the Plan. On or before Sept. 25, 2023, the Plan of Reorganization, the Disclosure Statement, ballot for accepting or rejecting the Plan, and the order conditionally approving the Disclosure Statement must be transmitted by mail by the attorney for the proponent of the Plan sought to be confirmed to creditors, equity security holders and other parties in interest. About Island Dog Too Island Dog Too, LLC, a company in Eastpoint, Fla., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Fla. Case No. 22-40353) on Nov. 4, 2022. In the petition signed by its manager, Sheryl H. Simmons, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Karen K. Specie oversees the case. The Debtor tapped Byron Wright III, Esq., at Bruner Wright, PA, as bankruptcy counsel and Georgia Evans, CPA, at Professional Management Systems, Inc., as accountant. J.E.H. PROPERTIES: Unsecureds Unimpaired Under Plan --------------------------------------------------- J.E.H. Properties I, LLC, and J.E.H. Properties II, LLC, filed the First Amended Disclosure Statement pursuant to Section 1125(b) of Title 11, United States Code, 11 U.S.C. Secs. et seq. and Rule 3017 of the Federal Rules of Bankruptcy Procedure, in connection with their First Amended Chapter 11 Plan of Reorganization dated Sept. 1, 2023. In March of 2018, JEH I purchased the real property located at 4 County Route 26, Climax, New York 12042 (SBLs: 55.00-3-8, 55.00-4-24) (the "Property I"). Property I contained a restaurant premises, formerly operating as the popular local restaurant, Quarry Steakhouse (the "Restaurant Premises"). At the same time that JEH I purchased Property I, JEH II purchased the adjacent real property located at SBLs: 55.00-3-9 and 55.00-3-7 (the "Property II", together with Property I, the "Properties"). Property II is a vacant lot. JEH II is currently undergoing negotiations with a solar company to redevelop Property II into a solar farm. Because the Debtors were not receiving rental income from the Restaurant Premises, the Debtors fell behind on their mortgage and property tax payments. A tax foreclosure was commenced against the Properties. The Debtors require the protection of the Bankruptcy Court in order to help sustain and protect their only assets until such time as a restructuring can be accomplished. Under the Plan, holders of Class 4 Allowed General Unsecured Claims will be paid in full, in Cash, on the Effective Date. Class 4 is not impaired pursuant to Section 1124 of the Bankruptcy Code and are deemed to accept this Plan. The Debtors do not believe any such claims exist. The Plan will be funded from the following sources: (a) $124,650 on the Effective Date, by the Debtors' Affiliates, which shall be used to fund the Plan Distribution Fund, and (b) the Debtors' cash on hand and operating revenues going forward, if any, and shall be distributed by the Debtors. Attorneys for the Debtors: Dawn Kirby, Esq. Jessica M. Hill, Esq. KIRBY AISNER & CURLEY, LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 E-mail: dkirby@kacllp.com jhill@kacllp.com A copy of the Disclosure Statement dated Sept. 1, 2023, is available at https://tinyurl.ph/NFzaS from PacerMonitor.com. About J.E.H. Properties J.E.H. Properties I, LLC, and J.E.H. Properties II, LLC, filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 22-35449 and 22-35450) on July 20, 2022. At the time of the filing, the Debtors listed as much as $1 million in both assets and liabilities. Judge Cecelia G. Morris oversees the case. Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, is serving as the Debtors' counsel. JJB DC: Hires Martin Law Group P.C. as Conflicts Counsel -------------------------------------------------------- JJB D.C., Inc., seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ Hires Martin Law Group, P.C. as conflicts counsel. The firm will provide representation to the Debtor with respect to matters which raise potential or actual conflicts for the Debtor's bankruptcy counsel, Whiteford, Taylor & Preston L.L.P. The firm will be paid at the rate of $475 per hour. The firm received from the Debtor a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffery T. Martin, Jr, a partner at Martin Law Group, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffery T. Martin, Jr., Esq. MARTIN LAW GROUP, P.C. 7918 Jones Branch Drive 4th Floor McLean, VA 22102 Tel: (703) 223-1822 About JJB D.C., Inc. JJB D.C., Inc. is a telecommunications contracting group predominantly serving Maryland, Virginia, and the District of Columbia. It also performs services in surrounding states upon request. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Case No. 23-00214) on August 2, 2023. In the petition signed by Bruce Stuart Boone, Sr., its president, the Debtor disclosed up to $50 million in both assets and liabilities. Whiteford, Taylor, and Preston LLP is the Debtor's legal counsel; Martin Law Group, PC is its conflicts counsel; and Meridian Management Partners is its financial advisor. JJB DC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------ The U.S. Trustee for Region 4 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of JJB D.C., Inc. About JJB D.C. Inc. JJB D.C., Inc. is a telecommunications contracting group predominantly serving Maryland, Virginia, and the District of Columbia. It also performs services in surrounding states upon request. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.D.C. Case No. 23-00214) on August 2, 2023. In the petition signed by Bruce Stuart Boone, Sr., its president, the Debtor disclosed up to $50 million in both assets and liabilities. Whiteford, Taylor, and Preston LLP is the Debtor's legal counsel; Martin Law Group, PC is its conflicts counsel; and Meridian Management Partners is its financial advisor. JUMBA LLC: Oct. 5, 2023 Plan Confirmation Hearing Set ----------------------------------------------------- The Bankruptcy Court considered the First Amended Disclosure Statement for the Chapter 11 Plan of Reorganization of The Jumba, LLC, refiled August 28, 2023 with the corrected Plan, by The Jumba, LLC. The Court has entered an order that the confirmation hearing is set for Oct. 5, 2023 at 2:30 P.M. before the Honorable Stacy G. C. Jernigan at the United States Bankruptcy Court at Earl Cabell Federal Building, Room 1428, 1100 Commerce Street, Dallas, Texas, 75242. 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. LAW OFFICES OF BRIAN SMITH: Wins Confirmation of Chapter 11 Plan ---------------------------------------------------------------- The Bankruptcy Court has entered an order approving Law Offices of Brian Smith LLC's Disclosure Statement dated July 14, 2023, and confirming the Plan dated July 14, 2023, and the Addendum to the Chapter 11 Plan dated August 7, 2023. It is further ordered that the debtor: (1) File with the Court, pursuant to Federal Rule of Bankruptcy Procedure 2015(a) and District of South Carolina Local Bankruptcy Rule 2015-3, each month until the case is closed, monthly operating reports which must be in a form satisfactory to the United States trustee and must include any action taken toward the consummation of the plan; (2) File, within 90 days after the entry of this Order: (a) an application for final decree, (b) a report of substantial consummation, (c) a final report, (d) any objection to proofs of claim or interest against the debtor's(s') estate, (e) any amendments to the plan, and (f) any fee applications. Any motion requesting an extension of the 90-day period must be filed within 90 days after the entry date of this Order. About Law Offices of Brian Smith The Law Offices of Brian Smith, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-00235) on Jan. 25, 2023, with $1 million to $10 million in both assets and liabilities. Brian Smith, owner and managing member, signed the petition. Judge Helen E. Burris oversees the case. The Debtor tapped Robert H. Cooper, Esq., at Cooper Law Firm as bankruptcy counsel; Ballard & Watson as special counsel; and Ballard Forensics, LLC as accountant. Equal Justice Access Fund LP, as lender, is represented by Weyman C. Carter, Esq., at Burr & Forman, LLP. LORDSTOWN MOTORS: Plan Relies on Sept. 19 Auction ------------------------------------------------- Lordstown Motors Corp., et al., submitted a Joint Chapter 11 Plan and a Disclosure Statement. The Debtors have filed their bankruptcy cases to, among other things, sell their assets in an efficient and value maximizing manner, consolidate the resolution of claims in a single forum, prosecute their substantial claims against Foxconn and maximize Distributions to holders of Claims and Interests. As a result, the Debtors have commenced a court-approved process to market and sell their assets, are working to resolve the material claims against them, and have filed a complaint against Foxconn in the Bankruptcy Court. The Plan provides for the liquidation of any assets remaining after the sale process, the continuation of the litigation against Foxconn, as well as any other causes of action of the Debtors, the resolution of claims against the Debtors, and for the distributions of the Debtors' cash, including proceeds generated from the sale of assets and the litigation against Foxconn, to holders of Allowed Claims and Interests in accordance with the relative priority established by the Bankruptcy Code. The Plan also preserves the ability of the Debtors to enter into one or more transactions after the Effective Date to monetize certain of their tax attributes. The Plan contemplates the appointment of a Claims Administrator to disburse funds to Holders of General Unsecured Trade Claims. The Claims Administrator will be authorized to administer a pool of cash that will be established under the Plan to pay Holders of General Unsecured Trade Claims, and to carry out and implement all provisions of the Plan delegated to the Claims Administrator. The Claims Administrator will be selected by the Committee with the consent of the Debtors. The identity of the Claims Administrator has not yet been determined and will be disclosed prior to confirmation. One element of the Chapter 11 Cases is the implementation of a marketing and sale process designed to result in the sale of all, substantially all, or some of the Debtors' assets in a value maximizing manner. The Debtors have retained Jefferies to serve as their investment banker. In addition, the Debtors filed their Motion for Entry of Orders (a) Establishing Bidding and Auction Procedures; (b) Scheduling Certain Dates with Respect Thereto; (c) Approving the Form and Manner of Notice Thereof; (d) Approving Contract Assumption and Assignment Procedures; and (e) Granting Other Related Relief (the "Bidding Procedures Motion") to obtain Bankruptcy Court approval and establishment of certain procedures relating to the sale process (the "Bidding Procedures"). On July 27, 2023, the Court held a hearing to consider the Bidding Procedures Motion, and continued the hearing to August 3, 2023. On August 8, 2023, the Court entered an order approving the Bidding Procedures Motion (the "Bidding Procedures Order"). Pursuant to the Bidding Procedures, the Debtors' investment banker, Jefferies, has contacted a wide range of potential buyers. To date, the Debtors have received a number of nonbinding indications of interest, including indications of interest to acquire all or substantially all of the Debtors' assets as a going concern. The Debtors did not select a stalking horse with respect to their assets. The deadline to submit bids is Sept. 8, 2023 and the auction, if any, is scheduled for Sept. 19, 2023. Each of the dates outlined in the Bidding Procedures is subject to change and the sale process may be cancelled in accordance with the procedures approved by the Bankruptcy Court. Under the Plan, Class 3 General Unsecured Trade Claims are impaired. Each Holder of an Allowed General Unsecured Trade Claim against a Debtor shall receive its Pro Rata share of the GUTC Cash Pool Amount without regard to the particular Debtor against which such Claim is Allowed. In the interest of clarity, it is expressly acknowledged that the sole source of recovery for Holders of General Unsecured Trade Claims shall be the GUTC Cash Pool Amount. Any GUTC Cash Pool Amount remaining after the payment of all Allowed General Unsecured Trade Claims and all Claims Administrator Expenses shall be, first, used to pay each Holder of an Allowed General Unsecured Trade Claim its Pro Rata share of post-petition interest at a rate equal to the lower of (i) the Federal Judgment Rate, and (ii) the Contract Rate and, second, in the event there is excess remaining following the payment of interest in full to Holders of Allowed General Unsecured Trade Claims, shall be returned to the Debtors or the Post-Effective Date Debtors and become Non-Trade Pool Assets. Class 4 Other Unsecured Claims are impaired. Each Holder of such Allowed Other Unsecured Claim shall be paid the Allowed amount of such Claim in Cash, from the Non-Trade Pool Assets (including from the liquidation of any non-Cash Non-Trade Pool Assets) on a Pro Rata basis, after (i) the satisfaction of the Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Secured Claims, (ii) the Professional Fees Escrow Account is funded or all Professional Fee Claims are satisfied, and (iii) the GUTC Cash Pool Account is funded in the amount of the GUTC Cash Pool Amount. To the extent that aggregate Distributions are sufficient to pay all Allowed Administrative Claims, Allowed Other Priority Claims, Allowed Secured Claims, and fund the GUTC Cash Pool in full, Holders of Allowed Other Unsecured Claims shall be entitled to post-petition interest at the lower of (i) the Federal Judgment Rate, and (ii) the Contract Rate. Following the Effective Date and the funding of the GUTC Cash Pool Account, the Post Effective Date Debtors shall be authorized, in their sole discretion, to liquidate or otherwise convert the non-Cash Non-Trade Pool Assets to Cash. The Post-Effective Date Debtors shall fund Distributions to Holders of Claims and Interests (other than Holders of Claims in Class 3 (General Unsecured Trade Claims)), from the Non-Trade Pool Assets, which include (i) Cash on hand as of the Effective Date (after the GUTC Cash Pool Account has been funded), (ii) proceeds from the sale of the Debtors' assets, (iii) proceeds from the Foxconn Causes of Action and other Causes of Action and (iv) insurance proceeds received by the Post-Effective Date Debtors. In addition, the Post-Effective Date Debtors shall be authorized to reserve the Post-Effective Date Amount to fund the Post-Effective Debtors. The Post-Effective Date Amount shall be used to pay all expenses incurred by the Post-Effective Date in performing its duties hereunder and may be used to fund operational expenses, including expense incurred in connection with one or more transactions to monetize the value of the net operating losses or similar tax attributes of the Debtors and Post Effective Date Debtors' Estates. No later than 5 days after the expiration of the Bar Date, either the Debtors or the Committee may send written notice to the other party (an "GUTC Cash Pool Adjustment Notice") of its intent to seek an adjustment to the GUTC Cash Pool Amount (the "GUTC Cash Pool Adjustment"). Any such notice shall set forth the amount of the proposed GUTC Cash Pool Adjustment and a short description of the reasons for such adjustment. The party receiving the GUTC Cash Pool Adjustment Notice shall have 5 days from the receipt of such notice to agree to the requested adjustment. If an agreement is reached, the GUTC Cash Pool Amount shall be adjusted as set forth in such GUTC Cash Pool Adjustment Notice or in such other amount as may be agreed upon by the parties. If the parties do not reach agreement on a proposed adjustment within such 5-day period, either party may seek an order from the Bankruptcy Court adjusting the GUTC Cash Pool Amount as set forth in the applicable GUTC Cash Pool Adjustment Notice or in such other amount as any such party may request. The final amount of the GUTC Cash Pool Amount, if adjusted as set forth herein, shall be set forth in the Confirmation Order. On or prior to the Effective Date, the Debtors shall establish and fund the GUTC Cash Pool Account with the GUTC Cash Pool Amount. The cash in the GUTC Cash Pool Account shall be used by the Claims Administrator to pay the Claims Administrator Expenses and to make the Distributions to Holders of General Unsecured Trade Claims required by Article III.B.3.b on the terms and conditions set forth in the Plan. Any Cash remaining in the GUTC Cash Pool Account after the payment of Claims Administrator Expenses and the making of the Distributions required by Article III.B.3.b shall be repaid on the Post-Effective Debtors and shall, upon such payment, constitute a Non-Trade Pool Asset. The Cash held in the GUTC Cash Pool Account (i) shall be held in trust to fund Distributions on account of Allowed General Unsecured Trade Claims, as provided herein and (ii) shall not be encumbered by any Liens, Claims, or Interests in any way. All parties to the Plan shall (i) treat the GUTC Cash Pool Account as a "disputed ownership fund" within the meaning of Treasury Regulations Section 1.468B-9(b)(1) for U.S. federal income tax purposes, and (ii) to the extent permitted by applicable law, report consistently with the foregoing for state and local income tax purposes. All taxes imposed on assets or income of the GUTC Cash Pool Account will be payable from the assets of the GUTC Cash Pool Account. Co-Counsel to the Debtors: Thomas E Lauria, Esq. Matthew C. Brown, Esq. Fan B. He, Esq. WHITE & CASE LLP 200 S. Biscayne Blvd. Miami, FL 33131 Tel: (305) 371-2700 E-mail: tlauria@whitecase.com mbrown@whitecase.com fhe@whitecase.com - and - David M. Turetsky, Esq. 1221 Avenue of the Americas New York, NY 10020 Tel: (212) 819-8200 E-mail: david.turetsky@whitecase.com - and - Jason N. Zakia, Esq. 111 South Wacker Drive Chicago, IL 60606 Tel: (312) 881-5400 E-mail: jzakia@whitecase.com - and - Roberto Kampfner, Esq. Doah Kim, Esq. RJ Szuba, Esq. 555 South Flower Street, Suite 2700 Los Angeles, CA 90071 Tel: (213) 620-7700 E-mail: rkampfner@whitecase.com doah.kim@whitecase.com rj.szuba@whitecase.com Proposed Co-Counsel to the Debtors: Kevin Gross, Esq. Daniel J. DeFranceschi, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. Jason M. Madron, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: gross@rlf.com defranceschi@rlf.com heath@rlf.com steele@rlf.com madron@rlf.com kandestin@rlf.com A copy of the Disclosure Statement dated September 1, 2023, is available at https://tinyurl.ph/DtrCJ from kccllc.net, the claims agent. About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP, as legal counsel and Huron Consulting Group Inc. as financial advisor. LORDSTOWN MOTORS: U.S. Trustee Appoints Equity Committee -------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent equity security holders in the Chapter 11 cases of Lordstown Motors Corp. and its affiliates. The committee members are: 1. Crestline Management, L.P. Attn: Shaun McGowan 201 Main Street, Suite 1100 Fort Worth, TX 76102 Phone: (817) 339-7600 Email: summitcompliance@crestlineinc.com 2. Pertento Partners LLP Attn: Ian Trundle 111 Park Street, London, W1K 7JL Phone: +44 20 7173 1051 Email: ian@pertento.com 3. Esopus Creek Value Series Fund LP -– Series "A" Attn: Andrew L. Sole 81 Newtown Ln. #307 East Hampton, NY 11937 Phone: (631) 604-5776 Email: andrewsole@ecvlp.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Lordstown Motors Corp. Lordstown Motors Corp. -- http://www.lordstownmotors.com/-- is an electric vehicle OEM developing innovative light duty commercial fleet vehicles, with the Endurance all electric pickup truck as its first vehicle. It has engineering, research and development facilities in Farmington Hills, Mich. and Irvine, Calif. On June 27, 2023, Lordstown Motors Corp. and two affiliated debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10831). The cases are pending before Judge Mary F. Walrath. The Debtors tapped White & Case, LLP and Richards, Layton & Finger, P.A. as bankruptcy counsels; Baker & Hostetler, LLP as special counsel; Jefferies, LLC as investment banker; KPMG, LLP as auditor; and Silverman Consulting as restructuring advisor. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Troutman Pepper Hamilton Sanders, LLP as legal counsel and Huron Consulting Group Inc. as financial advisor. MACEDON CONSULTING: Court Confirms Reorganization Plan ------------------------------------------------------ Judge Klinette H. Kindred has entered an order approving Disclosure Statement and Confirming First Amended Chapter 11 Plan of Reorganization of Macedon Consulting Inc. The CEO of the Debtor is authorized and directed to issue, execute, deliver, file, or record such contracts, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of the Plan in the name of and on behalf of the Debtor, all of which shall be authorized and approved in all respects, in each case, without the need for any approvals, authorization, consents, or any further action required under applicable law, regulation, order, or rule except for those expressly required pursuant to the Plan. To the extent applicable, any or all such documents shall be accepted upon presentment by each of the respective state filing or recording offices and filed or recorded in accordance with applicable state law and shall become effective in accordance with their terms and the provisions of state law. This Confirmation Order shall constitute all authority, approvals, and consents required, if any, by the laws, rules, and regulations of all states and any other governmental authority with respect to the implementation or consummation of the Plan and any documents, instruments, or agreements, and any amendments or modifications thereto, and any other acts and transactions referred to in or contemplated by the Plan, the Disclosure Statement, and any documents, instruments, or agreements, and any amendments or modifications thereto. As set forth in the Voting Report, Class 4 voted to accept the Plan, but Class 4 consists of an insider. No other Class of Claims is impaired under the Plan. Counsel for the Debtor: Michael E. Hastings, Esq. Timothy J. Lovett, Esq. WOODS ROGERS VANDEVENTER BLACK PLC 10 S. Jefferson Street, Suite 1800 Roanoke, VA 24011 Tel: (540) 983-7600 Fax: (540) 983-7711 E-mail: michael.hastings@wrvblaw.com timothy.lovett@wrvblaw.com About Macedon Consulting Macedon Consulting, Inc., doing business as Macedon Technologies, is a computer software company that offers IT services and solutions. It is based in Reston, Va. Macedon Consulting filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-10300) on Feb. 28, 2023, with $8,367,613 in assets and $2,838,342 in liabilities. Austin Rosenfeld, chief executive officer of Macedon Consulting, signed the petition. Judge Klinette H. Kindred oversees the case. Woods Rogers Vandeventer Black, PLC, is the Debtor's legal counsel. MACHINE TOOL: Hires Hickam & Lorenz as Bankruptcy Counsel --------------------------------------------------------- Machine Tool Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Hickam & Lorenz, P.C. as its counsel. The firm wlll render these services: (a) give legal advice with respect to his powers and duties as debtor-in-possession and management of his property; (b) take necessary action to avoid the attachment of any lien against the Debtor's property threatened by secured creditors holding liens; (c) prepare on behalf of your applicant as debtor-in-possession necessary petitions, answers, orders, reports, and other legal papers. (d) perform all other legal services. The firm received a retainer in the amount of $8,000. Hickam & Lorenz is a "disinterested person," as defined under Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Richard W. Lorenz, Esq. HICKAM & LORENZ, P.C. P.O. Box 46 Spencer, IN 47460 Telephone: (812) 829-2221 Facsimile: (812) 829-0365, fax Email: lgreenwell@hickamlorenz.com About Machine Tool Service Machine Tool Service, Inc. filed Chapter 11 petition (Bankr. S.D. Ind. Case No. 23-80337) on Aug. 24, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Jeffrey J. Graham oversees the case. Richard W. Lorenz, Esq., at Hickam & Lorenz, P.C. represents the Debtor as legal counsel. MACQUARIE AIRFINANCE: S&P Rates New $500MM Unsecured Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Macquarie AirFinance Holdings Ltd.'s proposed $500 million senior unsecured notes due 2029. The '3' recovery rating (50%-70%; rounded estimate: 65%) indicates its expectation of meaningful recovery in the event of a payment default, based on the unencumbered assets and fleet equity value in the secured asset pool. The company plans to use the proceeds to partially pay down its secured debt facility due 2025, and its revolving credit facility due 2026. The 'BB+' issue-level rating and '3' recovery rating on the company's senior unsecured notes due 2028 are unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P said, "We assigned our '3' recovery rating (50%-70%; rounded estimate: 65%) to the proposed $500 million unsecured notes due 2029. While our analysis suggests the possibility for greater recovery for this debt, we have capped our recovery rating at '3'. We cap our unsecured recovery ratings on the debt issued by companies we rate in the 'BB' category at '3' to reflect the heightened risk that they may change their capital structure in ways that impair their unsecured recovery prospects." -- S&P's simulated default scenario anticipates a default in 2028 due to a significant disruption in the air travel industry, causing airlines to renegotiate leases and turn back aircraft on lease. This causes aircraft values to decline, requiring the company to use cash flow to pay down certain secured aircraft financings to meet collateralization covenants. -- S&P values the company on a going-concern basis following a discrete asset valuation approach. -- S&P said, "Although not part of our base-case assumptions, we recognize that the unsecured revolver (which will rank pari passu with the proposed notes) offers stronger creditor protection through various financial covenants, such as EBITDA interest coverage, an unencumbered asset ratio, and a debt-to-equity test. Covenant breaches, when in distress, could result in revolving creditors demanding collateral." -- S&P's analysis is pro forma for Macquarie's acquisition of 52 aircraft (24 already acquired as of June 30, 2023) from ALAFCO Aviation Lease and Finance Co. K.S.C.P. S&P includes both the assets as well as the acquisition debt in the waterfall. Simulated default assumptions -- Default year: 2028 -- S&P valued Macquarie AirFinance following a discrete asset valuation approach. Simplified waterfall -- Net recovery value after administrative costs (5%): $3.1 billion -- Valuation split; Macquarie AirFinance Holdings Ltd, (MAHL)/term loan and ALAFCO acquisition facility: 26%/74% -- Value available to secured term loan creditors: $2.3 billion -- Secured debt claims estimated at default: $1.6 million -- Net equity value estimated in secured asset pool (after satisfying term loan): $690 million -- Other unencumbered/unpledged assets at MAHL: $820 million -- Total value available to unsecured claims (includes fleet equity value after satisfying term loan): $1.5 billion -- Senior unsecured claims estimated at default (includes existing and proposed senior unsecured notes and revolver): $1.9 billion -- Recovery expectations: Capped at 50%-70% (rounded estimate: 65%) MALLINCKRODT PLC: BHG Reiterates Fraud Allegations -------------------------------------------------- The Buxton Helmsley Group, Inc., the New York City-based investment advisor to certain clients with financial interests in Mallinckrodt Plc. ("Mallinckrodt" or the "Company") (NYSE: MNK), on Sept. 11 issued the following statement regarding the Company's August 28, 2023, filing for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware (Case No. 23-11258): "We have reviewed the Company's disclosure statement (indexed at docket number 18) and, buried at page 490 of that statement of disclosures, it is revealed that the Company is -- just as BHG has been publicly alleging since its initial March 17, 2023, public report -- arguably delaying and concealing disclosure of nearly $1 billion in intangible asset depreciation expenses that were affecting investors even at the time of the Company's recent Form 10-Q filing with the U.S. Securities and Exchange Commission on August 8, 2023. Such a delay in accrual of asset value depreciation expenses arguably violates the Company's obligation to, under GAAP ASC 350/360 (and, even further, under Regulation S-X), accrue losses at the time those losses are affecting investors. The Company already made apparent these belatedly revealed losses to investors within that previous Form 10-Q filing, when it signaled its intent to sign onto a restructuring support agreement that would wipe out current shareholders, as they are set to receive no recovery. Current shareholders only had $625 million in "shareholder's equity" value associated with their investment interests, as of the date of the Company's recent Form 10-Q filing, due to the arguable concealment of these intangible asset depreciation expenses amounting to nearly $1 billion. We reaffirm that the Company's auditor, Deloitte & Touche, still remains silent and apparently engaged. BHG, lastly, notes that many of the Company's very publicly dissident shareholders appear to suddenly support a restructuring plan that 'wipes out' their personal equity interests for no consideration received. The shareholders whose shares will be wiped out also -- surprisingly -- are agreeing not to prosecute the directors and officers of the Company, nor object to any settlement offers in class-action lawsuits that they may be a party to, even though one of the Company's large publicly dissident shareholders has a pending class-action securities fraud lawsuit alleging a securities fraud scheme in line with BHG's alleged scheme of accounting and securities fraud extensively discussed in our 35-page public report on March 17, 2023. We maintain hope that the U.S. Securities and Exchange Commission and U.S. Trustee's Office will conduct a full investigation of these matters prior to any further possible irreparable harm of investors, and will not allow any lead plaintiff (in any class-action fraud lawsuit seeking relief of alleged harms from this Company's directors and officers) to serve with limited prosecutorial powers on behalf of any putative class. There is a clear reason why this Company's insiders remained silent without even denying BHG's securities and accounting fraud allegations extensively laid out on March 17, 2023, and that is because this Company's insiders apparently knew BHG was correct in its analysis. BHG alleged that this Company was running a mirror accounting and securities fraud scheme as that alleged scheme which occurred leading up to the Company's emergence from its past reorganization. In other words, BHG's allegations have arguably been vindicated." BHG's March 17, 2023, public report alleging concealed asset value depreciation expenses, in addition to its public letters to the Company since, may be found at: https://www.buxtonhelmsley.com/mnk/ About Buxton Helmsley The Buxton Helmsley Group, Inc. is a premier financial service, asset management and securities research firm, providing an array of services to a diversified group of individuals, corporations, trusts, and other entities. The firm's headquarters are in New York City. About Mallinckrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly-owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. Mallinckrodt in mid-June 2022 successfully completed its reorganization process, emerged from Chapter 11 and completed the Irish Examinership proceedings. Mallinckrodt Plc said in a regulatory filing in early June 2023 that it was considering a second bankruptcy filing and other options after its lenders raised concerns over an upcoming $200 million payment related to opioid-related litigation. Mallinckrodt plc and certain of its affiliates again 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. Judge John T. Dorsey oversees the new cases. In the prior Chapter 11 cases, the Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray, LLP as litigation counsel; Torys, LLP as CCAA counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. In the new Chapter 11 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. Kroll is the claims agent. MDMH PARTNERS: Seeks to Hire Fuller Law Firm as Legal Counsel ------------------------------------------------------------- MDMH Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire The Fuller Law Firm, PC as its legal counsel. The firm will render these services: (a) advise the Debtor with respect to its powers and duties; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case; (c) take all necessary action to protect and preserve the Debtor's estate; (d) prepare on behalf of the Debtor all legal papers; (e) negotiate and prepare on the Debtor's behalf a plan for reorganization, disclosure statement, and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; (f) advise the Debtor in connection with the possible sale or any possible re-finance of its assets; (g) appear before the court and the U.S. Trustee and protect the interest of the Debtor's estate before such courts and the U.S. Trustee; and (h) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with its Chapter 11 case. The hourly rates of the firm's counsel and staff are as follows: Lars T. Fuller, Attorney $505 Joyce Lau, Attorney $395 Rodrigo Franco, Certified Paralegal $125 In addition, the firm will seek reimbursement for expenses incurred. The firm also received a $15,000 retainer. Lars Fuller, Esq., an attorney at The Fuller Law Firm, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lars T. Fuller, Esq. THE FULLER LAW FIRM, PC 60 No. Keeble Ave. San Jose, CA 95126 Telephone: (408) 295-5595 Facsimile: (408) 295-9852 Email: admin@fullerlawfirm.net About MDMH Partners, LLC MDMH Partners is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 105 Newell Ave, Los Gatos, CA valued at $6.95 million. MDMH Partners, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-50817) on July 27, 2023. The petition was signed by Dan Shaw as manager. At the time of filing, the Debtor estimated $6,950,287 in assets and $4,668,912 in liabilities. Judge M. Elaine Hammond oversees the case. Lars Fuller, Esq. at The Fuller Law Firm, P.C. represents the Debtor as counsel. MERCY HOSPITAL: Hires H2C Securities Inc. as Investment Banker -------------------------------------------------------------- Mercy Hospital, Iowa City, Iowa and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ H2C Securities Inc. as investment banker. The firm will provide these services: a. assist the Debtors in the review of the business and operations of the Debtors and their historical and projected financial condition; b. assist the Debtors in preparing an informational disclosure package, as may be necessary and appropriate, describing the Debtors, their operations, their historical performance, and their future prospects for distribution to prospective partners; c. assist the Debtors in formulating a marketing strategy for a Strategic Transaction, and in developing procedures and a timetable to execute the strategy, if applicable; d. identify and manage communications with prospective partners; e. assist the Debtors, as may be necessary and appropriate, in the preparation of a management presentation for prospective partners; f. coordinate due diligence investigations of prospective partners; g. assist in the evaluation of Strategic Transaction proposals received from prospective partners; h. assist the Debtors in negotiating financial aspects of the Strategic Transaction, including advise as to the strategy and tactics of negotiations with prospective partners; i. meet with the Board of Directors, if requested, to discuss any proposed Strategic Transaction and its financial implications; j. provide other customary and appropriate financial advisory services as are mutually agreed in writing by H2C and the Debtors from time to time; k. review the Debtors' capital structure to obtain an understanding of constituent stakeholders, unencumbered assets, and liabilities of the Debtors; l. interact and negotiate with all key stakeholders; m. assist the Debtors with bankruptcy reporting requirements in coordination with the Debtors' financial advisor and other advisors; n. participate in hearings before the Court with respect to the matters upon which H2C has been engaged pursuant to the Engagement Letter, including testifying at any hearing or deposition in the Chapter 11 Cases relating to a Strategic Transaction; o. cooperate with any third-party consultants retained by the Debtors and/or outside bankruptcy counsel in connection with the bankruptcy, regarding matters related to the services provided by H2C pursuant to the Engagement Letter; p. advise and assist the Debtors and counsel in developing a timeline and milestones related to a potential sale of the Debtors' assets and operations; q. assist in the coordination of all activities related to closing the Strategic Transaction; r. advise, solicit, negotiate and assist the Debtors in obtaining debtor-inpossession financing ("DIP Financing"), in the event such a financing is required; and s. provide additional advisory services mutually agreed upon between the Debtors and H2C that is usual and customary in a bankruptcy. The firm will be paid as follows: a) Monthly Fee. As compensation for certain on-going Services described in paragraph 1 of the Engagement Letter, monthly payments of $25,000 (the "Monthly Fee") payable monthly on the first day of each month (which such payment shall be paid in advance for services for that month) until the earlier of (i) the consummation of a Strategic Transaction or (ii) the engagement is otherwise terminated. b) Strategic Transaction Fees. If a Strategic Transaction is consummated, the Debtors will pay the following (the "Strategic Transaction Fees"): (1) $50,000 upon the execution by the Company and the Partner(s) of a Letter of Intent or similar agreement (the "LOI Fee"). (2) $150,000 upon the execution by the Company and the Partner(s) of a Definitive Agreement (the "DA Fee"). (3) $600,000 upon the closing of the Strategic Transaction (the "Success Fee"), provided, however, the Success Fee shall be reduced by the amount of the LOI Fee and DA Fee paid by the Company prior to the closing. c) DIP Financing Fee. If the Debtors request H2C advise on a DIP Financing, a financing fee (the "DIP Financing Fee") of $100,000 shall be due and payable upon the entry of a final court order authorizing such financing, provided, however, if the State of Iowa's University of Iowa (the "University") or an affiliate thereof provides such DIP Financing, the DIP Financing Fee shall be $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. C. Richard Bayman, a partner at H2C Securities Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: C. Richard Bayman H2C Securities Inc. 623 Fifth Avenue, 29th Floor New York, NY 10022 Tel: (212) 257-4500 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. MERCY HOSPITAL: Hires Mcdermott Will & Emery LLP as Counsel ----------------------------------------------------------- Mercy Hospital, Iowa City, Iowa and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Mcdermott Will & Emery LLP as counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their business and properties; b. advising and consulting on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of the Debtors' creditors, equity holders, and other parties-in-interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. advising the Debtors in connection with any potential sale of assets or transfer of operations; g. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advising the Debtors regarding tax matters; i. assisting the Debtors in reviewing, assessing, estimating, and resolving claims asserted against the Debtors' estates; j. advising the Debtors regarding insurance and regulatory matters; k. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates, or otherwise further the goals of the Debtors in these Chapter 11 Cases; l. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto, including the review and analysis of potential claims and causes of action that may be released under such a plan; and m. performing all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the potential assumption and assignment or rejection thereof; (ii) analyzing the validity of liens asserted against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Partners $1,300 to $1,850 per hour Associates $725 to $1,250 per hour Paraprofessionals $150 to $670 The current standard hourly rates of the firm's professionals currently performing, or expected to perform, material work in the Chapter 11 Cases, are as follows: Felicia Gerber Perlman Partner $1,850 Daniel M. Simon Partner $1,450 Jack G. Haake Associate $1,190 Emily C. Keil Associate $1,105 Rebecca Trickey Associate $725 Jacque Bishop Jones, Paralegal $325 The firm will be paid a retainer in the amount of $100,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Felicia Gerber Perlman, Esq., a partner at Mcdermott Will & Emery LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Felicia Gerber Perlman, Esq. Daniel M. Simon, Esq. Emily C. Keil, Esq. MCDERMOTT WILL & EMERY LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 Email: fperlman@mwe.com dsimon@mwe.com ekeil@mwe.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. MERCY HOSPITAL: Hires Nyemaster Goode P.C. as Counsel ----------------------------------------------------- Mercy Hospital, Iowa City, Iowa and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Nyemaster Goode, P.C. as counsel. The firm's services include: a. advising the Debtors with respect to their powers and duties as debtors-in possession in the continued management and operation of their business and properties; b. advising and consulting on the conduct of the Chapter 11 Cases, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of the Debtors' creditors, equity holders, and other parties-in-interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with the Chapter 11 Cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. advising the Debtors in connection with any potential sale of assets or transfer of operations; g. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advising the Debtors regarding tax matters; i. assisting the Debtors in reviewing, assessing, estimating, and resolving claims asserted against the Debtors' estates; j. advising the Debtors regarding insurance and regulatory matters; k. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates, or otherwise further the goals of the Debtors in these Chapter 11 Cases; l. advising the Debtors on various aspects of the laws of the State of Iowa as applicable and as such issues may arise during the course of these Chapter 11 Cases; m. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto, including the review and analysis of potential claims and causes of action that may be released under such a plan; and n. performing all other necessary legal services for the Debtors in connection with the prosecution of the Chapter 11 Cases, including: (i) analyzing the Debtors' leases and contracts and the potential assumption and assignment or rejection thereof; (ii) analyzing the validity of liens asserted against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. The firm will be paid at these rates: Shareholders $250 to $800 per hour Associates $205 to $260 per hour Paraprofessionals $95 to $175 per hour The current standard hourly rates of certain of the firm's professionals currently performing, or expected to perform, material work in the Chapter 11 Cases, are as follows: Professional Billing Rate Roy Leaf, Shareholder $295 per hour Matthew McGuire, Shareholder $350 per hour Lindsey Guerrero, Associate $260 per hour Sharon Carney, Paralegal $95 per hour The firm received an advanced retainer in the amount of $20,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Roy Leaf, Shareholder at Nyemaster Goode, P.C. as Counsel, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Roy Leaf, Esq. NYEMASTER GOODE, P.C. 625 1st Street SE, Suite 400 Cedar Rapids, IA 52401-2030 Telephone: (319) 286-7002 Facsimile: (319) 286-7050 Email: rleaf@nyemaster.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. MERCY HOSPITAL: Hires ToneyKorf Partners to Provide CRO, CFO, CIO ----------------------------------------------------------------- Mercy Hospital, Iowa City, Iowa and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ ToneyKorf Partners, LLC to provide interim management services to the Debtors, including designating Mark E. Toney as Chief Restructuring Officer, James R. Porter as Chief Financial Officer, Christopher P. Karambelas as Chief Information Officer, and Chief Operating Officer, and certain Additional Personnel. The firm's engagement personnel will provide the following services: a. overseeing and managing all restructuring, operations, and assets of the Debtors; b. leading the Debtors in their day-to-day operations; c. establishing and setting the strategy for the Debtors, in conjunction with the Board, the Chair, the CEO, and other professionals and counsel of the Debtors; d. developing strategic alternatives for maximizing the enterprise value of the Debtors' various business lines; e. leading and managing the "working group" professionals who are assisting the Debtors in the restructuring process or who are working for the Debtors' various stakeholders to improve coordination of their efforts and individual work product to be consistent with the overall restructuring goals; f. coordinating with the Board, the Chair, and appropriate outside professionals to manage the communications with key constituents, including physicians, managers, staff, vendors, community leaders, elected officials, as well as other constituent groups, as needed and appropriate for each respective group; g. leading communications and/or negotiations with outside stakeholders, including bondholders, lenders, banks, creditors, and their respective advisors; h. in coordination with the Debtors' investment banker and other professionals, leading and overseeing the negotiations with potential acquirers of the assets of the Debtors; i. analyzing regulatory issues and processes; j. assisting in the identification and implementation of cost reduction and operations improvement opportunities; k. reviewing and assessing financial information that has been and that will be provided by the Debtors to its creditors, including without limitation its short-term and long-term projected cash flows and operational performance; l. managing the Debtors' financial and treasury functions, including (i) strengthening the core competencies in the finance organization, particularly cash management, planning, general accounting, financial reporting, and information management, and (ii) identifying and implementing both short-term and long-term liquidity generating initiatives; m. assisting in overseeing and driving financial performance in conformity with the Debtors' business plan; n. overseeing the operation of all information technology systems and reporting; o. identifying areas for improvement in information technology systems and applications; p. assisting and collaborating with counsel and other professionals to provide administrative support for the bankruptcy cases, and assisting with the development of the plan of reorganization and related disclosure statement or other appropriate case resolution, if necessary; q. coordinating and overseeing the preparation of the schedules and other regular reports required by the Court or which are customarily issued by the Debtors' CFO as well as providing assistance in such areas as testimony before the Court on matters that are within ToneyKorf Partners' areas of expertise; r. assisting with financing issues in connection with the bankruptcy cases and in conjunction with the plan of reorganization; and s. assisting with such other matters as may be requested by the Board or its designated committee that fall within ToneyKorf Partners' expertise and that are mutually agreed upon. The firm will be paid at these rates: Mark E. Toney, CRO $950 per hour James R. Porter, CFO $725 per hour Christopher P. Karambelas $650 per hour Margaret Brubaker, V-President of Human Resources $610 per hour Kara Borodkin, Finance Manager $300 per hour The firm received from the Debtor a retainer in the amount of $750,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark E. Toney, a partner at Toneykorf Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark E. Toney TONEYKORF PARTNERS, LLC 1595 N Central Ave Valley Stream, NY 11580 Tel: (855) 857-1212 Email: mtoney@toneykorf.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. MIKU INC: Cash Collateral Access, $1MM DIP Loan from W67 OK'd ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Miku, Inc. to use cash collateral and obtain up to $1 million in postpetition financing, on a final basis. The Debtor requires the use of cash collateral and the DIP Facility to finance its operations, maintain business relationships, pay its employees, and protect the value of its assets. The Debtor obtained secured, superpriority postpetition financing from W67, LLC, which will be available in one or more advances. The advances under a promissory note will be available no more frequently than every two weeks, and will be used by the Borrower solely to fund disbursements in amounts and for purposes consistent with the budget. Unless otherwise agreed upon by the Lender in its sole discretion, each Advance thereunder will be in a minimum amount of $100,000 for the succeeding two-week period -- or, in the case of the final Advance thereunder, to fund a Wind-Down Reserve in connection with the closing of a sale of the Borrower's assets approved by a court order. The DIP facility is due and payable through the earliest to occur of: (i) the Termination Date; (ii) the occurrence of an Event of Default; (iii) the date upon which a plan of reorganization or liquidation is confirmed in the Bankruptcy Case; (iv) the date upon which a sale transaction has been consummated pursuant to a Sale Order entered in the Bankruptcy Case approving the sale of all or a substantial portion of the Borrower's assets; and (v) September 18, 2023. These events constitute an "Event of Default": (a) If the Borrower fails to perform any obligations or violates any of the covenants of the Note; (b) If for any bi-weekly testing period of the Budget, (i) the Borrower fails to achieve actual receipts of at least 90% of projected receipts for such time period as set forth in the Budget, or (ii) the Borrower's actual disbursements exceed 115% of the projected disbursements in accordance with the Budget for any one-week period or 110% in the aggregate for any consecutive three-week period; (c) If the Borrower fails or neglects to perform, keep, or observe any deadline related to a Case Milestone; or (d) If the Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in the Note, in any of the Loan Documents, or in any other present or future agreement between Borrower and Lender, and, as to any such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the same within 10 days after the occurrence thereof. As of the Petition Date, the Debtor had outstanding secured debt pursuant to an Amended and Restated Promissory Note and Security Agreement, dated as of August 11, 2023, between the Debtor, as borrower, and W67 LLC, as lender. As of August 14, 2023, the aggregate outstanding principal and interest owed by the Debtor under the Prepetition Lender Documents was approximately $3.031 million. The Prepetition Obligations are secured by a security interest in substantially all of the Debtor's assets. As adequate protection, the Prepetition Lender will be granted valid and perfected replacement and additional security interests in, and liens on all of the Debtor's right, title and interest in, to and under all DIP Collateral. The Adequate Protection Liens are valid, binding enforceable and fully perfected as of the date thereof and subordinate and subject to (i) the DIP Liens, and (ii) the Carve Out. As further adequate protection of the Prepetition Lender's interests with respect to outstanding obligations, the Prepetition Lender is granted administrative claims against the Debtor's estate under 11 U.S.C. sections 503 and 507(b) to the extent that the Adequate Protection Liens do not adequately protect against any diminution in the value of the Prepetition Lender's interests in the Prepetition Lender Collateral. The Carve Out means, collectively, the following fees and expenses: (i) All statutory fees required to be paid to the Clerk of the Bankruptcy Court pursuant to 28 U.S.C. section 1930(a); and (ii) (A) prior to the occurrence of the Maturity Date, the aggregate amount of accrued and unpaid professional fees and expenses of the Debtor retained by final order of the Court under 11 U.S.C. sections 327, 328, or 1103(a), to the extent such fees and expenses are allowed and payable pursuant to a Court order and the reimbursement of out-of-pocket expenses allowed by the Bankruptcy Court incurred by the Subchapter V Trustee in the performance of his or her duties, not to exceed the amounts set forth in the Budget for the Case Professional or Subchapter V Trustee Fees, plus (B) after the occurrence of the Maturity Date, an amount not to exceed: (I) $30,000 in the aggregate for the Debtor's professionals, and (II) $10,000 in the aggregate for the Subchapter V Trustee, less (C) unapplied pre-petition retainers. A copy of the order is available at https://urlcurt.com/u?l=B5YCZP from PacerMonitor.com. The Debtor projects total disbursements of $844,736 for the 12-week period through Oct. 30. The Debtor projects total disbursements, on a weekly basis, as follows: $396,025 for the week beginning September 4, 2023; $89,000 for the week beginning September 11, 2023; $201,311 for the week beginning September 18, 2023; $0 for the week beginning September 25, 2023; $5,000 for the week beginning October 2, 2023; $0 for the week beginning October 9, 2023; $0 for the week beginning October 16, 2023; $5,000 for the week beginning October 23, 2023; and $85,000 for the week beginning October 30, 2023. About Miku, Inc. Miku, Inc. is engaged in the manufacturing of audio and video equipment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 23-17005) on August 14, 2023. In the petition signed by Johann Fernando, chief executive officer, the Debtor disclosed $3,696,093 in assets and $5,100,016 in liabilities. Judge Christine M. Gravelle oversees the case. Morris S. Bauer, Esq., Duanne Morris LLP, represents the Debtor as legal counsel. W67 LLC, as DIP Lender, is represented by: Jeff M. Wolf, Esq. Ari Newman, Esq. Greenberg Traurig, LLP One International Place, Suite 2000 Boston, MA 02110 E-mail: wolfj@gtlaw.com newmanar@gtlaw.com MOUNTAIN VIEW: Hires Nadler and Associates LLC as Accountant ------------------------------------------------------------ Mountain View Orchard, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Nadler and Associates, LLC as accountant. The firm will assist the Debtor in the preparation of operating reports, financial statements, and returns and reports for taxing authorities. The firm will be paid at the rates of $350 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. L.G. Nadler, a Certified Public Accountant at Nadler and Associates, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: L.G. Nadler Nadler and Associates, LLC 300 Garden City Plaza, #419 Garden City, NY 11530 About Williams Industrial Services Group Inc. Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. MSS INC: Ciara Rogers Named Subchapter V Trustee ------------------------------------------------ The U.S. Bankruptcy Administrator for the Eastern District of North Carolina appointed Ciara Rogers, Esq., at Waldrep Wall Babcock & Bailey, PLLC as Subchapter V trustee for MSS, Inc. Ms. Rogers will be paid an hourly fee of $375 for her services as Subchapter V trustee. The Subchapter V trustee can be reached at: Ciara L. Rogers, Esq. Waldrep Wall Babcock & Bailey, PLLC 3600 Glenwood Avenue, Suite 210 Raleigh, NC 27612 Phone: (984) 480-2005 Email: crogers@waldrepwall.com About MSS Inc. MSS. Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Matthew Filzen, vice president and chief operations officer, signed the petition. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. NB LOFT VUE: Chapter 11 Trustee Proposes Liquidating Plan --------------------------------------------------------- Randy W. Williams, not individually but as Chapter 11 trustee of NB Loft Vue, DST and NB Vue Mac, DST, filed a Combined Disclosure Statement and Joint Plan of Liquidation for the Debtor. The Plan is a liquidating plan. The Plan provides that the Trustee will administer and liquidate all remaining property of the Debtors, and will distribute the proceeds in accordance with the Plan and the priority scheme set forth in the Bankruptcy Code, subject to certain agreements by creditors to accept lesser treatment than set forth in the Bankruptcy Code. The Trustee further notes that the two Debtors – Loft Vue and Vue Mac – have not been substantively consolidated, and the Plan does not propose to have the estates substantively consolidated. As such, Creditors should be advised that this Plan shall be deemed a separate plan of liquidation for each Debtor, and that the assets of one Debtor shall only be used to make distributions to creditors of that Debtor. Debtor NB Loft Vue, DST ("Loft Vue") is a Delaware Statutory Trust that owned and operated the "Loft Vue Student Housing Apartments" (the "Loft Vue Facility") located at 3125 McCart Ave., Fort Worth, Texas 76110. The Loft Vue Facility is located two blocks from Texas Christian University ("TCU") and offers 81 fully furnished and unfurnished apartments, with a total of 147 beds, for TCU students. The Loft Vue Facility also offers a host of luxury amenities for its student tenants, including an outdoor pool, gym, coffee bar, dog park, and secure and gated parking garage. Debtor NB Vue Mac, DST ("Vue Mac") is a Delaware Statutory Trust that owned and operated "The Vue on MacGregor Student Housing Apartments" (the "Vue Mac Facility") located at 4460 S. MacGregor Avenue, Houston, Texas 77021. The Vue Mac Facility is located near the University of Houston ("UH") campus and offers 115 fully furnished and unfurnished apartments, with a total of 347 beds, for UH students. The Vue Mac Facility also offers a host of luxury amenities for its student tenants, including an outdoor pool, two gyms, study areas, and a dog park. Vue Mac: Under the Plan, Class VM4—General Unsecured Claims total $11,584,231 and will recover of their claims. On the applicable Distribution Date, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of fifty percent (50%) of any net recovery from the Tax Value Claims payable to the Trustee, net of the Trustee's fees. This class is impaired. "Tax Value Claims" means the claims in two lawsuits in Harris County District Court (2022-56601 and 2021-60521) challenging the 2020 and 2021 assessed tax value of Vue Mac's real property and improvements, which claims were transferred to Fannie Mae in exchange for a sharing arrangement for any tax value reduction savings pursuant to the Order Approving Trustee's Motion to Transfer Ad Valorem Tax Value Reduction Claims to Fannie Mae in Exchange For Sharing Arrangement for Any Tax Value Reduction Savings entered February 17, 2023. Loft Vue: Under the Plan, Class LV4—General Unsecured Claims total $378,948.11 and will recover 9.2% of their claims. On the applicable Distribution Date, each Holder of an Allowed General Unsecured Claim will receive its Pro Rata share of $35,000.00 in cash that would otherwise be available for payment of Administrative Expense Claims. This class is impaired. Chapter 11 Trustee of NB Loft Vue DST and NB Vue Mac DST: Bruce J. Ruzinsky, Esq. Matthew D. Cavenaugh, Esq. Jackson Walker LLP 1401 McKinney, Suite 1900 Houston, TX 77010 Phone: (713) 752-4204 E-mail: bruzinsky@jw.com mcavenaugh@jw.com A copy of the Combined Disclosure Statement and Joint Plan of Liquidation dated September 1, 2023, is available at https://tinyurl.ph/KsnFZ from PacerMonitor.com. About NP Loft Vue and NB Vue Mac NP Loft Vue DST and NB Vue Mac DST sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 21-32292) on July 6, 2021, with as much as $50 million in both assets and liabilities. Patrick Nelson, the Debtors' authorized representative, signed the petition. Judge Marvin Isgur oversees the cases. The Debtors tapped Tucker Ellis, LLP and Munsch Hardt Kopf & Harr, P.C. as legal counsels, and O'Boyle Properties, Inc. as investment banker. Randy W. Williams is the Chapter 11 trustee appointed in the Debtors' cases. Jackson Walker, LLP, TPS-West, LLC and Ryan, LLC serve as the trustee's legal counsel, accountant and property tax consultant, respectively. NEW BEGINNING: Seeks 21-Day Extension to File Plan -------------------------------------------------- New Beginning Realty Corp. filed with the Bankruptcy Court a motion for an extension of 21 days (until September 20, 2023) to file a Disclosure Statement and a Chapter 11 Plan. The largest claims numbers 4 and 5 filed by Planet Home as servicer for Luna have been addressed and will be treated according to the terms of the Stipulation approved by the Court. The claim number 1 by CRIM and claim number 2 by the US Small Business Administration have secured portions which will be paid in full by the Debtor on the effective date of the plan. However, claim number 3 by the PR Department of Treasury includes a priority amount of $65,013 which is not subject to payment and was assessed incorrectly by the creditor. Accountant for the Debtor visited the PR Department of Treasury to discuss the calculations of the alleged debt and understood that an amended proof of claim would be filed reducing the claim. However, to this date the amended claim has not been filed. The establishment of the correct amounts due to the PR Department of Treasury is important as this will affect the distribution to general unsecured claims. The Debtor has complied with all of the requirements of the Office of the U.S. Trustee and has complied with the filing of all monthly operating reports which show that the Debtor has maintained its operations after the filing for relief. Disclosure statement and Chapter 11 plan cannot be filed until the correct amounts owed to the PR Department of Treasury are determined. This is important to determine the correct amount of Treasury's priority claim and general unsecured claim. These amounts will also affect distribution to the general unsecured portion of the claims of other creditors. Thus, at this time any proposed payment schedule to priority and general unsecured creditors cannot be accurately determined until Treasury's claim is settled. The 21-day extension of the deadline will allow for the filing of a disclosure statement which will grant parties all the information necessary in order to assess Debtor's financial condition and the proposed distribution to general unsecured creditors, in order to vote on a confirmable plan. The proposed new deadline allows time for Treasury and Debtor to complete audit of the claim and determine the correct amounts due, so as to file a plan with accurate and correct proposed payments to priority and unsecured creditors. Counsel for the Debtor: Noemí Landrau Rivera, Esq. LANDRAU RIVERA & ASSOC. PO Box 270219 San Juan, PR 00970-0219 Tel: (787) 774-0224 Fax: (787) 919-7713 E-mail: nlandrau@landraulaw.com About New Beginning Realty Corp. New Beginning Realty Corp., a company in San Juan, P.R., filed its voluntary petition for Chapter 11 protection (Bankr. D.P.R. Case No. 23-01049) on April 12, 2023, with as much as $1 million to $10 million in both assets and liabilities. Carlos A. Quinones Alfonso, president of New Beginning Realty Corp., signed the petition. Noemi Landrau Rivera, Esq., at Landrau Rivera & Assoc. serves as the Debtor's legal counsel. NEW JERUSALEM: Unsecureds to Recover 100% in Church's Plan ---------------------------------------------------------- New Jerusalem Faith Apostolic Church, Inc., submitted a Plan and a Disclosure Statement. General Unsecured Creditors are classified in Classes 3-a, and will receive a distribution of 100% of their allowed claims. The Debtor operates a place of worship located at 27 Linley Circle, Selmer TN 38375. It owns certain real and personal property described in the Schedules that is used for church operations. The Debtor's income that it will use to fund the Plan will be generated from its tithes and offerings. The Debtor is also liquidating some real property to fund the plan. Under the Plan, Class 3-a General Unsecured Class consists of creditor, T-Mobile Inc. total $580.50 and will be paid in full within 30 days after the entry of the order confirming the plan. Class 3-a is impaired. Payments and distributions under the Plan will be funded by the following: revenue obtained from the Debtor's tithe's and offerings and from the net proceeds from the sale of 1157 Cherry Ave. W., Selmer TN 38375. Attorney for the Debtor: C. Jerome Teel, Jr., Esq. 425 E. Baltimore Jackson, TN 38301 Tel: (731) 424-3315 Fax: (731) 424-3501 A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/Asyqj from PacerMonitor.com. About New Jerusalem Faith Apostolic Church New Jerusalem Faith Apostolic Church, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-10574) on May 8, 2023, with up to $1 million in assets and up to $500,000 in liabilities. Ferdinand Gant, president of New Jerusalem Faith Apostolic Church, signed the petition. C. Jerome Teel, Jr., Esq., at Teel & Gay, PLC is the Debtor's legal counsel. NFP CORP: Moody's Assigns B1 Rating to $350MM Senior Secured Notes ------------------------------------------------------------------ Moody's Investors Service has assigned a B1 rating to $350 eight-year senior secured notes being issued by NFP Corp. (NFP, corporate family rating B3). The notes are being offered to qualified institutional investors under Rule 144A of the Securities Act of 1933, and are secured on a pari passu basis with NFP's first priority senior secured debt and credit facilities. The company intends to use net proceeds of the offering to fund its acquisition pipeline and pay related fees and expenses. The rating outlook for NFP is unchanged at negative. RATINGS RATIONALE According to Moody's, NFP's ratings reflect its expertise and solid market position in insurance brokerage, particularly providing employee benefits and property & casualty products and services to mid-sized firms. The company also offers insurance and wealth management services to high net worth individuals. NFP ranks among the 15 largest US insurance brokers, and its business is well diversified across products, clients and regions, primarily in the US. NFP generates healthy EBITDA margins and maintains good liquidity, including cash on hand and revolving credit capacity. Offsetting these strengths are NFP's persistently high financial leverage and limited interest coverage, leaving the company little room for error in managing its existing and acquired operations. Given its acquisition strategy, NFP also has contingent earnout liabilities that consume a significant portion of its free cash flow. Moody's expects that NFP will continue to pursue a combination of organic growth and acquisitions, the latter giving rise to integration and contingent risks (e.g., exposure to errors and omissions), although NFP has a favorable track record of absorbing small and mid-sized brokers. NFP generated solid organic revenue growth of 4.2% through the first half of 2023, including organic growth of 5.4% in its employee benefits lines, 2.8% from the property and casualty insurance, and 4% from its wealth and retirement business. Moody's expects organic growth rates for NFP and other insurance brokers will decline in the year ahead based on slower US economic growth. The negative rating outlook reflects the company's continued elevated financial leverage and uncertainty over the pace at which it might reduce leverage toward historical levels. Giving effect to the incremental borrowing, NFP has pro forma debt-to-EBITDA above 7.5x, per Moody's calculations, with (EBITDA - capex) interest coverage in the low single digits, and a weak free-cash-flow-to-debt ratio. These metrics incorporate Moody's adjustments for operating leases, contingent earnout obligations, certain unusual/non-recurring items, and run-rate EBITDA from acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could return the rating outlook to stable include: (i) debt-to-EBITDA ratio at or below 7.5x, (ii) (EBITDA - capex) coverage of interest above 1.2x, (iii) free-cash-flow-to-debt ratio above 2%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio remaining above 7.5x, (ii) (EBITDA - capex) coverage of interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in New York City, NFP Corp. provides a range of insurance brokerage, consulting and advisory services, including benefits and life, property and casualty, and wealth and retirement solutions, largely in the US. The company generated revenue of $2.3 billion for the 12 months through June 2023. NFP CORP: S&P Rates New Senior Secured Notes Due 2031 'B' --------------------------------------------------------- S&P Global Ratings assigned its 'B' debt rating to NFP Corp.'s proposed $300 million senior secured notes due August 2031. S&P also assigned a '3' recovery rating, indicating its expectation of meaningful recovery (60%) in the event of payment default. The ratings on NFP Holdings LLC, including S&P's 'B' long-term issuer credit rating and 'B' debt ratings on the first-lien credit facilities, are unaffected by the proposed senior secured notes issuance. The new financing will have terms similar to the terms on NFP Corp.'s existing $350 million senior secured notes due 2030, with the proceeds being used to fund acquisitions through the first quarter of 2024. Pro forma adjusted financial leverage (inclusive of this deal) for the 12 months ended June 30, 2023, is 10.0x (or 8.7x when excluding preferred equity treated as debt), with cash coverage of 2.1x, according to S&P's calculation. S&P's calculation of financial leverage includes an EBITDA provision for signed letters of intent (contracted deals) to be closed and funded with debt raise proceeds through year-end 2023. S&P said, "We forecast that NFP's adjusted pro forma financial leverage will remain elevated in 2023, at about 8.0x (excluding preferred shares). By year-end 2024, we anticipate a moderate drop in leverage to about 7.5x (excluding preferred shares), driven by the sustained pace of NFP's top-line growth and by margin stability in connection with funding deployment (we also expect NFP's cash position to remain elevated in 2023). By year-end 2024, we also expect pro forma adjusted EBITDA cash interest coverage to be near 2.0x." NOBLE HOUSE: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Lead Debtor: Noble House Home Furnishing LLC 21325 Superior Street Chatsworth, CA 91311 Business Description: The Debtors are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, the Debtors design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. The Debtors also sell through wholesale channels, primarily to the Big Box retailers - TJMaxx, Home Goods, Marshalls, Ross Stores and others. Chapter 11 Petition Date: September 11, 2023 Court: United States Bankruptcy Court Southern District of Texas Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Noble House Home Furnishing LLC (Lead Case) 23-90773 Le Pouf, LLC 23-90772 Best Selling Home Decor Furniture, LLC 23-90774 NH Services LLC 23-90775 Heavy Metal, Inc. 23-90776 Judge: Hon. Christopher M. Lopez Debtors' Counsel: Michael D. Warner, Esq. Maxim B. Litvak, Esq. Benjamin L. Wallen, Esq. PACHULSKI STANG ZIEHL & JONES LLP 440 Louisiana Street, Suite 900 Houston, TX 77002 Tel: (713) 691-9385 Fax: (713) 691-9407 Email: mwarner@pszjlaw.com mlitvak@pszjlaw.com bwallen@pszjlaw.com - and - Richard M. Pachulski, Esq. Teddy M. Kapur, Esq. Gregory V. Demo, Esq. 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 Email: rpachulski@pszjlaw.com tkapur@pszjlaw.com gdemo@pszjlaw.com Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING, LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Gayla Bella as chief financial officer. A full-text copy of the Lead Debtor's petition is available for free at PacerMonitor.com at: https://pacermonitor.com/case/50441425/Noble_House_Home_Furnishings,_LLC Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Jiang Su Chairone Home Furniture Trade Debt $4,203,015 Co., Ltd No. 333 Xuhuai Rd., Zhongxing Town Siyang County Suqian City, Jiangsu 223700 China Name: Mr. Wu Phone: 13801768850 Email: gm-wgs@chairone.net 2. HA Thanh Import-Export Company Trade Debt $4,046,770 Limited 108 Ly Thai To Street, Quang Trung Ward Quy Nhon City, Binh Dinh Province 55000 Vietnam Name: Ms. Le Thi Phuong Thao Phone: 84 901 805 777 Email: lethao1851@gmail.com 3. Wegmans Furniture Trade Debt $3,091,389 Industries SDN BHD Lot PTD 3504, Jalan Bakri Batu 7 1/2 Muar, Johor 84 Malaysia Name: Collin Phone: 00 606 986 7897 / 60126396622 Email: collin@wegmansfurniture.com 4. Phu Tai Joint Stock Company Trade Debt $2,892,926 Phuoc Thanh Commune Tuy Phuoc District, CA 55113 Vietnam Name: Mr. Nguyen Sy Hoe Phone: 84 903 581 798 Email: nguyensyhoe@gmail.com 5. Suzhou Shushi Trade Debt $2,187,234 Furniture Co Ltd No. 18 Laoliuhe Road Chengxiang Town Taicang, Jiangsu, China Name: Ruobin Tang Phone: 13862386823 Email: rbtang@szss.com.cn 6. Eco Tech Co., Ltd Trade Debt $2,055,046 Lot A5-A6 Phuoc An Industrial Zone Tuy Phuoc Dist, Binh Dinh Province 55000 Vietnam Name: Mr. Hoang Quy Thach Phone: 84 903 550 074 Email: ecotech@thachoang.com 7. Vinafor Danang Trade Debt $2,041,692 Wood Processing Enterprise No 42 Lac Long Quan Str. Hoa Khanh Bac Ward Lien Chieu District, Da Nang 50000 Vietnam Name: Mr. Huynh The Vinh Phone: 84 905 112 669 Email: vinh.vinafordn@gmail.com 8. Grand Universe Trade Debt $2,026,494 Investment Ltd. Photoelectric Industry Base Xiamei Town, Nanan Quanzhou City Fujian, CA 1809 China Name: Monica Phone: 13636915150 / 86-595 2288 1048 Email: monica@sanshuico.cn 9. FEDEX Trade Debt $1,757,062 P.O. Box 7221 Pasadena, CA 91109-7321 USA Phone: 800-463-3339 Email: customersolutions@fedex.com 10. Bazhou Hongjiang Trade Debt $1,645,164 Furniture Co.,Ltd Economic Cooperation Area, Shengfang Town Bazhou City, Hebei Province 065700 China Name: Tianjiang Phone: 15132653333 Email: sales3@cnhjjj.com 11. Fujian Anxi Jiafu Trade Debt $1,608,602 Handicrafts Co.,Ltd. Tongmei Industrial Area Anxi, Fujian 362400 China Name: Winson Phone: 13959913113 Email: anxijiafu@vip.163.com 12. Haining Zhenyi Trade Debt $1,436,068 Furniture Co.,Ltd No.6 South Sangzhi Road Zhouwangmiao Town Haining City, Zhejiang 314407 China Name: Mr. Feng (Fenglingjie) Phone: 13806726809 Email: 13806726809@139.com 13. Anji Qianghong Trade Debt $1,300,678 Furniture Co.,Ltd Yishita Industrial Zone. Anji County Huzhou City, Zhejiang 313300 China Name: Mr Lou (Louzhihong) Phone: 13967275059 Email: nicknie@ajhongs.com 14. 19 Forestry Joint Trade Debt $1,260,420 Stock Company D1.4 Lot, Nhon Hoa Industrial Park Nhon Hoa Ward An Nhon Town, Binh Dinh Province 55112 Vietnam Name: Mr. Bui Van Khoanh Phone: 84 903 574 197 Email: vankhoanh@gmail.com 15. King Import & Trade Debt $1,239,535 Export Trade Co., Limited Room 2109, No.188 Siping Road Hongkou, Shanghai 200081 China Name: King Phone: 86 139 1822 4133 Email: king@kingshipping.com 16. Caoxian Mu Si Te Trade Debt $1,115,947 Crafts Co., Ltd North Of The Middle of Yalujiang Rd. Qinghe Subdistrict Office Cao County Heze City, Shandong Province 274400 China Name: Lewis Phone: 0530- 3061168 / 15864606199 Email: fuyang11@sdfygy.com 17. A-IHome Furniture Ltd Trade Debt $1,111,980 No3439 Linggongtang Road Nanhu Zone Jiaxing Zhejiang 314006 China Name: Jame Jiang Phone: 18668359977 Email: ihome001@vip.163.com 18. Forest Products Trade Debt $1,060,120 Export Joint- Stock Company of Quangnam Dien Ngoc Village, Dien Ban District Dien Ban Town Quangnam Province 51000 Vietnam Name: Mr. Phan Anh Tuan Phone: 84 905 114 287 Email: xndienngoc@forexco.vn 19. Tongxiang Jason Trade Debt $917,028 Import & Export Co.,Ltd No. 1500, Guangming Road Tongxiang, Zhejiang 314500 China Name: Jason Yang Phone: 13758328477 Email: Jasonfurniture@vip.163.com 20. Hao Mei Limited (HK) Trade Debt $908,636 No 27, Kai Yuan Road Dong Hua Street, Long You County, Qu Zhou City, Zhejiang Province 324000 China Name: Mr. Liu Phone: 86 13702454235 Email: ljy@haomei.hk 21. Lion International Trade Debt $810,347 Logistics (HK) Co., Limited Unit 1216,12/F, Bonded Goods Market Building Xiangyu Road, No.88 Xiamen, CA 999077 China Name: Wang Weiguang Phone: 86 139 5018 8472 Email: wangweiguang@lionlogi.com.cn 22. Kingston Industry Trade Debt $808,353 Vietnam Ltd Lot B8 Center Road Phu Tai Industrial Zone Tran Quang Dieu Ward Quy Nhon City, Binh Dinh Province 55000 Vietnam Name: Ms. Cao Phuong Thao Phone: 84 983 683 083 Email: thao@kingstonvn.com 23. Hangzhou Trade Debt $777,073 Changshun Furniture Co., Ltd. No. 88, Zhumufan Yushan Industry Zone, Fuyang Hangzhou, Zhejiang 311400 CHINAHangzhou Changshun China Name: Mr. Peng Phone: 13805765305 Email: furniture@hzchangshun.com 24. Xin Jian Trade Debt $752,977 Hardware Limited No.5,Jinji Rd. Dapianmei Industrial Zone Dalinshan Town Dongguan City, Guangdong Province 523820 China Name: Jason Wang Phone: 13828805740 Email: wangjun.0203@163.com 25. Anxi Future Star Trade Debt $746,036 Crafts Co., Ltd Anxi Business Investment Zone Quanzhou, Fujian 362400 China Name: Mr. Ye Phone: 189 6564 1819 Email: chaodong@futurecrafts.net 26. Anji Yiyuan Trade Debt $723,116 Furniture Co., Ltd. Building 1 Baishuiwan Industrial Park Tianhuangping Huzhou, Zhejiang 313301 China Name: Linda Chen Phone: 15857213808/05272- 5700315 Email: lindachen@z- maxcraftfurniture.cn 27. Cam Ha Joint- Trade Debt $721,259 Stock Company 448 Hung Vuong Str, 3rd Group Thanh Ha Ward Hoi An City, Quang Nam Province 51000 Vietnam Name: Mr. Duong Phu Minh Hoang Phone: 84 905 454 745 Email: hoangcamha@camhafur niture.com 28. Hangzhou Trade Debt $698,494 Hengzhijie Import And Export Co., Ltd. Jian Bei North Rd 35, Qiantan Town Jiande City, Zhejiang Province 311602 China Name: Mr. Jiang Phone: 13805704252 Email: jd-xxjianglin@163.com 29. Ningbo Mayard Trade Debt $688,907 Outdoor Products Co., Ltd 999 Xinling West Road Shangqiao Economic Development District Xiwu Street, Fenghua Ningbo, Zhejiang 315514 China Name: Amy Phone: 13777132696 Email: amy@cnnewsky.net 30. Pudong Prime Trade Debt $657,746 Int'l Logistics, Inc 9660 Flair Drive, Suite 488 El Monte, CA 91731 USA Phone: 626-258-0540 Email: larrypdus@cs.com NOBLE HOUSE: Files Chapter 11, GigaCloud Enters Into APA -------------------------------------------------------- GigaCloud Technology Inc (Nasdaq: GCT), a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise, on Sept. 12, 2023, disclosed that it has entered into a definitive agreement (the "Asset Purchase Agreement") as the stalking horse bidder to acquire substantially all of the assets of Noble House Home Furnishings, LLC and certain of its affiliates ("Noble House") for $85 million in connection with Noble House's Chapter 11 bankruptcy proceedings. Noble House is a leading distributor, manufacturer and retailer of an extensive selection of indoor and outdoor home furnishings. Noble House sells its portfolio of products through a diverse set of third-party channels, with leading positions at major retailers. "With over 8,000 SKUs and a strong supply chain system, we believe Noble House will add significant depth to our 1P and 3P businesses, supplementing our already diverse range of product offerings," said Larry Wu, Founder, Chairman, and Chief Executive Officer of GigaCloud. "On the other hand, we believe GigaCloud's B2B platform will enhance Noble House's operational efficiency and expand Noble House's sales channels. With our healthy balance sheet and cohesive marketplace ecosystem, we are confident that GigaCloud has the resources and management capabilities to stabilize and grow Noble House's business in the future." Noble House filed for Chapter 11 bankruptcy protection on September 11, 2023, with the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"). The Asset Purchase Agreement is subject to certain customary closing conditions, including certain orders being entered by the Bankruptcy Court. The Asset Purchase Agreement is also subject to higher and better offers Noble House may receive during the auction process. About GigaCloud Technology Inc GigaCloud Technology Inc. -- https://investors.gigacloudtech.com/ -- is a pioneer of global end-to-end B2B ecommerce solutions for large parcel merchandise. The Company's B2B ecommerce platform, which it refers to as the "GigaCloud Marketplace," integrates everything from discovery, payments and logistics tools into one easy-to-use platform. The Company's global marketplace seamlessly connects manufacturers, primarily in Asia, with resellers, primarily in the U.S., Asia and Europe, to execute cross-border transactions with confidence, speed and efficiency. The Company offers a truly comprehensive solution that transports products from the manufacturer's warehouse to the end customer's doorstep, all at one fixed price. The Company first launched its marketplace in January 2019 by focusing on the global furniture market and has since expanded into additional categories such as home appliances and fitness equipment. NOVATION COMPANIES: Hire Young Conaway Stargatt as Counsel ---------------------------------------------------------- Novation Companies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP as counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their businesses, management of their properties, and any sale of their assets; b. preparing and pursuing confirmation of a chapter 11 plan and approval of a related disclosure statement; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; and e. performing all other legal services for the Debtors that may be necessary and proper in these proceedings. The firm will be paid at these rates: Robert F. Poppiti, Jr., Partner $890 per hour Allison S. Mielke, Associate $685 per hour Kristin L. McElroy, Associate $475 per hour Troy Bollman, Paralegal $355 per hour The firm received an initial retainer in the amount of $ 75,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert F. Poppiti, Esq., a partner at Young Conaway Stargatt & TayloR, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Phone: (302) 576-3591 Email: rpoppiti@ycst.com About Novation Companies, Inc. Novation Companies, Inc. and its subsidiaries, through Healthcare Staffing, Inc., provide outsourced healthcare staffing and related services in the state of Georgia. Novation Companies, Inc. and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11153) on August 13, 2023. In the petition signed by Michael Wyse, chief restructuring officer, Novation Companies disclosed up to $50,000 in assets and up to $97,804,338 in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel, Olshan Frome Wolosky LLP as corporate counsel, WALLC as CRO provider, and Stretto, Inc. as noticing, claims, solicitation and balloting agent. Nighthawks Holdings I, LLC, as DIP agent, is represented by lawyers at Loeb & Loeb LLP. Wilmington Savings Fund Society, FSB, as Collateral Agent, is represented by McDermott Will & Emery LLP. NOVATION COMPANIES: Hires Stretto Inc. as Administrative Advisor ---------------------------------------------------------------- Novation Companies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto Inc. as administrative advisor. The firm's services include: a. assisting with, among other things, the preparation of the Debtors' schedule of executory contracts and unexpired leases; b. assisting with, among other things, preparing any appropriate reports required in furtherance of confirmation of any chapter 11 plan; c. testifying, if necessary, in support of the ballot tabulation results for any chapter 11 plan(s) in these chapter 11 cases; d. generating, providing and assisting with claims objections, exhibits, claims reconciliation and related matters, if required; e. managing and coordinating any distributions pursuant to a chapter 11 plan; and f. providing such other claims processing, noticing, solicitation, balloting and administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application,2 as may be requested by the Debtors from time to time. The firm received and amount of $118,000 for professional services performed and to be performed. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian Karpuk, managing director of corporate restructuring at Stretto, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brian Karpuk STRETTO, INC. 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 About Novation Companies, Inc. Novation Companies, Inc. and its subsidiaries, through Healthcare Staffing, Inc., provide outsourced healthcare staffing and related services in the state of Georgia. Novation Companies, Inc. and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11153) on August 13, 2023. In the petition signed by Michael Wyse, chief restructuring officer, Novation Companies disclosed up to $50,000 in assets and up to $97,804,338 in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel, Olshan Frome Wolosky LLP as corporate counsel, WALLC as CRO provider, and Stretto, Inc. as noticing, claims, solicitation and balloting agent. Nighthawks Holdings I, LLC, as DIP agent, is represented by lawyers at Loeb & Loeb LLP. Wilmington Savings Fund Society, FSB, as Collateral Agent, is represented by McDermott Will & Emery LLP. NOVATION COMPANIES: Hires Wyse Advisors LLC as CRO -------------------------------------------------- Novation Companies, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Wyse Advisors LLC with Michael Wyse as chief restructuring officer. The firm's services include: a. managing cash forecasting and liquidity management (in particular, the assumption of responsibility and oversight of day-to-day cash management initiatives to protect, preserve, and enhance liquidity); b. directing day-to-day management of restructuring, recapitalization, refinancing, and any sale and liquidation related efforts; and c. performing such other services as may be reasonably requested or directed by the Debtors' board of directors from time to time. The firm will be paid as follows: (a) the firm will be paid a monthly fee of $30,000, payable in advance; (b) in connection with the negotiation of the Restructuring and the Plan, the firm agreed that, notwithstanding anything to the contrary in the Agreement, in the event that the Restructuring and Plan are consummated, the firm shall be entitled to a flat success fee in the amount of $125,000; and (c) the firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm received an advanced payment in the amount of $30,000. Michael Wyse, a partner at Wyse Advisors LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael Wyse WYSE ADVISORS, LLC 85 Broad Street, 29th Floor New York, NY 10004 Phone: (917) 553-5883 Email: mwyse@wyseadvisorsllc.com About Novation Companies, Inc. Novation Companies, Inc. and its subsidiaries, through Healthcare Staffing, Inc., provide outsourced healthcare staffing and related services in the state of Georgia. Novation Companies, Inc. and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11153) on August 13, 2023. In the petition signed by Michael Wyse, chief restructuring officer, Novation Companies disclosed up to $50,000 in assets and up to $97,804,338 in liabilities. Judge John T. Dorsey oversees the case. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as legal counsel, Olshan Frome Wolosky LLP as corporate counsel, WALLC as CRO provider, and Stretto, Inc. as noticing, claims, solicitation and balloting agent. Nighthawks Holdings I, LLC, as DIP agent, is represented by lawyers at Loeb & Loeb LLP. Wilmington Savings Fund Society, FSB, as Collateral Agent, is represented by McDermott Will & Emery LLP. OAKWOOD DREAMS: Unsecureds Owed $145K Will be Paid in Full ---------------------------------------------------------- Oakwood Dreams LLC submitted a Second Amended Chapter 11 Disclosure Statement. On or about October 25, 2017, Debtor purchased the real property located at 21 E. Oakwood Hills Dr., Chandler, AZ 85248 ("Property") from The Marwah Family Trust ("Marwah") in the amount of $2,400,000.00. The estimated fair market value is $3,563,219. The Marwah's carried their mortgage on the Property and Debtor granted the Marwah's a first-position Deed of Trust and Assignment of Rents against the Property (Rec. No. 20170811217) as security for the Promissory Note ("Note"). Under the Plan, Class 3 consists of the Nonpriority Unsecured Claims of Creditors total $145,671.21. Class 3 Creditors will be paid in full plus interest at 6%. Payments to Class 3 Creditors will begin 30 days after plan confirmation in the amount of $2,816.23. Class 3 is impaired. Debtor's plan will be funded by its operations, Excess Cash Flow, and increase of monthly rent at renewal of the current lease. Attorneys for the Debtor: Chris D. Barski, Esq. BARSKI LAW PLC 9332 N. 95th Way, Suite 109 Scottsdale, AZ 85258 Tel: (602) 441-4700 E-mail: cbarski@barskilaw.com A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/Sgnzo from PacerMonitor.com. About Oakwood Dreams Oakwood Dreams, LLC, owns a single-family home located at 21 E. Oakwood Hills Drive, Chandler, Ariz., valued at $3.41 million based on estimates provided by Zillow. Oakwood Dreams filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-01008) on Feb. 20, 2023. In the petition filed by Dallas Baldry, trustee of Bella Vita Ventures Trust, the Debtor reported total assets of $3,914,700 and total liabilities of $2,493,877. The Debtor is represented by Chris D. Barski, Esq., at Barski Law, PLC. OLAPLEX INC: Moody's Cuts CFR & 1st Lien Loans Rating to B3 ----------------------------------------------------------- Moody's Investors Service downgraded Olaplex Inc.'s ratings including the company's Corporate Family Rating to B3 from B2, its Probability of Default Rating to B3-PD from B2-PD, and the first lien senior secured credit facility ratings to B3 from B2. The first lien senior secured credit facility consists of a revolving credit facility that expires in February 2027 and a senior secured term loan that matures in February 2029. The company's SGL-1 speculative grade liquidity rating was unchanged. The rating outlook is stable. The ratings downgrade reflects challenges that Olaplex is facing to stabilize its revenue and earnings trajectory even with additional investment in the brand and marketing. With the company's revised 2023 guidance, gross debt-to-EBITDA will increase to above 5.0x with Moody's adjustments. Olaplex's revenue and EBITDA materially declined in the last three quarters as a result of retailers destocking as well as weakened demand for Olaplex's products, hurt by macroeconomic challenges, an increase in the number of competing products, intensified promotional activities from competitors in the bond-building space, and negative reviews raised in lawsuits and on social media. Social factors including customer relations risk is a key consideration and reflected in the S-3 social issuer profile score. Brand image and product efficacy are critical for Olaplex. Although the lawsuit was dismissed in July, any negative publicity can significantly hurt customer loyalty and reputation of single-brand companies such as Olaplex. Moody's expects Olaplex's debt-to-EBITDA to deteriorate to 5.7x in 2023 and improve to around 5.0x in 2024 assuming the company can begin to stabilize revenue and earnings with increased marketing investments that focus on brand awareness and reinforcing the product/brand benefits. Nonetheless, deterioration in revenue and earnings can be significant if Olaplex is unable to stabilize brand perception to stem further market share losses. The rating outlook is stable because the company has very good liquidity that provides financial flexibility to execute plans to turn around the negative business trends. Olaplex had $378 million cash on hand as of June 30, 2023, generates positive free cash flow, an undrawn revolver, and no near term debt maturities. Downgrades: Issuer: Olaplex, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3 from B2 Outlook Actions: Issuer: Olaplex, Inc. Outlook, Changed to Stable from Negative RATINGS RATIONALE Olaplex' B3 CFR reflects the company's high profit margin, good brand name recognition in niche hair care markets, diversity in distribution channels for both salon and home use, as well as intellectual property protection from various domestic and international patents that expire in roughly 12 years. Olaplex's products focus on repairing the chemical bonds in hair that are damaged by coloring and other treatments, and the efficacy drives good consumer reception and premium price points. The company also recently expanded to adjacent categories such as eyelash serum. That said, the company is facing increased competition from companies that use different but effective technologies to treat hair. Revenue and earnings are vulnerable to changing customer preferences and competition including from much larger, more diversified, and better capitalized hair care product providers. The company's narrow focus on prestige haircare category with only 16 products creates vulnerability to these competitive pressures and brand perception. Olaplex is experiencing significant revenue and EBITDA declines and is investing in product development and marketing to stabilize operating performance. The company's very good liquidity provides financial flexibility to execute on its strategic priorities, but credit metrics will be under pressure until the company demonstrates it can stabilize revenue and earnings. Olaplex also has supplier concentration risk with one supplier accounting for over 70% of its net sales. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects the company's very good liquidity that provides Olaplex time to implement strategies to stabilize revenue and earnings through investments in product development and marketing. The ratings could be upgraded if the company improves brand perception to restore revenue growth and stabilize market share. Olaplex would also need to restore a track record of profitable growth, maintain debt-to-EBITDA below 5.0x, generate consistently solid free cash flow, and remain committed to conservative financial policies. The ratings could be downgraded if Olaplex is unable to stabilize brand perception, revenue and EBITDA, free cash flow materially weakens, or liquidity deteriorates. Debt funded acquisitions, shareholder distributions or further earnings decline that reduces EBITDA less capital spending to interest of less than 1.5x could also lead to a downgrade. The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. Olaplex, Inc. is a producer of specialty haircare products featuring a proprietary, patented formula to protect and restore damaged hair. The company's products focus on repairing the chemical bonds in hair that are damaged by coloring and other treatments. The company develops, markets, and distributes its products throughout the US and to over 100 countries around the world. Olaplex generated $530 million of revenue for the twelve months ending June 30, 2023. Private equity firm Advent International acquired the company in a leveraged buyout in January 2020 and currently owns approximately 77% of the company. Olaplex's parent company Olaplex Holdings, Inc. is publicly traded since September 2021. OLYMPIC HOLDINGS: Arturo Cisneros Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 16 appointed Arturo Cisneros as Subchapter V trustee for Olympic Holdings, LLC. Mr. Cisneros will be paid an hourly fee of $575 for his services as Subchapter V trustee (and trustee Administrator at $200 per hour) and will be reimbursed for work-related expenses incurred. Mr. Cisneros declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Arturo Cisneros 3403 Tenth Street, Suite 714 Riverside, CA 92501 Phone: (951) 682-9705 / (951) 682-9707 Email: Arturo@mclaw.org About Olympic Holdings Olympic Holdings, LLC is a company in South Gate, Calif., which acts as lessor of buildings used as residences or dwellings. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-15520) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Mark Abbey Slotkin, manager, oversees the case. Judge Neil W. Bason oversees the case. Jon H. Freis, Esq., at the Law Offices of Jon H. Freis represents the Debtor as legal counsel. ONH AFC CS: Hires Verdolino & Lowey P.C. as Tax Preparers --------------------------------------------------------- ONH AFC CS Investors LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Verdolino & Lowey, P.C. as tax preparers. The firm's services include: a. preparing federal, state, and local income tax returns for any unfiled periods, any amended returns as necessary as well as returns that become due during the these Chapter 11 Cases; and b. performing any accounting and bookkeeping services necessary for the preparation of tax returns. The firm will be paid at the rates of $175 to $450 per hour, and will be capped at $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig R. Jalbert , a partner at Verdolino & Lowey, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Craig R. Jalbert Verdolino & Lowey, P.C., 124 Washington Street Foxborough, MA 02035 Tel: (508) 543-1720 Fax: (508) 543-4114 About ONH AFC CS Investors LLC ONH AFC CS Investors, LLC and ONH 1601 CS Investors, LLC filed their petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10931) on July 14, 2023. At the time of the filing, ONH AFC reported $100,001 to $500,000 in both assets and liabilities while ONH 1601 reported up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped Jorian L. Rose, Esq., at Baker & Hostetler, LLP and Matthew B. McGuire, Esq., at Landis Rath & Cobb, LLP as legal counsel. GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, is the Debtors' restructuring advisor. P & P ENTERPRISES: Taps Corporate Matters as Financial Consultant ----------------------------------------------------------------- P & P Enterprises, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Analytic Financial Group, LLC, doing business as Corporate Matters, as its financial consultant. The firm's services include: a) assisting Debtor to manage its financial operations including implementing financial controls, monitoring and projecting cash flow, reviewing and analyzing financial and bank statements; b) performing ongoing bookkeeping, and financial reporting activities; c) assessing profitability and cash flow including development of projections for the Debtor; d) assuring that the Debtor follows acceptable accounting practices in the conduct of its post-petition business and meets its post-petition payment and reporting obligations; e) performing any other financial management, consulting, forensic accounting and/or accounting function or task as agreed to by the Debtor and the Corporate Matters and/or authorized by the Court. The post-petition retainer is $5,000. As disclosed in the court filings, Corporate Matters does not have any interest adverse to the applicant or its estate in any of the matter upon which it is to be engaged, and its employment would be in the best interests of this estate. The firm can be reached through: Scott W. Miller Corporate Matters Analytic Financial Group, LLC 222 Hillsboro Drive, Suite 201 Silver Spring, MD 20902 Phone: (301) 602-9258 Email: scott@corporatematters.com About P & P Enterprises P & P Enterprises, Inc. filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-11236) on July 31, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Christopher S. Moffitt, Esq., at the Law Offices of Christopher S. Moffitt represents the Debtor as legal counsel. P&P CONSTRUCTION: To Auction Off Assets to Pay Stellar Bank Claim ----------------------------------------------------------------- P&P Construction Group, LLC and BRH-Garver Construction, LLC asked the U.S. Bankruptcy Court for the Southern District of Texas for authority to sell assets by public auction. The assets up for sale consist of BRH-Garver's assets used in its microtunneling and trenching business including physical equipment, inventory and other personal property, intellectual property, trademarks and rights of BRH-Garver under five construction contracts with the City of Houston. The companies proposed to sell the assets by public auction to maximize their value in order to pay the claim of Stellar Bank in the amount of $16.1 million. The claim is secured by liens on the assets. The companies will solicit bids for the assets, which must be submitted by Sept. 18. The bid must state the proposed purchase price and must be accompanied by evidence of the prospective buyer's financial ability to close on the sale. An auction will be held on Sept. 19, at the offices of Reed Smith LLP located at 1221 McKinney St., Suite 2100, in Houston, Texas. At the auction, the companies will select the winning bid and the back-up bid. The companies will seek court approval of the winning bid and the back-up bid at a court hearing scheduled for Sept. 21. Michael Cooley, Esq., at Reed Smith, LLP, said the proposed sale is the companies' final effort "to save a valuable 50-year-old business operation and over 120 local jobs from being dismantled in a manner that does not prejudice Stellar's recovery." "At best, the [companies] will identify a buyer satisfactory to Stellar who will acquire the [companies'] business and ensure their survival as a going concern," Mr. Cooley said. "At worst, Stellar's credit bid will prevail and Stellar will acquire the very same assets it would seek to reclaim . . . without the need to foreclose its security interests." About P&P Construction Group P&P Construction Group, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90292) on April 12, 2023. In the petition signed by its chief executive officer, Jeffrey Anapolsky, the Debtor reported as much as $50,000 in assets and $10 million to $50 million in liabilities. Judge Christopher Lopez oversees the case. Michael P. Cooley, Esq., at Reed Smith, LLP, represents the Debtor as legal counsel. PACIFIC DENTAL: S&P Alters Outlook to Positive, Affirms 'B' ICR --------------------------------------------------------------- S&P Global Ratings affirmed all ratings, including its 'B' issuer credit rating on dental support organization (DSO) Pacific Dental Services LLC and revised the outlook to positive from stable. The positive outlook reflects good prospects to reduce leverage to the low- to mid-4x area over the next 12 months and generate sufficient cash flow to cover growth investments and mandatory distributions associated with the company's owner-dentist operating model. S&P said, "We believe increased earnings and cash flow will enable Pacific Dental to reduce S&P Global Ratings-adjusted leverage to the low to mid-4x area over the next year, comfortably below our 5x upgrade threshold. At the same time, we expect the company to fund its de novo growth strategy, despite mandatory distributions to noncontrolling shareholders. The company reported strong growth in the second quarter of 2023 that exceeded our expectations. Its revenue grew 15% year-over-year during the quarter as a result of strong patient demand, an increase in daily production in general dentistry, and added revenue from new office openings. We expect these trends to continue for the rest of the year, leading to projected revenue growth of about 12% in 2023 followed by high-single-digit percent growth in 2024. As such, we expect leverage will improve from 4.7x in 2023 to 4.3x in 2024." Pacific Dental generated cash flow from operations of about $144 million in the first half of 2023, a level which was sufficient to cover its mandatory noncontrolling interest and tax distributions of about $78 million, and its total capital expenditure (capex) including growth and de novo of about $55 million. S&P expects the company will continue generating strong cash flow after mandatory distributions to fund its growth initiatives. S&P also believes the company could scale back some growth investments, if necessary, in response to an economic downturn or an inability to identify suitable locations for new offices. S&P expects the company to sustain its current profitability despite ongoing labor shortages. The U.S. dental industry continues to face an ongoing shortage of dental hygienists which was exacerbated by the pandemic. This has resulted in low-single-digit percent labor cost inflation. Although labor market conditions seem to have improved from the peak hygienist shortage in April 2022 (when about 40% of dentists reported actively hiring hygienists), the American Dental Assn.'s July 2023 survey reported that more than one-third of dentists continue to actively recruit dental hygienists and assistants to address staffing needs. Still, the company managed to hire new staff and reduce turnover to 38% in the second quarter of 2023 compared to 45% a year ago. Meanwhile, the company is mitigating the impact of higher labor costs through increased operating efficiency, better procurement, and price increases, which S&P expects will keep its EBITDA margin in the midteens percentage area over the next few years. The company's joint-venture (JV) structure with affiliated practices helps align its interests with dentists but requires higher cash distributions. The company has an owner-dentist model that aligns the interest of the dentists with the company, which promotes dentist retention. The JV structure allows the company to share de novo costs with partnering dentists, resulting in less reliance on external funding compared with other dental support organizations S&P rates that do not employ this ownership structure. However, this also results in hefty distributions to minority shareholders, which reduces cash flow. Management and governance remains a risk. Pacific Dental is controlled by Stephen Thorne, who owns a majority of the company. He is also the founder and CEO of the company. S&P believes there are risks associated with a family-controlled business, including the board's lack of independence and the potential that Mr. Thorne could prioritize personal interests ahead of other stakeholders. For example, the company has demonstrated a willingness to fund distributions to its owner and the redemption of members units with debt. S&P's base-case forecast assumes modest annual distributions to the owner, which do not materially affect leverage. However, a more aggressive financial policy involving larger debt-financed dividends could limit rating upside. S&P believes the risks of this closely held ownership structure are somewhat mitigated by the company's extensive, 29-year operating history, its experienced and well-established management team--which includes 28 regional leadership teams--and its owner-dentist model with 725 owner-dentists. Furthermore, the company has a formal succession plan in place should Mr. Thorne exit the company. The positive outlook reflects good prospects to reduce leverage to the low- to mid-4x area over the next 12 months and generate sufficient cash flow to cover growth investments and mandatory distributions associated with the company's owner-dentist operating model. S&P said, "We could consider an upgrade if the company continues to grow and its cash flow generation improves such that it can cover almost all of its de novo spending. We would also expect it to sustain S&P Global Ratings-adjusted leverage of less than 4.5x. An upgrade would also require our assessment that financial policy considerations will not lead it to increase its leverage in the future. "We could consider revising the outlook to stable if the company adopts a much more aggressive expansion strategy or financial policy that favors shareholder returns, resulting in insufficient cash flow from operations after noncontrolling interest and tax distributions to cover growth and de novo capital spending. Under this scenario, we believe leverage would rise above 5x." Governance credit factors have had a moderately negative effect on our credit rating analysis of Pacific Dental, reflecting founder ownership and the lack of an independent board of directors. PERSIAN BROADCAST: Hires Ure Law Firm as Bankruptcy Counsel ----------------------------------------------------------- Persian Broadcast Service Global, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Ure Law Firm as bankruptcy counsel. The Debtor requires the firm to: (a) give advice regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of the Debtor's Chapter 11 case, and the operation of the Debtor's estate; (b) represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; (c) assist in compliance with the requirements of the Office of the United States Trustee; (d) provide the Debtor with legal advice and assistance with respect to its powers and duties in the continued operation of its business and management of property of the estate; (e) assist the Debtor in the administration of the estate's assets and liabilities; (f) prepare legal documents; (g) assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; (h) provide advice concerning the claims of creditors and the prosecution and defense of all actions; and (i) prepare, negotiate and seek confirmation of a plan of reorganization. The firm will be paid at these rates: Thomas B. Ure $490 per hour Law clerks/Paralegals $195 per hour In addition, Ure Law Firm will receive reimbursement for out-of-pocket expenses incurred. The firm received $16,738 in fees and costs prior to the Debtor's Chapter 11 filing. Thomas Ure, founding partner of Ure Law Firm, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Ure Law Firm can be reached at: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6 Street, Suite 940 Los Angeles, CA 90017 Tel: (213) 202-6070 Fax: (213) 202-6075 Email: tom@urelawfirm.com About Persian Broadcast Service Global Persian Broadcast Service Global, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11154) on August 16, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Thomas B Ure, Esq. at the Ure Law Firm represents the Debtor as counsel. PLYWEALTH INVESTMENT: Hires Khalif Brown as Mortgage Broker ----------------------------------------------------------- Plywealth Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to employ Khalif Brown as mortgage broker. The firm will assist the Debtor in refinancing its real property located at 1217 48th Ave. Oakland, CA 94601-5119, and perform necessary and related services. The firm will be paid a commission of 3 percent of the principal amount of the loan. Khalif Brown, a broker, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Khalif Brown 32100 Haverhill Dr. Solon, OH 44139 About Plywealth Investment Group Plywealth Investment Group, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The company is based in Oakland, California. Plywealth Investment Group filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40479) on Apr. 26, 2023, with $1 million to $10 million in assets and liabilities. Peter Choy, managing member, signed the petition. Judge Charles Novack oversees the case. The Debtor tapped E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, as bankruptcy counsel and Tony Gu as enrolled agent. PORTUGUESE BEND: Seeks to Hire Kogan Law as Bankruptcy Counsel -------------------------------------------------------------- Portuguese Bend Distilling, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Kogan Law Firm, APC as its bankruptcy counsel. The firm will perform these services: (a) advise the Debtor regarding matter of bankruptcy law; (b) advise the Debtor with respect to its rights, powers, duties and obligations; (c) assist the Debtor with respect to compliance with the requirements of the U.S. Trustee; (d) represent the Debtor in any court proceedings or hearings; (e) prepare legal papers; (f) assist the Debtor in the implementation of a Chapter 11 reorganization plan and all matters relating thereto; and (g) perform any and all legal services. The firm received a prepetition retainer from the Debtor in the amount of $50,000. Michael S. Kogan, Esq., who will mainly provide the legal services, will be paid at an hourly rate of $600, and the associate who works on his matters will be billed at $350 per hour. The firm's paralegals are billed at an hourly rate of $200-$300. Mr. Kogan disclosed in court filings that the firm does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Michael S. Kogan, Esq. KOGAN LAW FIRM, APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, CA 90025 Telephone: (310) 954-1690 E-mail: mkogan@koganlawfirm.com About Portuguese Bend Distilling Portuguese Bend Distilling, LLC operates a bar, restaurant and craft distillery at 300 N. Promenade, Long Beach, Calif. The Debtor filed Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-15416) on Aug. 23, 2023, with $1 million to $10 million in both assets and liabilities. Judge Vincent P. Zurzolo oversees the case. Michael S. Kogan, Esq., at Kogan Law Firm, APC serves as the Debtor's bankruptcy counsel. PRESS GANEY: Moody's Affirms 'B3' CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service affirmed Azalea TopCo, Inc.'s (dba Press Ganey) B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's assigned a B2 rating to the company's $250 million revolver due 2026 and affirmed the B2 ratings on the $1,960 million senior secured first lien term loans due 2026. In the same action Moody's also withdrew the $250 million senior secured first lien revolver due 2024. The outlook was changed to negative from stable based on Moody's expectations of continued high financial leverage, weak liquidity and cash flow, and integration risk from frequent acquisitions. These factors are mitigated by a solid fundamental business profile that benefits from exposure to a stable healthcare sector, good profit margins, declining costs to integrate recent acquisitions and expected deleveraging in the absence of any additional debt issuance. Assignments: Issuer: Azalea TopCo, Inc. Backed Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 Affirmations: Issuer: Azalea TopCo, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Backed Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 Withdrawals: Issuer: Azalea TopCo, Inc. Backed Senior Secured 1st Lien Revolving Credit Facility, Withdrawn, previously rated B2 Outlook Actions: Issuer: Azalea TopCo, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE Press Ganey's B3 CFR is constrained by the company's high financial leverage and risks associated with frequent debt funded acquisitions. Recent sizable acquisitions resulted in long integration timelines that extended integration costs. Press Ganey completed several acquisitions over the past few years including the acquisition of Forsta that was completed in April 2022. Acquisition targets were in areas other than the company's core patient experience vertical and with technology enabled profiles and thus had higher purchase multiples when compared to targets acquired the past. As a result, leverage has remained elevated since these acquisitions were funded with debt, and costs to integrate pressure margins and cash flow. Moody's expects free cash flow to remain very limited this year. However, the company's entrenched market position, strong retention rates, database of extensive survey data and benchmarking capabilities support strong profitability margins. Moody's believes the company will continue to benefit from the increasing complexity of the healthcare system that requires data and information to drive allocation of resources. In addition, the government mandated patient experience surveys ensure demand for services that are provided by Press Ganey. Good operating track record, high client retention rate, diverse customer base and long-standing relationships with leading healthcare providers are other favorable rating considerations. Revenue from the Commercial business segment, which was established as a result of the acquisition of Forsta, is volatile since demand for data is subject to the needs of customers that are not in the healthcare space and have fluctuating needs for data for research purposes. Moody's believes that the core patient and member experience verticals have stable demand. The rating also incorporates the risks from company's exposure to legislative risk inherent in its relationship with the Centers for Medicare and Medicaid Services ("CMS"). Debt to EBITDA leverage (Moody's adjusted debt/EBITDA) for the LTM ended June 2023 period was estimated to be around 9x. Moody's calculation of leverage does not include add-backs for equity compensation and synergized results of completed acquisitions. Leverage also gives partial credit to expected cost savings from acquisitions. Moody's expects leverage to moderate to 8.3x by the end of this year. Deleveraging will be driven by revenue growth and improving margins. Deleveraging will also be driven by the company's ability to harvest identified synergies and a reduction in acquisition related costs. If the company is unable to achieve a reduction in costs to integrate acquisitions or harvest synergies the ratings could be pressured. Moody's expects revenue growth in the base business (excluding acquisitions) to be in the mid-single digit area. The company's ability to cross-sell high value products, such as consulting and consumerism with the core patient experience, will drive earnings. Moody's anticipates Press Ganey will continue to augment growth with acquisitions. Press Ganey has weak liquidity and includes availability under its $250 million revolving credit facility (approximately $140 million as of the end of June 2023). Moody's expects free cash flow to be limited this year, with FCF-to-debt of less than 1% but could improve if one time costs related to acquisitions decline. The company has a $80 million securitization facility that provides an additional source of liquidity, although this facility was drawn in the amount of $52 million as of the end of 2Q 2023. Alternate liquidity is limited as all assets are encumbered. Cash on the balance sheet was $30 million as of the end of June 2023. The company has little cushion in its cash flow and if it is unable to reduce costs or if working capital is a larger usage of cash than anticipated cash would be negative. The B2 ratings to Press Ganey's approximately $1.96 billion first lien senior secured term loans due July 2026 are one notch above the company's B3 CFR, reflecting the priority position in the capital structure and the benefit from the loss absorption provided by the $444 million senior second lien term loan (unrated). The company has a $250 million senior secured first lien revolver that is rated B2 and is pari passu to the first lien term loan. The capital structure also includes $182 million of perpetual preferred equity. The negative outlook reflects Moody's expectations that leverage will remain elevated with debt-to-EBITDA above 8.0x this year. Although Moody's believes that customers will continue to require patient experience measurement and related information and analytics, the company's leverage is very high and cash flow is weak, which pressures the company's credit profile. Cash flow will depend on the company's ability to harvest synergies and reduce costs while maintaining revenue growth. The outlook could return to stable if Press Ganey demonstrates is able to integrate acquisitions, reducing integration costs and there is an improvement in margins and cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that rating upgrades are unlikely over the next 12-18 months. However, the ratings could be upgraded if: i) Press Ganey continues to grow scale and revenue while maintaining strong margins; ii) Moody's expects debt-to-EBITDA will be sustained below 7.0x, iii) free cash flow as a percentage of debt will be sustained above 5%, and (iv) liquidity improves. The ratings could be downgraded if: i) revenue growth is not sustained, which would indicate declining market share or demand for services provided by the company, (ii) the company is unable to reduce costs associated with integrating acquisitions or achieve synergies, (iii) debt to EBITDA does not decline as expected, (iv) Moody's expects free cash flow to remain negative, or (v) liquidity deteriorates further. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Boston, Massachusetts and South Bend, Indiana, Azalea TopCo, Inc. (dba Press Ganey) is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals, medical practices and alternate-site providers. Press Ganey is owned by private equity sponsors Ares Management and Leonard Green & Partners. The company generated approximately $760 million revenue in LTM period ending June 2023. PROJECT NEPTUNE: D. Ray Strong Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 19 appointed D. Ray Strong of Berkeley Research Group as Subchapter V trustee for Project Neptune, LLC. Mr. Strong will be paid an hourly fee of $400 for his services as Subchapter V trustee (a rate concession from his standard hourly rate of $780) and will be reimbursed for work-related expenses incurred. Mr. Strong declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: D. Ray Strong Berkeley Research Group 201 South Main Street, Suite 450 Salt Lake City, UT 84111 Phone: (801) 364-6233 Email: rstrong@thinkbrg.com About Project Neptune Project Neptune, LLC offers travel arrangement and reservation services in South Jordan, Utah. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy (Bankr. D. Utah Case No. 23-23695) on Aug. 25, 2023, with $471,978 in assets and $3,532,278 in liabilities. Wes Cobos, president, signed the petition. Judge Peggy Hunt oversees the case. Mark C. Rose, Esq. of McKay, Burton & Thurman, P.C. represents the Debtor as legal counsel. PROJECT NEPTUNE: Seeks to Hire McKay Burton as Bankruptcy Counsel ----------------------------------------------------------------- Project Neptune, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire McKay, Burton & Thurman, P.C. as its general bankruptcy counsel. The firm's services include: a. preparing on behalf of Debtor any necessary statements, schedules, and other related documents required under the Bankruptcy Code; b. preparing on behalf of Debtor any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent Debtor in proceedings or hearings related thereto; c. assisting Debtor in analyzing and pursuing liquidation of its assets; d. assisting Debtor in analyzing and pursuing any proposed dispositions of assets and claims of Debtor's estate; e. reviewing, analyzing and advising Debtor regarding claims or causes of action to be pursued on behalf of its estate; f. assisting the Debtor in providing information to creditors and parties-in-interest; g. reviewing, analyzing and advising Debtor regarding any fee applications or other issues involving professional compensation in Debtor's case; h. preparing and advising Debtor regarding any Chapter 11 plan filed by Debtor; i. assisting Debtor in negotiations with various creditor constituencies regarding treatment, resolution, and payment of the creditors' claims in this case, and negotiations and discussions with the trustee appointed to this case; j. reviewing and analyzing the validity of claims filed in this case and advising Debtor as to the filing of objections to claims, if necessary; and h. performing all other necessary legal services as may be required by the needs of Debtor in this case. The range of current hourly billing rates for professionals anticipated to perform the majority of services on behalf of Debtor is $195 to $375 for attorneys and $90 to $150 for staff. McKay Burton received an initial prepetition retainer of $30,000. McKay Burton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Rose, Esq., a partner at McKay Burton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McKay Burton can be reached at: Mark C. Rose, Esq. McKAY BURTON & THURMAN 15 West South Temple, Suite 1000 Salt Lake City, UT 84101 Tel: (801) 521-4135 Fax: (801) 521-4252 E-mail: mrose@mbt-law.com markcroselegal@gmail.com About Project Neptune, LLC Project Neptune, LLC offers travel arrangement and reservation services. Project Neptune, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23695) on August 25, 2023. The petition was signed by Wes Cobos as president. At the time of filing, the Debtor estimated $471,978 in assets and $3,532,278 in liabilities. PROPERTY ADVOCATES: Seeks to Hire Rehmann Robson as Accountant -------------------------------------------------------------- The Property Advocates, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Rehmann Robson, LLC as its accountant. The firm will be preparing the Debtor's 2022 federal income tax return, making any necessary adjustments to the Debtor's prior tax returns, preparing California State Form 100S for 2018-2021 and responding to related notices, evaluating and filing for any available employee retention credit and providing bookkeeping, tax and monthly operating report preparation services. The firm's billing rates range from $100 per hour to $450 per hour. As disclosed in the court filings, Rehmann Robson does not represent any interest adverse to the Debtor. The firm can be reached through: Brett Nesbitt, CPA REHMANN ROBSON, LLC 9420 Bonita Beach Rd. SE, Suite 200 Bonita Springs, FL 34135 Telephone: (239) 992-6211 Facsimile: (239) 992-6207 About The Property Advocates, P.A. The Property Advocates, P.A. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. S.D. Fla. Case No. 23-16797-RAM) on August 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, represents the Debtor as legal counsel. PROPERTY ADVOCATES: Taps Nardella & Nardella as Bankruptcy Counsel ------------------------------------------------------------------ The Property Advocates, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire the Law Firm of Nardella & Nardella, PLLC as its counsel. The firm will provide these services: a. advise and counsel the debtor-in possession concerning the operation of its business in compliance with Chapter 11 and orders of this court; b. defend any causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers in the Chapter 11 case; d. assist in the formulation of a plan of reorganization and preparation of a disclosure statement; e. prepare and prosecute any appropriate adversary proceedings and contested matters; and f. provide all services of a legal nature in the field of bankruptcy law. The firm will be paid at these rates: Partners $550 per hour Associates $395 per hour Paraprofessionals $225 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nardella required a fee advance in the amount of $175,000. Paul Mascia, a partner at Law Firm of Nardella & Nardella, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul N. Mascia, Esq. LAW FIRM OF NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel:(407) 966-2680 Email: pmascia@nardellalaw.com About The Property Advocates, P.A. The Property Advocates, P.A. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. S.D. Fla. Case No. 23-16797-RAM) on August 25, 2023. In the petition signed by Hunter Patterson, president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Robert A. Mark oversees the case. Paul N. Mascia, Esq., at Nardella & Nardella, PLLC, represents the Debtor as legal counsel. PROTERRA INC: Seeks to Hire Moelis & Company as Investment Banker ----------------------------------------------------------------- Proterra Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Moelis & Company as its capital markets advisor and investment banker. The firm's services include: (a) assisting in the review and analysis of the Debtors' results of operations, financial condition and business plan; (b) assisting in the review and analysis of any potential Restructuring, Sale Transaction, or Capital Transaction; (c) assisting in the negotiation of any Restructuring, Sale Transaction, or Capital Transaction; (d) advising on the terms of securities the Debtors offer in any potential Capital Transaction; (e) advising on the Debtors' preparation of information memoranda for potential Sale Transactions or Capital Transactions; (f) assisting in contacting potential Acquirers or purchasers of a Capital Transaction that Moelis and the Debtors agree are appropriate, and meeting with and providing them with the applicable Information Memo and such additional information about the Debtors' assets, properties or business as is acceptable to the Debtors, subject to customary business confidentiality agreements; (g) assisting in the development of a strategy to effectuate the Transaction(s); (h) meeting with the Debtors and their Boards of Directors to discuss the proposed Transaction(s) and its financial implications; (i) providing testimony (and attending any related depositions) related to the aforementioned services, including the results of any marketing process for a potential Transaction; and (j) providing such other investment banking services in connection with a Restructuring, Sale Transaction or Capital Transaction as Moelis and the Debtors may mutually agree upon. The firm will be compensated as follows: i. Monthly Fee. During the term of the Engagement Letter, a fee of $200,000 for the first month and $150,000 per month thereafter (the "Monthly Fee"), payable in advance each month. The Debtors paid the first Monthly Fee immediately upon the execution of the Engagement Letter, and are required to pay all subsequent Monthly Fees prior to each monthly anniversary of the Effective Date of the Engagement Letter. Whether or not a Restructuring, Sale Transaction or Capital Transaction occurs, Moelis shall earn and be paid the Monthly Fee every month during the term of the Engagement Letter. 50 percent of the Monthly Fees beginning in the 4th month following the Effective Date of the Engagement Lettershall be offset, to the extent previously paid, against the Restructuring Fee, Sale Transaction Fee and Capital Transaction Fee. ii. Restructuring Fee. At the closing of a Restructuring, a fee of $3,750,000. iii. Sale Transaction Fee. At the closing of a Sale Transaction, a nonrefundable cash fee of: a. $3,500,000; plus b. 2.5 percent of Transaction Value for amounts in excess of $175,000,000. The Debtors will pay a separate Sale Transaction Fee in respect of each Sale Transaction in the event more than one Sale Transaction occurs pursuant to Section (d) of the definition of a Sale Transaction. In the event Moelis earns more than one Sale Transaction Fee, 25 percent of the lesser Sale Transaction Fee shall be credited against the greater Sale Transaction Fee. iv. Capital Transaction Fee. At the closing of a Capital Transaction, a nonrefundable cash fee of: a. 5.0 percent of the aggregate gross amount or face value of capital Raised in the Capital Transaction as equity, equity-linked interests, options, warrants or other rights to acquire equity interests (including any rights offerings), plus b. 2.5 percent of the aggregate gross amount of junior debt obligations Raised in the Capital Transaction; plus c. 1.5 percent of the aggregate gross amount of secured debt obligations and other interests Raised in the Capital Transaction (including a debtor-in-possession financing (a "DIP Financing")). The Debtors will pay a separate Capital Transaction Fee in respect of each Capital Transaction in the event that more than one Capital Transaction occurs. The Capital Transaction Fee shall be payable upon the closing of any Capital Transaction; provided that if the capital is Raised in a DIP Financing (whether on a standalone basis or convertible into an exit facility), the Capital Transaction Fee shall be payable in full upon the earlier of (a) the execution of a term sheet (to the extent such term sheet is intended to be used as evidence of the DIP Financing commitment in bankruptcy court), a commitment letter, credit agreement or other similar document with respect to such DIP Financing or (b) the closing of such DIP Financing (regardless of draw or funding schedule). "Raised" includes the amount committed to the Debtors, whether or not the Debtors draw the full amount, and whether or not the Debtors apply such amounts to refinance any of its obligations. v. Termination Fee. A termination fee equal to 25 percent of any "termination fee," "break-up fee," "topping fee," "expense reimbursement" or other form of compensation payable to the Debtors if, after the execution of an agreement for a Sale Transaction, such Sale Transaction fails to close and the Debtors receive any such compensation. The Debtors will pay the Termination Fee when the Debtors receive any such Breakup Fee. If the Debtors receive any such Breakup Fee in a form other than cash, the value thereof shall be the fair market value on the day the Debtors receive such Breakup Fee. In the event both a Restructuring Fee and two Sale Transaction Fees are earned by Moelis, 25 percent of the lesser of (a) the Restructuring Fee and (b) the aggregate Sale Transaction Fees shall be credited against the greater of the aggregate Sale Transaction Fees and the Restructuring Fees. The aggregate Transaction Fees (whether pursuant to the Tail Period or otherwise) and Monthly Fees payable under the Engagement Letter, taking into account any fee credits, shall not exceed $8,000,000. Bassam Latif, managing director at Moelis, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Moelis can be reached through: Bassam J. Latif Moelis & Company, LLC Two Allen Center, 1200 Smith Street, Suite 1900 Houston, TX 77002 Tel: 1 713 343 6422 Email: bassam.latif@moelis.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. PAUL WEISS RIFKIND WHARTON & GARRISON LLP as co-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. PURRY & SON: Hearing on Disclosure and Plan Continued to Sept. 28 ----------------------------------------------------------------- Judge Robert A. Mark has entered an order that the Motion to Continue Hearing on Plan Confirmation and on Approval of Disclosure Statement of the debtor, Purry & Son Trucking Corp. is granted. The hearing to consider final approval of the Debtor's Disclosure Statement and confirmation of the Debtor's Plan of Reorganization is continued to and will be conducted on September 28, 2023 at 10:30 a.m. The deadline for filing ballots accepting or rejecting the Plan is extended until September 21, 2023. The deadline for filing Proponent's Report and Confirmation Affidavit is extended to September 25, 2023. About Purry & Son Trucking Corp. Purry & Son Trucking Corp. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 22-19096) on Nov. 29, 2022, with as much as $1 million in both assets and liabilities. Judge Robert A. Mark oversees the case. The Debtor tapped Ariel Sagre, Esq., at Sagre Law Firm, P.A. as legal counsel and Zamora & Hernandez, PLLC as accountant. QUALTEK LLC: Moody's Assigns Caa1 CFR & Rates First Lien Loan Caa1 ------------------------------------------------------------------ Moody's Investors Service has assigned a Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating to QualTek LLC. At the same time, Moody's assigned a Caa1 rating to QualTek's first-lien term loan, a Caa2 rating to the second-lien term loan and a Caa3 rating to the third-lien term loan. The rating outlook is stable. Governance considerations under Moody's ESG framework – including financial strategy & risk management, and management track record – are key drivers of the rating assignment. In particular, the company's debt leverage remains high and its liquidity tight after its emergence from Chapter 11 in July 2023. Assignments: Issuer: QualTek LLC Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD Backed Senior Secured First Lien Term Loan, Assigned Caa1 Backed Senior Secured Second Lien Term Loan, Assigned Caa2 Backed Senior Secured Third Lien Term Loan, Assigned Caa3 Outlook Actions: Issuer: QualTek LLC Outlook, Assigned Stable RATINGS RATIONALE QualTek's Caa1 CFR reflects its small business scale, weak credit metrics and limited liquidity reserve. The company's financial restructuring in July 2023 almost halved its outstanding debt to $365 million, including $87.8 million of asset backed revolver borrowings, $135 million first-lien term loan, $105 million second-lien term loan and $0.1 million third-lien term loan. However, QualTek's credit metrics remain weak due to its depressed earnings, high interest rates associated with its exit financing and a lack of free cash flow generation. Moody's estimates its debt/EBITDA ratio will be close to mid-seven times at the end of 2023 based on the expectation of lucrative storm recovery activities during hurricanes and winter storms later in the year, as well as a reduction in restructuring expenses and lower cost of doing business post emergence from chapter 11. An improvement in its credit metrics will be subject to business execution in 2024. Continued capital spending by telecom majors, pricing improvements, step-back from low-margin contracts and lower administrative expenses will help earnings improvement. However, QualTek's tight liquidity constrains its ability to reinvest in business operations and puts the company in a disadvantaged position versus other large and better capitalized companies in bidding on new projects. The company had only a $8.7 million cash balance and $13 million available under the new $101.2 million ABL revolver upon its emergence from Chapter 11 in July 2023. The ABL is largely drawn with its borrowing base calculated from the accounts receivables and has a minimum liquidity covenant of $2.5 million until October 31, 2023 and $5 million thereafter. The principal amount of the ABL will decline to the lesser of $90 million and the borrowing base on and after November 1, 2023. QualTek's cash flow generation will largely depend on the storm recovery activities in the rest of 2023 and executions of its business plan for wireless and wireline segments in 2024. The ABL revolver will be due in July 2024. Its first-lien and second-lien term loans will be due in July 2025 and January 2027. QualTek's rating also reflects its relatively small business scale, limited end market and customer diversity. The majority of its revenues are generated by providing engineering, construction, installation and maintenance services to several major telecommunication and utility customers. Recent exit from unprofitable or low-margin contracts has made its business more dependent on a small number of large telecom companies. Project execution quality, potential changes in scope for large projects and the unpredictable nature of its most profitable storm recovery business continue to affect its profitability. QualTek's rating is supported by its established market position as a provider of services to blue chip customers in the North American telecommunications and power sectors, which provide growth opportunities as capital spending rises in these sectors. In particular, the company has a large order backlog and is expected to benefit from the 5G and fiber network investments by telecom majors such as AT&T, Verizon and T-Mobile. The company reported a $1.6 billion order backlog in early 2023, mostly related to the 5G and fiber rollout projects by the telecom majors. These projects provide revenue visibility, but could be delayed due to permitting or technical issues, or if the company doesn't have enough liquidity. Earnings potential from the order backlog remains to be seen. The stable outlook reflects Moody's expectation the company will improve its business performance after emergence from Chapter 11 and will keep its credit metrics in line with the rating over the next 12-18 months. The Caa1 rating on the $135 million first-lien term loan reflects its seniority against the Caa2 rated $105 million second-lien term loan and Caa3 rated $0.1 million third-lien term loan. These term loans have a first priority pledge on the company's fixed assets and a second priority interest in all of the more liquid current assets including receivables and inventory. QualTek's $101.2 million ABL revolver has a first priority pledge on the company's current assets. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS ESG factors have a highly negative impact (CIS-5) on the rating, primarily due to the corporate governance risks such as its high debt leverage and a history of business underperformance against management guidance. However, Moody's expect QualTek's new equity owners, who also hold the majority of the company's term loans, will be conservative in corporate strategy and financial policy relative to the company's previous private equity owner. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade could be considered, if the company improves its earnings, credit metrics and liquidity. A Debt/EBITDA ratio below 7x and at least $50 million of available liquidity would be required for an upgrade. The rating could be downgraded, if the company fails to improve its earnings and liquidity, or debt leverage increases. QualTek LLC, headquartered in Blue Bell, PA, provides engineering, infrastructure assessment, installation, project management, fulfillment, business continuity and disaster recovery services to the North American telecommunications and power sectors. The company generated revenues of about $755 million in 2022. A group of creditors including Caspian and First Eagle have become QualTek's owner since its emergence from Chapter 11 in July 2023. The principal methodology used in these ratings was Construction published in September 2021. R&W CLARK CONSTRUCTION: Amended Plan Deadline Extended to Oct. 27 ----------------------------------------------------------------- Judge Timothy A. Barnes has entered an order approving R&W Clark Construction, Inc.'s motion to extend the time to file an Amended Chapter 11 Plan. The time for the Debtor to file an Amended Chapter 11 plan is extended up to and including October 27, 2023. About R&W Clark Construction R&W Clark Construction, Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-03279) on March 11, 2023. In the petition filed by Richard Clark, president and sole shareholder, the Debtor reported up to $50,000 in assets and up to $10 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Gregory K. Stern, PC, as counsel and Ziegler & Associates, Ltd. as accountant. R.B. DWYER CO: Files Plan After $4.65-Million Sale -------------------------------------------------- Judge Mark J. Conway has entered an order that the hearing to consider approval of the Disclosure Statement of R.B. Dwyer Co., Inc. will be held at Max Rosenn US Courthouse, Courtroom 2, 197 South Main Street, Wilkes−Barre, PA 18701 on Oct. 12, 2023 at 10:00 AM. Oct. 5, 2023, is fixed as the last day for filing and serving written objections to the disclosure statement. R.B. Dwyer Co., Inc., Ideal Sleeves International LLC, Color Craft Flexible Printing, LLC submitted a Joint Liquidating Plan of Reorganization and a Disclosure Statement. Since before the Petition Date, the Debtors were engaged in efforts to market their assets and businesses as a going concern. In an effort to facilitate a sale, the Debtors commenced their Chapter 11 cases on June 26, 2023. On Aug. 24, 2023, the Bankruptcy Court entered an order authorizing the Debtors to sell substantially all of their assets to Formosa Flexible Packaging America, Inc. ("Formosa") free and clear of liens, claims, encumbrances and interests. Pursuant to the asset purchase agreement entered into by and between the Debtors and Formosa, Formosa agreed to pay the sum of $4,650,000.00, subject to certain post-closing adjustments, and to assume the costs of curing defaults under those executory contracts and unexpired leases designated by Formosa for assumption and assignment by the Debtors. Closing of the sale occurred on August 30. 2023. The sale proceeds are allocated under the asset purchase agreement as follows: a. 45% to the estate of RBD; b. 45% to the estate of Color Craft; and c. 10% to the estate of Ideal Sleeves. The Joint Plan establishes a framework for distributing the net proceeds of the sale transaction to the holders of Allowed Claims against the Debtors in the order of their respective priorities under the Bankruptcy Code and avoids the cost and uncertainty resulting from a conversion of the Debtors' Chapter 11 cases to cases under Chapter 7 or the dismissal of such cases. The Joint Plan provides for the orderly liquidation of the Debtors' assets through distributions to the holders of Allowed Claims. To the extent that the value of the assets to be distributed under the Joint Plan is insufficient to pay the holders of Allowed Claims in each Class in full, distributions will be made ratably to the holders of such Claims. Under the Plan, Class 6A Allowed General Unsecured Claims Against R.B. Dwyer Co., Inc. will be paid pro rata from funds remaining in the R.B. Dwyer Co., Inc. estate after distribution on account of senior Classes. Class 6A is impaired. Class 6B Allowed Unsecured Claims against Color Craft Flexible Printing, LLC will be paid pro rata from funds remaining in the Color Craft Flexible Printing, LLC estate after distribution on account of senior Classes. Class 6B is impaired. Class 6C Allowed Unsecured Claims against Ideal Sleeves International, LLC will be paid pro rata from funds remaining in the Ideal Sleeves International estate after distribution on account of senior Classes. Class 6C is impaired. The Plan will be funded by the proceeds resulting from the sale of substantially all of the Debtors' assets, which was approved by the Bankruptcy Court on August 25, 2023. The Debtors engaged Jack R. Farris to market and sell their assets. As a result of that marketing effort, the Debtors entered into an asset purchase agreement with Formosa for a gross purchase price of $4,650,000.00, subject to certain post-closing adjustments. The Formosa asset sale closed on August 30, 2023. As a result, net of expenses paid at closing, the Debtors are holding the sale proceeds in the attorney trust account of Hoegen & Associates, PC, the Debtors' co-counsel, pending further order of the Bankruptcy Court. Attorneys for the Debtors and Debtors-in-Possession: Jeffrey Kurtzman, Esq. KURTZMAN | STEADY, LLC 555 City Avenue, Suite 480 Bala Cynwyd, PA 19004 Tel: (215) 839-1222 E-mail: kurtzman@kurtzmansteady.com - and - Frank Hoegen, Esq. HOEGEN & ASSOCIATES, PC 152 S. Franklin Street #2 Wilkes-Barre, PA 18701 Tel: (570) 820-3332 E-mail: fhoegen@hoegenlaw.com A copy of the Order dated September 1, 2023, is available at https://tinyurl.ph/lgNVG from PacerMonitor.com. A copy of the Disclosure Statement dated September 1, 2023, is available at https://tinyurl.ph/rpuer from PacerMonitor.com. About R.B. Dwyer Co. R.B. Dwyer Co., Inc. and affiliates comprise an integrated commercial packaging business with facilities located in Pennsylvania, California and Tennessee. R.B. Dwyer, Ideal Sleeve International, LLC and Color Craft Flexible Printing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 23-01420) on June 26, 2023. At the time of the filing, the Debtors each reported $1 million to $10 million in both assets and liabilities. Judge Mark J. Conway oversees the cases. The Debtors tapped Jeffrey Kurtzman, Esq., at Kurtzman | Steady, LLC as legal counsel and Kronick Kalada Berdy & Co. as accountant. R.B. DWYER CO: Seeks Approval of Disclosure Statement ----------------------------------------------------- R.B. Dwyer Co., Inc., Ideal Sleeves International LLC, Color Craft Flexible Printing, LLC file this motion for the entry of an order approving the Disclosure Statement and granting related relief. The Disclosure Statement contains information useful for members of the voting classes to make an informed decision as to whether to accept or reject the Joint Plan in relation to the factors enumerated above. The Debtors request that the Bankruptcy Court require that all holders of Claims entitled to vote on the Joint Plan complete, execute, and return their Ballots so that their Ballots are actually received (including by electronic mail) by the Debtors' counsel on or before the Voting Deadline at 4:00 p.m. (prevailing Eastern Time). The foregoing timing and materials will afford holders of claims entitled to vote on the Joint Plan at least 28 days within which to review and analyze such materials and subsequently make an informed decision as to whether to vote to accept or reject the Joint Plan before the Voting Deadline consistent with the requirements of the applicable Bankruptcy Rules. See Fed. R. Bankr. P. 3017(d). Accordingly, the Debtors request that the Bankruptcy Court approve the form of, and the Debtors' proposed procedures for distributing, the Solicitation Packages to the holders of Claims in the Voting Classes. Attorneys for the Debtors: Jeffrey Kurtzman, Esq. KURTZMAN | STEADY, LLC 555 City Avenue, Suite 480 Bala Cynwyd, PA 19004 Telephone: (215) 839-1222 E-mail: kurtzman@kurtzmansteady.com About R.B. Dwyer Co. R.B. Dwyer Co., Inc. and affiliates comprise an integrated commercial packaging business with facilities located in Pennsylvania, California and Tennessee. R.B. Dwyer, Ideal Sleeve International, LLC and Color Craft Flexible Printing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Lead Case No. 23-01420) on June 26, 2023. At the time of the filing, the Debtors each reported $1 million to $10 million in both assets and liabilities. Judge Mark J. Conway oversees the cases. The Debtors tapped Jeffrey Kurtzman, Esq., at Kurtzman | Steady, LLC as legal counsel and Kronick Kalada Berdy & Co. as accountant. RESERVE TECH: Seeks to Hire Buchalter APC as General Counsel ------------------------------------------------------------ Reserve Tech Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Buchalter, A Professional Corporation, as its general bankruptcy counsel. The firm's services include: a. advising the Debtor regarding the requirements of the bankruptcy court, Bankruptcy Code, Bankruptcy Rules and the Office of the U.S. Trustee as they pertain to the Debtor; b. advising the Debtor regarding certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; c. representing the Debtor in any proceeding or hearing in the bankruptcy court involving its estate unless the Debtor is represented in such proceeding or hearing by a special counsel; d. conducting examinations of witnesses, claimants or adverse parties, and representing the Debtor in any adversary proceeding except to the extent that any such proceeding is in an area outside of the firm's expertise or which is beyond the firm's staffing capabilities; e. preparing legal papers; f. negotiating and seeking bankruptcy court approval to obtain debtor-in-possession financing or cash collateral; g. assisting the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization; h. assisting the Debtor in its appeal of the judgment entered in favor of Hill Phoenix and challenging any claim that Hill Phoenix asserts against the estate; and i. performing other necessary legal services for the Debtor. The firm will be paid at these rates: Shareholders $860 per hour Associates $325 to $450 per hour Paralegals $200 to $270 per hour In addition, the firm will receive reimbursement for its out-of-pocket expenses. Buchalter received retainer fees in the total amount of $30,000. Caroline Djang, Esq., a partner at Buchalter, A Professional Corporation, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Caroline R. Djang, Esq. BUCHALTER, A PROFESSIONAL CORPORATION 18400 Von Karman Avenue, Suite 800 Irvine, CA 92612-0514 Tel: (949) 760-1121 Email: cdjang@buchalter.com About Reserve Tech Reserve Tech Inc., doing business as AcquireCrowd, provides advertising, public relations, and related services. It is based in Newport Beach, Calif. Reserve Tech filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-11603) on Aug. 7, 2023, with $1,280,293 in assets and $2,688,692 in liabilities. Wesley Eads, chief executive officer, signed the petition. Judge Scott C. Clarkson oversees the case. Caroline R. Djang, Esq., at Buchalter represents the Debtor as legal counsel. ROBBIN'S NEST: Unsecureds Owed $413K to Get 10% of Net Profit ------------------------------------------------------------- Robbin's Nest for Children, LLC, submitted a Plan and a Disclosure Statement. The Debtor operates a home for children held by the state and has operated as this prior to and during the bankruptcy. During the time 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. Under the Plan, Class 4 General Unsecured Claims are owed a total of $413,054 and they will be paid as much of the balance of what they are owed as possible. These creditors will be mailed ROBBIN'S NEST FOR CHILDREN, LLC'S previous year's financial statement 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 priority and secured plan payments and normal overhead payments, the Reorganized Debtor shall pay to the allowed unsecured creditors their pro-rata share of 10% of the net profit for the previous year, in twelve monthly payments beginning on June 15th of the year in which the financial statement is 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 year's financial statement. 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 will be discharged. Class 4 is impaired. Payments and distributions under the Plan will be funded by through future income from the operations of the company. A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/njtVa from PacerMonitor.com. About Robbin's Nest for Children Robbin's Nest for Children, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 23-30735) on March 3, 2023, with as much as $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Margaret M. McClure, Esq., as legal counsel and Karyn Andersen of Total Sum, LLC as bookkeeper. SACKS WESTON: Hires Smith Kane Holman as Bankruptcy Counsel ----------------------------------------------------------- Sacks Weston LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Smith Kane Holman, LLC as its bankruptcy counsel. The firm's services include: (a) advising the Debtor with respect to its rights and obligations pursuant to the Code; (b) assisting the Debtor in the preparation of the schedules and statement of financial affairs and any amendments thereto; (c) representing the Debtor at its first meeting of creditors and any and all Rule 2004 examinations; (d) preparing any and all necessary applications, motions, answers, responses, orders, reports and any other type of pleading or document regarding any proceeding instituted by or against the Debtor with respect to this case; (e) assisting the Debtor in the formulation and seeking confirmation of a chapter 11 plan and disclosure materials; and (f) performing all other legal services for the Debtor which may be necessary or desirable in connection with this case. The firm will be paid at these hourly rates: Partners $375 - $475 Associates $275 - $350 Paralegals $75 - $100 As disclosed in the court filings, SKH does not hold or represent an interest adverse to the estate, and is a "disinterested person" under Section 101(14) of the Code. The firm can be reached through: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7215 Email: dsmith@skhlaw.com About Sacks Weston Sacks Weston is a Philadelphia-based law firm. Sacks Weston sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12540) on August 25, 2023. In the petition filed by Andrew B. Sacks, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. David B. Smith, Esq. at SMITH KANE HOLMAN, LLC represents the Debtor as counsel. SAM'S SERVICE: Hires Wadsworth Garber Warner Conrardy as Counsel ---------------------------------------------------------------- Sam's Service Co. seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ Wadsworth Garber Warner Conrardy, P.C. as counsel. The firm will provide these services: a. prepare on behalf of Debtor of all necessary reports, orders and other legal papers required in this chapter 11 proceeding; b. perform of all legal services for Debtor as debtor-in-possession which may become necessary herein; and c. represent Debtor in any litigation which Debtor determines is in the best interest of the estate whether in state or federal court. The firm will be paid at these rates: David V. Wadsworth $475 per hour Aaron A. Garber $475 per hour David J. Warner $400 per hour Aaron J. Conrardy $400 per hour Lindsay Riley $325 per hour Justin Carpenter $225 per hour Paralegals $125 per hour The firm received from the Debtor a retainer in the amount of $ 15,054.50 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. David V. Wadsworth, Esq., a partner at Wadsworth Garber Warner Conrardy, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street, Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 Email: agarber@wgwc-law.com About Sam's Service Co. Sam's Service Co in Englewood, CO, filed its voluntary petition for Chapter 11 protection (Bankr. D. Colo. Case No. 23-13762) on August 23, 2023, listing $13,966,635 in assets and $3,937,691 in liabilities. Michael T. Chavez as president, signed the petition. Judge Joseph G Rosania Jr. oversees the case. Wadsworth Garber Warner Conrardy, P.C. serve as the Debtor's legal counsel. SAM'S SERVICE: Mark Dennis Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for Sam's Service Co. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis 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 D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About Sam's Service Sam's Service Co offers auto body repair services in Englewood, Colo. The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-13762) on Aug. 23, 2023, with $13,966,635 in assets and $3,937,691 in liabilities. Michael T. Chavez, president, signed the petition. Judge Joseph G Rosania Jr. oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C. represents the Debtor as legal counsel. SAN TAN AIR: Hires Innovative CPA Solutions LLC as Accountant ------------------------------------------------------------- San Tan Air Conditioning Comfort Professionals, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Christine Blankenship, CPA, of Innovative CPA Solutions, LLC as accountant. Ms. Blankenship will provide services in preparation of the Debtor's 2021 and 2022 tax returns (including related accounting services). She will be paid a flat fee of $1,970 for preparation of the 2021 and 2022 tax returns. Christine Blankenship, CPA at Innovative CPA Solutions, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christine Blankenship, CPA Innovative CPA Solutions, LLC 41628 N Taylor Ranch Pkwy San Tan Valley, AZ 85140 Tel: (602) 696-1683 About San Tan Air Conditioning San Tan Air Conditioning Comfort Professionals, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05651) on August 18, 2023, listing under $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. James Khan, Esq. at Kahn & Ahart, PLLC represents the Debtor as counsel. SANOTECH 360: Unsecureds Owed $1.8M to Get 7% Under Plan -------------------------------------------------------- Sanotech 360, LLC, submitted the Liquidating Plan of Reorganization and a Disclosure Statement. Most of the value in the Debtor's assets is believed to be in the inventory. In addition, the Debtor's Amended Schedules. However, in view of the Debtor's failed sale process, the actual value of this inventory appears to be limited. The Amended Schedules also reflect accounts receivable 90 days or less of $101,563, and those over 90 days of $296,344. The Amended Schedules also reflect manufacturing molds and tooling having a book value of $99,335. The Debtor also owns a vehicle. The value of the above assets is a fraction of the Bank's secured debt against them which, as of the Petition Date, was approximately $8.2 million. Under the Plan, Class 2 General Unsecured Claims total $1,850,6181. The Class 2 Funds will be distributed to the holders of Allowed Class 2 Claims on a Pro Rata basis. The holders of the Insider Claims shall not participate in any Distribution for the Class 2 Funds. Creditors will recover 7% of their claims. Class 2 is impaired. Allowed Class 2 Claims shall include the following holders of General Unsecured Claims: a. Any Claims which is not listed in Schedule F of the Schedules as being contingent, unliquidated, or disputed, or for which no amount is reflected or for which the amount is stated as "unknown", provided, however, as to any such Claim as to which a proof of claim is filed before the applicable Bar Date, the proof of claim shall supersede the Claim as listed in the Scheduling, and the Claim as reflected in proof of claim shall be the Claim which shall be considered as the Allowed Class 2 Claim; and b. Any Claim, other than one subject to section 1.6(a) above, for which a proof of claim has been filed before the applicable Bar Date for holders of General Unsecured Claim. As soon as practicable after the Effective Date, the Reorganized Debtor shall consummate the sale and transfer of the Assets to the Buyer on the terms and in the manner set forth in this Plan. The Class 2 Payment will be paid into a segregated account held by the Buyer and shall be used to fund Distributions to the holders of Allowed Class 2 Claims as set forth in the Plan. Each holder of an Allowed Class 2 Claim shall receive a Pro Rata Share of funds which compromise the Class 2 Payment; provided, however, if the Pro Rata share of the Class 2 Payment payable to any holder of an Allowed Class 2 Claims less than $10.00, the holder of such Claims shall receive no distribution under the Plan. The Debtor's managers shall remain in place and shall be responsible for winding up the affairs of the Reorganized Debtor and to terminate its corporate existence, with the costs thereof being paid by the Buyer. Attorneys for the Debtor: J. Robert Forshey, Esq. Lynda L. Lankford, Esq. FORSHEY & PROSTOK LLP 777 Main St., Suite 1550 Fort Worth, TX 76102 Telephone: (817) 877-8855 Facsimile: (817) 877-4151 E-mail: bforshey@forsheyprostok.com llankford@forsheyprostok.com A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/ZBGNZ from PacerMonitor.com. About SanoTech 360 LLC SanoTech 360, LLC manufactures high-quality, advanced electrostatic sprayers designed to apply disinfectant more efficiently than conventional methods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-40261) on Jan. 29, 2023. In the petition signed by George R. Robertson, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, represents the Debtor as legal counsel. SANTA FE GOLD: Raises Going Concern Doubt ----------------------------------------- Santa Fe Gold Corporation disclosed in a regulatory filing that there is substantial doubt regarding the Company's ability to continue as a going concern. The Company last week delivered its Form 10-Q report for the quarterly period ended March 31, 2023, to the U.S. Securities and Exchange Commission. The Company has yet to file its report for the recent quarter ended June 30. On August 26, 2015, Santa Fe filed for Chapter 11 bankruptcy protection, Case # 15-11761 (MFW) in Delaware. With the dismissal of the bankruptcy case on June 15, 2016, all assets of the Company were sold. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern, Santa Fe said. Santa Fe disclosed that it has a working capital deficit as of March 31, 2023, of $23,938,634, which is wider compared to its working capital deficit of $21,872,755 as of June 30, 2022. It has a stockholder deficit of $19,162,944 as of March 31, 2023, compared to a stockholder deficit of $17,533,112 at June 30, 2022. The Company posted a net loss of $2,037,588 for the nine months ended March 31, 2023, compared to a net loss of $2,371,897 for the nine month-period ended June 30, 2022. As of March 31, 2023, the Company was in default in its debt facility payments, accounts payable and accrued liabilities related to pre-bankruptcy obligations: Amount due as of March 31, 2023 ---------------- Accounts payable and $3,678,414 other accrued liabilities Amounts due Sandstorm under the $11,115,397 Gold Stream Agreement Notes payable and accrued interest $6,067,844 The Company said it is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has constructed its mill operation and implemented ore production at their mine sites to process the mineralized ore to generate revenue. "We have no commitment from any party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company," Santa Fe said. About Santa Fe Gold Corporation Santa Fe Gold Corporation is a U.S. mining company incorporated in Delaware in August 1991. Their general business strategy is to acquire, explore, develop and mine mineral properties. As of March 31, 2023, Santa Fe has $4,844,946 in total assets and $24,007,890 in total liabilities. SCRATCH SERVICE: Court Extended Confirmation of Plan to Nov. 30 --------------------------------------------------------------- Judge Nancy Hershey Lord has entered an order granting the motion to extend time to confirm the Plan of Reorganization and Disclosure Statement pursuant to 11 U.S.C. Sec. 1121(e) filed by debtor, Scratch Service Corp. The time to confirm a (NHL) Chapter 11 Small Business Chapter 11 Plan will be extended though and including November 30, 2023. About Scratch Service Corp. Scratch Service Corp., a Sunnyside, N.Y.-based company that provides taxi and limousine services, filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 21-41892) on July 27, 2021, listing $403,093 in assets and $1,614,996 in liabilities. Mitchell Cohen, president of Scratch Service Corp., signed the petition. Judge Nancy Hershey Lord 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. SILVER CREEK: Asset Sale Proceeds to Fund Plan ---------------------------------------------- Silver Creek Industries, LLC and its debtor-affiliates submitted a Joint Disclosure Statement accompanying First Amended Joint Plan dated September 7, 2023. SCI was founded in 2005 with the goal of redefining modular construction of buildings. In August 2020, BVA Construction, LLC ("BVA LLC") and BVA Construction, Inc. ("BVA Inc.") acquired 100% of the membership interests in SCI and two non-debtor affiliates of SCI, SCI RS and SCL. SCI RS is a California limited liability company. SCI RS's sole business operations were to provide transportation services to SCI. SCL is a California limited liability company. SCL's sole business operations were to lease machinery and equipment to SCI. Pursuant to the Asset Sale Transaction, the Debtors sold and assigned to Silver Creek Modular substantially all of the Debtors' Assets. Upon the closing of the Asset Sale Transaction, the Debtors ceased all operations and the Debtors no longer have any employees, except for Mr. McGeever. The Plan is a Chapter 11 plan proposed jointly by each of the Debtors. The Plan effectuates a substantive consolidation of the Debtors' Estates. Accordingly, each Debtor's assets and liabilities will be combined with each other Debtor's assets and liabilities, and each Creditor will receive under the Plan Distributions from the same Liquidating Trust Assets, in accordance with the terms and conditions of the Plan. With the approval of the Bankruptcy Court, the Debtors sold and assigned to Silver Creek Modular substantially all of the Debtors' assets pursuant to the provisions of the Asset Purchase Agreement. The Debtors ceased business operations after the closing of the Asset Sale Transaction. The primary objective of the Plan is to distribute to Creditors Cash that has been or will be received by the Debtors from the Asset Sale Transaction and Cash that has been or that may be received by the Debtors from the liquidation or other disposition of the Debtors' other Assets (primarily the ERTC and any Causes of Action). By the Plan, the Debtors will continue in existence only as appropriate to complete a liquidation of the Debtors' Assets and a wind-up of the Debtors' financial affairs, for the benefit of Creditors. The Interests of the Interest Holders will be canceled effective as of the Case Closing Date and the Interest Holders will not receive any Distributions on account of their Interests. On September 12, 2023, SCI filed in the Bankruptcy Court its Motion for Order Authorizing: (1) Sale of Substantially All of the Assets of the Debtor Free and Clear of Liens and Interests in Accordance with Provisions of Asset Purchase Agreement, Etc. ("Sale Motion"), requesting, in part, that the Bankruptcy Court enter an order authorizing the Debtors to sell and assign to Silver Creek Modular the Purchased Assets, free and clear of claims, liens and interests pursuant to section 363(f) of the Bankruptcy Code, in accordance with the terms and conditions of the Asset Purchase Agreement. In accordance with the bidding at the Auction, the Debtors, as the "Sellers," and Silver Creek Modular, as the "Buyer," entered into the Asset Purchase Agreement providing, in part, for the following Purchase Price to be paid by Silver Creek Modular: (a) $17,575,000 Cash; (b) $2,500,000 allocated solely to pay pre-closing Construction Law Claims; and (c) $200,000 allocated solely to pay "Cure Costs" (as defined in the Asset Purchase Agreement) payable by SCI in connection primarily with SCI's assumption and assignment to Silver Creek Modular of the Perris Real Property Lease and another real property lease of SCI. In addition, Silver Creek Modular agreed to honor certain warranty obligations of SCI, to honor certain wage and benefit Claims of SCI employees employed by Silver Creek Modular, and to pay approximately $4,888,550 in liabilities associated with contracts assumed by Silver Creek Modular pursuant to the Asset Purchase Agreement, all in accordance with the provisions of the Asset Purchase Agreement. On June 6, 2023, the Asset Sale Transaction among the Debtors, as the "Sellers," on one hand, and Silver Creek Modular, as the "Buyer," on the other hand, closed. Silver Creek Modular has paid to the Debtors the $20,275,000 Cash Purchase Price. On June 8, 2023, the Debtors served notice of the closing of the Asset Sale transaction. As a result of the Asset Sale Transaction, the Debtors have ceased all operations, the Purchased Assets have been sold and assigned to Silver Creek Modular and the Debtors no longer have any employees, except for Mr. McGeever. Mr. McGeever remains as the managing member of each Debtor, and, together with the Debtors' counsel and B. Riley, is acting to wind up the Debtors' financial affairs. Class 3A consists of Allowed General Unsecured Claims Other Than any Allowed Deficiency Claim of CIT. Except to the extent that the holder of an Allowed Class 3A agrees to a less favorable treatment of its Allowed 3A Claim, the holder of an Allowed Class 3A Claim will receive, in full and complete satisfaction, exchange and release of its Allowed Class 3A Claim, Pro Rata Distributions of the Liquidating Trust Proceeds available for distribution to holders of all Allowed Class 3 Claims, including any Allowed Class 3B Claim. Class 3B consists of any Allowed Deficiency Claim of CIT. Except to the extent that the holder of any Allowed Class 3B Claim agrees to a less favorable treatment of its Allowed Class 3B Claim, the holder of any Allowed Class 3B Claim will receive, in full and complete satisfaction, exchange and release of its Allowed Class 3B Claim, Pro Rata Distributions of the Liquidating Trust Proceeds available for distribution to holders of all Allowed Class 3 Claims, including Allowed Class 3A Claims. The Plan provides that, from and after the Effective Date, each Debtor's Assets, including, without limitation, any Causes of Action of the Debtor, will be transferred to and vest in the Liquidating Trust, for the benefit of Creditors of the Debtors. The Liquidating Trust Assets will be distributed to the holders of Allowed Claims against the Debtors in accordance with the provisions of the Plan. The Liquidating Trust Trustee will be responsible for maintaining the Liquidating Trust Assets, liquidating Liquidating Trust Assets, prosecuting or settling Causes of Action, and making Distributions in payment of Allowed Claims against the Debtors in accordance with the provisions of the Plan. A full-text copy of the Joint Disclosure Statement dated September 7, 2023 is available at https://urlcurt.com/u?l=KOUb7u from PacerMonitor.com at no charge. General Insolvency Counsel for Debtors: WINTHROP GOLUBOW HOLLANDER, LLP Robert E. Opera, Esq. Peter W. Lianides, Esq. 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 RINGSTAD & SANDERS, LLP Todd C. Ringstad, Esq. 4910 Birch Street, Suite 120 Newport Beach, CA 92660 Telephone: (949) 851-7450 Facsimile: (949) 851-6926 About Silver Creek Industries Silver Creek Industries, LLC, is a modular construction company headquartered in California. Silver Creek Industries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11677) on April 24, 2023. In the petition signed by its managing member, James McGeever, the Debtor disclosed $10 million to $50 million in assets and $50 million to $100 million in liabilities. Judge Scott H. Yun oversees the case. The Debtor tapped Robert E. Opera, Esq., at Winthrop Golubow Hollander, LLP as legal counsel and B. Riley Financial Advisory Services as financial advisor. The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Tucker Ellis, LLP. SILVER STATE BROADCASTING: Trustee Seeks to Auction Off Assets -------------------------------------------------------------- Michael Carmel, Chapter 11 trustee for Silver State Broadcasting, LLC and its affiliates, asked the U.S. Bankruptcy Court for the District of Nevada for approval to sell properties through an auction. The properties up for sale include an antique fire truck and two transmitters, which the companies used to operate their businesses. The trustee has tapped the services of Bar None Auction, which has agreed to include the transmitters at its scrap auction set for Oct. 14. A separate auction will be conducted for the fire truck to maximize value. Bar None Auction will get 20% of the gross proceeds from the sale, plus $400 for its out-of-pocket expenses. About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C. serve as the Debtors' bankruptcy counsel and special counsel, respectively. Michael Carmel has been appointed as trustee in these Chapter 11 cases. The trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. SILVER STATE: Trustee, Crown Castle Object to Debtor's Plan Outline ------------------------------------------------------------------- Creditor Crown Castle MU LLC filed its joinder in Chapter 11 trustee Michael Carmel' objection to Silver State Broadcasting, LLC Out of Possession Fourth Amended Disclosure Statement filed September 1, 2023. Michael Carmel, in his capacity as the Chapter 11 trustee of the bankruptcy estates of Silver State Broadcasting, LLC, Golden State Broadcasting, LLC, and Major Market Radio, LLC, filed opposition to the Debtors Out of Possession Fourth Amended Disclosure Statement filed by the Debtors Out-of-Possession ("DOPs") on July 26, 2023. According to the Trustee, the DOPs Disclosure Statement was filed solely for the purpose of delaying the Trustee's Sale of the Station Assets. The Disclosure Statement is egregiously inaccurate, fundamentally misses the mark in providing "adequate information" to creditors and parties in interest in the Chapter 11 cases (a core tenet of disclosure statements), and relates to a patently unconfirmable plan that essentially contemplates only paying the one judgment creditor who holds a judgment jointly against Mr. Stolz and two of the chapter 11 debtors. Moreover, upon the Disclosure Statement being filed, the Trustee issued discovery to the DOPs and their insiders regarding the representations made in the Disclosure Statement. To date, not a single document has been produced. Where the DOPs are blatantly flouting their discovery obligations with respect to the representations made in the Disclosure Statement, the Disclosure Statement cannot be approved. Accordingly, the Trustee requests that the Disclosure Statement be denied in its entirety, without prejudice to the DOPs filing an appropriate disclosure statement at a later date after having provided fulsome responses to the Trustee's discovery. The Trustee points out that the DOPs' disclosure statement does not meet the standard for adequate information and should be denied: * The Disclosure Statement glosses over that the plan proponent is no longer in control of the Estates and has no decision making authority over the Station Assets, which begs the question how the plan proponent will implement the proposed Plan. * There are multiple outright omissions in the Disclosure Statement, including: - No defined new value contribution. - No budget; instead, DOPs point to a year-old budget attached to a different pleading filed by the then-debtors-in-possession. - Mr. Stolz (as principal of the DOPs) has neither posted a bond nor demonstrated he has any financial capability to pay the creditor claims in these Chapter 11 Cases. - No liquidation analysis is provided. * The Disclosure Statement is laden with gross inaccuracies, including: - Asserting that "Mr. Stolz has commenced the process of repairing or locating replacement equipment on behalf of Golden State[]", which cannot be correct. Mr. Stolz's access to the KREV site was terminated under the Trustee's tenure. If Mr. Stolz is accessing KREV's tower site operated by C&E Haas Development Company, LLC ("C&E") it is unlawfully and without the Trustee's consent. - Asserting that "the licenses are once again in the Debtors' names." This is false. - Asserting that "the Radio Station equipment was legally owned by nondebtor third parties, Royce International Broadcasting, Inc. or Edward Stolz, . . ." The Trustee has repeatedly sought the turnover of any records that would demonstrate Mr. Stolz or his affiliate Royce International Broadcasting, Inc. ("Royce") own any equipment used in the operation of the Stations and has to date received zero evidence of this. In fact, all evidence is to the contrary. * The Disclosure Statement is replete with materially misleading statements concerning the FCC licenses, the programming, and revenue being generated by the Stations. The Disclosure Statement does not reference the Trustee's current sale efforts to sell all Stations. It also fails to mention that the DOPs do not have the right to sell the Stations and are not the license holders. * The Disclosure Statement's description of claims is incomplete and therefore fundamentally lacks pertinent financial information concerning these Chapter 11 Cases, including the following: -- Failing to identify all administrative claimants in these Chapter 11 Cases, including those of the Trustee and the Trustee's counsels. -- Does not accurately reflect the status of claims settled to date with certain landlords, including the Trustee's Court-approved settlement with C&E and a stipulation the then-debtors-in-possession appear to have reached with DIG MCC, LLC for a significant reduction of that claim. * The Disclosure Statement also heavily mischaracterizes the landscape of administrative claims by overestimating the allowance of administrative claims by, or entitlement to attorney fees or expenses for, any counsel retained by the estates, Mr. Stolz, and/or the then-debtors-in-possession previous to the Trustee's appointment. The Trustee further points out that the DOPs and their insiders Edward Stolz and Deborah McKay Naiman have failed to comply with the disclosure statement discovery issued by the trustee. Immediately upon the filing of the Disclosure Statement, the Trustee issued discovery to the DOPs and their insiders. The deadlines set for DOPs insiders Edward Stolz and Deborah McKay Naiman to respond to the Trustee's subpoenas have passed, with no compliance; the Trustee received zero production or even a response.. These failures are significant, and impactful. The discovery included: * Subpoena to Edward Stolz seeking, inter alia, valuations substantiating the "market values" of Station Assets asserted in the Disclosure Statement; valuations of the litigation claims described in the Disclosure Statement; evidence of Station revenues described in the Disclosure Statement; substantiating evidence that recent advertising revenues by the Nevada FM station generated "approximately $18,000" as stated in the Disclosure Statement; evidence that any Station equipment is owned by Mr. Stolz or Royce, as asserted in the Disclosure Statement; the operating budgets described in the Disclosure Statement; evidence that Mr. Stolz has sufficient funds to contribute in excess of $2,000,000 as represented in the Disclosure Statement; evidence of the ability to satisfy creditor claims and/or provide financing as also described in the Disclosure Statement. * Subpoena to Deborah McKay Naiman seeking, inter alia, her working file related to the real properties previously identified by Mr. Stolz in filings with this Court9 as well as any listing, marketing, or sale of real property owned by Mr. Stolz and the affiliates he identified. Attorneys for Chapter 11 Trustee Michael Carmel: Gregory Garman, Esq. Talitha Gray Kozlowski, Esq. Mary Langsner, PH.D. GARMAN TURNER GORDON LLP 7251 Amigo Street, Suite 210 Las Vegas, NV 89119 Tel: 725.777.3000 E-mail: ggarman@gtg.legal tgray@gtg.legal mlangsner@gtg.legal Attorneys for Creditor Crown Castle MU LLC Thomas H. Fell, Esq. FENNEMORE CRAIG, P.C. 9275 W. Russell Road, Suite 240 Las Vegas, NV 89148 Telephone: (702) 692-8000 Facsimile: (702) 692-8099 E-mail: tfell@fennemorelaw.com - and - Todd Kartchner, Esq. FENNEMORE CRAIG, P.C. 2394 E. Camelback Road, Suite 600 Phoenix, AZ 85016 Telephone: (602) 916-5000 Facsimile: (602) 916-5999 E-mail: tkartchner@fennemorelaw.com About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C., serve as the Debtors' bankruptcy counsel and special counsel, respectively. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. Michael Carmel has been appointed as trustee in these Chapter 11 cases. The trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. SILVER STATE: VCY Says Disclosures Inadequate --------------------------------------------- VCY America, Inc., a creditor in the jointly administered bankruptcy proceedings of Silver State Broadcasting, LLC, et al., filed a joinder to Chapter 11 trustee Michael Carmel' objection to Debtor Out of Possession Fourth Amended Disclosure Statement filed September 1, 2023. 11 U.S.C. Sec. 1125(a) requires that a disclosure statement contain "adequate information." VCY points out that the Disclosure Statement fails to meet this requirement in several respects: * First, the Disclosure Statement makes a number of inaccurate statements with no support, relating to the provisions referenced in the Statement of Facts above as it relates to VCY. VCY has previously endeavored to address Debtors' inaccurate statements made with this Court as evidenced in its Limited Opposition and supporting declaration (ECF Nos. 206-207), incorporated by reference herein. * Second, Debtors' Disclosure Statement does not contain sufficient or accurate information regarding VCY's claim, or the source of payment for the claim. As a preliminary matter, the Trustee, not the Debtors, has standing to object to VCY's claim, and the Disclosure Statement does not address this standing issue. Further, the Disclosure Statement does not provide sufficient information about the Debtors' ability to pay VCY's claim. The Disclosure Statement contains no meaningful information regarding each of the Debtors' ability to convert the proposed assets into cash by the effective date, and the Monthly Operating Reports for each of the Debtors before the Trustee was appointed make it abundantly clear that the Debtors are unable to fund the Plan, but the Disclosure Statement does not provide accurate information on the source of funding for the Plan. Further, the Disclosure Statement fails to demonstrate reasonable assurance of future performance. Attorneys for VCY America, Inc. Ogonna M. Brown, Esq. LEWIS ROCA ROTHGERBER CHRISTIE LLP 3993 Howard Hughes Parkway, Suite 600 Las Vegas, NV 89169 Telephone: (702) 949-8200 Facsimile: (702) 949-8398 E-Mail: OBrown@lewisroca.com About Silver State Broadcasting Las Vegas-based Silver State Broadcasting, LLC and its affiliates run an independent radio broadcasting company. Three of the radio stations (KFRH, KREV and KRCK-FM) are the primary assets. Silver State Broadcasting, Major Market Radio, LLC and Golden State Broadcasting, LLC filed voluntary petitions for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 21-14978) on Oct. 19, 2021. In its petition, Silver State listed up to $50 million in assets and up to $1 million in liabilities. Judge August B. Landis oversees the cases. Stephen R. Harris, Esq., at Harris Law Practice, LLC and Wood & Maines, P.C., serve as the Debtors' bankruptcy counsel and special counsel, respectively. The Debtors filed their disclosure statement and proposed plan to exit Chapter 11 protection on May 2, 2022. Michael Carmel has been appointed as trustee in the Chapter 11 cases. The trustee tapped Garman Turner Gordon LLP as legal counsel and Timmons PC as special counsel. SPECIALTY DENTAL: PCO Reports No Staffing Changes ------------------------------------------------- Thomas Mackey, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the Western District of Texas a report regarding the quality of patient care provided at the dental practices of Specialty Dental Holdings, LLC. The PCO visited with Specialty Dental Holdings and staff on August 21 and 22 for the first time during the current Chapter 11 process. The PCO noted that some staff are shared between facilities depending on patient volume, vacations, sick leave, etc. The staffing is very stable for the past year and no future changes are anticipated. No employees have been terminated because of Chapter 11 proceedings. In fact, the Hill Country office hired a new practice manager six months ago and staff seem pleased with the change. The PCO did not evaluate any financial aspects of the practices. Staff indicate no paychecks have been missed and always arrive on time. No decline in personnel have resulted from Chapter 11 proceedings. The PCO observed that patient satisfaction or complaints are solicited on patients via phone messaging after each visit. The responses are monitored and followed up by the practice managers. If needed, the situation is discussed in the daily early morning team huddle. Again, staff verified the process occurs regularly. Moreover, one dentist and an assistant in the Hill Country office are the only persons with key access to the locked medication cabinet in each practice. The PCO viewed the up-to-date medication log. The attending dentist indicated there have been no medication errors. The PCO stated that Specialty Dental Holdings continues to provide sufficient resources to maintain or improve the quality and safety of care. Systems and personnel are stable and financial resources have been forthcoming by the healthcare provider to provide quality and safe care equal to or better than filing for Chapter 11. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=MGof53 from PacerMonitor.com. About Specialty Dental Holdings Specialty Dental Holdings, LLC filed Chapter 11 petition (Bankr. W.D. Texas Case No. 23-10498) on July 10, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Shad Robinson oversees the case. Stephen W. Sather, Esq., at Barron & Newburger, PC is the Debtor's legal counsel. Thomas Mackey is the patient care ombudsman appointed in the Debtor's Chapter 11 case. STARRY GROUP: Exits Chapter 11 Bankruptcy Protection ---------------------------------------------------- Cablefax reports that Starry is leaving Chapter 11 bankruptcy six months after its initial filing, the provider announced Thursday, August 31, 2023. It believes that following a restructuring of the company's debt and a strengthening of its balance sheet, it has a clear pathway to profitability. "I'm immensely proud of all of our employees, who kept their focus on our customers, our network and on delivering an internet service experience that far outshines our 'big internet' competitors," CEO Alex Moulle-Berteaux said in a statement. Starry will now be a privately-held company and shares of its common stock will halt trading on the over-the-counter market effective immediately. Starry's board of directors will also now include Moulle-Berteaux and Co-Founder/Former CEO Chet Kanojia. About Starry Group Boston-based Starry Group Holdings, Inc. (NYSE: STRY) is a licensed fixed wireless technology developer and internet service provider. It is an early-stage growth company. Starry Group Holdings and 11 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10219) on Feb. 20, 2023. As of Sept. 30, 2022, Starry Group had $270.6 million in total assets against $309.7 million in total liabilities. The petitions were signed by William J. Lundregan as authorized officer. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; PJT Partners, LP as investment banker; FTI Consulting, Inc. as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by David R. Hurst, Esq. STERLING 40-01LLC: Case Summary & Seven Unsecured Creditors ----------------------------------------------------------- Debtor: Sterling 40-01LLC 4001 Northern Blvd Long Island City, NY 11101-1501 Chapter 11 Petition Date: September 12, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43237 Judge: Hon. Jil Mazer-Marino Debtor's Counsel: Roberto Pagan-Lopez, Esq. PAGAN LOPEZ LAW OFFICE PLLC 28-07 Jackson Ave Tower 3 Jackson 5th Floor Long Island City, NY 11101 Tel: (646) 216-8881 Fax: (646) 490-2159 Email: rpagan@paganlopezlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nicolas Loaiza as authorized representative. 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/IUQ4EQA/Sterling_40-01LLC__nyebke-23-43237__0001.0.pdf?mcid=tGE4TAMA STRATIS CORP: Taps Bronson Law Offices as Bankruptcy Counsel ------------------------------------------------------------ Stratis Corp. D/B/A Casa Rina Restaurant seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Bronson Law Offices, P.C. as its bankruptcy counsel. The Debtor requires legal counsel to: (a) assist in the administration of its Chapter 11 proceeding; (b) prepare or review operating reports; (c) set a bar date; (d) provide for the use of cash collateral, if necessary; (e) review and resolve claims which should be disallowed; and (f) assist in preparing and confirming a Chapter 11 plan. The firm intends to bill the Debtor at the following rates: H. Bruce Bronson $495 per hour Paralegal or legal assistant $150 to $250 per hour The firm received a retainer in the amount of $10,000. As disclosed in court filings, Bronson Law Offices is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: H. Bruce Bronson, Esq. BRONSON LAW OFFICES, PC 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net About Stratis Corp Stratis Corp. owns a restaurant specializing in Italian cuisine. Stratis Corp. D/B/A Casa Rina Restaurant filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22617) on August 18, 2023. The petition was signed by Tommy Stratigakas as president. At the time of filing, the Debtor estimated $172,822 in assets and $1,065,000 in liabilities. Judge Sean H. Lane presides over the case. H Bruce Bronson, Esq. at BRONSONLAW OFFICES PC represents the Debtor as counsel. SUNLAND MEDICAL: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Sunland Medical Foundation and 4750 GHW Bush Land Holdings, LLC. The committee members are: 1. Beckman Coulter, Inc. Devonya Williams-Bikouvaris 250 S. Kraemer Blvd. Brea, CA 92821 Email: Dwilliams06@beckman.com 2. Blue Signal, LLC Jessica Walsh 4545 E. Shea #250 Phoenix, AZ 85028 Phone: 214-701-5122 Email: jwalsh@bluesignal.com 3. Hegwood Group LP F. Louis Embuscado 17000 Dallas Parkway, Suite 222 Dallas, TX 75248 Phone: 972-248-9574 Email: lou@hegwoodgroup.com 4. Insight Enterprises, Inc. Carole Beaulieu 2701 E. Insight Way Chandler, AZ 85286 Phone: 514-669-7782 Email: carole.beaulieu@insight.com 5. Ovation Healthcare W. Judd Peak 1573 Mallory Lane, Ste. 200 Brentwood, TN 37027 Phone: 615-371-4956 Email: jpeak@ovationhc.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Trinity Regional Hospital Sachse Trinity Regional Hospital Sachse is a full-service hospital and emergency room near Dallas, Texas. It is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. Owners of the hospital, Sunland Medical Foundation and 4750 GHW Bush Land Holdings LLC sought Chapter 11 protection (Bankr. N.D. Texas Lead Case No. 23-80000) on Aug. 29, 2023. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Michelle V. Larson is the case judge. The Debtors tapped McDermott Will & Emery, LLP as legal counsel; and Meadowlark Advisors, LLC, as financial advisor. Stretto Inc. is the claims agent. SUNNOVA ENERGY: Moody's Affirms 'B3' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Sunnova Energy International Inc's (Sunnova) corporate family rating of B3 and subsidiary Sunnova Energy Corporation's (Sunnova Energy) senior unsecured rating of B1. Sunnova's SGL-3 speculative grade liquidity rating is unchanged. The rating outlooks of both entities are stable. Affirmations: Issuer: Sunnova Energy International Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Issuer: Sunnova Energy Corporation Backed Senior Unsecured Regular Bond/Debenture, Affirmed B1 Outlook Actions: Issuer: Sunnova Energy International Inc. Outlook, Remains Stable Issuer: Sunnova Energy Corporation Outlook, Remains Stable RATINGS RATIONALE "Sunnova's credit profile reflects that of a residential distributed generation company undergoing rapid growth in a relatively young, evolving and competitive industry", said Toby Shea, Vice President/Senior Credit Officer. The company exhibits weak cash flow to debt metrics, but has accumulated sizeable value in its long-term contracted cash flows in excess of its debt burden. The residential solar industry has grown 20 fold over the past ten years. This growth is driven by a combination of federal and state subsidies, the declining cost of distributed generation over time, and the rise in utility electric rates. The most important state-level incentives for the residential solar industry are solar renewable energy credits (SRECs) and those embedded in net energy metering regulation. Even though states have generally cut back on net metering incentives, resulting in lower solar export credits, Moody's expect industry growth to continue because of long-term trends in the declining cost of distributed generation and the concurrent large rise in utility rates, especially in the past two years. Net metering reforms also impact Sunnova less than many peers because Sunnova is more geographically diversified and has an established business in selling battery storage systems and maintenance services that do not rely on net metering incentives. The company leans heavily on its extensive network of dealers for customer origination, construction work, and upfront construction costs. Demand on capital is managed through the use of non-recourse warehouse loan facilities and tax equity for projects that are under construction or recently completed and the use of securitization debt for projects in operation. Securitization debt is supported by cash flow generated through long-term contractual relationships with customers mainly in the form of 25-year power purchase agreements (PPAs), solar leases, and solar loans. Sunnova's operating cash flow and free cash flow are both heavily constrained by high spending related to marketing and sales, financial transaction costs, and related solar installation costs such as holding inventory for deployment. The high consolidated debt burden is attributable to a large amount of non-recourse debt (securitization debt and borrowings under warehouse credit facilities) of about $4.9 billion at the end of second quarter 2023, $1.15 billion of convertible notes, and $400 million of high-yield corporate debt. The company has generated a very low consolidated CFO pre-WC to debt ratio between 0% to 0.5% over the past two years on a fully adjusted basis. Because of the large growth in spending, Moody's expect its CFO pre-WC to debt ratios to stay low and remain in the range of 0% to 2%. Moody's credit analysis also takes into consideration the value of Sunnova's long-term contracted cash flows (without assuming renewal), which is substantial ($7.3 billion as of June 30, 2023) and continues to grow. On August 16, 2023, Sunnova received $82.6 million of proceeds from an equity issuance, the first discrete equity issuance of $152 million by the company since 2020. This equity issued will have a limited impact on its consolidated CFO pre-WC to debt metrics. Nevertheless, it indicates the company's willingness to moderate its leverage to some degree even if it comes at the cost of share dilution. Liquidity analysis Sunnova's Speculative Grade Liquidity rating of SGL-3 reflects adequate liquidity with limited internal sources of cash flow and a high reliance on its non-recourse revolving warehouse loan facilities for liquidity needs. It also depends on access to the capital market for tax equity and asset-backed securitization structures to fund a high level of investments in new systems, which the company expects to be about $3.7 billion in 2023 and rise to $5.5 billion in 2024. Because of the high level of growth-related spending and financial transaction costs, Sunnova generates weak operating cash flow. It has funded its working capital needs for its growth through 2024 by issuing $600 million of convertible bonds in August of 2022. The company also has access to up to $1.8 billion of revolving warehouse facilities and tax equity to support its capital expenditures. Sunnova does not have a corporate revolving credit facility. As of June 30, 2023, Sunnova had $301 million of available liquidity under its revolving warehouse facilities and an unrestricted cash balance of $187 million and a restricted cash balance of $219 million. In terms of major debt maturities, Sunnova has no corporate debt maturities until 2026, when $575 million of convertible notes at Sunnova and $400 million of senior unsecured notes at Sunnova Energy are due. If necessary, Sunnova has limited ability to generate alternative liquidity by monetizing residual cash flow from the securitized assets. Alternatively, it could sell the underlying projects to raise liquidity, but only after first paying off the securitization debt. Rating outlook The stable outlooks of Sunnova and Sunnova Energy reflects the organization's ability to manage both the pressure from lower export credits due to net energy metering reforms and the financing demands of its rapidly growing distributed generation portfolio. Moody's expect the company to continue to finance and develop projects that are accretive to its long-term value and cash flow without adversely affecting its credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade Moody's could upgrade Sunnova's ratings if it continues to exhibit a track record of successfully executing its capital and growth plans, gains greater scale and maintains its competitive position, generates additional contracted cash flow over time, maintains corporate debt at current levels, and sustains a consolidated CFO pre-WC to debt of ratio of at least 4% on a fully-adjusted basis. Factors that could lead to a downgrade Moody's could downgrade Sunnova's ratings if its investments in growth projects fail to produce adequate long-term returns, the company's competitive position deteriorates, or the value of its long-term contract cash flows falls significantly. Moody's could also downgrade Sunnova should its fully-adjusted CFO pre-W/C to debt ratio remain below 0% on a sustained basis. Corporate Profile Sunnova Energy International Inc. is the parent company of one of the leading US residential solar and storage service providers headquartered in Houston, Texas. Sunnova Energy Corporation is an intermediate holding company of Sunnova that holds an interest in its operating subsidiaries. The company serves about 348,600 customers as of June 30, 2023, in more than 45 states and US territories. Sunnova receives long-term contractual revenues from customers through power purchase agreements (PPAs), leases, loans, and other sources such as the monetization of renewable energy credits and repair and monitoring services. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in May 2017. SURGALIGN HOLDINGS: Unsecureds Owed Up to $71M to Get 4% to 18% --------------------------------------------------------------- Surgalign Holdings, Inc., et al., submitted a Combined Disclosure Statement and Joint Chapter 11 Plan. Prior to the Petition Date, the Debtors commenced a marketing process for their assets, in whole or in part. Based on the Debtors' marketing efforts, shortly before the Petition Date, Xtant Medical Holdings, Inc., agreed to provide the stalking horse bid for substantially all of the assets encompassing the U.S. hardware and biomaterials business and the equity interests in non-Debtor entities related to the Debtors' hardware business outside of the U.S. (collectively, the "Stalking Horse Hardware Assets"), which contemplated a purchase price of $5,000,000 and the assumption of certain liabilities. On June 18, 2023, the Debtors entered into an asset purchase agreement memorializing Xtant's bid. On the Petition Date, the Debtors requested authority to continue to conduct their prepetition marketing process through a competitive court-supervised marketing process. Pursuant to such process, which was approved by the Bankruptcy Court on June 30, 2023, the Debtors continued to reach out to strategic and financial partners and purchasers. As of the Bid Deadline, the Debtors did not receive any qualified bids for the assets other than the Stalking Horse Bid, and accordingly designated Xtant as the successful bidder for the Hardware Assets. The Debtors identified two qualified bidders for certain assets related to the Debtors' digital health business (the "Digital Assets") -- (a) Augmedics, Inc., and (b) Brainlab AG. As a result, the Debtors determined to hold an auction to determine the highest and best bid. On July 27, 2023, the Debtors conducted multiple rounds of bidding ending in the selection of Augmedics as the Successful Bidder and Brainlab as the Back-Up Bidder for the Debtors' Digital Assets. On Aug. 9, 2023, the Debtors entered into an asset purchase agreement memorializing Augmedics' bid, which included a purchase price of $1,500,000. The Plan provides for the distribution of proceeds from the sale transactions with Xtant and Augmedics, as well as other cash, and the timely monetization of all remaining property of the Debtors. Causes of action not sold, transferred, or otherwise waived or released before the Effective Date of the Plan shall be prosecuted by the Wind-Down Debtors for the benefit of the Holders of General Unsecured Claims. All Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims shall be satisfied in full. The Plan is a liquidation plan and provides for the distribution of proceeds from any sale of the Debtors' assets, as well as the distribution of other cash, and the liquidation of all remaining property of the Debtors, including Causes of Action not sold, transferred or otherwise waived or released before the Effective Date of the Plan. The Plan further provides for the substantive consolidation of all of the Debtors, the termination of all Interests in the Debtors, the dissolution and wind-up of the affairs of the Debtors and their Affiliates, and the vesting of any remaining assets in the Wind-Down Debtors on the Effective Date. The Wind-Down Debtors' Assets, including the net proceeds, if any, from the prosecution of Retained Estate Claims and Causes of Action, will be distributed to creditors as set forth in the Plan and Disclosure Statement and the Plan Administrator Agreement. As of the Effective Date of the Plan, except as otherwise provided in the Plan and Disclosure Statement, the Wind-Down Debtors will be responsible for all payments and Distributions to be made under the Plan to the Holders of Allowed Claims. Under the Plan, Class 3 General Unsecured Claims total $36,768,000 to $71,646,000 and will recover 4% to 18% of their claims. Each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, compromise, settlement, and release of, and in exchange for, such General Unsecured Claim, its Pro Rata share of: (i) the Distributable Cash; and (ii) to effectuate distributions from the Wind-Down Debtors, the Wind-Down Debtor Assets; provided that any distributions on account of the WindDown Debtor Assets shall only be made following payment in full of, or reserve for, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims. Class 3 is impaired. "Distributable Cash" means the Debtors' Cash on hand as of the Effective Date (including proceeds from the Digital Assets Sale Transaction, the Hardware Assets Sale Transaction, and the Prompt Sale Transaction) but excluding, for the avoidance of any doubt, any Cash necessary to (x) satisfy Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims in full; and (y) fund the Wind-Down Budget. "Wind-Down Debtor Assets" means all of the Debtors' assets, which shall vest in the Wind-Down Debtors as of the Effective Date pursuant to the Plan Administrator Agreement, including the Retained Estate Claims and Causes of Action, the Wind-Down Reserve, and the Insurance Coverage Rights. One or more of the Debtors shall continue in existence after the Effective Date, each as a WindDown Debtor, for purposes of (1) preserving the Retained Estate Claims and Causes of Action for the benefit of the Wind-Down Beneficiaries, (2) winding down the Debtors' remaining businesses and affairs as expeditiously as reasonably possible and liquidating any assets held by the Wind-Down Debtors after the Effective Date, (3) resolving any Disputed Claims, (4) paying Allowed Claims for which there is not a Distribution Agent other than the Wind-Down Debtors, (5) filing appropriate tax returns, and (6) administering the Plan in an efficacious manner. The Wind-Down Debtors shall be deemed to be fully bound by the terms of the Plan and the Confirmation Order. Except as otherwise provided in the Plan, the Wind-Down Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in all matters, including (a) motions, contested matters, and adversary proceedings pending in the Bankruptcy Court, and (b) all matters pending in any courts, tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the need or requirement for the Wind-Down Debtors or the Plan Administrator to file motions or substitutions of parties or counsel in each such matter. Distributions under the Plan will be funded by (i) the proceeds of each of the Digital Assets Sale Transaction and the Hardware Assets Sale Transaction, and (ii) the Wind-Down Debtors from the WindDown Debtor Assets; provided, however, that Allowed Professional Fee Claims shall be paid from the Professional Fee Escrow Account in the first instance. The Wind-Down Debtor Assets shall be used to pay the Wind-Down Debtor Expenses (including the compensation of the Plan Administrator and any professionals retained by the Wind-Down Debtors), and to satisfy payment of Allowed Claims and Interests as set forth in the Plan. Co-Counsel to the Debtors: Veronica A. Polnick, Esq. J. Machir Stull, Esq. Matthew D. Cavenaugh, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 E-mail: vpolnick@jw.com mstull@jw.com mcavenaugh@jw.com Counsel to the Debtors: Gregory F. Pesce, Esq. Laura E. Baccash, Esq. WHITE & CASE LLP 111 South Wacker Drive, Suite 5100 Chicago, Illinois 60606 Telephone: (312) 881-5400 E-mail: gregory.pesce@whitecase.com laura.baccash@whitecase.com - and - Charles R. Koster, Esq. 609 Main Street, Suite 2900 Houston, TX 77002 Telephone: (713) 496-9700 E-mail: charles.koster@whitecase.com - and - Barrett B. Lingle, Esq. 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 E-mail: barrett.lingle@whitecase.com A copy of Combined Disclosure Statement and Joint Chapter 11 Plan dated September 1, 2023, is available at https://tinyurl.ph/lTZfL from ra.kroll.com, the claims agent. About Surgalign Holdings Surgalign Holdings, Inc. is a global medical technology company focused on elevating the standard of care by driving the evolution of digital health. It has developed an artificial intelligence and augmented reality technology platform called HOLO AI, which the company views as a powerful suite of AI software technology which connects the continuum of care from the pre-op and clinical stage through post-op care, and is designed to achieve better surgical outcomes, reduce complications, and improve patient satisfaction. Surgalign Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90731) on June 19, 2023. At the time of the filing, the Debtors reported $50 million to $100 million in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped White & Case, LLP as lead bankruptcy counsel; Jackson Walker, LLP as local and conflict counsel; PricewaterhouseCoopers, LLP as tax services provider; and Alvarez & Marsal Securities, LLC as investment banker and financial advisor. Kroll Restructuring Administration, LLC is the Debtors' notice and claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Pachulski Stang Ziehl & Jones, LLP and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. SUSTAITA ENTERPRISES: Hires Glast Phillips & Murray as Counsel -------------------------------------------------------------- Sustaita Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Glast Phillips & Murray, P.C. as counsel. The firm will provide these services: a. provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and the management of its property; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning litigation in which the Debtor is involved, and objections to claims filed against the Debtor's estate; c. prepare on behalf of the Debtor necessary motions, answers, orders, reports, and other legal papers in connection with the administration of its estate; d. assist the Debtor in preparing for and filing a plan of reorganization at the earliest possible date; e. perform any and all other legal services for the Debtor in connection with the Debtor's Chapter 11 Case; and f. perform such legal services as the Debtor may request with respect to any matter, including, but not limited to, corporate finance and governance, contracts, antitrust, labor, and tax. The firm will be paid at these rates: Partners $450 to $650 per hour Associates $450 per hour Paralegals $220 per hour The firm received a retainer in the amount of $ 15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brandon J. Tittle, a partner at Glast Phillips & Murray, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brandon J. Tittle, Esq. GLAST PHILLIPS & MURRAY, P.C. 14801 Quorum Drive, Suite 500 Dallas, TX 75254 Tel: (972) 419-8300 Fax: (972) 419-8329 Email: btittle@gpm-law.com mfurse@gpm-law.com rloughran@gpm-law.com About Sustaita Enterprises Sustaita Enterprises, LLC is a company in Desoto, Texas, which operates in the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31812) on Aug. 21, 2023, with $3,969,806 in assets and $3,589,563 in liabilities. Carlos Sustaita, president and member, signed the petition. Judge Scott W. Everett oversees the case. Brandon Tittle, Esq., at Glast, Phillips & Murray, P.C. and Lane Gormatt Trubitt, LLC serve as the Debtor's legal counsel and financial advisor, respectively. T-ROLL CONSTRUCTION: Hires Weiss Law Group LLC as Counsel --------------------------------------------------------- T-Roll Construction, Inc., seeks approval from the U.S. Bankruptcy Court for the District of Colorado to employ The Weiss Law Group, LLC as counsel. The firm's services include: a. providing legal advice with respect to the powers, rights, and duties of the Debtor and Debtor-in-Possession; b. providing legal advice and consultation related to the legal and administrative requirements of this case, including assisting Applicant in complying with the procedural requirements of the Office of the United States Trustee; c. taking appropriate actions to protect and preserve the Estate, including prosecuting actions on the Debtor's behalf, defending actions commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Estate, and preparing witnesses and reviewing documents in this regard; d. preparing appropriate documents and pleadings, including but not limited to Schedules, Applications, Motions, Answers, Orders, Complaints, Reports, or other documents appropriate to the administration of the Estate; e. representing the Debtor's interests at any Status Conferences, any Disclosure Statement Hearings, any Confirmation Hearings, and other hearings before this Court related to the Debtor; f. assisting and advising the Debtor in the formulation, negotiation, and implementation of a Disclosure Statement and/or Chapter 11 Plan and all documents related thereto; g. assisting and advising the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of transactions, including the sale of assets or the incurring of debt; h. assisting and advising the Debtor with respect to the use of cash collateral, obtaining financing, and negotiating, drafting, and seeking approval of any documents related thereto; i. reviewing and analyzing claims filed in this case, and advising and representing the Debtor in connection with objections to such claims; j. assisting and advising the Debtor with respect to executory contracts and unexpired leases, including assumptions, assignments, rejections, and renegotiations; k. coordinating with other professionals employed in the case; (l) Reviewing and analyzing applications, orders, motions, and other pleadings and documents filed with the Bankruptcy Court and advising the Debtor thereon; and m. assisting the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing all other legal services required by the Debtor. The firm will be paid at these rates: Brett Weiss $595 per hour Associates $250 per hour Paralegals $125 per hour The firm will be paid a retainer in the amount of $2,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brett Weiss, a partner at Weiss Law Group, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Brett Weiss, Esq. WEISS LAW GROUP, LLC 8843 Greenbelt Road, Suite 299 Greenbelt, Maryland 20770 Telephone: (301) 924-4400 Facsimile: (240) 627-4186 Email: brett@BankruptcyLawMaryland.com About T-Roll Construction T-Roll Construction, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-11154) on March 24, 2023. In the petition signed by Seth Cvancara, owner and chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth E. Brown oversees the case. Stephen Berken, Esq., at Berken Cloyes, PC, is the Debtor's legal counsel. TECH-MAR ENTERPRISES: Hires Xendoo as Certified Public Accountant ----------------------------------------------------------------- Tech-Mar Enterprises LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Xendoo as Certified Public Accountant. The firm will assist with the Debtor's ongoing bookkeeping and accounting needs. The firm will be paid at a fixed fee of $335 per month. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Louis Goldenberg, CPA at Xendoo, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Louis Goldenberg Xendoo 5300 Powerline Rd Ste 208 Fort Lauderdale, FL 33309 Tel: (631) 804-2719 About Tech-Mar Enterprises Tech-Mar Enterprises LLC is an IT service provider. Tech-Mar Enterprises sought protection under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32570) on July 10, 2023. In the petition signed by Bernard J Marino III, president, the Debtor disclosed $182,174 in assets and $1,544,635 in liabilities. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, is the Debtor's counsel. TECH-MAR ENTERPRISES: Taps Larson Financial to Provide Tax Service ------------------------------------------------------------------ Tech-Mar Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Larson Financial Incorporated to provide tax services. Larson will provide tax representation services on fixed fee basis of $215 per month. As disclosed in the court filings, Larson Financial Incorporated represents no interest adverse to Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Michael Plantinga Larson Tax Relief 10170 Church Ranch Way, Suite 450 Westminster, CO 80021 Telephone: (888) 589-0955 Facsimile: (866) 553-6996 Email: johnlarson@larsontaxrelief.com About Tech-Mar Enterprises Tech-Mar Enterprises LLC is an IT service provider in Houston, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32570) on July 10, 2023, with $182,174 in assets and $1,544,635 in liabilities. Tom Howley of Howley Law, PLLC has been appointed as Subchapter V trustee. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as counsel. THREE NICKELS: Unsecureds Owed $124K to Get 5% Under Plan --------------------------------------------------------- Three Nickels, LLC, submitted an Amended Disclosure Statement in connection with the First Amended Chapter 11 Plan of Reorganization. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Property consists of an approximately 135' x 210' lot with a 6-floor, 85-unit, residential apartment building situated thereon. The Property is presently encumbered by, at a minimum: (a) a first priority mortgage lien in favor of Ocean Lender LLC (the "Ocean Lender") securing amounts which the Lender asserts totaled approximately $14,300,000 as of July 7, 2023 (and purportedly accruing interest at the contract "default rate" of 24%, i.e., $8,717 per day); (b) secured real property taxes owed to the New York City Dept. of Finance in the asserted amount of approximately $280,585; and (c) secured obligations owed to the New York City Water Board in the asserted amount of $104,040. As additional security, Ocean Lender also holds an assignment of all leases and rents associated with the Property. The Debtor's unsecured debts are believed to total approximately $118,430. The Debtor estimates that the current fair market value of the Property is approximately $14,000,000 to $15,000,000. Under the Plan, Class 4 General Unsecured Claims total $124,141.30. Each holder of an Allowed Class 4 General Unsecured Claim will receive a Pro pro-rata distribution of the sum of $6,500 representing an approximate 5% pro-rata distribution. Class 4 is impaired. In furtherance of implementation of this Plan, on the Effective Date, the Debtor and/or the Plan Administrator shall: (a) surrender the Deed to the Property to Ocean Lender in full satisfaction of the Allowed Ocean Lender Secured Claim; and (b) shall make a distribution first in full payment of any Statutory Fees, second in full payment of any Allowed Administrative Claims, third in full payment of any Allowed Priority Tax Claims, and fourth and lastly a Pro Rata payment to the holders of Allowed General Unsecured Claims. Except as set forth elsewhere in this Plan all payments required to be made under this Plan shall be made by the Disbursing Agent in accordance with the terms of this Plan. Counsel to the Debtor: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/PmYkT from PacerMonitor.com. About Three Nickels Three Nickels, LLC is a New York limited liability company formed on March 27, 2007. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41456) on April 27, 2023, with as much as $50,000 in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki, LLP as legal counsel and MorrisAnderson & Associates, Ltd. as financial advisor. THUNDER CONSTRUCTION: Hires Zamora & Hernandez as Accountant ------------------------------------------------------------ Thunder Construction Corp seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Zamora & Hernandez, PLLC as its accountant. The Debtor requires an accountant to assist in the preparation of the 2022 corporate income tax return and provide other monthly accounting services. Zamora & Hernandez will be paid at the rate of $825 per month. Antonio Zamora, a partner at Zamora & Hernandez, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Antonio Zamora, CPA Zamora & Hernandez, PLLC 9485 Sunset Dr. Suite A-265 Miami, FL 33173 Tel: (305) 665-6560 Email: info@zhaccounting.com About Thunder Construction Thunder Construction Corp sought protection for relief under Chapter 11 of the Bankruptcy Court (Bankr. S.D. Fla. Case No. 23-13835) on May 16, 2023, listing $100,001 to $500,000 in assets and $50,000 in liabilities. Ariel Sagre, Esq. at Sagre Law Firm, P.A. represents the Debtor as counsel. TONON BIOENERGIA: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Debtor: Tonon Bioenergia S.A., Tonon Holdings S.A., and Tonon Luxembourg S.A. Rua Magnolia, 190, Jardim Bom Pastor Botucatu, Sao Paulo Brazil Chapter 15 Petition Date: February 1, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-10878 Judge: Hon. Erik P. Kimball Foreign Representative: Orlando Geraldo Pampado Rua Magnolia, 190, Jardim Bom Pastor Botucatu, Sao Paulo Brazil Foreign Proceeding: 3rd Civil Court of Jau, State of Sao Paulo Foreign Representative's Counsel: Nyana Abreu Miller, Esq. SEQUOR LAW P.A. 1111 Brickell Ave Suite 1250 Miami FL 33131 Tel: (305) 372-8282 Email: nmiller@sequorlaw.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/M36TY5A/Tonon_Bioenergia_SA_and_Tonon__flsbke-23-10878__0001.0.pdf?mcid=tGE4TAMA TRINSEO PLC: Moody's Affirms 'B1' CFR, Outlook Remains Negative --------------------------------------------------------------- Moody's Investors Service affirmed the Corporate Family Rating of Trinseo PLC ("Trinseo") at B1, Probability of Default Rating at B1-PD and the rating on Trinseo Materials Operating S.C.A.'s unsecured notes at B3. Moody's also downgraded the rating on Trinseo Materials Operating S.C.A.'s first lien senior secured term loan and revolving credit facility to B1 from Ba3. The speculative grade liquidity rating remains unchanged. These actions follow the announcement on September 08, 2023 that Trinseo refinanced its $660 million senior secured first lien term loan due 2024 and $385 million unsecured notes due 2025 with a $1.077 billion privately placed first lien term loan maturing in 2028 (unrated). Moody's also withdrew the rating on 2024 term loan of Trinseo Materials Operating S.C.A., which has been repaid. The rating outlook remains negative. "As expected, the company was able to refinance its 2024 and 2025 debt maturities, albeit as a relatively steep cost; however, it does provide sufficient time for the company to improve its financial performance, pay down debt and return credit metrics to more reasonable levels," stated John Rogers, Senior Vice President at Moody's and lead analyst on Trinseo. Affirmations: Issuer: Trinseo PLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Issuer: Trinseo Materials Operating S.C.A. Backed Senior Unsecured Regular Bond/Debenture, Affirmed B3 Senior Unsecured Regular Bond/Debenture, Affirmed B3 Downgrades: Issuer: Trinseo Materials Operating S.C.A. Backed Senior Secured Bank Credit Facility, Downgraded to B1 from Ba3 Withdrawals: Issuer: Trinseo Materials Operating S.C.A. Senior Secured Bank Credit Facility, Withdrawn, previously rated Ba3 Outlook Actions: Issuer: Trinseo Materials Operating S.C.A. Outlook, Remains Negative Issuer: Trinseo PLC Outlook, Remains Negative RATINGS RATIONALE Trinseo's B1 Corporate Family Rating (CFR) reflects the company's weak credit metrics offset by a diversified portfolio of businesses that have substantial intrinsic value. Its exposure to commodity chemicals in Europe at a time when margins for styrene, methyl methacrylate ("MMA") and ammonium sulfate are particularly weak is severely stressing credit metrics. Demand for many of the company's products remains weak and exports from China continue to depress commodity prices, especially in Europe. However, natural gas hedging losses are expected to decline significantly, especially in the fourth quarter of 2023. Assuming lower commodity margins through the rest of 2023 and no material increase in volumes from first half levels, Moody's expects leverage to be roughly 10x, but free cash flow to remain positive due to lower working capital requirements, and thereby ensuring that liquidity remains appropriate for the rating. Trinseo's earnings have continued to struggle in 2023, after a difficult second half of 2022. Weaknesses in demand and commodity prices, especially in Europe, as well as losses from natural gas hedges put in place in the third quarter of 2022 have negatively impacted the company's first half earnings and cash flow. The company has announced actions to close commodity operations and downstream assets that are expose to more commodity-like end markets. Given the expected weakness in commodity prices and relatively weak end market demand in the second half of 2023, Moody's expects that metrics will remain depressed through year-end. However, in 2024, Trinseo should experience meaningful year-over-year improvement in financial performance due to the absence of natural gas hedging losses, as well as the shutdown of its styrene production in Terneuzen, which should amount to a roughly $100 million benefit for the fully year. If Chinese demand does not improve in 2024 and its remains an exporter of many commodities, the financial performance of Trinseo's MMA facility in Italy will likely remain challenged. But the financial performance of downstream assets will improve with the closure of underperforming operations. Moody's expects EBITDA to be closer to $350 million in 2024 and free cash flow to remain near breakeven, despite the higher interest cost, bringing leverage back down towards 6.5x assuming no improvement in market demand. Moody's views this as still elevated for the B1 CFR, but assumes that trough performance will not continue into 2025. The downgrade of the secured first lien term loan facility due May 2028 is due to Moody's perception that the new secured first lien term loan facility due May 2028 (unrated) is advantaged despite both facilities having access to the same collateral package. The new term loan is guaranteed by the subsidiary that holds the equity interest in the Americas Styrenics LLC joint venture and any proceeds from the sale of that joint venture or Trinseo's equity interest would be used preferentially to reduce debt under the new term loan. The negative outlook reflects the extended weakness in financial performance as evidenced by first half results and uncertainty over the timing of an improvement in end-market demand. The negative outlook is likely to remain in place until quarterly EBITDA rises to $100 million per quarter on a sustained basis. On a positive note, the improvement in financial results for the Latex and Plastic Solutions segments is encouraging from the weakness in the second half of 2022. Also, management's focus on conserving cash and increasing their full year free cash flow estimate is another factor that should improve liquidity and may limit further downside to the rating. Trinseo's speculative grade liquidity rating remains unchanged at SGL-3 as liquidity has improved modestly with $270 million of cash on the balance sheet and just over $235 million of available borrowings under its credit facility and accounts receivable facility. Moody's expects the company to be able to generate meaningful free cash flow of roughly $100 million in 2023; however, the amount of free cash flow that the company will generate is highly dependent on market conditions in the fourth quarter of 2023. Lower free cash flow generation would likely be associated with better market conditions in the fourth quarter requiring a greater amount of working capital and likely result in modestly better credit metrics. Trinseo has a $375 million revolving credit facility with no outstanding balances at June 30, 2023; however there is a springing financial covenant when more than 30% of the facility is outstanding. This covenant limits secured leverage to 3.5x. As of the end of the second quarter, this covenant was over 5x limiting borrowing under the facility to $97 million net of $15 million of letters of credit. The company also has access to a $150 million accounts receivable facility, which is fully available, but limited by eligible receivables to $139 million and matures in November 2024; also it has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade to the rating is unlikely over the next 2 years due to Trinseo's weak financial metrics. However, the CFR could be upgraded if Trinseo's businesses consistently generates EBITDA of over $125 million per quarter, balance sheet debt falls by $200-300 million, and free cash flow remains above $100 million per annum. The rating could be downgraded, if leverage remains above 5x for an extended period and free cash flow is below $50 million. ESG CONSIDERATIONS Environmental, social and governance (ESG) factors are important considerations in Trinseo's credit quality but are not drivers of the actions. Trinseo's CIS-3 score reflects significant environmental and social risks due to the nature of the chemicals used and produced at its facilities. The E-5 score reflects the amount of waste and pollution generated on an annual basis relative to most other industries. However, Trinseo's reported emissions are at the lower end of most commodity chemical companies. The S-4 score reflects responsible production and health and safety risks owing to the use, or production of, hazardous, flammable or noxious chemicals. Trinseo's G-3 score reflects the management's desire to lower leverage and improve its credit rating, despite current adverse market conditions. Trinseo PLC is the world's largest producer of styrene butadiene (SB) latex, the third largest global producer of polystyrene and a sizable producer of PMMA and engineered polymer blends. Trinseo typically has revenues of $4-6 billion depending on petrochemical feedstock prices. It has 26 manufacturing sites around the world, and over 3,400 employees. The principal methodology used in these ratings was Chemicals published in June 2022. TRINSEO PLC: S&P Lowers Senior Secured Debt Rating to 'B-' ---------------------------------------------------------- S&P Global Ratings lowered the issue-level rating on Trinseo PLC's existing senior secured debt to 'B-' from 'B' and revised the recovery rating to '2' (75%) from '1' (95%). S&P also lowered the issue-level rating on the existing senior unsecured notes to 'CCC' from 'CCC+' and revised the recovery rating to '5' (15%) from '4' (30%). The 'CCC+' issuer credit rating and negative outlook on Trinseo PLC remain unchanged. S&P expects Trinseo PLC to use the proceeds from its new debt to pay down outstanding balances from its other notes. The company will use the proceeds from the new secured debt, issued through Trinseo NA, to redeem the outstanding principal of the $660 million term loan B due in 2024 and $385 million of the outstanding $500 million senior unsecured notes due in 2025. UNITED ENGINEERS: Hires Haselden Farrow PLLC as Counsel ------------------------------------------------------- United Engineers Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Haselden Farrow, PLLC as counsel. The firm will provide these services: a. assist, advise and represent Debtor relative to the administration of this Chapter 11 case; b. assist, advise and represent Debtor in analyzing its assets and liabilities, investigating the extent and validity of liens, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of creditors; d. assist Debtor in the preparation, analysis and negotiation of any Chapter 11 plan and disclosure statement accompanying any such plan; e. to take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, Harris County District Courts and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; g. handle litigation that arises regarding claims asserted against Debtor or its assets, and h. to perform all other necessary legal services in this case. The firm will be paid at these rates: Melissa A. Haselden $500 hour Elyse M. Farrow $400 hour Associates/Contract Attorneys $400 to $500 hour Legal Assistants/Paralegals/Law Clerks $115 to $150 hour The firm received from the Debtor a retainer in the amount of $125,000, plus $1,738 filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Melissa A. Haselden, Esq., a partner at Haselden Farrow, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melissa A. Haselden, Esq. HASELDEN FARROW PLLC 700 Milan, Site 1300 Houston, TX 77002 Tel: (832) 819-1149 About United Engineers Inc. United Engineers, Inc. provides architectural, engineering, and related services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33166) on August 19, 2023. In the petition signed by Kefelegne Tesfaye, vice president, the Debtor disclosed $2,356,290 in assets and $909,388 in liabilities. Judge Jeffrey P. Norman oversees the case. Melissa A. Haselden, Esq., at Haselden Farrow PLLC, represents the Debtor as legal counsel. UP RIGHT: Seeks to Hire De Leo Law Firm as Bankruptcy Counsel ------------------------------------------------------------- Up Right Transportation LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire The De Leo Law Firm LLC to serve as its legal counsel in its Chapter 11 bankruptcy proceedings. The firm's billing rate is $375 per hour for Robin De Leo, Esq., managing member of De Leo Law Firm, and $85 per hour for paralegals. De Leo Law Firm received a retainer in the amount of $16,400.50. As disclosed in the court filings, De Leo Law does not represent or hold any interest adverse to the Debtor and is a disinterested party, as defined by the Bankruptcy Code. The firm can be reached through: Robin R. De Leo, Esq. THE DE LEO LAW FIRM, LLC 800 Ramon St. Mandeville, LA 70448 Tel: (985) 727-1664 Fax: (985) 727-4388 Email: lisa@northshoreattorney.com About Up Right Transportation LLC Up Right Transportation LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 23-11429) on August 24, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Robin R. De Leo, Esq. at The De Leo Law Firm LLC represents the Debtor as counsel. US FOODS: S&P Assigns 'BB-' Rating on Senior Unsecured Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating (10%-30%; rounded estimate: 25%) to foodservice distributor US Foods Inc.'s proposed senior unsecured notes, which it will issue in two tranches due 2028 and 2032. The company will use the net proceeds from the proposed notes, along with balance sheet cash, to redeem its existing $1 billion senior secured notes due 2025. Following the transaction, US Foods' outstanding secured debt will decrease roughly 34% to $1.9 billion (the company's $2.3 billion asset-based lending {ABL} facility remains undrawn). S&P said, "As a result, we have revised our recovery rating on the company's term loans to '1' (90%-100%; rounded estimate: 95%) from '2' (70%-90%; rounded estimate 80%) and raised the issue-level rating to 'BBB-' from 'BB+'. The '5' recovery rating on the company's existing senior unsecured notes remains unchanged, however, the rounded estimate has increased to 25% from 10%. We will withdraw our rating on the secured notes after they are repaid." S&P said, "Our 'BB' issuer credit rating and stable outlook on US Foods are unchanged. Our ratings reflect the company's scale as the second-largest broadline foodservice distributor in the U.S., improving operating trends led by organic case volume growth with independent restaurant customers, and strengthening credit metrics achieved through EBITDA growth and debt repayment." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario contemplates a default in 2028 due to consumers' lower discretionary spending on food away from home amid weak economic conditions. These factors lead to significant EBITDA and cash flow deterioration, causing a payment default. -- S&P said, "We believe creditors would receive maximum recovery in a payment default scenario if the company reorganized instead of liquidated. This is because of the group's national scale and its extensive supplier and customer relationships. Therefore, in evaluating the recovery prospects for debtholders, we assume the company continues as a going concern and arrive at our emergence enterprise value by applying a 6.5x multiple to our assumed emergence EBITDA." -- S&P believes US Foods could issue additional secured debt as it approaches a hypothetical default, which would pressure the recovery prospects of its unsecured debtholders. Security and guarantee package S&P considers the $2.3 billion ABL facility as priority debt because it has first-priority security interest on inventory, receivables, and transportation equipment. The borrowers under the ABL are US Foods Inc. and several subsidiary borrowers. The term loans have a second lien on the assets securing the ABL facility, and a first lien on substantially all other non-real-estate assets, subject to certain exceptions. The ABL has a second lien on this other, non-real-estate collateral. The borrower under the term loans is US Foods Inc. The ABL and term loans are guaranteed by US Foods' direct and indirect wholly owned domestic subsidiaries. US Foods Inc. is the issuer of the unsecured notes, which are guaranteed by the wholly owned domestic subsidiaries that guarantee the term loans or ABL. Simulated default assumptions -- Simulated year of default: 2028 -- EBITDA at emergence: $568 million -- Implied enterprise value (EV) multiple: 6.5x -- Estimated gross EV at emergence: $3.7 billion Simplified waterfall -- Net recovery value for waterfall after 5% administrative expenses: $3.5 billion -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority ABL claims: $939 million -- Collateral value available for secured debt claims: $2.6 billion -- Estimated secured debt claims: $1.9 billion --Recovery range: 90%-100% (rounded estimate: 95%). -- Estimated senior unsecured debt claims: $2.5 billion --Recovery range: 10%-30% (rounded estimate: 25%) USI INC: Moody's Assigns B1 Rating to $600MM 7Yr. Secured Term Loan ------------------------------------------------------------------- Moody's Investors Service has assigned a B1 rating to a $600 million seven-year secured term loan being issued by USI, Inc. (USI, corporate family rating B2). Net proceeds from the offering, combined with an equity investment from funds and accounts managed by KKR, will be used to fund the repurchase of shares from Caisse de depot et placement du Québec and certain co-investors. The rating outlook for USI is unchanged at stable. RATINGS RATIONALE According to Moody's, USI's ratings reflect its strong presence in US middle market insurance brokerage and its good balance of property and casualty insurance and employee benefits business. The company often sells through teams of industry and product specialists to make its full range of products and services available to a given client. This approach, combined with a slowing pace of acquisitions, has helped USI improve its organic growth and EBITDA margin in recent years. Offsetting these strengths are USI's significant debt burden and its exposure to higher interest rates on the debt. The company also faces potential liabilities from errors and omissions in the delivery of professional services. The proposed borrowing is credit negative because the proceeds will be used to repurchase equity, and it will lift USI's pro forma debt-to-EBITDA slightly above 7x per Moody's calculations. However, Moody's expects the company will reduce its leverage below 7x over the next couple of quarters through EBITDA growth and slight debt reduction. The rating agency also expects that USI will maintain (EBITDA - capex) interest coverage around 2x, and a free-cash-flow-to-debt ratio in the low-to-mid-single digits. These pro forma metrics include the rating agency's adjustments for operating leases, contingent earnout obligations, run-rate EBITDA from acquisitions, and certain non-recurring items. USI generated strong total organic revenue growth of 9.4% through the first half of 2023, including net commissions and fees organic growth of 10.2% and 6.2% from the property and casualty insurance and employee benefits lines, respectively. Moody's expects organic growth rates for USI and other insurance brokers will decline in the year ahead based on slower US economic growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade of USI's rating include: (i) debt-to-EBITDA ratio below 6x, (ii) (EBITDA - capex) coverage of interest above 2.5x, and (iii) free-cash-flow-to-debt ratio above 6%. Factors that could lead to a downgrade of the rating include: (i) debt-to-EBITDA ratio above 7x, (ii) (EBITDA - capex) coverage of interest below 1.5x, or (iii) free-cash-flow-to-debt ratio below 3%. The principal methodology used in this rating was Insurance Brokers and Service Companies published in June 2018. Based in Valhalla, New York, USI offers a broad range of property and casualty insurance and employee benefits products and services to middle market businesses across the US. The company generated revenue of $2.6 billion in the 12 months through June 2023. USI INC: S&P Assigns 'B' Rating on Proposed $600MM Term Loan ------------------------------------------------------------ S&P Global Ratings assigned its 'B' debt rating to USI Inc.'s (B/Stable/--) proposed $600 million first-lien term loan due 2030. S&P also assigned a '3' recovery rating, indicating its expectation of meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of default. S&P said, "We currently rate USI's $677 million term loan B and $2.48 billion first-lien term loan B-2 'B', with recovery ratings of '3' (50%). Additionally, we currently rate USI's $615 million senior notes due 2025 'CCC+', with a recovery rating of '6' (0%)." USI is issuing the proposed $600 million in incremental debt in conjunction with an additional investment commitment of more than $1 billion of equity from long-term majority financial sponsor KKR. USI and KKR plan to purchase more than 50% of the shares of USI held by longstanding and minority owner, Caisse de depot et placement du Quebec (CDPQ) as well as shares held by other co-investors. Including this transaction, USI's S&P Global Ratings-adjusted leverage for the 12 months ended June 30, 2023, was 7.0x, up from 6.1x before the transaction, but well within rating bounds. S&P believes USI performed well in the 12 months ended June 30, 2023, achieving revenue growth of 12.2% (to $2.6 billion) with EBITDA margins, by its calculation, of 26.4%. USI saw total revenue organic growth of 9.4% over the course of the first two quarters of 2023, with 10.2% net commission and fees (NCF) organic growth in its property/casualty segment and 6.2% NCF organic growth in its employee benefits segment. Market share expansion and tailwinds from a hard rate environment are driving overall growth. S&P said, "For full-year 2023, we expect USI to deliver organic growth in the upper single digits, with minimal acquisitive activity further supplementing growth. We expect EBITDA margins for this year, by our calculation, to be in the 26%-28% range, down from 30.1% in 2022. The normalization of spending post-pandemic, as well as increased hiring, is a material contributor to this margin degradation. Additionally, over the next 12 months, we expect leverage to decline to 6.0x-7.0x, with EBITDA interest coverage sustained around 2.0x." UTZ QUALITY: Moody's Cuts CFR & Secured First Lien Term Loan to B2 ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Utz Quality Foods, LLC's including the company's Corporate Family Rating to B2 from B1, Probability of Default Rating to B2-PD from B1-PD, and existing senior secured first lien term loan rating to B2 from B1. The asset based revolving credit facility is not rated. The SGL-2 Speculative Grade Liquidity Rating remains unchanged. The rating downgrades reflect Utz's high leverage and persistent negative free cash flow (after dividends and distributions). Moody's projects debt/EBITDA leverage of 6.1x (on a Moody's adjusted basis) will decline only modestly to a mid 5x range over the next 12-18 months through earnings growth. Moody's expects free cash flow to remain limited due to large cash outlays related to business transformation and integration investments, the dividend and the impact of higher interest rates. The free cash flow profile limits the company's ability to reduce leverage through debt reduction, with deleveraging highly reliant on earnings growth. Utz's high leverage is partly attributed to margin pressure caused by inflation from mid-2021 to late 2022. However, as inflation began to moderate in late 2022, the company's profitability is improving in 2023. This improvement is being driven by pricing actions catching up to higher costs and ongoing productivity initiatives. Moody's projects sales growth of 3-4% in both fiscal 2023 and fiscal 2024, primarily driven by category growth. Additionally, Moody's projects EBITDA (on a Moody's adjusted basis) to grow at a mid-single digit rate in both fiscal 2023 and fiscal 2024. These earnings gains will be fueled by sales growth, improved product mix, and increased productivity. Utz is making significant investments aimed at enhancing the long-term margin profile of its business. One of these initiatives is the SKU rationalization program that began in early 2022. As part of this program, the company is reducing the number of private label and certain partner brands, with a focus on replacing that shelf space with its own branded products. This rationalization effort, along with recent capacity investments, allows the company to bring more production in-house from co-manufacturers, resulting in positive impacts on margins. Additionally, the company is engaged in various network optimization initiatives that aim to reduce its manufacturing footprint. In line with this, the company recently closed down its Birmingham, Alabama manufacturing facility in 2Q23, transferring the production of its products to other facilities. While these initiatives are expected to improve the long-term margin profile of the business, they will require substantial cash outlays over the next 12-18 months. Utz has generated consistently negative free cash flow over the last five years. Utz's earnings have generally trended higher but the company's add-backs of cash charges reflects some weakness in earnings quality, despite such charges being incurred to drive future efficiency and integrate acquisitions. The dividend is a drag on cash generation and is aggressive at a time when the company is focused on growth. Debt funded acquisitions also contributed to higher debt and leverage. Moody's took the following rating actions: Downgrades: Issuer: Utz Quality Foods, LLC Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD Senior Secured First Lien Term Loan, Downgraded to B2 from B1 Outlook Actions: Issuer: Utz Quality Foods, LLC Outlook, Remains Stable RATINGS RATIONALE Utz's B2 CFR reflects its relatively small share of the large and attractive salty snack market, its growing national US footprint, and modest but growing segment diversification. The snack foods category has good overall growth prospects as consumers continue to shift towards greater snacking throughout the day. Competition in the sector is fierce including market leaders that are much larger with greater business diversity and investment capacity. From a governance perspective, after becoming public company in August 2020 through a merger with a special purpose acquisition company, Utz has publicly stated a net debt-to-EBITDA target of 3.0-4.0x (based on the company's calculation; 5.1x as of July 2, 2023). Moody's believes this provides some discipline around capital allocation. However, the company has operated above that target level since its IPO due to debt financed acquisitions and a challenging operating environment. Utz's dividend at a time when it is focused on growth-oriented investments is aggressive, contributing to negative free cash flow. Utz's good liquidity reflects availability on its ABL revolving credit facility, $74 million in balance sheet cash as of July 2, 2023, and Moody's expectation for slightly positive free cash flow over the next year. ABL availability as of July 2, 2023 was $97 million (net of $61 million drawn, $14 million of outstanding letters of credit, and limitations based on the borrowing base). The ABL facility was upsized on July 20, 2023 from $175 million to $225 million, and the maturity was extended to the earlier of July 20, 2028, or 90 days prior to the maturity of the existing first lien term loan that is due in January 2028. For the second half of 2023, Moody's projects free cash flow (after dividends and distributions) to be $50-$60 million, resulting in a full year free cash flow of less than $10 million. The positive free cash flow generated in the second half of the fiscal year reflects the seasonality of the business. Moody's also expects Utz to reduce the outstanding ABL balance by the end of the fiscal 2023. In 2024, Moody's projects a modest improvement in free cash flow to $10-$20 million. This projection assumes that there will continue to be significant cash outlays related to business transformation and integration investments. Moody's expects free cash flow and cash on hand to provide adequate coverage of the $8 million required annual term loan amortization and $3.5 million of annual real estate term loan amortization. The company has interest rate hedges on a majority of its term loan exposure that partially mitigate the impact of rising interest rates. The ABL credit facility contains a springing fixed charge coverage covenant of 1.0x. This covenant will spring into effect when availability falls below the greater of 10% of the borrowing base or $16.5 million. Moody's does not expect the fixed charge covenant to spring into effect over the next year and that there would be plenty of cushion under the covenant if it were to take effect. Alternative sources of liquidity are limited given that substantially all of the company's assets are encumbered. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that debt/EBITDA will decline to a mid 5x range (on a Moody's adjusted basis) by the end of fiscal 2024, driven by EBITDA growth and modest debt repayment. The outlook also reflects Moody's expectation for the company's cash flow to be limited over the next 12-18 months due to large cash outlays related to business transformation and integration investments, with retained cash flow (RCF)/net debt projected to be in a mid-single digit range over this period. A rating upgrade could occur if Utz is able to improve operating performance including sustained positive organic revenue growth with higher margins, and consistent and comfortably positive free cash flow. Utz would also need to maintain good liquidity, sustain debt/EBITDA below 5.0x, and sustain RCF/Net Debt above 10%. A rating downgrade could occur if Utz's earnings decline due to volume or margin pressure, free cash flow remains weak, or the financial policy becomes more aggressive. A downgrade could also occur if debt/EBITDA exceeds 6.5x or liquidity deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. COMPANY PROFILE Utz Quality Foods, LLC, headquartered in Hanover, PA, is a branded salty snack producer and marketer. Key products include potato chips, tortilla chips, pretzels, cheese snacks, pork skins, popcorn, and pub/party mixes. The company's brand portfolio is well known in its core markets and includes Utz, On the Border, Zapp's, Golden Flake, Good Health, Boulder Canyon, TORTIYAH'S and others. Reported net revenue was $1.4 billion for the twelve months ended July 2, 2023. In August 2020, Utz merged with Collier Creek Holdings ("Collier Creek"), a special purpose acquisition company (SPAC) to form Utz Brands, Inc. ("Utz Brands"), a publicly traded company that is listed on the New York Stock Exchange. The Rice and Lissette families have approximately 43% of the company's economic ownership. VISTAGEN THERAPEUTICS: Enters Exclusive Negotiation Deal With Fuji ------------------------------------------------------------------ Vistagen and Fuji Pharma Co., Ltd., a pharmaceutical company specializing in development, manufacture and marketing in the fields of women's healthcare and acute medical care, announced they have entered into a time-limited (up to approximately eighteen months) agreement to negotiate exclusively with each other regarding a potential license to develop and commercialize Vistagen's PH80 in Japan, including for the acute treatment of moderate to severe vasomotor symptoms (hot flashes) due to menopause and potentially other indications. Vistagen's PH80 neuroactive nasal spray demonstrated statistically significant efficacy versus placebo in an exploratory double-blind, placebo-controlled Phase 2A study in women diagnosed with menopausal hot flashes. Fuji will make a non-refundable payment of $1.5 million to secure the time-limited exclusive negotiation rights for the Japanese market. "As we have seen across our neuroactive pherine nasal spray pipeline, PH80 offers exciting potential to transform a significant segment of a major healthcare market, including the current treatment landscape for women's healthcare," said Shawn Singh, CEO of Vistagen. "Menopausal hot flashes affect millions of women worldwide. We share Fuji Pharma's long-standing commitment to deliver innovative treatment options with potential to enable women to improve their physical, mental and social well-being. As we continue to advance our PH80 development program in the U.S., we look forward to continuing our ongoing discussions with Fuji regarding a potential development and commercialization collaboration in Japan." "Our core mission at Fuji Pharma centers on helping people lead healthy lives by offering excellent pharmaceutical solutions. We believe that PH80 will provide new treatment options to improve the quality of life and further strengthen our position as one of the best Japanese specialty pharmaceutical companies in women's health," said Takayuki Iwai, president and CEO of Fuji. "We will continue to engage in dialogue with Vistagen, anticipating that successful development of PH80 will contribute to women's health in Japan." About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics, Inc. -- http://www.vistagen.com-- is a late clinical-stage biopharmaceutical company aiming to transform the treatment landscape for individuals living with anxiety, depression and other CNS disorders. The Company is advancing therapeutics with the potential to be faster-acting, and with fewer side effects and safety concerns, than those that are currently available for treatment of anxiety, depression and multiple CNS disorders. Vistagen reported a net loss and comprehensive loss of $59.25 million for the fiscal year ended March 31, 2023, compared to a net loss and comprehensive loss of $47.76 million on $1.11 million of total revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $21.09 million in total assets, $9.01 million in total liabilities, and $12.08 million in total stockholders' equity. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 28, 2023, citing that the Company has suffered negative cash flows from operations and recurring losses from operations since inception, resulting in an accumulated deficit of $326.9 million as of March 31, 2023, that raise substantial doubt about its ability to continue as a going concern. VITAL PHARMACEUTICALS: After Assets Sold, Unsecureds to Get 1%+ --------------------------------------------------------------- Vital Pharmaceuticals, Inc., et al., filed a Joint Plan of Liquidation and a Disclosure Statement. The Debtors sold the purchased assets (i.e., substantially all of the Debtors' assets) in a transaction that closed on July 31, 2023, and the Debtors remain in possession of their remaining property without the oversight of a trustee. In February 2023, the Debtors won approval of bidding procedures for the sale of substantially all of the Debtors' assets. The Debtors only received one actionable bid for substantially all their assets from Blast Asset Acquisition EEC ("Blast"), an acquisition vehicle affiliated with Monster Beverage Corporation. Pursuant to the Asset Purchase Agreement, Blast agreed to acquire substantially at of the assets of the Debtors for (i) $362,000,000, (ii) the assumption of certain liabilities, and (iii) an additional $10,000,000 of conditional consideration to be paid by Blast following its receipt of title to and ownership of certain intellectual property presently titled in the name of Entourage IP Holdings, EEC, a non debtor. After conducting a hearing on July 12, 2023, the Bankruptcy Court approved the Asset Purchase Agreement by and between the Debtors and Blast. In approving the Asset Purchase Agreement, the Court resolved the pending objections as indicated in the Sale Order. The Court's resolution of the objections included the objection by Mr. Owoc, which they agreed to withdraw in exchange for certain provisions that were included in the Sale Order. On July 31, 2023, the Debtors and Blast closed on the purchase and sale. Presently, the Debtors estimate that the Estates will have between $9.0 and $11.6 million in cash to contribute to the Liquidating Trust on the Effective Date of the Plan. Under the Plan, Class 3 General Unsecured Claims are impaired. Creditors will recover 1% or greater depending on the results of claims reconciliation and monetization of Excluded Assets, including Retained Causes of Action. each holder of an Allowed General Unsecured Claim shall receive Liquidating Trust Interests entitling each such holder to receive its Pro Rata share of the Residual Cash, provided, however, that notwithstanding the foregoing, no distributions of Residual Cash or otherwise shall be made to holders of Settlement Parties' Allowed General Unsecured Claims (and such Claims shall not be considered for purposes of determining the Pro Rata share of Residual Cash to which holders of other Allowed General Unsecured Claims are entitled) unless and until: (x) in the case of the Allowed DIP Deficiency Claim, holders of Allowed General Unsecured Claims not constituting Settlement Parties' Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least (I) $5 million less (II) the positive difference, if any, between (A) the Debtors' good faith estimate of Residual Cash held by the Debtors as of the Effective Date and (B) $15.5 million minus the aggregate amount of Fee Claims for professional services rendered or costs incurred on or after the Closing Date through the Effective Date: and (y) in the case of all other Allowed Settlement Parties' Allowed General Unsecured Claims, Holders of Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least $5 million. Distributions to Holders of Allowed General Unsecured Claims shall be made at such times and in such intervals as determined by the Liquidating Trustee. "Residual Cash" means the Debtors' cash, including, without limitation, Cash proceeds of the Excluded Assets, less (i) amounts reserved for the administration of the Liquidating Trust from and after the Effective Date (including the fees and expenses of the Liquidating Trustee and its professionals) in accordance with the Wind-Down Budget, (ii) any Cash proceeds of the Sale Transaction required to be reserved and/or distributed to creditors pursuant to the Sale Order, and (iii) amounts required to make distributions on account of, or establish reserves for, Allowed Administrative Expense Claims, Allowed Fee Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims, and Allowed Other Priority Claims, in accordance with this Plan. "Settlement Parties' Allowed General Unsecured Claims" means, collectively: (i) the DIP Deficiency Claim; (ii) the California District Court Action Allowed Unsecured Claim; (iii) the Trade Dress Action Allowed Unsecured Claim; and (iv) the 50% of the OBI/Monster Matter Allowed Unsecured Claim held by MEC. For the avoidance of doubt, the 50% of the OBI/Monster Matter Allowed Unsecured Claim held by OBI is not a Settlement Parties' Allowed General Unsecured Claim. On the Effective Date, the Liquidating Trust shall be established, for the benefit of the Liquidating Trust Beneficiaries, pursuant to the Liquidating Trust Agreement, which will be filed with the Bankruptcy Court as part of the Plan Supplement. Upon establishment of the Liquidating Trust, all Liquidating Trust Assets shall be deemed transferred to the Liquidating Trust without any further action of the Debtors or any managers, employees, officers, directors, members, partners, shareholders, agents, advisors, or representatives of the Debtors. The powers, authority, responsibilities, and duties of the Liquidating Trust, and the Liquidating Trustee are set forth in and shall be governed by the Plan and the Liquidating Trust Agreement. The Liquidating Trust Agreement shall provide for the distribution of the Liquidation Trust Assets to the Liquidating Trust Beneficiaries. In the event of any conflict between the terms of Article VI of the Plan and the terms of a Liquidating Trust Agreement as such conflict relates to the establishment of a Liquidating Trust, the terms of Article VI of the Plan shall govern. The Liquidating Trust Agreement may provide powers, duties, and authorities in addition to those explicitly stated herein, but only to the extent that such powers, duties, and authorities do not affect the status of the Liquidating Trust as a "liquidating trust" for United States federal income tax purposes. The Debtors have engaged Stretto, Inc. as their agent to assist in the transmission of voting materials with respect to the Plan. If a Creditor holds a Claim or Interest classified in a voting Class of Claims under the Plan as of September 7, 2023. the ("Voting Record Date"), that holder's acceptance or rejection of the Plan will be solicited. Votes must be returned to Stretto, Inc., the Debtors' balloting agent, by October 17, 2023 at 5:00 p.m. (prevailing Eastern Time). Co-Counsel for the Debtors: George A. Davis, Esq. Tianjiao ("TJ") Li, Esq. Brian S. Rosen, Esq. Jonathan J. Weichselbaum, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 E-mail: george.davis@lw.com ti.li@lw.com brian.rosen@lw.com ion.weichselbaum@lw.com - and - Andrew D. Sorkin, Esq. 555 Eleventh Street, NW, Suite 1000 LATHAM & WATKINS LLP Washington, D.C. 20004 Telephone: (202) 637-2200 E-mail: andrew.sorkin@lw.com - and - Whit Morley, Esq. 330 North Wabash Avenue, Suite 2800 LATHAM & WATKINS LLP Chicago, IE 60611 Telephone: (312) 876-7700 E-mail: whit.morlev@lw.com - and - Jordi Guso, Esq. Michael J. Niles, Esq. 1450 Brickell Avenue, Suite 1900 BERGER SINGERMAN LLP Miami, FL 33131 Telephone: (305) 755-9500 E-mail: iguso@bergersingerman.com mniles@bergersingerman.com A copy of the Disclosure Statement dated September 1, 2023, is available at https://tinyurl.ph/wJCyq from Stretto, the claims agent. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. VITAL PHARMACEUTICALS: Seeks Conditional Approval of Disclosure --------------------------------------------------------------- Vital Pharmaceuticals, Inc., et al., submitted an expedited motion for entry of order conditionally approving disclosure statement for debtors' Joint Plan of Liquidation and granting related relief. On July 14, 2023, the Court entered an order, authorizing (i) the sale of substantially all of the Debtors' assets free and clear of all claims, liens, liabilities, rights, interests, and encumbrances (except for Assumed Liabilities and Permitted Encumbrances), and (ii) the assumption and assignment of certain of the Debtors' executory contracts and unexpired leases, all upon the terms set forth in the Asset Purchase Agreement dated June 28, 2023 (the "Asset Purchase Agreement") by and among each of the Debtors, as sellers, and Blast Asset Acquisition, LLC, as buyer (the "Buyer"). In addition, on July 14, 2023, the Court approved a global settlement agreement (the "Settlement Agreement") between (i) the Debtors, (ii) Monster Energy Company, (iii) Monster Beverage Corporation, (iv) Orange Bang, Inc., (v) the Committee, and (vi) the Supporting Lenders4. Pursuant to the Settlement Agreement, each of the Supporting Lenders, Monster Energy Company and Monster Beverage Company agreed to treat claims they would otherwise assert are entitled to administrative (or, in the case of the Supporting Lenders, super-priority administrative) status as general unsecured claims, in exchange for the allowance of those claims and other existing unsecured claims. Further, Monster and the Supporting Lenders agreed to subordinate their right to receive distributions upon the terms set forth in the Settlement Agreement. The Plan provides for the continued wind down and liquidation of the Debtors, with the Excluded Assets (as defined in the Asset Purchase Agreement) being contributed to a Liquidating Trust for the benefit of the holders of Allowed Claims and upon the terms set forth in the Plan. The Debtors seek expedited consideration of this Motion so that they can promptly solicit votes on the Plan, and, if confirmed, implement the Plan. The following table provides proposed dates related to the relief requested in this Motion: * The Voting Record Date will be on September 7, 2023. * The Deadline for Debtor to Issue Notice of Non-Voting Status and Opt-Out Form and Confirmation Hearing Notice will be on September 13, 2023. * The Deadline for Voting and Claims Agent to Distribute Solicitation Package will be on September 13, 2023. * The Deadline for Debtor to File Plan Supplement will be on October 17, 2023. * The Deadline to File Bankruptcy Rule 3018(a) Motion will be on October 10, 2023. * The Disclosure Statement Objection Deadline will be on October 17, 2023 at 5:00 p.m. (Prevailing Eastern Time). * The Plan Objection Deadline will be on October 17, 2023 at 5:00 p.m. (Prevailing Eastern Time). * The Voting Deadline (Whether Ballot is submitted in hard copy or electronic form) will be on October 17, 2023 at 5:00 p.m. (Prevailing Eastern Time). * The Deadline to File Local Form Confirmation Affidavit and Local Form Certificate of Plan Proponent on Acceptance of Plan, Report on Amount to be Deposited, Certificate of Amount Deposited and Payment of Fees will be on October 27, 2023. * The Plan confirmation hearing will be on October 31, 2023 at 1:30 p.m. (Prevailing Eastern Time). The Disclosure Statement contains the pertinent information necessary for holders of Claims and Interests to make informed decisions regarding whether to vote to accept or reject the Plan. Co-Counsel for the Debtors: George A. Davis, Esq. Liza L. Burton, Esq. Jonathan J. Weichselbaum, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 E-mail: george.davis@lw.com Liza.burton@lw.com jon.weichselbaum@lw.com - and - Andrew D. Sorkin, Esq. LATHAM & WATKINS LLP 555 Eleventh Street, NW, Suite 1000 Washington, D.C. 20004 Telephone: (202) 637-2200 E-mail: andrew.sorkin@lw.com - and - Joseph Celentino, Esq. LATHAM & WATKINS LLP 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 E-mail: joe.celentino@lw.com – and – Jordi Guso, Esq. Michael J. Niles, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Telephone: (305) 755-9500 E-mail: jguso@bergersingerman.com mniles@bergersingerman.com About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. VIVOS REAL ESTATE: Unsecureds to Get $95K ----------------------------------------- Vivos Real Estate Holdings, LLC, submitted a Plan of Liquidation and a Disclosure Statement. The Plan provides for remaining funds held by the Debtor's estate in the amount $200,756 be distributed to creditors in accordance with the priorities established under the Bankruptcy Code. Under the Plan, Class 1 Unsecured Claims will be paid pro rata from available funds after the payment of Administrative Expense Claims, including after the payment of any outstanding U.S. Trustee's Fees and any Priority Tax Claims. It is estimated that there will be approximately $95,000 available for distribution to Unsecured Claims. Class 1 is impaired. The Plan is strictly a liquidating Plan and is therefore feasible. Attorneys for Vivos Real Estate Holdings, LLC: Craig M. Palik, Esq. MCNAMEE, HOSEA, P.A. 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 Telephone: (301) 441-2420 Facsimile: (301) 982-9450 E-mail: cpalik@mhlawyers.com A copy of the Disclosure Statement dated September 1, 2023, is available at https://tinyurl.ph/igDcf from PacerMonitor.com. About Vivos Real Estate Holdings Vivos Real Estate Holdings, LLC, a company in Rockville, Md., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14207) on Aug. 2, 2022, listing as much as $50,000 in assets and $1 million to $10 million in liabilities. Naveen Doki, manager and president, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. John D. Burns, Esq., at The Burns LawFirm, LLC is the Debtor's counsel. VOYAGER AVIATION: Hires Greenhill & Co as Investment Banker ----------------------------------------------------------- Voyager Aviation Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Greenhill & Co., LLC as their financial advisor and investment banker. The firm's services include: a. reviewing and analyzing the business, assets and operations of the Debtors and the historical financial performance of the Debtors, including its liquidity; b. analyzing the Debtors' financial results and key operating performance indicators; c. reviewing and analyzing the business plan and financial projections prepared by the Debtors; d. evaluating the Debtors' potential debt capacity in light of its projected cash flows; e. assisting in the determination of an appropriate capital structure for the Debtors and its affiliates; f. assisting in the determination of a range of values for the Debtors as a going concern; g. assisting the Debtors in preparing marketing materials (based entirely on information supplied by the Debtors) for distribution to potential counterparties in a Transaction; h. advising the Debtors and Milbank as to the timing, structure and pricing of any potential Transaction; i. if required, assisting the Debtors in raising, structuring and effecting new debt, equity or other securities, including, but not limited to, bridge financing; j. providing advice and coordinating with management and Milbank to develop a strategy for the Transaction and other transactions, as applicable and mutually agreed by the Debtors and Greenhill; k. assisting or participating in negotiations with the parties in interest, including, without limitation, any current or prospective creditors and/or their respective representatives in connection with a Transaction; l. advising the Debtors and Milbank with respect to, and attending, meetings of the Debtors' senior management, board of managers, audit committees (as necessary), creditors and other interested parties, as necessary, with respect to matters on which Greenhill has been engaged to advise; m. advising the Debtors with respect to any Restructuring Transaction; n. if requested by the Debtors, participating in hearings before the United States Bankruptcy Court in the Chapter 11 Cases and providing relevant testimony with respect to the matters described herein and issues arising in connection with any proposed plan of reorganization in Greenhill's area of expertise concerning a Transaction; and o. providing such other general advisory services and investment banking services as are customary for similar transactions and as may be mutually agreed upon by the Debtors, Milbank, and Greenhill. The firm will be compensated as follows: a. Monthly Advisory Fee. A non-refundable financial advisory fee of $175,000 per month, which shall be due and paid promptly by the Company on a monthly basis in advance. b. Restructuring Transaction Fee. If, at any time during the Fee Period, the Company consummates a Restructuring Transaction, Greenhill shall be entitled to receive a fee equal to $9,000,000 payable upon the earlier of (a) the consummation of a Restructuring Transaction and (b) the confirmation, sanction, or approval, as applicable, and effectiveness of a Plan, however, notwithstanding the date upon which a Restructuring Transaction Fee becomes payable, such Restructuring Transaction Fee will be earned upon the earlier of (x) the consummation of a Restructuring Transaction and (y) the confirmation, sanction or approval of a Plan. c. Financing Fee. Greenhill will be entitled to receive a new capital or financing fee equal to: i. 1.0 percent of the face amount of any secured debt raised, including, without limitation, any debtor in possession financing; ii. 2.25 percent of the face amount of any junior secured debt, unsecured or subordinated debt or hybrid capital raised; and iii. 3.25 percent of any equity capital or capital convertible into equity raised, including, without limitation, equity underlying any warrants, purchase rights or similar contingent equity securities. d. AFIC Insurance Claims Transaction Fee. If at any time during the Fee Period, an AFIC Insurance Claims Transaction is consummated, Greenhill shall be entitled to receive a fee equal to $1,000,000. For the avoidance of doubt, for purposes of determining the amounts payable hereunder with respect to an AFIC Insurance Claims Transaction, the maximum fee payable hereunder is $1,000,000 and will only be earned upon closing an AFIC Insurance Claims Transaction that applies to both MSNs 63695 and 63781. In the event that an AFIC Insurance Claims Transaction occurs for one MSN but not the other, the AFIC Insurance Claims Transaction Fee shall equal $500,000. e. M&A Fee. If at any time during the Fee Period, either (a) an M&A Transaction is consummated or (b) an agreement in principle or definitive agreement to effect an M&A Transaction is entered into, and an M&A Transaction is eventually consummated at any time thereafter (including following the expiration of the Fee Period), in either case, Greenhill shall be entitled to receive an M&A fee equal to: i. an amount determined in accordance with Schedule B to the Engagement Letter in connection with an M&A Transaction independent of a Restructuring Transaction where the Debtors require Greenhill to assist in consummating the sale or disposition of one or more of its assets; and/or ii. if the Debtors consummates an M&A Transaction wherein a change of control is effected for the entire Company or substantially all of the Debtors' assets, the greater of (x) the M&A Fee equal to an amount determined in accordance with Schedule B to the Engagement Letter, and (y) $9,000,000. As disclosed in court filings, Greenhill is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Greenhill & Co can be reached at: Vinod Chandiramani Greenhill & Co., LLC 300 Park Avenue New York, NY 10022 Tel: (212) 389-1573 Fax: (212) 389-1539 Email: vinod.chandiramani@greenhill.com About Voyager Aviation Holdings Voyager Aviation Holdings, LLC, is a privately held aviation investment firm and commercial aircraft leasing company. The Company's main leasing operations are led out of Dublin, Ireland, and the Company has corporate offices in Stamford, CT. It currently has a small team of 13 full-time employees split between Europe and the U.S. As of the Petition Date, the Company owned 18 aircraft, most of which are widebody aircraft and 16 of which are currently on lease to 7 airline customers. Voyager Aviation Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11177) on July 27, 2023. In the petition signed by Michael Sean Ewing, chief financial officer, Voyager disclosed up to $10 billion in both assets and liabilities. Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing 2 Limited, Panamera Aviation Leasing XII Designated Activity Company, and Panamera Aviation Leasing XIII Designated Activity Company are designated as the "Participation Debtors" in court filings. Judge John P. Mastando III oversees the cases. The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as financial advisor, Greenhill & Co., LLC as investment banker and financial advisor, Kurtzman Carson Consultants LLC as claims and noticing agent, KPMG LLP as tax restructuring advisor, and Vedder Price LLP as special merger and acquisition and aircraft level financing counsel. VOYAGER AVIATION: Hires Kurtzman Carson as Administrative Advisor ----------------------------------------------------------------- Voyager Aviation Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Kurtzman Carson Consultants LLC as their administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services described in the Service Agreement, but not authorized by the Section 156(c) Order, as may be requested from time to time by the Debtors, this Court, or the Clerk of this Court. The firm received from the Debtor a retainer in the amount of $30,000. Evan Gershbein, executive vice president of Kurtzman, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Evan Gershbein KURTZMAN CARSON CONSULTANTS LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 Email: egershbein@kccllc.com About Voyager Aviation Holdings Voyager Aviation Holdings, LLC, is a privately held aviation investment firm and commercial aircraft leasing company. The Company's main leasing operations are led out of Dublin, Ireland, and the Company has corporate offices in Stamford, CT. It currently has a small team of 13 full-time employees split between Europe and the U.S. As of the Petition Date, the Company owned 18 aircraft, most of which are widebody aircraft and 16 of which are currently on lease to 7 airline customers. Voyager Aviation Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11177) on July 27, 2023. In the petition signed by Michael Sean Ewing, chief financial officer, Voyager disclosed up to $10 billion in both assets and liabilities. Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing 2 Limited, Panamera Aviation Leasing XII Designated Activity Company, and Panamera Aviation Leasing XIII Designated Activity Company are designated as the "Participation Debtors" in court filings. Judge John P. Mastando III oversees the cases. The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as financial advisor, Greenhill & Co., LLC as investment banker and financial advisor, Kurtzman Carson Consultants LLC as claims and noticing agent, KPMG LLP as tax restructuring advisor, and Vedder Price LLP as special merger and acquisition and aircraft level financing counsel. VOYAGER AVIATION: Hires Vedder Price as Special Matters Counsel --------------------------------------------------------------- Voyager Aviation Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Vedder Price P.C. as counsel to MSNs 63695 and 63781 Debtors and special merger and acquisition and aviation financing counsel to the Debtors. The firm will render these services: (a) advising the MSNs 63695 and 63781 Debtors with respect to their rights, powers, and duties as debtors in possession in the operation of their business and the management of their properties; (b) advising the MSNs 63695 and 63781 Debtors in connection with a restructuring of the MSNs 63695 and 63781 Debtors' financial obligations, including negotiations with the MSNs 63695 and 63781 Debtors' creditors and other stakeholders, and other legal services related to a restructuring of the MSNs 63695 and 63781 Debtors' financial obligations; (c) advising and consulting on the conduct of these cases, including the legal and administrative requirements of operating in chapter 11; (d) advising the MSNs 63695 and 63781 Debtors and taking all necessary or appropriate actions at the MSNs 63695 and 63781 Debtors' direction with respect to protecting and preserving the MSNs 63695 and 63781 Debtors' estates, including defense of any actions commenced against the MSNs 63695 and 63781 Debtors, resolution of disputes in which the MSNs 63695 and 63781 Debtors are involved, objecting to claims asserted against the MSNs 63695 and 63781 Debtors, attending meetings and negotiating with parties in interest, including governmental authorities, as necessary; (e) providing advice, representation and preparation of necessary documentation and pleadings and taking all necessary or appropriate actions in connection with statutory bankruptcy issues, strategic transactions, asset sale transactions, intellectual property, business and commercial litigation, regulatory, corporate and tax matters, and prosecution and settlement of claims both against and by the MSNs 63695 and 63781 Debtors; (f) advising the MSNs 63695 and 63781 Debtors in connection with a possible sale of all or substantially all or a subset of the MSNs 63695 and 63781 Debtors' assets in chapter 11 and similar or related transactions, including as provided for under the Participation Agreement and as described in the Participation Agreement Motion and as provided for under the Plan; (g) drafting all necessary or appropriate pleadings necessary or otherwise beneficial to the administration of the MSNs 63695 and 63781 Debtors' estates; (h) representing the MSNs 63695 and 63781 Debtors in connection with obtaining any necessary authority to continue using cash collateral and postpetition financing; (i) advising the MSNs 63695 and 63781 Debtors concerning assumptions, assignments, and rejections of executory contracts and unexpired leases, including, without limitation, the Participation Agreement and as provided under the Participation Agreement Motion; (j) appearing before the Court and any appellate courts to represent the interests of the MSNs 63695 and 63781 Debtors' estates; (k) advising the MSNs 63695 and 63781 Debtors regarding tax matters; (l) taking all necessary or appropriate actions as may be required in connection with the administration of the MSNs 63695 and 63781 Debtors' estates, including with respect to the Plan and related disclosure statement; and (m) performing all other legal services in connection with these cases as may be requested by the MSNs 63695 and 63781 Debtors, including, without limitation, any general corporate legal services. For special counsel matter, the firm's services include: (a) advising, negotiating, and drafting replacement (and/or amended and novated) leases for aircraft and engines and other equipment agreements with various counterparties and lessees; (b) advising with respect to merger and acquisition and aircraft financing work for the various Debtors; (c) advising the Debtors in connection with the implementation of revised ownership structures or transfers of ownership of certain aircraft and related aviation equipment that will be subject to replacement (and/or amended and novated) leases with one or more of the Debtors as a counterparty; (d) advising the Debtors in connection with Federal Aviation Administration and Convention on International Interests in Mobile Equipment (Cape Town Convention) matters relating to the foregoing; (e) advising the Debtors in connection with tax matters specific to the foregoing; (f) assisting the Debtors in connection with aviation insurance matters relating to the foregoing; (g) providing such further aviation related legal assistance in connection with the Debtors' aircraft and engine fleet as requested by the Debtors from time to time, including in connection with the transactions provided for under that certain Agreement for the Sale and Purchase of Certain Assets of Voyager, dated July 17, 2023, among, inter alia, VAH and VAMI, as sellers, and Azorra Explorer Holdings Limited, as purchaser; and (h) advising and representing the Debtors, to the extent necessary or appropriate, in connection with seeking the approval of the foregoing fleet, financing, and related matters by the Committee, interested creditors and other parties in interest, and the Bankruptcy Court. The firm will be paid at these hourly rates: Shareholders $745 to $1,400 Counsel $835 to $930 Associates $530 to $830 Legal Assistants $260 to $480 The firm received a retainer in the amount of $225,000. Michael Edelman, a shareholder of Vedder Price PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Consistent with the U.S. Trustee Guidelines, Mr. Edelman provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this agreement? Response: Vedder Price did not agree to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Vedder Price's professionals included in this engagement has varied their rate based on the geographic location of these cases. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Vedder Price represented the Debtors in the twelve (12) months prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed postpetition, other than due to annual and customary firm-wide adjustments to Vedder Price's hourly rates in the ordinary course of Vedder Price's business. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors and Vedder Price intend to develop a prospective budget and staffing plan in a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Vedder Price can be reached at: Michael J. Edelman, Esq. William W. Thorsness, Esq. VEDDER PRICE P.C. 1633 Broadway, 31st Floor New York, NY 10019 Telephone: (212) 407-7700 Facsimile: (212) 407-7799 Email: mjedelman@vedderprice.com wthorsness@vedderprice.com About Voyager Aviation Holdings Voyager Aviation Holdings, LLC, is a privately held aviation investment firm and commercial aircraft leasing company. The Company's main leasing operations are led out of Dublin, Ireland, and the Company has corporate offices in Stamford, CT. It currently has a small team of 13 full-time employees split between Europe and the U.S. As of the Petition Date, the Company owned 18 aircraft, most of which are widebody aircraft and 16 of which are currently on lease to 7 airline customers. Voyager Aviation Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11177) on July 27, 2023. In the petition signed by Michael Sean Ewing, chief financial officer, Voyager disclosed up to $10 billion in both assets and liabilities. Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing 2 Limited, Panamera Aviation Leasing XII Designated Activity Company, and Panamera Aviation Leasing XIII Designated Activity Company are designated as the "Participation Debtors" in court filings. Judge John P. Mastando III oversees the cases. The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as financial advisor, Greenhill & Co., LLC as investment banker and financial advisor, Kurtzman Carson Consultants LLC as claims and noticing agent, KPMG LLP as tax restructuring advisor, and Vedder Price LLP as special merger and acquisition and aircraft level financing counsel. VOYAGER AVIATION: Seeks to Hire Milbank LLP as Legal Counsel ------------------------------------------------------------ Voyager Aviation Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Milbank LLP as counsel to the non-participation debtors. The firm's services include: (a) advising the Non-Participation Debtors with respect to their rights, powers, and duties as debtors in possession in the operation of their business and the management of their properties; (b) advising and consulting on the legal and administrative requirements of operating in chapter 11; (c) advising the Non-Participation Debtors and taking all necessary or appropriate actions at the Non-Participation Debtors' direction with respect to protecting and preserving the Non-Participation Debtors' estates, including defense of any actions commenced against the Non-Participation Debtors, resolution of disputes in which the Non-Participation Debtors are involved, objecting to claims asserted against the Non-Participation Debtors, attending meetings and negotiating with parties in interest, including governmental authorities, as necessary; (d) drafting all necessary or appropriate pleadings necessary or otherwise beneficial to the administration of the Non-Participation Debtors' estates; (e) representing the Non-Participation Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing (if any); (f) providing advice, representation, and preparation of necessary documentation and pleadings and taking all necessary or appropriate actions in connection with statutory bankruptcy issues, strategic transactions, asset sale transactions, employee benefits, business and commercial litigation, regulatory, corporate, and tax matters, and prosecution and settlement of claims both against and by the NonParticipation Debtors; (g) advising the Non-Participation Debtors in connection with the Azorra Transaction and any sale of all or substantially all or a subset of the Non-Participation Debtors' assets in chapter 11 and similar or related transactions; (h) advising the Non-Participation Debtors concerning assumptions, assignments, and rejections of executory contracts and unexpired leases; (i) advising the Non-Participation Debtors with respect to general corporate and litigation matters; (j) advising the Non-Participation Debtors in connection with a resolution of the Non-Participation Debtors' financial obligations, including negotiations with the Non-Participation Debtors' creditors and other stakeholders, and other legal services related to the Non-Participation Debtors' financial obligations; (k) appearing before the Court and any appellate courts to represent the interests of the Non-Participation Debtors' estates; (l) taking all necessary or appropriate actions as may be required in connection with the administration of the Non-Participation Debtors' estates, including with respect to a chapter 11 plan and related disclosure statement; and (m) performing all other legal services in connection with these cases as may be requested by the Non-Participation Debtors, including, without limitation, any general corporate legal services. The firm will be paid at these rates: Partners $1,495 to $2,045 Counsel $1,425 to $1,625 Senior Attorney $1,425 Associates $575 to $1,300 Legal Assistants $300 to $450 Milbank received payments from the Non-Participation Debtors and certain of their non-Debtor affiliates totaling $18,361,628.52, of which approximately $7,475,000 was for restructuring related matters, and currently maintains a retainer balance of $1,248,123. Consistent with the U.S. Trustee Guidelines, Milbanl provides the following information in further support of the Application: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Milbank did not agree to a variation of its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Milbank's professionals included in this engagement has varied their rate based on the geographic location of these cases. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Milbank represented the Non-Participation Debtors in the twelve months prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed post-petition, other than due to annual and customary firm-wide adjustments to Milbank's hourly rates in the ordinary course of Milbank's business. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Non-Participation Debtors and Milbank intend to develop a prospective budget and staffing plan in a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Lauren Doyle, a partner at Milbank, disclosed in court filings that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 Email: ldoyle@milbank.com About Voyager Aviation Holdings Voyager Aviation Holdings, LLC, is a privately held aviation investment firm and commercial aircraft leasing company. The Company's main leasing operations are led out of Dublin, Ireland, and the Company has corporate offices in Stamford, CT. It currently has a small team of 13 full-time employees split between Europe and the U.S. As of the Petition Date, the Company owned 18 aircraft, most of which are widebody aircraft and 16 of which are currently on lease to 7 airline customers. Voyager Aviation Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11177) on July 27, 2023. In the petition signed by Michael Sean Ewing, chief financial officer, Voyager disclosed up to $10 billion in both assets and liabilities. Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing 2 Limited, Panamera Aviation Leasing XII Designated Activity Company, and Panamera Aviation Leasing XIII Designated Activity Company are designated as the "Participation Debtors" in court filings. Judge John P. Mastando III oversees the cases. The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as financial advisor, Greenhill & Co., LLC as investment banker and financial advisor, Kurtzman Carson Consultants LLC as claims and noticing agent, KPMG LLP as tax restructuring advisor, and Vedder Price LLP as special merger and acquisition and aircraft level financing counsel. VOYAGER AVIATION: Taps FTI Consulting to Provide CRO, Staff ----------------------------------------------------------- Voyager Aviation Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire FTI Consulting, Inc. to provide a chief restructuring officer and certain supporting personnel. The firm's services include: (a) working with the Debtors' board to manage the Debtors' restructuring efforts on a daily basis; (b) assisting the Debtors in preparing for and operating as debtors in possession; (c) if needed, providing testimony supporting the Debtors' petitions, as well as first day motions and applications; (d) if needed, providing testimony supporting the Debtors' plan of reorganization; (e) assisting the Debtors in their efforts to transition aircraft to Azorra Explorer Holdings Limited, as the purchaser under the Agreement for the Sale and Purchase of Certain Assets of Voyager during the novation period; (f) if needed, providing testimony supporting the Sale; (g) assisting in the wind-down of the Debtors post-closing of the Sale in the US and Ireland as necessary; (h) assisting in the completion of KPMG's U.S. and Ireland audit and tax work; (i) assisting in managing the transition support services; (j) assisting the Debtors in preparation of the cash management reporting, statements of financial affairs and schedules of assets and liabilities, and monthly operating reports; (k) assisting the Debtors with and participate in the initial debtor interview and the meeting of creditors under section 341 of the Bankruptcy Code; (l) assisting the Debtors with their analysis of wind-down costs and procedures; (m) assisting the Debtors in preparation of the liquidation analysis to be attached to the disclosure statement and, if needed, providing testimony supporting such disclosure statement; (n) providing strategic communications advice and material development for internal and external communications in coordination with management; (o) testifying or providing evidence at or in connection with any judicial or administrative proceeding; and (p) providing such other services as mutually agreed upon by FTI and the Debtors. The hourly rates charged by the firm for its services are as follows: Senior Managing Directors and Senior Advisors $1,045 - 1,495 Directors/Senior Directors/Managing Directors $785 - 1,055 Consultants/Senior Consultants $435 - 750 Administrative/Paraprofessionals $175 - 325 In addition, the firm will seek reimbursement for expenses incurred. FTI received an unapplied advance payment from the Debtors in the amount of $200,000. Robert A. Del Genio, a senior managing director at FTI Consulting, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert A. Del Genio, Esq. FTI Consulting, Inc. 1166 Avenue of the Americas, 15th Floor New York, NY 10036 Tel: (212) 813-1640 Email: robert.delgenio@fticonsulting.com About Voyager Aviation Holdings Voyager Aviation Holdings, LLC, is a privately held aviation investment firm and commercial aircraft leasing company. The Company's main leasing operations are led out of Dublin, Ireland, and the Company has corporate offices in Stamford, CT. It currently has a small team of 13 full-time employees split between Europe and the U.S. As of the Petition Date, the Company owned 18 aircraft, most of which are widebody aircraft and 16 of which are currently on lease to 7 airline customers. Voyager Aviation Holdings and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-11177) on July 27, 2023. In the petition signed by Michael Sean Ewing, chief financial officer, Voyager disclosed up to $10 billion in both assets and liabilities. Debtors Aetios Aviation Leasing 1 Limited, Aetios Aviation Leasing 2 Limited, Panamera Aviation Leasing XII Designated Activity Company, and Panamera Aviation Leasing XIII Designated Activity Company are designated as the "Participation Debtors" in court filings. Judge John P. Mastando III oversees the cases. The Debtors tapped Milbank LLP as counsel, FTI Consulting Inc. as financial advisor, Greenhill & Co., LLC as investment banker and financial advisor, Kurtzman Carson Consultants LLC as claims and noticing agent, KPMG LLP as tax restructuring advisor, and Vedder Price LLP as special merger and acquisition and aircraft level financing counsel. WE ROCK LTD: Plan Sees Sale of NJ Property ------------------------------------------ We Rock, Ltd., submitted a Combined Plan of Reorganization and Disclosure Statement. The Plan is to sell the property located at 23 Cormorant Drive, Middletown, New Jersey (the "Property"). The sole creditor, Millenium Trust Company, LLC, as Custodian FBO Prime Meridian NPL, LLC, who is the holder of the first and only mortgage of the Property, will be paid in full from the sale at closing. Debtor has been making tax and insurance payments on the Property, which are current. The purpose of the Plan is to liquidate the debtor's sole asset, which consists of the Property. Under the Plan, Class 1 Secured Claim of Millennium Trust Company, LLC, as Custodian FBO Prime Meridian NPL, LLC total $ 399,641.67 and will be paid in full at closing. Class 1 is unimpaired. There are no general unsecured claims. The Debtor believes that the Debtor will have enough cash on hand at closing to pay all the claims and expenses that are entitled to be paid on that date. Attorneys for the Debtor: Mercedes Diego, Esq. COHN LIFLAND PEARLMAN HERRMANN & KNOPF LLP Park 80 West - Plaza One 250 Pehle Avenue, Suite 401 Saddle Brook, NJ 07663 Tel: (201) 845-9600 E-mail: jwh@njlawfirm.com A copy of the Combined Plan of Reorganization and Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/KuztQ from PacerMonitor.com. About We Rock Ltd. We Rock, Ltd., is the owner of a single family residence located at 23 Cormorant Drive, Middletown, New Jersey 07748. We Rock filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 23-12860) on April 5, 2023. Mercedes Diego, Esq., of COHN LIFLAND PEARLMAN HERRMANN & KNOPF LLP, is the Debtor's legal counsel. WESTERN GLOBAL: Unsecureds Get Share of $2M of Unsecured Pool ------------------------------------------------------------- Western Global Airlines, Inc., et al., submitted a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. The Debtors commenced Chapter 11 cases to implement a comprehensive financial restructuring that, among other things, delevers the Company's balance sheet and maximizes value for all of the Debtors' creditors. As a result of extensive negotiations, on August 7, 2023, the Debtors executed a restructuring support agreement (the "Restructuring Support Agreement"), with, among others, (i) DKB Partners LLC, in its capacity as administrative agent and lender under the Debtors' Credit Agreement, holding 100% of the Debtors' secured loans issued in accordance with the Credit Agreement, (ii) holders representing more than 85% of the aggregate principal amount of outstanding Unsecured Notes, and (iii) the Debtors' DIP Lenders under the DIP Term Sheet (the entities in the foregoing clauses (i), (ii) and (iii), collectively, the "Consenting Creditors"). Under the terms of the Restructuring Support Agreement, the Consenting Creditors agreed, subject to the terms and conditions of the Restructuring Support Agreement, to vote in favor of and support confirmation of a chapter 11 plan embodying the Restructuring Transactions set forth in the Restructuring Support Agreement. The Restructuring is supported by nearly 90% of the Debtors' funded debt holders and is expected to reduce the Debtors' funded indebtedness by more than $480 million, enhance the Debtors' long-term growth prospects, and better position the Debtors to continue providing air cargo transportation services to their customers worldwide. The Plan contemplates the consummation of "Restructuring Transactions" which generally provide for the following treatment for holders of Claims and Interests: * Each holder of an Allowed DIP Claim will, on the Effective Date, in full satisfaction, settlement, release, and discharge of such Allowed DIP Claim, (i) have its Allowed DIP Claim exchanged, on a dollar-for-dollar basis, for new first lien secured convertible notes, which shall be convertible into approximately 58% of New Common Stock on the terms and subject to the conditions set forth in the New Convertible Notes Indenture (the "New Convertible Notes"), and also receive cash on account of fees or other charges payable through the Effective Date, or (ii) receive such other treatment agreed upon among the Debtors and the holders of Allowed DIP Claims. * The holder of the Allowed Credit Facility Claims will receive, in full and final satisfaction of such Allowed Credit Facility Claims, 80.4% of the shares of New Common Stock that are issued and outstanding on the Effective Date, which will be subject to dilution by the New Common Stock (i) issuable upon exercise of the New Warrants, (ii) issuable upon conversion of the New Convertible Notes, and (iii) otherwise issued by Reorganized Western Global from time to time after the Effective Date in accordance with the Amended Organizational Documents. * Each holder of an Allowed Unsecured Notes Claim will receive on the Effective Date, in full and final satisfaction, settlement, discharge, and release of such Allowed Unsecured Notes Claims, (i) if a DIP Buyout has not been consummated prior to the Effective Date, its Pro Rata share of the New Warrants, or (ii) if a DIP Buyout has been consummated prior to the Effective Date, its Pro Rata share of the Unsecured Notes Cash Pool. * If the Class of holders of General Unsecured Claims vote to accept the Plan, each holder of an Allowed General Unsecured Claim will receive, in full satisfaction, settlement, discharge and release of, and in exchange for, such Allowed General Unsecured Claim, its Pro Rata share of the $2,000,000 General Unsecured Cash Pool. If the Class of holders of General Unsecured Claims vote to reject the Plan, each General Unsecured Claim will be discharged without further notice to, approval of or action by any Person or Entity, and each holder of a General Unsecured Claim shall not receive any distribution or retain any property on account of its General Unsecured Claim. * DKB Partners or an affiliate thereof will invest $11,000,000 in Reorganized Western Global in consideration for 19.6% of the New Common Stock that is issued and outstanding on the Effective Date, subject to dilution by, among other things, any New Common Stock (i) issuable upon exercise of the New Warrants, (ii) issuable upon conversion of the New Convertible Notes, and (iii) otherwise issued by Reorganized Western Global after the Effective Date (the "New Equity Investment"). Under the Plan, 4 Unsecured Notes Claims are impaired. Each holder of an Allowed Unsecured Notes Claim shall receive: (i) if a DIP Buyout has not been consummated prior to the Effective Date, its pro rata share of the New Warrants, or (ii) if a DIP Buyout has been consummated prior to the Effective Date, its Pro Rata share of the Unsecured Notes Cash Pool. In addition, for the benefit of the holders of Unsecured Notes and in lieu of any other exercise by the Unsecured Notes Indenture Trustee of its charging lien rights, the Debtors shall also pay the Unsecured Notes Indenture Trustee Fee and Expense Amount to the Unsecured Notes Indenture Trustee on the Effective Date. All distributions under Class 4 shall be made through the Unsecured Notes Indenture Trustee or with its written consent. Class 5 General Unsecured Claims are impaired: (i) If and only if Class 5 Votes to Accept the Plan: On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed General Unsecured Claim will receive its Pro Rata share of the General Unsecured Cash Pool. (ii) If and only if Class 5 Votes to Reject the Plan: On the Effective Date, each Allowed General Unsecured Claim will be discharged without further notice to, approval of or action by any Person or Entity, and each holder of an Allowed General Unsecured Claim shall not receive any distribution or retain any property on account of its General Unsecured Claim. The Reorganized Debtors will fund distributions under the Plan with (i) Cash on hand, (ii) proceeds of the New Equity Investment, and (iii) the issuance of the New Convertible Notes, the New Common Stock, and the New Warrants. Proposed Attorneys for the Debtors: Gary T. Holtzer, Esq. Candace M. Arthur, Esq. Jason H. George, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - Mark D. Collins, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/tHXDR from PacerMonitor.com. About Western Global Airlines Western Global Airlines, Inc. provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. WGA is a high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11093) on August 7, 2023. In the petition signed by James K. Neff, chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Weil, Gotshal & Manges LLP as general bankruptcy counsel, Richards, Layton & Finger, P.A., as local bankruptcy counsel, Evercore Group L.L.C. as investment banker, FTI Consulting, Inc. as provider of interim management and financial advisory services. and Stretto, Inc., as claims, noticing, and solicitation agent. DKB Partners LLC, as DIP Lender and Prepetition Lender, is represented by Young Conaway Stargatt & Taylor, LLP. The Ad Hoc Group of DIP Lenders and Certain Creditors are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Landis Rath & Cobb, LLP. WESTLAKE SURGICAL: Seeks $6MM DIP Loan from eCapital ---------------------------------------------------- Westlake Surgical, L.P. d/b/a The Hospital at Westlake Medical Center asks the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, for authority to use cash collateral and obtain postpetition financing. The Debtor has negotiated a mission-critical postpetition financing agreement with eCapital Healthcare Corp., which served as the Debtor's prepetition lender. The parties' Superpriority Debtor-In-Possession Credit and Security Agreement is largely a continuation of their prepetition arrangement, which is memorialized in the Credit and Security Agreement between Westlake Surgical, L.P. and Attila LP Investor LLC as borrowers and CNH Finance Fund I, L.P. (n/k/a eCapital), pursuant to which the DIP Lender extended credit to the Debtor on a revolving basis and which is secured by: (a) all accounts and related property; (b) the Debtor's deposit accounts; and (c) all other personal property and fixtures. As of the bankruptcy filing date, the Debtor owes approximately $4.7 million under the Prepetition Credit Facility. Westlake Surgical believes continuing the prepetition facility postpetition, with a concomitant Roll-Up of the prepetition debt, is in the best interest of the Debtor and its estate and will maximize recovery to all creditors and parties-in-interest. The Debtor is seeking interim approval of the DIP Agreement and to use and access credit under the DIP Facility in a manner consistent with the terms and conditions included therein in an amount up to $1.2 million, and on a final basis in an amount equal to $6 million. The lender is required to make advances to the Debtor under the Revolving Facility periodically during the term, not more than once per week unless agreed upon and subject to processing fees. The aggregate amount of all advances at any one time under the Revolving Facility must not exceed the sum of the Revolving Loan Limit and the Pre-Petition Aggregate Exposure. The lender determines availability within the Borrowing Base for Advances and is final and binding upon the borrower. Each Advance requested must be at least $25,000. The Debtor experienced a liquidity crisis caused by three primary factors: a. Significant debt load and high repayment obligations, particularly with critical vendors that supply the necessary equipment for daily surgeries that drive the majority of the Debtor's revenue; b. A slowdown in expected payments from Blue Cross Blue Shield, primarily through increased denials, which led to decreased daily available cash, and c. An increase in cash outlays, primarily salary and wages, due to new growth initiatives that had not yet matured to the point of bringing back significant revenue. A review of the Debtor's books and records, as well as the Texas Secretary of State records, reveal that several creditors have asserted liens against the Debtor's assets, including, without limitation, (i) eCapital; (ii) Westrise LLC; (iii) TVT 2.0 LLC; and (iv) LendSpark Corporation. As adequate protection, the Debtor will grant to the DIP Lender valid, perfected, and enforceable superpriority Liens, senior to all other security interests in the Collateral. The Liens and security interests granted to the Lender or under the Financing Orders will be valid, binding, continuing, enforceable, non-avoidable, and automatically and properly perfected first-priority security interests and Liens. As security for the full and timely payment of the DIP Facility, the DIP Lender will be granted a first priority, senior, perfected priming lien upon the DIP Collateral, which liens will constitute valid, enforceable, non-avoidable, fully perfected, and first-priority security interests in and liens upon all DIP Collateral. The events that constitute an "Event of Default" include: (a) The Borrower will fail to pay any amount on the Obligations or provided for in any Loan Document when due and the failure will not be cured within five calendar days of when due (whether on any payment date, at maturity, by reason or acceleration, by notice of intention to prepay, by required prepayment or otherwise); (b) Any of the Loan Documents ceases to be in full force and effect, or any Lien created thereunder ceases to constitute a valid perfected first priority Lien on the Collateral, or the Lender ceases to have a valid perfected first priority security interest in any material portion of the Collateral; and (c) The Lender's administrative expense claim in the Bankruptcy Case becomes subject (or subordinate) to another administrative expense claim. A copy of the motion is available at https://urlcurt.com/u?l=P1845U from PacerMonitor.com. About The Hospital at Westlake Medical Center The Hospital at Westlake Medical Center is a proudly physician-owned boutique hospital located in Westlake Hills, Texas, a suburb of Austin. Guided by an unwavering commitment to delivering quality healthcare services in a comfortable setting, its core service areas include surgical procedures, outpatient radiology, and a 24/7 emergency room. Westlake Surgical, L.P. d/b/a The Hospital at Westlake Medical Center, sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 23-10747) on Sept. 8, 2023. The Honorable Shad Robinson is the case judge. The Debtor tapped Hayward PLLC as counsel. Donlin, Recano & Company, Inc., is the claims agent. eCapital Healthcare Corp., the DIP lender, is represented by: Edward J. Green, Esq. Foley & Lardner LLP 321 N. Clark Street, Suite 3000 Chicago, IL 60654 Tel: 312-832-4500 Fax: 312-832-4700 E-mail: egreen@foley.com - and - Jake W. Gordon, Esq. Foley & Lardner LLP 500 Woodward Avenue, Suite 2700 Detroit, MI 48226 Tel: 312-234-7100 Fax: 212-687-2329 E-mail: jake.gordon@foley.com - and - Alissa M. Nann, Esq. Foley & Lardner LLP 90 Park Avenue New York, NY 10016 Tel: 212-338-3578 Fax: 212-687-2329 E-mail: anann@foley.com WILLIAMS INDUSTRIAL: Committee Hires Dundon as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of Williams Industrial Services Group Inc. and its affiliates seeks seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as financial advisor. The firm will provide these services: a. assist in the analysis, review, and monitoring of the restructuring process, including, but not limited to, an assessment of the unsecured claims pool and potential recoveries for unsecured creditors; b. develop a complete understanding of the Debtors' businesses and their valuations; c. determine whether there are viable alternative paths for the disposition of the Debtors' assets from those currently or in the future proposed by any Debtor; d. monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions that would support unsecured creditor recovery; e. assist the Committee in identifying, valuing, and pursuing estate causes of action, including, but not limited to, relating to prepetition transactions, control person liability, and lender liability; f. assist the Committee to analyze, classify and address claims against the Debtors and to participate effectively in any effort in these chapter 11 cases to estimate (in any formal or informal sense) contingent, unliquidated, and disputed claims; g. assist the Committee to identify, preserve, value, and monetize tax assets of the Debtors, if any; h. advise the Committee in negotiations with the Debtors, certain of the Debtors' lenders, and third parties; and i. assist the Committee in reviewing the Debtors' financial reports; The firm will be paid at these rates: Principal $890 per hour Managing Director and Senior Adviser $790 per hour Senior Director $700 per hour Director $650 per hour Associate Director $550 per hour Senior Associate $475 per hour Associate $370 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter Hurwitz, a principal at Dundon Advisers LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter Hurwitz, a principal with Dundon Advisers, disclosed in a court filing that her firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Peter Hurwitz Dundon Advisers LLC 319 Belvedere Rd Ste 6 West Palm Beach, FL 33405 Tel: (561) 249-2868 (914) 523-0227 Email: ph@dundon.com About Williams Industrial Services Group Inc. Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. WILLIAMS INDUSTRIAL: Committee Hires Morris as Delaware Counsel --------------------------------------------------------------- The official committee of unsecured creditors of Williams Industrial Services Group Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Morris James LLP as Delaware counsel. The firm's services include: a. providing legal advice and assistance to the Committee in its consultations with the Debtors relative to the Debtors' administration of its reorganization; b. reviewing and analyzing all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtors or third parties, advising the Committee as to their propriety, and, after consultation with the Committee, taking appropriate action; c. preparing necessary applications, motions, answers, orders, reports, and other legal papers on behalf of the Committee; d. representing the Committee at hearings held before the Court and communicating with the Committee regarding the issues raised, as well as the decisions of the Court; and e. performing other legal services for the Committee which may be reasonably required in this proceeding. The firm will be paid at these rates: Jeffrey R. Waxman Partner $850 per hour Eric J. Monzo Partner $795 per hour Siena B. Cerra Associate $385 per hour Stephanie Lisko Paralegal $350 per hour Douglas J. Depta Paralegal $350 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric J. Monzo, Esq. at Morris James LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. Siena B. Cerra, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 Facsimile: (302) 571-1750 Email: jwaxman@morrisjames.com emonzo@morrisjames.com scerra@morrisjames.com About Williams Industrial Services Group Inc. Williams Industrial Services Group (NYSE American: WLMS) -- http://www.wisgrp.com/-- is a provider of infrastructure related services to blue-chip customers in energy and industrial end markets, including a broad range of construction maintenance, modification, and support services. William Industrial and 13 of its affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10961) on July 22, 2023. In the petition filed by its president and CEO, Tracy D. Pagliara, William Industrial reported total assets of $114,461,000 and total liabilities of $89,831,000 as of March 31, 2023. The Hon. Thomas Horan oversees the cases. The Debtors tapped Thompson Hine LLP as bankruptcy counsel; and Chipman Brown Cicero & Cole LLP as local bankruptcy counsel. G2 Capital Advisors LLC is the financial advisor to the Debtors, Greenville & Co. Inc is the investment banker, while Epiq Bankruptcy Solutions LLC is the notice and claims agent. WILLSCOT MOBILE: Moody's Affirms 'Ba3' CFR, Outlook Remains Stable ------------------------------------------------------------------ Moody's Investors Service has affirmed the Ba3 Corporate Family Rating of WillScot Mobile Mini Holdings Corp. (WillScot) and the B2 senior secured ratings on the existing notes of William Scotsman International Inc. Moody's also assigned a B2 backed senior secured rating to newly issued notes of WillScot's subsidiary, Williams Scotsman, Inc. (Williams Scotsman). Moody's maintained the stable outlook on WillScot. The rating action follows the company's announcement that it plans to issue new secured bonds maturing in 2031. The new issuance will be used to partially repay the outstanding amount of the $3.7 billion asset-based revolving facility expiring June 30, 2027. As of June 30, 2023, the outstanding amount on the asset-based revolving facility was $1.974 billion. RATINGS RATIONALE Moody's affirmed WillScot's ratings because the company's financial performance continues to benefit from the strength of some of its end markets, including manufacturing and infrastructure, and event-driven projects as well as better penetration of Value Added Products (VAPS) and improved customer service. Although the company's modular and storage segments' utilization rates are declining because of softening in some markets like retail and commercial office, Moody's Macroeconomic Board anticipates US economic growth of 1.9% in 2023 and 1.0% in 2024, which will support the company's performance as it services diverse end markets. WillScot also benefits from a strong liquidity profile, where it can maintain its free cash flow during economic uncertainty by reducing the purchase of portable and storage units because their lifecycle is relatively long. The company's liquidity is also supported by approximately $1 billion of availability on two revolving facilities expiring June 30, 2027. Moody's affirmed the ratings with the expectation that debt-to-EBITDA leverage (3.0x based on trailing-12 months' EBITDA through June 30, 2023) will remain consistent in the next 12 months as the company manages the challenges in some of its end markets with better VAPS penetration and continued improvement in services. The B2 rating assigned to Williams Scotsman's new senior secured notes as well as the B2 ratings on the existing senior secured notes of William Scotsman International Inc. reflect their priority ranking in WillScot's capital structure, as well as the preponderance and capacity of borrowings under the company's asset-based revolving facility. The existing senior secured notes of Williams Scotsman International, Inc. became obligations of Williams Scotsman, Inc. after the merger of these two subsidiaries in 2021. The asset-based revolving facility has first lien priority on the assets of WillScot and is senior in payment priority to the company's rated second lien senior secured notes. The stable outlook reflects Moody's expectation that WillScot will maintain its debt-to-EBITDA leverage over the next 12-18 months around 3.0x as some of the end markets soften. It also reflects the company's good liquidity position and its ability to adjust its capital expenditures depending on the market environment. The stable outlook also incorporates the risk associated with WillScot's opportunistic, partially debt-financed acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if WillScot continues to demonstrate strong financial performance, whereby Moody's expect that long-term through-the-cycle profitability, as measured by net income to average managed assets, will average at least 4.0%. The company would, however, need to reduce and maintain leverage, as measured by debt-to-EBITDA, to below 3.0x, as well as improve its liquidity profile by reducing its reliance on secured debt. The ratings could be downgraded if the company's financial performance substantially deteriorates, such that its profitability as measured by net income to average managed assets falls and remains below 2.0%. Acquisitions or other actions that increase debt-to-EBITDA leverage above 4.5x, or a deterioration in liquidity could also result in a downgrade. WillScot (NASDAQ: WSC) is a leading provider in modular space (64% of last 12 months revenue ended June 30, 2023) and portable storage (36%) leasing and sales with locations across the US, Canada and Mexico. Through its 2018 acquisition of Modular Space, the only other national provider, WillScot became the largest provider of modular space leasing in the US. Revenue for the 12 months ended June 30, 2023 was approximately $2.3 billion. LIST OF AFFECTED RATINGS Issuer: WillScot Mobile Mini Holdings Corp. Affirmations: Corporate Family Rating, Affirmed Ba3 Outlook Actions: Outlook, Remains Stable Issuer: Williams Scotsman, Inc. Assignments: Backed Senior Secured Regular Bond/Debenture, Assigned B2 Outlook Actions: Outlook, Assigned Stable Issuer: Williams Scotsman International Inc. (Assumed by Williams Scotsman, Inc.) Affirmations: Senior Secured Regular Bond/Debenture, Affirmed B2 The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. WILLSCOT MOBILE: S&P Rates New $500MM Senior Secured Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '5' recovery rating to U.S.-based WillScot Mobile Mini Holdings Corp.'s subsidiary, Williams Scotsman Inc.'s proposed $500 million senior secured notes due 2031. The '5' recovery rating indicates its expectation of modest (10%-30% rounded estimate: 15%) recovery in the event of default. The company intends to use proceeds from the notes to repay outstanding borrowings under its asset-based lending (ABL) facility and for general corporate purposes. S&P said, "Our issue-level ratings on WillScot's existing $526.5 million senior secured notes due 2025 and $500 million senior secured notes due 2028 remain 'BB-'. Our recovery ratings remain '5', though we revised our rounded estimate to 15% from 20% due to the additional notes. We note that the transaction is leverage-neutral at issuance due to the use of proceeds for ABL repayment. "Our 'BB' issuer credit rating on WillScot is unchanged and continues to reflect our expectation that the company will be able to increase rental rates to minimize the impact of softening demand." Issue Ratings - Recovery Analysis Key analytical factors: -- S&P's '5' recovery rating on the company's $500 million senior secured notes due 2028, the $526.5 million senior secured notes due 2025, and the proposed $500 million senior secured notes due 2031 reflects its expectation of modest (10%-30%, rounded estimate: 15%) recovery in the case of a payment default. -- The company's ABL revolver (not rated) is $3.7 billion. However, availability under the revolver remains linked to the borrowing base, which is currently lower than the size of the ABL facility. -- As the company continues to grow its asset base (including equipment fleet and inventory), it will likely allow for more borrowing under the ABL. At that time, S&P will adjust its recovery analysis to reflect its view of both the larger asset base and increased borrowing at default. Simulated default assumptions: -- S&P's simulated default scenario assumes a payment default in 2028 due to an economic recession that causes steep demand, rental rate, and utilization declines in key North American end markets, leading to lower earnings and a hypothetical default. -- S&P values the company as a going concern and use a discrete asset-value approach. It believes the company would likely be reorganized rather than liquidated following a payment default, given its market position and customer relationships. Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $1.87 billion -- Valuation split (obligors/nonobligors): 90%/10% -- Senior first priority claims: $1.5 billion -- Value available to senior secured creditors (second priority claims): $240.8 million -- Senior secured debt claims: $1.56 billion -- Recovery expectations: 10%-30% (rounded estimate: 15%) WINDSOR TERRACE: Hires Stretto Inc. as Claims and Noticing Agent ---------------------------------------------------------------- Windsor Terrace Healthcare, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Stretto, Inc. as claims and noticing agent. The firm will provide these services: a. assist the Debtors with the preparation and distribution of all required notices and documents in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including: (i) notice of the commencement of these chapter 11 cases and the initial meeting of creditors under Bankruptcy Code section 341(a); (ii) notice of any claims bar date; (iii) notice of any proposed sale of the Debtors' assets; (iv) notices of objections to claims and objections to transfers of claims; (v) notices of any hearings on a disclosure statement and confirmation of any plan or plans of reorganization, including under Bankruptcy Rule 3017(d); (vi) notice of the effective date of any plan; and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors, Court, or Clerk may deem necessary or appropriate for an orderly administration of these chapter 11 cases; b. maintain an official copy of the Debtors' Schedules, listing the Debtors' known creditors and the amounts owed thereto; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010, and update and make said lists available upon request by a party-in-interest or the Clerk; d. to the extent applicable, furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service no more frequently than every 7 days that includes: (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served; (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses; (iii) the manner of service; and (iv) the date served; g. receive and process all proofs of claim, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure location other than where originals are maintained; h. provide an electronic interface for filing proofs of claim; i. maintain the official claims register for the Debtors (the "Claims Register") on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned; (ii) the date received; (iii) the name and address of the claimant and agent, if applicable, who filed the claim; (iv) address for payment, if different from the notice address; (v) the amount asserted; (vi) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.); (vii) the applicable Debtor; and (viii) any disposition of the claim; j. provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge, during regular business hours in a viewing area at the following address: 410 Exchange, Suite 100, Irvine, California 92602 and on a case-specific website maintained by Stretto (https://cases.stretto.com/Winsdor); k. allow the Clerk to inspect Stretto's premises at any time during regular business hours; l. audit the claims information to assure the Clerk that the claims information is being appropriately and accurately recorded in the official claims register; m. allow the Clerk to independently audit the claims information during regular business hours; n. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); o. implement reasonable security measures designed to ensure the completeness and integrity of the Claims Register and the safekeeping of any proofs of claim; p. transmit to the Clerk a copy of the claims register on a weekly basis or at such other times as the Clerk may direct; q. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Stretto not less than weekly; r. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; s. identify and correct any incomplete or incorrect addresses in any mailing or service lists (to the extent such information is available); t. assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and/or call center; u. provide docket updates via email to parties who subscribe for such service on the Debtors' case website; v. comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders, and other requirements in connection with the Services rendered pursuant to the Engagement Agreement; w. if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk within 3 days of notice to Stretto of entry of the order converting the cases; x. 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Stretto as claims, noticing, and solicitation agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; y. within 7 days of notice to Stretto of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the cases; z. at the close of these chapter 11 cases: (i) box and transport all original documents, in proper format, as provided by the Clerk, to (A) the Federal Archives Record Administration, or (B) any other location requested by the Clerk; and (ii) docket a completed SF-135 Form indicating the accession and location numbers of the archived claims; aa. assist the Debtors with, among other things, plan-solicitation services including: (i) balloting; (ii) distribution of applicable solicitation materials; (iii) tabulation and calculation of votes; (iv) determining with respect to each ballot cast, its timeliness and its compliance with the Bankruptcy Code, Bankruptcy Rules, and procedures ordered by this Court; (v) preparing an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; and (vi) in connection with the foregoing services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; bb. if requested, assist with the preparation of the Debtors' Schedules and gather data in conjunction therewith; cc. provide a confidential data room, if requested; dd. coordinate publication of certain notices in periodicals and other media; ee. manage and coordinate any distributions pursuant to a chapter 11 plan; and ff. provide such other claims, noticing, processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, that may be requested from time to time by the Debtors, the Court, or the Clerk. The firm will be paid at these rates: Consultant (Associate/Senior Associate) $70 to $200 per hour Director/ Managing Director $210 to $250 per hour Solicitation Associate $230 per hour Director of Securities & Solicitations $250 per hour The retainer is $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheryl Betance, Senior Managing Director at Stretto, Inc. disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Sheryl Betance Stretto, Inc 410 Exchange, Ste. 100, Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Windsor Terrace Healthcare, LLC Windsor Terrace Healthcare, LLC are primarily engaged in the businesses of owning and operating skilled nursing facilities throughout the State of California. Collectively, the Debtors own and operate 16 skilled nursing facilities, which provide 24 hour, 7 days a week and 365 days a year care to patients who reside at those facilities. In addition to the 16 skilled nursing facilities, the Debtors own and operate one assisted living facility (which is Windsor Court Assisted Living, LLC), one home health care center (which is S&F Home Health Opco I, LLC), and one hospice care center (which is S&F Hospice Opco I, LLC). The Debtors do not own any of the real property upon which the facilities are located. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-11200) on August 23, 2023. In the petition signed by Avrohom Tress, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Ron Bender, Esq., Monica Y. Kim, Esq., and Juliet Y. Oh, Esq., at Levene, Neale, Bender, Yoo, and Golubchik LLP, represent the Debtor as legal counsel. Stretto, Inc. is the Debtor's claims, noticing and solicitation agent. XTREME LINES: Seeks to Hire Eric A. Liepins as Bankruptcy Counsel ----------------------------------------------------------------- Xtreme Lines Trasport Service, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Eric A. Liepins, PC as its bankruptcy counsel. The firm will assist the Debtor in the orderly liquidating of assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The firm will be paid at these rates: Eric A. Liepins $275 per hour Paralegals and Legal Assistants $30 to $50 per hour The retainer fee is $5,000. In addition, the firm will seek reimbursement for expenses incurred. The firm has been paid a retainer of $3,500 plus filing fee. Eric A. Liepins, Esq., the sole shareholder of Eric A. Liepins, PC, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. ERIC A. LIEPINS, PC 12770 Coit Road, Suite 850 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Xtreme Lines Trasport Service, Inc. Xtreme Lines Trasport Service, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41548) on August 25, 2023. The petition was signed by Wade Jones as director. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Eric A. Liepins, Esq. at ERIC A. LIEPINS represents the Debtor as counsel. YAK TIMBER Unsecureds Get Paid in Full After Other Claims --------------------------------------------------------- Yak Timber, Inc. submitted a Plan and a Disclosure Statement. The Debtor does not plan to liquidate any assets outside the ordinary course of business. As of August 31. 2023, the debtor has cash on hand in the amount of $62,668. The projected cash flow from operations for September 2023 through November 30, 2023 is $2,207,709. At the time of plan confirmation on December 1.2023, the debtor should have approximately $2,270,377. This is more than sufficient for payments to creditors of $69,0000 within 10 days of plan confirmation. Under the Plan, U-1: Unsecured Creditors will be paid in full, without interest, after AgWest, IRS and US Trustee have been paid in full. Approximately $904,091 will be paid on April 2029 from excess funds of the bankruptcy. The Debtor's counsel: Terry P. Draeger, Esq. BEATY & DRAEGER, LTD. 3900 Arctic Blvd., Suite 101 Anchorage, AK 99501 Tel: (907) 563-7889 Fax: (907) 562-6936 A copy of the Disclosure Statement dated August 30, 2023, is available at https://tinyurl.ph/OnycB from PacerMonitor.com. About Yak Timber Yak Timber Inc., a timber company in Yakutat, Alaska, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00080) on May 11, 2023. In the petition signed by its chief executive officer, Marvin Adams, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's legal counsel. ********* 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. 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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 ***