/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230914.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 14, 2023, Vol. 27, No. 256 Headlines 2424 DAVIDSON: Ronald Friedman Named Subchapter V Trustee 4424 NORTH BAILEY: Files Amendment to Disclosure Statement 523 JEB QUALIFIED: Gets OK to Tap Rountree Leitman Klein as Counsel 540 WEST 21ST: Additional Sale Info. Needed for Ch. 11 Plan Okay 540 WEST: Court OKs $700,000 DIP Loan from Ray New York 7350 PARK HEIGHTS: Monique Almy Named Subchapter V Trustee ADVANCE AUTO: S&P Downgrades ICR to 'BB+', Outlook Stable ALASKA LOGISTICS: Seeks to Hire Dock Street as Broker ALECTO HEALTHCARE: Court Denies Bid to Appoint Creditors' Committee ALROD LOGISTICS: Wins Interim Cash Collateral Access AMERICAN EAGLE: Wins Cash Collateral Access Thru Oct 3 AMERICANAS SA: Former CEO Says He Is Scapegoat for Powerful People AN GLOBAL: Gets OK to Hire Kurtzman as Claims and Noticing Agent APPROVED ONE: Seeks to Hire Michael Familetti as Legal Counsel B&E TRANSPORT: Frances Smith Named Subchapter V Trustee B&G FOODS: S&P Rates $500MM Senior Secured Notes 'B+' BALADE YOUR WAY: Heidi Sorvino Named Subchapter V Trustee BANNEKER SUPPLY: David Madoff Named Subchapter V Trustee BENNETT MINERAL: Case Summary & 20 Largest Unsecured Creditors BRANDYWINE OPERATING: Moody's Assigns 'Ba1' CFR, Outlook Negative CACTUSRV.COM LLC: Files Emergency Bid to Use Cash Collateral CANDY CLUB: Seeks to Tap Jackson Walker as Bankruptcy Counsel CCI HOLDINGS: Court OKs Interim Cash Collateral Access CELL-NIQUE CORPORATION: Court OKs Cash Access Thru Sept 30 CENERGY LLC: Court OKs Cash Collateral Access Thru Feb 2024 CLEMMER'S CONSTRUCTION: Seeks to Tap Edward Bowers as Accountant COMPLETE COMPANIES: Glen Watson Named Subchapter V Trustee CORE SCIENTIFIC: Amends Convertible Notes Secured Claims DELDOR WELLNESS: Taps Norgaard, O'Boyle & Hannon as Legal Counsel DEPENDABLE LAWN: Court OKs Cash Collateral Access DEPETRIS FAMILY: Seeks to Hire Allen B. Dubroff as Legal Counsel DIOCESE OF ROCKVILLE CENTRE: Judge Frustrated at Fees in Ch. 11 DIVERSITY FREIGHT: Taps DeBlasio & DeBlasio Assocs. as Accountant ELKHORN EXPLORATION: Case Summary & 18 Unsecured Creditors ELMER ANGELO: Court OKs Interim Cash Collateral Access ELMER ANGELO: Walter Dahl Named Subchapter V Trustee FTX GROUP: Examiner Seeks OK of $111 Million Professional Fees FTX GROUP: Jail Appeal of SBF 'Trivializes' the Diary Leak GAI VAPE: GAI Unsecured Creditors to Split $21K over 3 Years GENESIS GLOBAL: Gains Additional Time to File Payout Plan GENESIS GLOBAL: Sues DCG Over $620 Million Unpaid Loan GLOBAL NET: S&P Affirms 'BB+' ICR on The Necessity Retail Merger GRACO SERVICES: Linda Gore Named Subchapter V Trustee GRAYSON REAL: Exclusivity Period Extended to December 11 GREAT CATERERS: Heidi Sorvino Named Subchapter V Trustee GUR-MEAT INC: Court OKs Cash Collateral Access Thru Nov 10 HARTMAN SPE: Case Summary & 30 Largest Unsecured Creditors HARTMAN SPE: Files Voluntary Chapter 11 Bankruptcy Petition HONEY RUN VILLAS: Case Summary & Four Unsecured Creditors HOSPITALITY INVESTMENT: Robert Altman Named Subchapter V Trustee HYLIFE: Iowa Premium Ordered to Pay $188,000 More to Facility Sale INTELSAT SA: Wants Chapter 11 Reopened After Remand of SES Claim INTERCARE DX: Raises Going Concern Doubt JACON LLC: Case Summary & 20 Largest Unsecured Creditors KAI 786: Court OKs Cash Collateral Access Thru Sept 19 L & L CONSTRUCTION: Jodi Daniel Dubose Named Subchapter V Trustee LATAM AIRLINES GROUP: Aircraft Auction Rigged, Say Creditors LEMONKIND LLC: Court OKs Interim Cash Collateral Access LINDEN AUTO: Court OKs Interim Cash Collateral Access LITTLE MANUEL'S: Files Emergency Bid to Use Cash Collateral LORDSTOWN MOTORS: Don't Want to Pay Foxconn Shares MAD SCIENCE: Files Emergency Bid to Use Cash Collateral MALLINCKRODT PLC: Investors Want Pomerantz to Lead Investor Suit MCGRAW-HILL EDUCATION: S&P Alters Outlook to Pos, Affirms 'B-' ICR MEGA CO-OP SC: Downsizes Stores, Plans Chapter 11 Filing MEZCLA ONE: U.S. Trustee Unable to Appoint Committee MIGI ASSET: Seeks 60-Day Extension to Plan Exclusivity MINIM INC: Lays Off 78% of Staff, Has Going Concern Doubt MITCHELL GOLD: Shuts Down Due to Failure to Secure Financing MOUNTAIN EXPRESS OIL: Closes 19 Locations Abruptly NCR ATMCO: S&P Assigns 'B+' ICR on Spin-Off Transaction NECESSITY RETAIL: S&P Upgrades ICR to 'BB+', Off Watch Positive NEW BOOST HOLDCO: S&P Assigns 'BB' ICR, Outlook Stable NEW JERSEY VISION: Unsecureds to Split $158K Over 3 Years NEW-TRONICS LTD: Areya Holder Aurzada Named Subchapter V Trustee NOB HILL INN: Unsecureds to Get 100 Cents on Dollar in Plan NOVATION COMPANIES: Wins $1.77MM DIP Loan from Nighthawks OFF LEASE ONLY: Seeks Cash Collateral Access OIL DADDY: Case Summary & 20 Largest Unsecured Creditors PARAMOUNT RESOURCES: S&P Upgrades LT ICR to 'BB-', Outlook Stable PARKCHESTER ORAL: Wins Interim Cash Collateral Access PARTY CITY HOLDCO: Gets Court Nod to Exit Chapter 11 Bankruptcy PG&E CORP: S.C. Justice Doubts Company Can Be Liable for Blackouts PLASTERERS AND CEMENT: PBGC Approves SFA Program Application POGO ENERGY: Wins TMA's Small Company Turnaround of the Year Award PRECISION FORGING: Seeks to Sell Properties to S.A. Aerospace PROTERRA INC: Court Okays Bidding Process PROTERRA INC: Faces Post-SPAC Merger Risks Concealment PUERTO RICO: Oversight Board Reaches Deal With PREPA Bondholders RETAILING ENTERPRISES: Wins Cash Collateral Access on Final Basis RIHH LLC: Court OKs Cash Collateral Access Thru Oct 31 SACKS WESTON: Seeks Cash Collateral Access SAM'S SERVICE CO : Sam's Automotive Hits Chapter 11 Bankruptcy SEASPAN CORP: S&P Affirms 'BB-' ICR, Outlook Stable SIMPLETECH REPAIR: Court OKs Cash Collateral Access Thru Sept 28 SSG LLC: Tamara Miles Ogier Named Subchapter V Trustee ST. MARGARET'S HEALTH: Files for Chapter 11 Bankruptcy T. JONES TRUCKING: Court OKs Cash Collateral Access Thru Sept 27 TEHUM CARE SERVICES: Chapter 11 Trustee Appointment Declined TITAN MECHANICAL: William Avellone Named Subchapter V Trustee TRANSIT PHYSICAL: Unsecureds to Get $508.5K Over 60 Months TRIGGER TIME: Robert Byrd Named Subchapter V Trustee VENOCO LLC: California Objects Chapter 11 Land Parcel Sale VISTRA OPERATIONS: S&P Rates $1BB Senior Unsecured Notes 'BB' WAITR HOLDINGS: Moss Adams Steps Down as Accountant WINDSOR TERRACE: U.S. Trustee Appoints Creditors' Committee [*] Business Bankruptcies Rose in August as Interest Rates Soar [*] Four Industry Veterans Join Tiger Group's Advisory Board [] Bankrupt Companies Want Class Status in DOJ Overcharge Lawsuit [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 2424 DAVIDSON: Ronald Friedman Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 2 appointed Ronald Friedman, Esq., at SilvermanAcampora, LLP, as Subchapter V trustee for 2424 Davidson, LLC. Mr. Friedman will be paid an hourly fee of $750 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Friedman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ronald J. Friedman, Esq. SilvermanAcampora, LLP 100 Jericho Quadrangle Ste. 300 Jericho, NY 11753 Email: RFriedman@SilvermanAcampora.com About 2424 Davidson 2424 Davidson LLC filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-11076) on July 10, 2023, with as much as $50,000 in both assets and liabilities. Judge Philip Bentley oversees the case. Karamvir Dahiya, Esq., at Dahiya Law Offices, LLC represents the Debtor as bankruptcy counsel. 4424 NORTH BAILEY: Files Amendment to Disclosure Statement ---------------------------------------------------------- 4424 North Bailey, LLC, submitted a First Amended Disclosure Statement and Plan of Reorganization dated September 7, 2023. The proposed Plan will enable the Debtor to continue operating as an LLC owning the commercial building at 4424 North Bailey, while satisfying the claims of its creditors over a 6-month period. Debtor plans to pay all secured and priority claims 100% and allowed non priority and unsecured claims at a rate of 100% over the life of the Plan. Debtor's Plan of reorganization will include using a lump sum of $150,000 obtained from the sale of one of Mr. Haidara's other property holdings, a bridge loan of up to $80,000 within 60 days of confirmation and making monthly payments to retire any remaining debt from rents currently received from the Bailey Avenue property within 6 months. Current financials show Debtor's monthly rental revenue is $3250 with an increase to $4000 when the final vacant unit is occupied in September 2023. The Debtor believes that putting these issues behind him, that current and future revenues are capable of funding a Plan. Since the Petition Date, Debtor has concentrated its efforts into operating and managing the bar profitably to generate sufficient income to fund the attached Plan of Reorganization. The Debtor believes the business will have annual revenues of $40,000 to $50,000. With about operating expenses of about $9,000. The Plan includes an initial $150,000 (currently on deposit in the Debtor's attorney trust account) followed within 60 days by an additional $80,000 bridge loan from Greg Phillies Enterprises, LLC and if needed debtor shall also make Plan payments out of the profitable operation of Debtor's business. The total monthly payment shall be $3,000. until completion. Debtor estimated earlier that it shall have revenues of about $50,000 on an overhead of $9,600 annually. The Plan is adequately supported by debtor's current assets and revenues. The cooperation of the various creditors affected by this Plan is necessary to its success. The secured debt will be paid over 60 months. Unsecured claims shall be paid 100% over the life of the Plan. Monthly Plan payments will total $1,100 until completion. This Plan deals fairly and equitably with all of the creditors involved, and it is hoped that this effort will be rewarded by receiving a vote of approval from each of the various creditors. A full-text copy of the First Amended Disclosure Statement dated September 7, 2023 is available at https://urlcurt.com/u?l=3lcY9K from PacerMonitor.com at no charge. Attorney for the Debtor: James M. Joyce Esq. 4733 Transit Road Lancaster, NY 14043 Tel: (716) 656-0600 About 4424 North Bailey 4424 North Bailey, LLC, operates a commercial 4 unit rental property in Amherst, NY. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 22-10897) on Oct. 4, 2022, with up to $1 million in both assets and liabilities. Judge Carl L. Bucki oversees the case. The Debtor is represented by James Joyce, Esq., a practicing attorney in Lancaster, N.Y. 523 JEB QUALIFIED: Gets OK to Tap Rountree Leitman Klein as Counsel ------------------------------------------------------------------- 523 JEB Qualified OZ Fund, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ the law firm of Rountree, Leitman, Klein & Geer, LLC. The Debtor requires legal counsel to: (a) give advice with respect to the powers and duties of the Debtor in the management of its property; (b) prepare legal papers; (c) assist in the examination of the claims of creditors; (d) assist in the formulation and preparation of the disclosure statement and Chapter 11 plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other necessary legal services. The hourly rates of the firm's attorneys and staff are as follows: William A. Rountree, Attorney $595 Will B. Geer, Attorney $595 Michael Bargar, Attorney $535 Hal Leitman, Attorney $425 David S. Klein, Attorney $495 Alexandra Dishun, Attorney $425 Ceci Christy, Attorney $425 Elizabeth A. Childers, Attorney $395 Caitlyn Powers, Attorney $325 Shawn Eisenberg, Attorney $300 Elizabeth Miller, Paralegal $250 Sharon M. Wenger, Paralegal $225 Megan Winokur, Paralegal $175 Catherine Smith, Paralegal $150 The firm received a pre-bankruptcy retainer of $25,050 from the Debtor. Will Geer, Esq., a partner at Rountree Leitman Klein & Geer, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Will B. Geer, Esq. Rountree Leitman Klein & Geer, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 Email: wgeer@rlkglaw.com About 523 JEB Qualified OZ Fund 523 JEB Qualified OZ Fund, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57322) on July 31, 2023. In the petition filed by Matthew Morrison, authorized representative, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Wendy L. Hagenau oversees the case. Will B. Geer, Esq., at Rountree Leitman Klein & Geer, LLC serves as the Debtor's counsel. 540 WEST 21ST: Additional Sale Info. Needed for Ch. 11 Plan Okay ---------------------------------------------------------------- Hilary Russ of Law360 reports that a Delaware federal bankruptcy judge said Tuesday, September 5, 2023, she will sign off on a fast Chapter 11 plan for a scrapped Manhattan ultra-luxury development if the debtor reveals more details of the planned sale of the property. About 540 West 21st Street 540 West 21st Street Holdings LLC is headquartered in New York, NY and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc. d/b/a Stretto as claims agent. 540 WEST: Court OKs $700,000 DIP Loan from Ray New York ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized 540 West 21st Street Holdings LLC to use cash collateral and obtain postpetition financing. The Debtor is permitted to borrow an initial principal amount of $700,000 from Ray New York, LLC. The DIP Loan proceeds will be made available to the Debtor as a debtor-in-possession multi-draw term loan facility, as follows: 1. First Draw: Upon entry of the Interim DIP Order in form and substance satisfactory to the DIP Lender in its sole discretion, the DIP Lender will advance the lesser of (x) the amount approved by the Interim Order and $100,000 to the Debtor. 2. Second Draw: Upon entry of the Final DIP Order in form and substance satisfactory to the DIP Lender in its sole discretion, the DIP Lender will advance to the Debtor an additional amount up to the amount approved by the Final Order less the Interim Advance. In no event will the sum of the Interim Advance and Final Advance exceed the initial principal amount of $700,000. The Debtor will have the option to request additional funding up to $250,000 in amounts and upon terms and conditions set forth herein, subject to the receipt of a revised or incremental Budget for the amount and use of the Incremental Funding proceeds, which incremental funding will be approved by the DIP Lender in its sole discretion. The DIP Loan is due and payable through the earliest of: 1. November 30, 2023; 2. The date of the closing of a sale of all or substantially all of the Collateral pursuant to the terms of the Purchase and Sale Contract dated as of June 13, 2023, between the Debtor and 550W21 Owner LLC described in the Restructuring Support Agreement dated as of June 26, 2023, between the Debtor and its subsidiaries and affiliates and the DIP Lender; 3. The effective date of the Chapter 11 plan of reorganization described in the RSA, and confirmed pursuant to an order entered by the Bankruptcy Court; and 4. The occurrence and continuation of an Event of Default. Prior to the Petition Date, the Debtor obtained a $20 million loan from Bank Hapoalim B.M. On May 9, 2022, Ray New York, LLC, with SL Green Realty Corp. acting as servicer, purchased the original loan and agreed to provide additional financing up to $80,450,000. The Prepetition Credit Documents, including the Amended and Restated Loan Agreement, Amended and Restated Second Consolidated Amended and Restated Promissory Note, and Pledge and Security Agreement, are valid, binding, and enforceable against the parties. The Debtor's obligations under the Prepetition Credit Documents are secured by first priority liens in favor of the Prepetition Lenders in all collateral, including the Debtor's property, accounts, and contract rights. These liens are valid, binding, perfected, duly recorded, and enforceable, and are not subject to any challenge by any person or entity. As adequate protection, the Secured Lender is granted an additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected, nunc pro tunc to the Petition Date, postpetition security interest in and liens on on the DIP Collateral which will be subordinate only to the DIP Liens and the Carve Out. The Secured Lender is further granted an allowed superpriority administrative expense claim for the diminution in the value of the Prepetition Collateral, which claims will be junior only to the DIP Superpriority Claims and the Carve Out. The Carve-Out means the sum of (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the Office of the U.S. Trustee, and (ii) up to $410,000 of allowed and unpaid fees and expenses of professionals retained by Bankruptcy Court order. The events that constitute an "Event of Default" include: (1) The occurrence of any Event of Default as defined in the Prepetition Credit Agreement; (2) The failure by the Debtor to obtain Court approval of the Interim Order on or before September 8, 2023; (3) The failure by the Debtor to obtain Court approval of the Final Order on or before September 30, 2023; (4) The filing by the Debtor of any pleading seeking to vacate or modify the Interim Order or the Final Order over the objection of the DIP Lender; (5) The failure by the Debtor to make any required payments or comply with any deadline set forth therein; (6) The filing by the Debtor of (or supporting any other party in the filing of) any pleading seeking entry of a Court order granting any superpriority claim or lien that is senior to or pari passu with those granted to the DIP Lender thereunder; and (7) The granting of any superpriority claim or lien senior or pari passu with those granted to the DIP Lender thereunder. A final hearing on the matter is set for September 28, 2023 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=SxbJPv from PacerMonitor.com. About 540 West 540 West 21st Street Holdings LLC is headquartered in New York, N.Y. and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. The Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc. dba Stretto as claims agent. Ray New York, LLC, as DIP Lender, is represented by: Jennifer Rodburg, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 7350 PARK HEIGHTS: Monique Almy Named Subchapter V Trustee ---------------------------------------------------------- Gerard Vetter, Acting U.S. Trustee for Region 4, appointed Monique Almy, Esq., as Subchapter V trustee for 7350 Park Heights Ave LLC. Ms. Almy, a partner at Crowell & Moring, LLP, will be paid an hourly fee of $750 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Almy declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Monique D. Almy, Esq. Crowell & Moring, LLP 1001 Pennsylvania Avenue, NW Washington, DC 20004 Phone: (202) 624-2935 Email: malmy@crowell.com About 7350 Park Heights 7350 Park Heights Ave, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-16130) on Aug. 30, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Nancy V. Alquist oversees the case. Daniel M. Press, Esq., at Chung & Press, P.C. represents the Debtor as legal counsel. ADVANCE AUTO: S&P Downgrades ICR to 'BB+', Outlook Stable --------------------------------------------------------- S&P Global Ratings lowered its issuer-credit rating on aftermarket auto parts retailer Advance Auto Parts Inc. to 'BB+' from 'BBB-'. At the same time, S&P lowered its issue-level rating on the company's unsecured debt to 'BB+' from 'BBB-' and assigned a '3' recovery rating. The stable outlook reflects S&P's expectation that sales and profitability will gradually improve as Advance stabilizes performance, such as through better inventory management, sales team wage investments, and cost controls. S&P said, "Advance's credit metrics will be weaker than our previous forecast. Its operating performance has experienced significant pressure this year. The company's efforts to improve its inventory and product availability have languished due to inconsistent execution. Furthermore, we believe the company's misguided strategic decision to preserve and attempt to expand margins while its competitors invested in price has eroded its value proposition. Over the past eighteen months, Advance's sales have largely been flat, while its peers' revenues have grown in a low-teen percent. We believe Advance has ceded market share and its competitive standing in the industry has weakened. We accordingly have revised our business risk assessment to fair from satisfactory." Back-to-back quarters of negative comparable store sales amid an inflationary cost environment has led to meaningful margin erosion. S&P Global Ratings-adjusted EBITDA margin declined 340 basis points (bps) to 12.9% from 15.3% last year. In addition, S&P Global Ratings-adjusted leverage increased to 4.6x for the trailing 12 months ended July 15, 2023, as compared to 3.5x last year. Advance further lowered its guidance for the year, the second time in consecutive quarters, forecasting lower profitability on wage investments and continued soft business trends. S&P now expects leverage to approach 5x this year and remain above 4x through 2024. Execution risks remain high amid internal operating challenges and elevated competitive threats. Advance has struggled to implement initiatives intended to strengthen its competitive position. Inventory availability remains a key competitive competence in the automotive aftermarket industry. S&P thinks Advance's inability to execute on its strategies likely resulted in professional installers electing to buy parts from its competitors, resulting in lower comparable sales relative to peers. S&P said, "We also think performance volatility could persist as the company works on multiple efforts to stabilize operations. This includes wage investments, cost realignments, enhancing distribution efficiency, and driving higher sales productivity at its stores. For example, the company operates nearly twice the number of distribution centers compared with larger peers, suggesting meaningful unproductive asset utilization. At the same time, Advance's margins have lagged peers for years. While the company's business mix contributes to the lower profitability, we also believe Advance has demonstrated less efficiency and has a higher cost structure than peers." Competitive pressures lead us to expect a more modest improvement in sales and profitability over the next 12-24 months compared with our prior forecasts. S&P said, "We think Advance's ongoing inventory repositioning and operating initiatives will gradually and modestly improve performance, albeit significantly less than we previously projected. This includes a flat to low-single-digit percent increase in sales and S&P Global Ratings-adjusted EBITDA margins of 12%-13% through the end of 2024. We think the relative demand stability in the industry will support Advance's long-term sales growth and profitability, driven by a large and growing car parc (the number of registered vehicles in a geographic area), a growing share of vehicles falling out of warranty, and increasing vehicle miles traveled. Moreover, the industry remains very large and fragmented and Advance's scale advantage, along with its national chain peers, will likely capture share from small competitors. As a result, we continue to apply a positive comparable ratings analysis modifier. Our view does not consider any potential actions that could arise from Advance's ongoing strategic review process, and we would consider any action as an event." S&P said, "The stable outlook on Advance reflects our expectation that sales and profitability will gradually improve as actions taken to stabilize performance take effect, including better inventory management, sales team wage investments, and cost controls. The stable outlook also captures our base-case projection that adjusted leverage will reach mid-4x in fiscal 2024." S&P could lower its rating on Advance if it expects the company to experience sustained market share loss. This could occur if: -- Management's efforts to stabilize the business are ineffective and S&P expects limited growth in sales, profitability, and cash flow generation; or -- S&P Global Ratings-adjusted leverage sustains at high-4x, resulting from either weaker performance or a change in financial policy. S&P could raise its rating if the company demonstrates meaningfully improved and consistent execution and performance that leads to better free cash flow generation and stronger credit metrics. This scenario would likely include: -- A stronger competitive standing such that the performance gap with peers narrows; -- Steady growth in comparable sales and improved profitability, showcasing the effectiveness of management's operating initiatives; and -- Improved free cash flow generation and credit metrics, including S&P Global Ratings-adjusted leverage maintained below 4x. S&P said, "Governance factors have a moderately negative consideration in our credit rating analysis of Advance. We believe recent disruptions in the company's performance partially stem from an inability to consistently execute on strategic initiatives while responding effectively to more intense competitive pressures. Industry-wide supply chain challenges have affected inventory availability, but Advance's performance has been disproportionately affected, which we believe highlights its weaker operational capabilities relative to peers. Further, we believe management changes have likely weighed on the organization's effectiveness." ALASKA LOGISTICS: Seeks to Hire Dock Street as Broker ----------------------------------------------------- Alaska Logistics, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to employ Dock Street Brokers as broker. The firm will render these services: (a) inspect vessels and complete a pricing analysis and discuss with the Debtor to establish listing prices; (b) compile photography and finalize marketing materials; (c) commence an email marketing campaign and compile a list of top prospects; (d) advertise vessels on the company website as well as a print catalog that specialize in the sale of vessels; (e) continue direct solicitation of top prospects; and (f) conduct sales with the Debtor's direction. The Debtor has agreed to pay a commission of 5 percent of the first $500,000 of the sales price of the vessel, plus 2.5 percent of any amount above $500,000, however in no event shall the commission be less than $1,000. If any vessel sells for less than $500,000 the commission shall be 5 percent. Jaime O'Neill, a member of Dock Street Brokers, 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: Jaime O'Neill Dock Street Brokers 6012 Seaview Avenue NW, Suite A Seattle, WA 98107 Telephone: (206) 789-5101 Facsimile: (206) 789-5103 About Alaska Logistics Alaska Logistics LLC transports materials and equipment of all sizes, shapes and types from Seattle to Western Alaska. The Debtor filed Chapter 11 petition (Bankr. W.D. Wash. Case No. 23-11250) on July 7, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Allyn Long, general manager and president, signed the petition. Judge Christopher M. Alston oversees the case. Wenokur Riordan, PLLC represents the Debtor as legal counsel. ALECTO HEALTHCARE: Court Denies Bid to Appoint Creditors' Committee ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware denied a motion filed by a group of creditors to appoint an official committee of unsecured creditors in the Chapter 11 case of Alecto Healthcare Services, LLC. Judge J. Kate Stickles directed the Debtor to share publicly available information with the Reed Action Judgment Creditors, the Subchapter V Trustee and the United States Trustee. The group on Aug. 11 sought the appointment of a committee to prevent further transfer of funds from Alecto to Sherman/Grayson Hospital, which funds could have been used to pay creditors. It also expressed concern about potential conflicts between Alecto and Sherman/Grayson Hospital, which share the same management and are represented by the same law firms. The group said the Debtor has confirmed that it transferred $20.8 million to support the Sherman/Grayson Hospital in the one-year period before the petition date, and approximately $2 million in the 90 days before the petition date, while brazenly acknowledging that it did not expect Sherman/Grayson Hospital to be able to repay the amount provided. Attorneys for the Reed Action Judgment Creditors are: William D. Sullivan, Esq. William A. Hazeltine, Esq. SULLIVAN HAZELTINE ALLINSON LLC 919 North Market Street, Suite 420 Wilmington, DE 19801 Tel: (302) 428-8191 E-mail: bsullivan@sha-llc.com whazeltine@sha-llc.com - and - Colten L. Fleu, Esq. Mountain State Justice, Inc. 1217 Quarrier St. Charleston, WV 25301 Tel: (304) 326-0188 E-mail: colten@msjlaw.org - and - John Stember, Esq. Maureen Davidson-Welling, Esq. Stember Cohn & Davidson-Welling, LLC The Harley Rose Building 425 First Avenue, 7th Floor Pittsburgh, PA 15219 Tel: 412-338-1445 E-mail: jstember@stembercohn.com mdavidsonwelling@stembercohn.com About Alecto Healthcare Services Alecto Healthcare Services, LLC is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge J. Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALROD LOGISTICS: Wins Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, authorized Alrod Logistics, Inc. to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to continue operating the business and pay salaries. As of the Petition Date, the Debtor was indebted to U.S. Small Business Administration in the approximate amount of $88,000 and Amerifactors Financial Group, LLC pursuant to a factoring agreement. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed on or about July 29, 2020 to the SBA and April 11, 2022 to Amerifactors, pursuant to which the Lender provided funds to the Debtor. The court said that the Debtor will pay only expenses necessary for the operation of the business and not any pre-petition expenses, officer salaries, professional fees, or insiders without further order of the Court. As additional adequate protection of the Lender's interest and the estate's interest in cash collateral, the Lender is granted a replacement lien to the same nature, priority, and extent that the Lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the Lender is granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The Debtor is Ordered to pay Adequate Protection payments as follows: a. $401 per month to SBA commencing September 1, 2023 and on the 1st of the month thereafter or further Order of the Court; b. Normal Factoring payment per Account Receivable value per month to AMERIFACTORS FINANCIAL GROUP, LLC; c. All other UCC-1 receivable Lenders including E Advance, Fox Capital, Kapitus Funding, Libertas Funding and Liquidbee shall receive no adequate protection at this time. This order is without prejudice to a later finding that such Lenders may be secured by receivables, personal property, inventory and/or equipment. As additional adequate protection of the Lender's interest in the cash collateral, the Debtor will (a) maintain all necessary insurance coverage on the Lender's collateral and under no circumstances will the Debtor allow its insurance coverage to lapse, (b) continue to pay monthly insurance payment in a timely manner, and (c) within two days of the request of the Lender, the Debtor will provide to the Lender's counsel a written statement supported by evidence of the Debtor's compliance with the foregoing. The Debtor's authority to use the cash collateral will terminate immediately and upon the earlier of (a) order of the Court; (b) the conversion of the case to a Chapter 7 case; (c) the entry of an Order that alters the validity or priority of the replacement liens granted therein to the Bank; (d) the Debtor ceasing to operate all or substantially all of its business; (e) the entry of an order granting relief from the automatic stay that allows any entity to proceed against any material assets of the Debtor that constitute cash collateral; (f) the entry of an Order authorizing a security interest under 11 U.S.C. Sections 364(c) or 364(d) of the Bankruptcy Code in the collateral to secure any credit obtained or debt incurred that would be senior to or equal to the replacement lien; or (g) the dismissal of the Chapter 11 case. A continued hearing on the matter is set for September 18, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=bCjThk from PacerMonitor.com. About Alrod Logistics, Inc. Alrod Logistics, Inc. offers pipe lining services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01820) on August 3, 2023. In the petition signed by Alejandro Echeverria, president, the Debtor disclosed $922,927 in assets and $3,732,863 in liabilities. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP, represents the Debtor as legal counsel. AMERICAN EAGLE: Wins Cash Collateral Access Thru Oct 3 ------------------------------------------------------ The U.S. Bankruptcy Court for the Florida, Orlando Division, authorized American Eagle Decorating, Inc. to use cash collateral on an interim basis in accordance with the budget, through October 3, 2023. The Debtor owes approximately $105,000 to the U.S. Small Business Administration that is secured by a UCC Financing Statement filed on November 22, 2021, filing number 202109224744. The SBA has a secured claim in the amount of $2,816 and an unsecured claim in the amount of $102,184. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by Creditor within 48 hours of the Debtor's request. The Secured Creditor will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditor. A continued hearing on the matter is set for October 3, 2023 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=RePSWD from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $17,374 for September 2023; $17,374 for October 2023; $17,374 for November 2023; and $17,374 for December 2023. About American Eagle American Eagle Decorating, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03213) on Aug. 9, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Lori V. Vaughan oversees the case. Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC represents the Debtor as bankruptcy counsel. AMERICANAS SA: Former CEO Says He Is Scapegoat for Powerful People ------------------------------------------------------------------ Cristiane Lucchesi and Vinícius Andrade of Bloomberg News report the former chief executive officer of embattled Brazilian retailer Americanas SA Miguel Gutierrez spoke out for the first time since the company sank into bankruptcy protection and pointed a finger at the firm’s billionaire shareholders. Gutierrez, who worked at the retailer for more than two decades and has been signaled by current and former executives as the architect behind a massive accounting fraud that caused the firm's debt to double, sent his comments in a document to a court in Sao Paulo. About Americanas SA Americanas was one of the largest diversified retail chains in Brazil, with a wide platform of physical stores, robust e-commerce, fintech, and has just entered into the niche food retail. It is listed on B3, being indirectly controlled by billionaire Jorge Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles. The retailer nosedived in January 2023 after becoming mired in an accounting scandal. The firm filed for bankruptcy at a court in Rio de Janeiro on Jan. 19, 2023. Americanas sought protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White & Case LLP, led by John K. Cunningham, is the U.S. counsel. AN GLOBAL: Gets OK to Hire Kurtzman as Claims and Noticing Agent ---------------------------------------------------------------- AN Global LLC and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants, LLC as its claims and noticing agent. Kurtzman will oversee the distribution of notices and will assist in the maintenance, processing, and docketing of proofs of claim filed in the Chapter 11 cases of the Debtors. Prior to the petition date, the Debtors provided Kurtzman a retainer in the amount of $30,000. In addition, to the retainer, the Debtors paid the firm $39,500 prior to the petition date. Robert Jordan, a senior managing director at Kurtzman Carson Consultants, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Jordan Kurtzman Carson Consultants LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Telephone: (310) 823-9000 Facsimile: (310) 823-9133 Email: rjordan@kccllc.com About AN Global 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 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 petitions signed by their chief restructuring officer, James S. Feltman, the Debtors disclosed $100 million to $500 million in both assets and liabilities. Judge J. Kate Stickles oversees the cases. The Debtors tapped Potter Anderson & Corron LLP and Hughes Hubbard & Reed LLP as bankruptcy counsels; Garrigues Mexico, S.C. as general Mexican restructuring counsel; Teneo Capital, LLC as financial advisor; and Guggenheim Securities, LLC as investment banker. Kurtzman Carson Consultants, LLC is the claims, noticing and balloting agent. Blue Torch Finance LLC is the administrative agent and collateral agent under the DIP Agreement and under a pre-bankruptcy first lien facility. It is represented by Ropes & Gray, LLP and Chipman Brown Cicero & Cole, LLP. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. APPROVED ONE: Seeks to Hire Michael Familetti as Legal Counsel -------------------------------------------------------------- Approved One, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Michael Familetti, Esq., an attorney practicing in Marietta, Ga., to handle its Chapter 11 case. Mr. Familetti will be paid at his hourly rate of $225. The attorney disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael Familetti, Esq. Familetti Law Firm 142 S. Park Square Marietta GA 30060 Tel: 770-794-8005 Email: familettilaw@gmail.com About Approved One Approved One, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58152) on Aug. 24, 2023, with $1 million to $10 million in both assets and liabilities. Arturo Yancey, manager, signed the petition. Judge Jeffery W. Cavender oversees the case. Michael Familetti, Esq., at Familetti Law Firm serves as the Debtor's counsel. B&E TRANSPORT: Frances Smith Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at Ross, Smith & Binford, PC, as Subchapter V trustee for B&E Transport, LLC. Ms. Smith will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Smith declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About B&E Transport B&E Transport, LLC filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-20167) on Aug. 24, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Robert L. Jones oversees the case. Eric A. Liepins, Esq., represents the Debtor as legal counsel. B&G FOODS: S&P Rates $500MM Senior Secured Notes 'B+' ----------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to B&G Foods Inc.'s proposed $500 million senior secured notes due 2028 and affirmed its 'B+' issue-level rating on B&G Foods Inc.'s senior secured term loan B and revolving credit facilities. S&P's '1' recovery rating remains unchanged, indicating its expectation for very high recovery (90%-100%; rounded estimate: 90%) in the event of a payment default. Concurrent with the transaction, the company is completing an amendment to its existing senior secured facilities' credit agreement to add a new basket to include incremental first-lien pari passu capacity. As a result, the notes will rank pari passu with the company's existing first-lien term loan. The company intends to use the net proceeds from this transaction to redeem $555 million of its $900 million ($855 million outstanding) senior unsecured notes due April 2025. S&P said, "At the same time, we lowered our issue-level rating on the company's existing unsecured notes to 'CCC' from 'CCC+' and revised our recovery rating to '6' from '5'. The '6' recovery rating indicates our expectation for negligible recovery (0%-10%; rounded estimate: 0%)." The lower recovery rating on these notes reflects the increase in priority debt in B&G's capital structure, which reduces the net value available to the unsecured creditors and weakens their recovery prospects. The remaining senior unsecured debt includes $300 million 5.25% senior unsecured notes due 2025 and $550 million 5.25% notes due 2027. S&P said, "Our 'B-' issuer credit rating on B&G Foods is unaffected by this transaction. We estimate B&G ended the second quarter with S&P Global Ratings-adjusted leverage near 7x, after peaking at 9x for the trailing-12-months ended October 2022. The company generated about $74 million of proceeds from issuing equity under its At-The-Market (ATM) Equity Offering Program, which were deployed in part to opportunistically repurchase $20.2 million of the 5.25% Senior Notes due 2025 after the close of the second quarter of fiscal 2023. In addition, the company has issued a conditional call notice along with the $555 million bond redemption and will use the balance of the equity proceeds to redeem the 2025 notes. Pro forma for these transactions and the repurchase of the notes executed in August, we estimate leverage at 6.8x. We believe the company will continue to repay debt with excess cash flows as it strives toward its management-stated leverage target of 4.5x-5.5x. We do not expect the company to undertake large, debt-financed acquisitions in the near term. "Leverage will likely improve to about 6.8x at the close of fiscal 2023 (after peaking in the third quarter due to higher revolver borrowings to fund seasonal inventory building) and decline further to about 6.5x in 2024. However, we believe there is risk to the company's ability to sustain leverage at these levels given the uncertainty in the macroeconomic environment, including the fragile and uneven economy, inflation, and shifting consumer buying behavior. B&G has a track record of pruning portfolio assets that could accelerate its deleveraging. We expect the company to continue its portfolio reshaping initiatives, including divesting slower growth noncore assets." If the debt issuance is unsuccessful, or if the final terms and conditions materially differ from what was presented, we could reassess our ratings. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: B&G's proposed capital structure will comprise the following: -- A $800 million revolving credit facility due 2025; -- A $750 million term loan B ($551 million balance) due 2026; -- $500 million senior secured notes due 2028; -- $300 million of 5.25% senior unsecured notes due 2025; and -- $550 million of 5.25% senior unsecured notes due 2027. Simulated default scenario: -- S&P's simulated default scenario assumes increased competition from larger food manufacturers combined with rising commodity costs, economic weakness, a major product recall, or a failed large acquisition. These forces pressure the company's margins and sales volumes, contributing to a payment default occurring in 2025. -- B&G Foods Inc. is the borrower of the company's debt. The obligations under the revolver, the first-lien term loan and the proposed senior secured notes are secured by a first-priority security interest in the borrower's equity interests and substantially all of the borrower's and subsidiary guarantors' tangible and intangible assets excluding real estate (including, without limitation, capital stock but limited to 65% of the capital stock of foreign subsidiaries), subject to certain exceptions. -- Rest of the notes issued by the borrower are unsecured. Given that the company generates the majority of its revenue in the U.S., S&P's simulated default scenario assumes its insolvency proceedings occur in the U.S. -- S&P has valued the company as a going concern using a 6.5x multiple of its projected emergence EBITDA. This multiple reflects the company's scale, well-recognized brands, and portfolio diversity. The emergence EBITDA of $279 million incorporates a 25% operational adjustment to reflect the company's ability to restore some profitability as it emerges from bankruptcy due to its scale and diverse portfolio. Calculation of EBITDA at emergence: -- Debt service assumption: $176.9 million (assumed default year interest) -- Minimum capital expenditure (capex) assumption: $43.3 million -- Operational adjustment: $77.2 million (35%) Simplified waterfall: -- Emergence EBITDA: $297.2 million -- Multiple: 6x -- Gross recovery value: $1.8 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.7 billion -- Obligor/nonobligor valuation split: 100%/0% -- Collateral value available to first-lien debt: $1.7 billion -- Estimated secured claims: $1.8 billion --Secured recovery expectations: 90%-100% (rounded estimate: 90%) -- Collateral value available to unsecured debt: nil -- Estimated senior unsecured debt claims: $929.8 million --Unsecured recovery expectations: 0%-10% (rounded estimate: 0%) BALADE YOUR WAY: Heidi Sorvino Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 2 appointed Heidi Sorvino, Esq., at White and Williams, LLP, as Subchapter V trustee for Balade Your Way, Inc. Ms. Sorvino will be paid an hourly fee of $850 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sorvino declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Heidi J. Sorvino, Esq. White and Williams, LLP 7 Times Square, Suite 2900 New York, NY 10036-6524 Phone: 212-631-4417 Email: Sorvinoh@whiteandwilliams.com About Balade Your Way Balade Your Way, Inc. is a full-service restaurant in New York, which specializes in Middle Eastern cuisine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11384) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Roland Semaan, president, signed the petition. Judge David S. Jones oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtor as legal counsel. BANNEKER SUPPLY: David Madoff Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 1 appointed David Madoff, Esq., a partner at Madoff & Khoury, LLP, as Subchapter V trustee for Banneker Supply Chain Solutions, Inc. Mr. Madoff will be compensated at $415 per hour for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. In court filings, Mr. Madoff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: David B. Madoff Madoff & Khoury, LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Phone: (508) 543-0040 Email: madoff@mandkllp.com About Banneker Supply Banneker Supply Chain Solutions, Inc. is a provider of end-to-end supply chain management and integrated third-party logistics solutions to a wide range of Fortune 100 companies in multiple industries including e-commerce, retail, food and beverage, industrial manufacturing, aerospace and defense, and government, among others. The company is based in Woonsocket, R.I. The Debtor filed Chapter 11 Petition (Bankr. D. Rhode Island Case No. 23-10570) on Aug. 31, 2023, with $1,458,047 in assets and $5,297,980 in liabilities. Alimamy D. Jabbie, Jr., president and chief executive officer, signed the petition. Judge Diane Finkle oversees the case. Thomas P. Quinn, Esq., at McLaughlinQuinn, LLC represents the Debtor as legal counsel. BENNETT MINERAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bennett Mineral Company, Inc. 1560 Rosemount Road Walkerton, VA 23177 Business Description: Bennett Mineral offers clay products for cat litter, industrial clay, and animal feed supplements. Chapter 11 Petition Date: September 13, 2023 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 23-33135 Debtor's Counsel: Kevin Funk, Esq. DURETTE, ARKEMA, GERSON & GILL PC 1111 East Main Street, 16th Floor Richmond, VA 23219 Tel: 804-775-6900 Fax: 804.775.6911 Email: kfunk@dagglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul J. Bennett, III as executive vice 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/NHZPCHI/Bennett_Mineral_Company_Inc__vaebke-23-33135__0001.0.pdf?mcid=tGE4TAMA BRANDYWINE OPERATING: Moody's Assigns 'Ba1' CFR, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Brandywine Operating Partnership, L.P.'s ("Brandywine" or "the REIT") senior unsecured notes ratings to Ba1 from Baa3 due to the expectation that its net debt to EBITDA and fixed charge coverage ratios will remain weak. In the same rating action, Moody's assigned a Ba1 Corporate Family Rating and an SGL-3 speculative grade liquidity rating (SGL) to the REIT. The outlook remains negative. The negative outlook reflects the potential for deterioration in the REIT's liquidity and fixed charge coverage over the next 4-6 quarters due to the modest retained cash flow relative to the bond maturity in October 2024 and the resulting reliance on asset sales and new capital to refinance the notes in difficult financing conditions for commercial real estate (CRE). Assignments: Issuer: Brandywine Operating Partnership, L.P. Corporate Family Rating, Assigned Ba1 Speculative Grade Liquidity Rating, Assigned SGL-3 Downgrades: Issuer: Brandywine Operating Partnership, L.P. Backed Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from Baa3 Outlook Actions: Issuer: Brandywine Operating Partnership, L.P. Outlook, Remains Negative RATINGS RATIONALE Brandywine's Ba1 CFR reflects its dominant position in the Philadelphia office market, the challenging leasing environment for office landlords due to the ongoing structural changes in the segment, elevated net debt to EBITDA, declining fixed charge coverage, and modest liquidity. Brandywine's credit profile benefits from a diverse tenant base, stable leasing outlook for the Philadelphia market and a laddered lease maturity schedule since these characteristics contribute to operating stability. Geographic concentration, and a smaller property portfolio than some rated peers creates vulnerability to regional economic conditions and can make it more expensive to raise capital. The REIT's portfolio metrics have deteriorated since YE 2019 but have stabilized in the last 3-4 quarters and are superior to the broader market averages. Brandywine's same-store NOI averaged 2.1% in the last 4 quarters and will likely remain in the low single digit range over the next few quarters with modest growth in rental rates offsetting the pressure on occupancy. However, the REIT's aggregate NOI would decline if it sells some of its assets as planned. The increase in debt outstanding with a flat trend in EBITDA has is leading Brandywine's net debt to EBITDA rising by about a turn in the last year. The higher interest rates, and to a lesser extent larger debt balance have weighed on its fixed charge coverage ratio that was 2.3x at the end of Q2 2023 on a trailing 12-month basis. Moody's expects that the REIT's net debt to EBITDA will remain above 8x through YE 2024 while fixed charge coverage will weaken further to the low 2x range because of the higher debt and refinancing at a higher rate. Brandywine's liquidity is adequate. However, there a large debt maturity in October 2024 when the REIT's $350 million, 4.1% coupon senior unsecured note matures. At the end of Q2 2023, the REIT had full availability on its $600 million revolver due June 2026 and $32 million of cash on hand. The challenging financing market for CRE will constrain its ability to sell assets and increase the cost of new financing. The REIT could fund the maturity by utilizing the revolver if necessary but this would reduce availability and weaken liquidity going forward. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Brandywine's ratings could be downgraded if net debt to EBITDA is higher than 9.0x and fixed charge coverage drops below 2.0x, both on a consistent basis. Weakness in occupancy, re-leasing spreads or operating margins, or a deterioration in liquidity could also cause a downgrade. Given the outlook, a ratings upgrade is unlikely and would require the REIT to increase earnings through occupancy above 90% and good pricing, and a moderate FAD payout ratio. Brandywine would also need to sustain net debt to EBITDA below 7.5x, fixed charge coverage above 2.5x, and maintain strong liquidity to be considered for an upgrade. Brandywine Operating Partnership, L.P. is the operating subsidiary of Brandywine Realty Trust (NYSE:BDN) which is a publicly traded office real estate investment trust (REIT) with a core focus in the Philadelphia, Austin and Washington, D.C. metro markets and revenue for the 12 months ended June 2023 was $510 million. As of June 30, 2023, the REIT owned 76 properties, including those in development, that contained an aggregate of approximately 13.4 million net rentable square feet. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. CACTUSRV.COM LLC: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ CactusRV.com, LLC asks the U.S. Bankruptcy Court for the District of Arizona for authority to use cash collateral in accordance with the budget, with a 20% variance, and provide adequate protection. Specifically, the Debtor needs to use the revenue generated from its sales to stay current on all required obligations. Cactus RV's current financial problems stem from the rising interest rates which have chilled consumer recreational spending, coupled with the Interstate 10 construction which has temporarily closed the off-ramp at Sunset Road which leads to the sales center. The I-10 construction, rising inflation and interest rates, and the changes that have occurred in the recreational vehicle landscape in general due to the elimination of social distancing restrictions have made it extremely difficult for Cactus RV to operate at a profit. Cactus RV filed for Chapter 11 relief in order to reduce its secured debt obligations under its flooring plans, which consist of curtailments and other high-interest obligations. A lien search has not revealed any UCCs filed against the Debtor. However, the Debtor believes one or more of its secured creditors with flooring plans may claim that the revenue generated by the business is "cash collateral" as defined in 11 U.S.C. section 363. The Lenders and the properties securing their respective interests are as follows: a. Huntington Distribution Finance, Inc., whose interest may be secured by the Debtor's various inventory; b. Northpoint Commercial Finance, whose interest may be secured by Debtor's various inventory; and c. Wells Fargo Commercial Distribution Finance, whose interest may be secured by the Debtor's various inventory. The Lenders, if any, will be adequately protected by the Debtor's continuation and preservation of the going concern value of its business, the replacement lien in the Debtor's assets, and by making adequate protection payments as set forth in the Budget. A copy of the motion and the Debtor's budget is available at https://urlcurt.com/u?l=3PHQnv from PacerMonitor.com. The Debtor projects $30,000 in net profit for September 2023. About CACTUSRV.COM LLC CACTUSRV.COM LLC offers a large selection of new and pre-owned toy haulers, travel trailers, and boats. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06136) on September 5, 2023. In the petition signed by Phillip E. Delaney, member, the Debtor disclosed $8,384,417 in assets and $7,290,539 in liabilities. Jody A. Corrales, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., represents the Debtor as legal counsel. CANDY CLUB: Seeks to Tap Jackson Walker as Bankruptcy Counsel ------------------------------------------------------------- Candy Club, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker, LLP. The Debtors require legal counsel to: (a) give advice with respect to the powers and duties of the Debtors in the continued management and operation of their business and property; (b) advise and consult on the conduct of the Debtors' Chapter 11 cases; (c) attend meetings and negotiate with representatives of creditors and other parties involved in the Debtors' bankruptcy cases; (d) take all necessary actions to protect and preserve the Debtors' estate; (e) prepare pleadings; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the bankruptcy court and any appellate courts to represent the interest of the Debtors' estate; (i) advise the Debtors regarding tax matters; (j) negotiate, prepare and seek approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. The hourly rates of Jackson Walker's counsel and staff are as follows: Partners $800 - $1,075 Associates $535 - $750 Paraprofessionals $230 - $250 In addition, the firm will seek reimbursement for expenses incurred. The Debtors paid a retainer to the firm in the amount of $165,000. Veronica Polnick, Esq., a partner at Jackson Walker, provided the following in response to the request for additional information set forth in Paragraph D.1 of the U.S. Trustee Fee Guidelines. Question: Did the firm agree to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement? Answer: No. The firm and the Debtors have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by the firm is appropriate and is not significantly different from (a) the rates that the Debtors charge for other non-bankruptcy representatives or (b) the rates of other comparably skilled professionals. Question: Do any of the firm professionals in this engagement vary their rate based on the geographical location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by the firm in representing the Debtors are consistent with the rates that the firm charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. Question: If the firm has represented the Debtors in the 12 months prepetition, disclose the firm's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If the firm's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Ms. Polnick's hourly rate is $750. The rates of other restructuring attorneys in the firm range from $535 to $1,075 an hour and the paraprofessional rates range from $230 to $250 per hour. The firm represented the Debtors during the weeks immediately before the petition date, using the foregoing hourly rates. Question: Have the Debtors approved the firm's budget and staffing plan, and if so, for what budget period? Answer: The firm has not prepared a budget and staffing plan. Ms. Polnick disclosed in a court filing that her firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Veronica A. Polnick, Esq. Jackson Walker, LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: vpolnick@jw.com About Candy Club Candy Club, LLC and its affiliates design, market, and sell premium, branded confectionary products in the United States. They distribute confections to over 12,000 customers across all 50 states. The Debtors filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-60048) on July 27, 2023. Tom Howley, Esq., at Howley Law, PLLC, has been appointed as Subchapter V trustee. In the petition signed by its chief executive officer, Keith Cohn, Candy Club reported $1 million to $10 million in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. Veronica A. Polnick, Esq., at Jackson Walker, LLP represents the Debtors as legal counsel. CCI HOLDINGS: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized CCI Holdings Group, LLC to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance, retroactive to July 14, 2023. As previously reported by the Troubled Company Reporter, Creditor CT Corporation System, as representative, may claim blanket liens against the Debtor's assets. The Debtor estimates that the collective claims of the Secured Creditors are secured by $285,6141. The Secured Creditor Assets include $112,512 in cash and $173,102 in accounts receivable. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in the Chapter 11 case. The court ruled that the Debtor may use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) one quarter of the current and necessary expenses set forth in the budget, and (c) additional amounts as may be expressly approved in writing by the Secured Creditors. The Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for December 28, 2023 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=2LyTJ6 from PacerMonitor.com. About CCI Holdings Group, LLC CCI Holdings Group, LLC is a licensed and bonded concrete contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02988) on July 14, 2023. In the petition signed by Petar J. Pitesa, authorized member, the Debtor disclosed $786,813 in assets and $1,330,069 in liabilities. Judge Catherine Peek McEwen oversees the case. Buddy D. Ford, Esq. represents the Debtor as legal counsel. CELL-NIQUE CORPORATION: Court OKs Cash Access Thru Sept 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York authorized Cell-Nique Corporation to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through September 30, 2023. Berkshire Bank claims a pre-petition perfected security interest in and lien on all of the Debtor's personal property, by reason of, among other things, (a) the U.S. Small Business Administration Note dated September 21, 2017 in the original maximum principal amount of $2.150 million, (b) the U.S. Small Business Administration Note dated September 21, 2017 in the original maximum principal amount of $325,000, (c) the Security Agreement dated September 21, 2017, and (d) the second Security Agreement dated September 21, 2017. Berkshire's security interest was perfected by the filing of a UCC Financing Statement with the Delaware Department of State on October 25,2021 as Filing No. 20218535578. On March 27, 2023, a Judgment upon Order was granted in the Albany County Supreme Court action in favor of Berkshire against all Obligors in the aggregate amount of $2 million due and owing to Berkshire on the Loans, plus interest at the statutory rate of interest of 9% until paid in full. The Judgment was transcribed to the Rensselaer County Clerk's Office and has become a lien on all property owned by the Obligors in Rensselaer County. The balance alleged to be due on account of the Judgment was approximately $2 million. As adequate protection of Berkshire's interest in the Collateral, including the cash collateral, Berkshire is granted, pursuant to 11 U.S.C. Sections 361(2), 363(c)(2) and 363(e) of the Bankruptcy Code, continuing valid, binding, enforceable and perfected liens and security interests as existed as of the Petition Date in and to the Collateral and all of the Debtor's accounts receivable. As further adequate protection of Berkshire's interest in the Collateral, including the cash collateral, the Debtor will make a payment to Berkshire in the amount of $1,000 on September 1, 2023. Berkshire agrees to a carve-out from its cash collateral for payment of fees due the office of the United States Trustee pursuant to 28 U.S.C. section 1930. A copy of the order is available at https://urlcurt.com/u?l=5astmX from PacerMonitor.com. About Cell-Nique Corporation Cell-Nique Corporation is a grocery and related product merchant wholesaler. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 23-10815) on August 10, 2023. In the petition signed by Daniel Ratner, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Robert E. Littlefield Jr. oversees the case. Peter A. Pastore, Esq., at O'Connell and Aronowitz, P.C., represents the Debtor as legal counsel. CENERGY LLC: Court OKs Cash Collateral Access Thru Feb 2024 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Wisconsin authorized Cenergy, LLC and Consumers Cooperative Association of Eau Claire to use cash collateral on an interim basis in accordance with the budget, through February 28, 2024. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral for reasonable and necessary costs of operating the Debtors' business. Oakwood Bank and the U.S. Small Business Administration assert an interest in the Debtor's cash collateral. Cenergy LLC is indebted to Oakwood Bank on a single note originally dated October 11, 2016 (renewed November 29, 2021), with a balance as of July 31, 2023 of $217,437. The annual interest rate on the note is 4.50%, with monthly payments of $5,738. The note is secured by a general business security agreement dated October 11, 2016, by which Cenergy granted Oakwood Bank a security interest in substantially all of its assets. Oakwood Bank perfected its interest in the Oakwood Collateral through its UCC-l financing statements filed with the Wisconsin Department of Financial Institutions on October 12, 2016. The value of the Oakwood Collateral is estimated for purposes of this cash collateral motion and remains subject to final determination. As of July 29, 2023, the Debtors combined had approximately $1.8 Million of inventory and $104,000 of accounts receivable. CCA is indebted to the U.S. Small Business Administration, which made an Economic Injury Disaster Loan to CCA on May 6, 2020, with a balance as of July 31, 2023 of approximately $148,000. The annual interest rate on the note is 3.75% with monthly payments of $731. The SBA note is secured by a general business security agreement dated May 6, 2020, by which CCA granted SBA a security interest in substantially all of CCA's assets, including all equipment. SBA perfected its interest in the SBA Collateral through its UCC-l financing statements filed with the Wisconsin Department of Financial Institutions on May 15, 2020. As of July 29, 2023, the Debtors combined had approximately $1.8 Million of inventory and $104,000 of accounts receivable. As adequate protection, Oakwood Bank and the SBA are granted replacement liens, in the same priority and upon the same classifications of collateral each had pre-petition in the Debtor's personal property. The Post-Petition Liens are perfected as of the Petition Date. These events constitute an "Event of Default": 1. Any failure to comply with a term or requirement of the Order; 2. The dismissal of these pending bankruptcy cases; 3. The appointment by the Court in any of the bankruptcy cases of a trustee to perform certain duties generally reserved to a debtor in possession; 4. Cancellation or lapse of any of the Debtors' insurance policies that insure the Collateral; and 5. Cessation of normal business operations by Debtors. A final hearing on the matter is set for September 28, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=K4AOy2 from PacerMonitor.com. About Cenergy, LLC Cenergy, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Wisc. Case No. 23-11558) on September 1, 2023. In the petition signed by K. Michael Buck, authorized individual, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Craig E. Stevenson, Esq., at Dewitt LLP, represents the Debtor as legal counsel. CLEMMER'S CONSTRUCTION: Seeks to Tap Edward Bowers as Accountant ---------------------------------------------------------------- Clemmer's Construction, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Edward Bowers, CPA, a partner at Middleswarth, Bowers & Co. LLP. The Debtor requires an accountant to: (a) report to the court regarding the financial status of the Debtor; (b) assume primary responsibility for bringing the books and records of the Debtor; (c) review the Debtor's books and records to ascertain and confirm the existence or non-existence of voidable preferences and fraudulent transfers; (d) determine whether any money or other property of the Debtor was diverted to principals of the Debtor or entities controlled by principals of the Debtor; and (e) provide other accounting services. Mr. Bowers and other partners will be paid an hourly fee of $300 while bookkeepers will be compensated at $85 per hour. Prior to the petition date, Mr. Bowers received a payment of $2,500 from the Debtor. Mr. Bowers disclosed in a court filing that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Edward Bowers, CPA Middleswarth, Bowers & Co. LLP 219 Wilmot Dr. Gastonia, NC 28054 Telephone: (704) 867-2394 Facsimile: (704) 867-5303 Email: ebowers@mbcpafirm.com About Clemmer's Construction Clemmer's Construction, LLC filed Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-40136) on Aug. 3, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge J. Craig Whitley presides over the case. The Debtor tapped R. Keith Johnson, Esq., at the Law Offices of R. Keith Johnson, P.A. as bankruptcy counsel and Edward Bowers, CPA, at Middleswarth, Bowers & Co. LLP as accountant. COMPLETE COMPANIES: Glen Watson Named Subchapter V Trustee ---------------------------------------------------------- The Acting U.S. Trustee for Region 8 appointed Glen Watson, Esq., at Watson Law Group, PLLC as Subchapter V trustee for Complete Companies Inc. Mr. Watson will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Watson declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Glen Watson, Esq., Watson Law Group, PLLC 1114 17th Av. S., Suite 201 P.O. Box 121950 Nashville, TN 37212 Phone: (615) 823-4680 Email: glen@watsonpllc.com About Complete Companies Complete Companies Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 23-03136) on Aug. 29, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Marian F. Harrison oversees the case. Adrienne N. Trammell-Love, Esq., at Trammell Love Law Firm represents the Debtor as legal counsel. CORE SCIENTIFIC: Amends Convertible Notes Secured Claims -------------------------------------------------------- Core Scientific, Inc., and its affiliates submitted a Second Amended Joint Chapter 11 Plan and Disclosure Statement dated September 7, 2023. The Plan provides for a comprehensive restructuring of the Debtors' balance sheet and will strengthen the Debtors by substantially reducing their debt and preserving in excess of 240 jobs. Specifically, the proposed restructuring contemplates, among other things: * 100% recoveries to all Classes of creditors (other than Section 510(b) Claims and creditors that have agreed to accept lesser treatment) in the form of (i) equity("New Common Interests") in in Core Scientific, Inc. (after the Effective Date, the "Reorganized Parent"), (ii) debt ("take-back debt,") issued and/or guaranteed by one or more of the Debtors (on and after the Effective Date, collectively, the "Reorganized Debtors"), (iii) a combination of New Common Interests and take-back debt, or (iv) reinstatement of claims. * Distributions to Holders of Existing Common Interests in the form of (i) New Common Interests, consisting of all residual value remaining after providing recoveries to all other Claims, (ii) warrants (the "New Warrants"), and (iii) a right to subscribe for New Common Interests at a price per share that reflects a 20% discount to the Plan Equity Value, based on an Enterprise Value of $2 billion ("Subscription Rights"). * Distributions to Holders of Allowed Section 510(b) Claims (if any) in the form of (i) New Common Interests, consisting of all residual value remaining after providing recoveries to all other Claims, (ii) New Warrants, and (iii) either Cash, New Common Interests, New Warrants, or some combination thereof with a substantially similar value to the Subscription Rights. * A minimum $55 million Rights Offering made available to holders of Existing Common Interests, which is expected to be backstopped by the Backstop Parties pursuant to a to-be-finalized backstop commitment agreement (the "Backstop Commitment Agreement"). and will be implemented through customary subscription documentation and procedures (the "Rights Offering Procedures"), which will be filed in a form and substance reasonably acceptable to the Debtors and the Backstop Parties. The Rights Offering Procedures will be subject to Bankruptcy Court approval and will be provided to all Holders of Existing Common Interests. As of the date hereof, the Debtors are close to finalizing the Backstop Commitment Agreement. Once finalized, the Debtors' intend to file motion seeking Bankruptcy Court approval of the Backstop Commitment Agreement to be heard at the hearing to consider conditional approval of the Disclosure Statement. * An approximately $80 million delayed draw term loan from the DIP Lenders (the "Exit Facility"), consisting of (i) $25 million of new money financing, (ii) a roll-up of the outstanding balance of the DIP Facility, and (iii) a roll-up of the B. Riley Unsecured Claim, which B. Riley has agreed to reduce from $44.3 million (as of the assumed Effective Date of October 31, 2023) to $38 million. * A committed equity line of credit from the DIP Lenders in the amount of $150 million (the "New B. Riley ELOC Facility"). * A reduction of current debt on the Debtors' balance sheet by approximately $54–239 million and a reduction in the Debtors’ annual debt service by approximately $42–56 million, each depending upon certain creditor elections under the Plan. Class 1 consists of the April Convertible Notes Secured Claims. Except to the extent that a Holder of an Allowed April Convertible Notes Secured Claim (i) agrees to a less favorable treatment of such Claim or (ii) timely elects the April Convertible Noteholder Treatment Settlement Election on or before the Voting Deadline, each such Holder shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, on the Effective Date or as soon as reasonably practicable thereafter:, a New April Secured Note (Default) in the principal amount of such Holder's Pro Rata Share of the Allowed Non-Settled April Convertible Notes Secured Claims Amount (the "Default April Convertible Noteholder Treatment"). Each Holder of an Allowed April Convertible Notes Secured Claim may elect on its Ballot to receive on the Effective Date, or as soon as reasonably practicable thereafter, in lieu of the Default April Convertible Noteholder Treatment, in each case in full and final satisfaction, settlement, release, and discharge of such Holder's Allowed April Convertible Notes Secured Claim, (a) New Notes in the principal amount of a percentage (up to 100%) of such Holder's Pro Rata Share of the Settled April Convertible Notes Secured Claims Amount, which percentage such Holder shall elect on its Ballot (the "Elected Percentage") and (b) on account of the Holder's remaining Pro Rata Share of the Settled April Convertible Notes Secured Claims Amount after taking into account the Elected Percentage (the "Remaining Claim Amount"), (i) a New April Secured Note (Settlement Election) in the principal amount of 50% of the Remaining Claim Amount and (ii) New Common Interests with a value, based on Plan Value, equal to 50% of the Remaining Claim Amount. Class 2 consists of August Convertible Notes Secured Claims. Except to the extent that a Holder of an Allowed August Convertible Notes Secured Claim (i) agrees to a less favorable treatment of such Claim or (ii) timely elects the August Convertible Noteholder Treatment Settlement Election on or before the Voting Deadline, each such Holder shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, on the Effective Date or as soon as reasonably practicable thereafter: * a New August Secured Note (Default) in the principal amount of such Holder's Pro Rata Share of the Allowed August Convertible Notes Secured Claims Amount (the "Default August Convertible Noteholder Treatment"). Each Holder of an Allowed August Convertible Notes Secured Claim may elect on its Ballot to receive on the Effective Date, or as soon as reasonably practicable thereafter, in lieu of the Default August Convertible Noteholder Treatment, in each case in full and final satisfaction, settlement, release, and discharge of such Holder's Allowed August Convertible Notes Secured Claim, (i) a New August Secured Note (Settlement Election) in the principal amount of 50% of such Holder's Pro Rata Share of the Allowed August Convertible Notes Secured Claims Amount and (ii) New Common Interests with a value, based on Plan Value, equal to 50% of such Holder's Pro Rata Share of the Allowed August Convertible Notes Secured Claims Amount (the "August Convertible Noteholder Treatment Settlement Election"). Like in the prior iteration of the Plan, each such Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, on the Effective Date, or as soon as reasonably practicable thereafter, New Common Interests with a value, based on Plan Value, equal to 100% of such Holder's Allowed General Unsecured Claim. A full-text copy of the Second Amended Plan dated September 7, 2023 is available at https://urlcurt.com/u?l=VIJ0fe from Stretto, the claims agent. Attorneys for Debtors: Ray C. Schrock, Esq. Ronit J. Berkovich, Esq. Weil, Gotshal & Manges LLP Ray C. Schrock, P.C. 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Email: ray.schrock@weil.com WEIL, GOTSHAL & MANGES LLP Alfredo R. Perez, Esq. Clifford Carlson, Esq. 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 About Core Scientific Core Scientific, Inc. (OTCMKTS: CORZQ) is the largest U.S. publicly-traded Bitcoin mining company in computing power. Core Scientific, which was formed following a business combination in July 2021 with blank check company XPDI, is a large-scale operator of dedicated, purpose-built facilities for digital asset mining colocation services and a provider of blockchain infrastructure, software solutions and services. Core mines Bitcoin, Ethereum and other digital assets for third-party hosting customers and for its own account at its six fully operational data centers in North Carolina (2), Georgia (2), North Dakota (1) and Kentucky (1). Core was formed following a business combination in July 2021 with XPDI, a blank check company. In July 2022, one of the Company's largest customers, Celsius Mining LLC, filed for Chapter 11 bankruptcy in New York. With low Bitcoin prices depressing mining revenue to a record low, Core Scientific first warned in October 2022 that it may have to file for bankruptcy if the company can't find more funding to repay its debt that amounts to over $1 billion. Core Scientific did not make payments that came due in late October and early November 2022 with respect to several of its equipment and other financings, including its two bridge promissory notes. Core Scientific and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-90341) on Dec. 21, 2022. As of Sept. 30, 2022, Core Scientific had total assets of US$1.4 billion and total liabilities of US$1.3 billion. Judge David R. Jones oversees the cases. The Debtors hired Weil, Gotshal & Manges, LLP as legal counsel; PJT artners, LP as investment banker; and AlixPartners, LLP as financial advisor. Stretto is the claims agent. A group of Core Scientific convertible bondholders is working with restructuring lawyers at Paul Hastings. Meanwhile, B. Riley Commercial Capital, LLC, as administrative agent under the Replacement DIP facility, is represented by Choate, Hall & Stewart, LLP. On Jan. 9, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Willkie Farr & Gallagher, LLP as legal counsel and Ducera Partners, LLC as investment banker. The U.S. Trustee for Region 7 appointed an official committee of equity security holders. The equity committee is represented by Vinson & Elkins, LLP. DELDOR WELLNESS: Taps Norgaard, O'Boyle & Hannon as Legal Counsel ----------------------------------------------------------------- Deldor Wellness, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to employ Norgaard, O'Boyle & Hannon as its legal counsel. The Debtor requires legal counsel to: (a) prepare bankruptcy schedules, ancillary reports and legal documents; (b) assist in the preparation of a Chapter 11 plan of reorganization; and (c) advise the Debtor in connection with its rights and duties. The hourly rates of the firm's counsel and staff are as follows: Partners $375 - $425 Senior Associates $325 Associates $250 - $300 Paralegals $150 Brian Hannon, Esq., an attorney at Norgaard, O'Boyle & Hannon, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Brian Hannon, Esq. Norgaard, O'Boyle & Hannon 184 Grand Avenue Englewood, NJ 07631 Telephone: (201) 871-1333 Email: bhannon@norgaardfirm.com About Deldor Wellness Deldor Wellness, Inc. filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-17422) on Aug. 25, 2023, with 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. DEPENDABLE LAWN: Court OKs Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division authorized Dependable Lawn Care, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor is authorized to use cash in its possession and may pay payroll and payroll expenses for the September 8, 2023 payroll not to exceed $36,000 plus applicable employer paid taxes. The Debtor is not authorized at this time to use cash collateral except for payroll and payroll expenses related to the September 8, 2023 payroll. Newtek Small Business Finance, LLC is granted as adequate protection for any diminution in the value of its prepetition collateral and the proceeds thereof a valid, perfected and enforceable first priority security interest in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date, including, without limitation, cash in the possession of the Debtor resulting from any operations on the Property or the landscaping business, and the proceeds thereof, which Replacement Liens will be in addition to the security interests of Newtek Small Business Finance, LLC in the Prepetition Collateral, and the proceeds thereof, and cash in the Debtor's possession, in the same order of priority as such security interests existed on the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=KsNmCb from PacerMonitor.com. About Dependable Lawn Care, Inc. Dependable Lawn Care, Inc. is primarily engaged in performing a variety of lawn and garden services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on September 1, 2023. In the petition signed by Robert D. Walker, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Deborah L. Thorne oversees the case. Paul M. Bach, Esq., at Bach Law Offices, represents the Debtor as legal counsel. DEPETRIS FAMILY: Seeks to Hire Allen B. Dubroff as Legal Counsel ---------------------------------------------------------------- DePetris Family, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Allen B. Dubroff, Esquire & Associates, LLC to handle its Chapter 11 case. Allen Dubroff, Esq., at Allen B. Dubroff, Esquire & Associates will be billed at his hourly rate of $550. After applying the retainer to pre-bankruptcy billings at the time of filing on Aug. 25, there was a balance remaining on the retainer of $6,500 as of the petition date. Mr. Dubroff disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Allen B. Dubroff, Esq. Allen B. Dubroff, Esquire & Associates, LLC 1500 JFK Boulevard, Suite 1020 Philadelphia, PA 19102 Telephone: (215) 568-2700 Email: allen@dubrofflawllc.com About DePetris Family DePetris Family, LLC filed Chapter 11 petition (Bankr. E.D. Pa. Case No. 23-12542) on Aug. 25, 2023, with $10 million to $50 million in both assets and liabilities. James DePetris, manager, signed the petition. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esquire & Associates, LLC serves as the Debtor's legal counsel. DIOCESE OF ROCKVILLE CENTRE: Judge Frustrated at Fees in Ch. 11 --------------------------------------------------------------- Vince Sullivan of Law360 reports that a New York bankruptcy judge expressed frustration Wednesday, September 6, 2023, with the lack of progress toward a Chapter 11 plan for the Roman Catholic Diocese of Rockville Centre, saying he was "aghast" at the fees professionals have accrued in recent weeks. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. To deal with sexual abuse claims, the Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DIVERSITY FREIGHT: Taps DeBlasio & DeBlasio Assocs. as Accountant ----------------------------------------------------------------- Diversity Freight Lines Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ DeBlasio & DeBlasio Associates as its accountant. The services to be performed by the accountant include the preparation of annual returns and quarterly returns, assistance with books, general tax advice, and the preparation of monthly operating reports. The rates for services to be performed range from $120 to $350 per hour depending on the professional providing the service and the scope of the work performed. Pasquale DeBlasio, CPA, a member of DeBlasio & DeBlasio Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Pasquale B. DeBlasio, CPA DeBlasio & DeBlasio Associates 447 Washington Avenue Bridgeville, PA 15017 Telephone: (412) 221-7100 Facsimile: (412) 221-7306 Email: skey@deblasiogroup.com About Diversity Freight Lines Diversity Freight Lines, Inc., a trucking company in Pennsylvania, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21584) on July 27, 2023, with $1 million to $10 million in both assets and liabilities. Kanatbek Nurmamatov, president, signed the petition. Judge Gregory L. Taddonio oversees the case. The Debtor tapped Christopher M. Frye, Esq., at Steidl & Steiberg, P.C. as legal counsel and Pasquale B. DeBlasio, CPA, at DeBlasio & DeBlasio Associates as accountant. ELKHORN EXPLORATION: Case Summary & 18 Unsecured Creditors ---------------------------------------------------------- Debtor: Elkhorn Exploration Co. 2702 E. Fifth Street Tyler, TX 75701 Business Description: The Debtor is part of the oil and gas extraction industry. Chapter 11 Petition Date: September 13, 2023 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 23-60451 Debtor's Counsel: Robert DeMarco, Esq. DEMARCO MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Total Assets: $142,000 Total Liabilities: $4,831,817 The petition was signed by John B. Diefenbach as sole director and president/CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NOLZ35Y/Elkhorn_Exploration_Co__txebke-23-60451__0001.0.pdf?mcid=tGE4TAMA ELMER ANGELO: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, authorized Elmer Angelo, Inc. to use cash collateral on an interim basis in accordance with the budget. Prior to the filing of the case, the Debtor turned off gas and electricity at its four laundromats due to a large past due balance. While the Debtor was able to delay the shutoff of utility services by making payments for new services, it was unable to pay the past due amounts, thus causing the utility shutoffs. After the filing of the case, the Debtor contacted Pacific Gas and Electric and has arranged for the gas and electric to be turned on at all four locations. Gas and electrical services have now been restored at three of the Debtor's four locations. The Debtor anticipates the restoration at its remaining location by September 6 or September 7. The first and most urgent expense is payroll. There are currently 11 employees which are owed payroll for services through August 27, 2023 (pre-petition wages). The total net payroll due to the employees (excluding officers and shareholders) is $8,983. The payroll period for these wages ended August 27, 2023 and employees were to be paid September 1,2023. Due to the filing of the case and the lack of sufficient cash to pay employees prior to filing, such wages were not paid prior to the filing of the case. In connection with the payroll for the period ending August 27,2023, the Debtor must withhold $2,200. Net wages plus withholdings totals $11,183. In addition to payroll, the Debtor has a bill owed to Fairfield Utility for water use at the Fairfield location. The total amount owed to Fairfield Utility is approximately $8,850 with an amount of $2,344 required to be paid to prevent termination of services. As a laundromat water is essential for the business to continue. The Debtor is therefore requesting authorization to pay the $2,344 to prevent the termination of water services. The Debtor is permitted to use cash collateral to: 1. pay the employee payroll for the periods ending August 27,2023 (in the net amount of $8,983) and September 10, 2023. This authorization is limited to priority claims under 11 U.S.C. sections 507(a)(4) and (5). Employee payroll being authorized will not include payroll for insiders, officers, or shareholders of Debtor. 2. Payroll withholdings for the periods ending August 27,2023 (in the amount of $2,200) and September 10,2023 will be placed in a Debtor In Possession bank account pending payment to the appropriate taxing authorities; 3. Pay Fairfield Utility a deposit in the amount of $2,344 for water services as adequate assurance pursuant to 11 U.S.C. section 366; and 4. Use a total of $3,300 cash, to maintain cash at each of the Debtor's four locations to conduct normal business operations. A further hearing on the matter is available at September 25 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=5SVnOo from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=GGnlCo from PacerMonitor.com. About Elmer Angelo, Inc. Elmer Angelo, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 23-22984) on August 30, 2023. In the petition signed by Norman Laukkanen, chief financial officer, the Debtor disclosed up to $100,000 in assets and up to $10 million in liabilities. Mark A. Wolff, Esq., at Wolff & Wolff, represents the Debtor as legal counsel. ELMER ANGELO: Walter Dahl Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 17 appointed Walter Dahl, Esq., a partner at Dahl Law, as Subchapter V trustee for Elmer Angelo, Inc. Mr. Dahl will be compensated at $435 per hour for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. In court filings, Mr. Dahl declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Walter R. Dahl Dahl Law 2304 "N" Street Sacramento, CA 95816-5716 Telephone: (916) 446-8800 Telecopier: (916) 741-3346 About Elmer Angelo Elmer Angelo, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 23-22984) on Aug. 30, 2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Norman Laukkanen, chief financial officer, signed the petition. Judge Christopher M. Klein oversees the case. Mark A. Wolff, Esq., at Wolff & Wolff represents the Debtor as legal counsel. FTX GROUP: Examiner Seeks OK of $111 Million Professional Fees -------------------------------------------------------------- Rick Archer of Law360 reports that the court-appointed fee examiner in the FTX Chapter 11 has recommended the Delaware bankruptcy judge overseeing the case give interim approval for more than $111 million in professional fees and expenses for the second three months of the case. About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. FTX GROUP: Jail Appeal of SBF 'Trivializes' the Diary Leak ---------------------------------------------------------- Rachel Scharf of Law360 reports that Manhattan federal prosecutors urged the Second Circuit on Tuesday to keep Sam Bankman-Fried in pretrial detention for leaking a key witness's diary to the media, saying the FTX founder's appeal "trivializes the severity of his conduct and the plain intention behind it." 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. GAI VAPE: GAI Unsecured Creditors to Split $21K over 3 Years ------------------------------------------------------------ GAI Vape, LLC, d/b/a Vape 108, and its Affiliates filed with the U.S. Bankruptcy Court for the Eastern District of Wisconsin a Plan of Reorganization dated September 7, 2023. Hunter G. Arms and William R. Gehrke (the "Individuals") are the owners and sole members of GAI Vape, LLC dba Vape 108 and GAI Remodeling, LLC dba Indigo Remodeling. The Individuals are entrepreneurs whom operate small businesses in Wisconsin and Illinois. GAI Vape owns and operates a retail store located in West Allis, Wisconsin. GAI Remodeling operated as a general contractor located in Skokie, Illinois. Despite the Individuals' efforts, GAI Printing was unable to turn its operations around. The default on the GAI Printing's purchase loan placed the Individuals, GAI Vape, and GAI Remodeling in jeopardy through their guarantees. In order to preserve the Debtors' operations, they filed voluntary petitions for relief under chapter 11 subchapter V of the bankruptcy Code on June 9, 2023 (the "Petition Date"). The Individuals project that they will have $6,266 net of taxes and expenses on a monthly basis, or $75,192 on an annual basis. The Individual debtors' financial projections show they will have projected disposable income of $225,576. GAI Vape projects that it will have projected annual disposable income of $76,419, or the Debtors' financial projections show that the Debtors will have projected disposable income of $229,257. The final Plan payment is expected to be paid three years after the effective date. Secured creditors will be paid over a longer period of time. This Plan is being proposed under subchapter V of chapter 11 of the Code. It proposes to pay creditors of the Debtors from the future and income and cash flow from business operations. All non-priority unsecured claims against GAI Vape are in Class 7A and will share on a pro rata basis from $20,700 paid over three years in equal quarterly installments, commencing on March 15, 2024 after any fees of the Subchapter V Trustee are paid for the continuing involvement to monitor payments. Any non-priority unsecured claim arising from the guaranty of a claim deemed fully secured under the Plan shall receive no distribution under Class 7A. Instead, the guaranty shall be modified to conform with the terms of the Plan and continue to guaranty the amount of the claim that is deemed to be fully secured. All non-priority unsecured claims against the Individuals are in Class 7B and will share on a pro rata basis from a total of $48,300 paid in equal quarterly installments of $2,025 for the first two years after the Effective Date and then in equal quarterly installments of $8,025 for the last year, commencing on March 15, 2024 after any fees of the Subchapter V Trustee are paid for the continuing involvement to monitor payments. Any non-priority unsecured claim arising from the guaranty of a claim deemed fully secured under the Plan shall receive no distribution under Class 7B. Instead, the guaranty shall be modified to conform with the terms of the Plan and continue to guaranty the amount of the claim that is deemed to be fully secured. The interests of the equity security holders in GAI Vape shall retain their interests and are not impaired by the Plan. The Individuals shall retain their interests and are not impaired by the Plan. The Debtors shall implement the Plan through future income from the Individuals' employment and operations of GAI Vape. A full-text copy of the Plan of Reorganization dated September 7, 2023 is available at https://urlcurt.com/u?l=WBmrGl from PacerMonitor.com at no charge. Attorneys for the Debtors: Kerkman & Dunn Evan P. Schmit, Esq. 839 N. Jefferson St., Suite 400 Milwaukee, WI 53202-3744 Phone: 414.277.8200 Facsimile: 414.277.0100 Email: eschmit@kerkmandunn.com About GAI Vape GAI Vape, LLC, d/b/a Vape 108, owns and operates a retail store located in West Allis, Wisconsin. The Debtor filed a Chapter 11 petition (Bankr. E.D. Wisc. Case No. 23-22644) on June 9, 2023, with $100,001 to $500,000 in assets and liabilities. Judge G. Michael Halfenger oversees the case. Nicholas Kerkman of Kerkman & Dunn is the Debtor's Counsel. GENESIS GLOBAL: Gains Additional Time to File Payout Plan --------------------------------------------------------- Steven Church of Bloomberg News reports that bankrupt cryptocurrency lender Genesis Global Holdco LLC won an extra 30 days to finish writing a creditor payout plan over the objections from holdouts who want to file a competing proposal built around suing the company's parent, Digital Currency Group. The judge overseeing Genesis' Chapter 11 case dismissed the arguments of a group of creditors including Gemini Trust Co., who claim creditors could get more by pressing a lawsuit against Barry Silbert's DCG instead of settling the dispute. Genesis has a tentative deal with DCG that would pay hundreds of millions of dollars to creditors. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GENESIS GLOBAL: Sues DCG Over $620 Million Unpaid Loan ------------------------------------------------------ Jonathan Randles of Bloomberg Law reports that bankrupt cryptocurrency lender Genesis Global Holdco LLC sued its parent, Digital Currency Group, seeking to recover about $620 million in outstanding loans despite ongoing settlement talks. Genesis sued Barry Silbert's DCG and DCG International Investments Ltd. on Wednesday, September 6, 2023, in New York bankruptcy court but asserted that the companies will keep discussing a potential deal that could end the dispute. The lawsuits were filed after Genesis unveiled a $1.4 billion debt repayment plan backed by some of its customers but which isn't supported by other key creditors. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc. as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GLOBAL NET: S&P Affirms 'BB+' ICR on The Necessity Retail Merger ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issuer credit rating on Global Net Lease Inc. (GNL) and its 'BBB-' issue-level rating on the company's senior unsecured notes with a '2' recovery rating. The negative outlook reflects our expectation for GNL's leverage to remain elevated, with S&P Global Ratings-adjusted debt to EBITDA in the low- to mid-9x area over the next 12 months. S&P said, "Similarly, we believe that the company's high revolver balance could pose refinancing risk given elevated interest rates and volatile capital market conditions. We anticipate the combined company will benefit from enhanced cost and leasing efficiencies given the complementary portfolios, with general and administrative (G&A) costs rationalized from the elimination of external management fees. GNL acquisition of The Necessity Retail REIT (RTL; BB/WatchPos/--) increases scale meaningfully, modestly improves portfolio diversification, and should slightly reduce leverage. This assumes the company achieves its targeted merger synergies, including eliminating sizeable management fees related to the internalization of the management structure over the next year. These favorable factors are largely offset by GNL's persistent heavy reliance on its revolving credit facility that matures in 2026, and elevated S&P Global Ratings-adjusted debt to EBITDA, which was 10.1x as of June 30, 2023. Global Net Lease's elevated leverage and high revolver usage create challenging refinancing conditions. As of June 30, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA was 10.1x, compared to 8.8x one year prior. S&P said, "While we expect it to improve to the low- to mid-9x area over the next year, supported by synergies related to the merger and EBITDA contributions from the acquisition, there is limited cushion to our downside threshold for the rating. Moreover, as of June 30, 2023, the company had approximately $1 billion outstanding on its $1.45 billion revolving credit facility. The company has received commitment to increase the size by $500 million, utilizing its accordion feature on the facility, with the plan to use the increased capacity on the revolver to facilitate the repayment of RTL's credit facility, which the company anticipates will be approximately $600 million. We believe this low revolver availability limits a key liquidity source for the company, and the need to refinance the balance poses a risk given the volatile capital market conditions and GNL's high cost of capital." S&P said, "GNL's merger with The Necessity Retail REIT modestly improves our view of the company's business. The merger increases GNL's scale, improves tenant and geographic diversification, and internalizes management. Global Net Lease acquired The Necessity Retail REIT (RTL) in an all-stock transaction with an estimated purchase price of $4.0 billion. Pro forma for the close of the transaction, GNL will be among the five largest publicly-traded net lease REITs with a gross book value of $9.5 billion, comprising 1,308 properties totaling 66.9 million square feet. We believe the merger will result in a slight improvement in the overall quality of GNL's portfolio given the reduction of office and tenant concentration, coupled with enhanced profitability from doubling in scale. Pro forma for the merger, the company's subsector exposure is 48% retail, 31% industrial, and 20% office, with a top 10 tenant concentration of 20% (down from 32% on a stand-alone basis) and with investment-grade tenants representing 57% of annualized base rents (ABR). Moreover, the company's geographic exposure migrates to approximately 80% of ABR from the U.S. and Canada and 20% from Europe, compared to 61% and 39% previously, driven by RTL's domestic focus. "The negative outlook reflects our expectation for GNL's leverage to remain elevated, with S&P Global Ratings-adjusted debt to EBITDA in the low- to mid-9x area over the next 12 months. Similarly, we believe the company's high revolver balance could pose refinancing risk given elevated interest rates and volatile capital market conditions. We anticipate the combined company will benefit from enhanced cost and leasing efficiencies given the complementary portfolios, with G&A costs rationalized from the elimination of external management fees. We expect the combined company's operating performance will remain stable, supported by its long-term triple-net leases and diversified portfolio." S&P could lower the rating if: -- The company fails to materially reduce its borrowings under its revolving credit facility over the next 12 months; -- S&P Global Ratings-adjusted debt to EBITDA is sustained above 9.5x due to debt financed acquisitions or a failure to capture targeted cost synergies; -- Fixed-charge coverage declines and is sustained below 1.9x; -- Operating performance deteriorates for a prolonged period and compares unfavorably to peers and our expectations; or -- S&P could lower its 'BBB-' issue-level rating if GNL incurs additional property-level debt that diminishes the recovery prospects for unsecured bondholders below 70%. S&P could revise the outlook back to stable if: -- Credit metrics improve such that S&P Global Ratings-adjusted debt to EBITDA improves to the low-9x area with fixed-charge coverage sustained at or above 1.9x; -- The company is able to successfully refinance its revolver with a more permanent forms of capital; and -- Operating performance remains relatively solid with no major tenant issues, demonstrating continued cash flow stability. GRACO SERVICES: Linda Gore Named Subchapter V Trustee ----------------------------------------------------- The U.S. Bankruptcy Administrator for the Northern District of Alabama appointed Linda Gore as Subchapter V trustee for Graco Services, Inc. The Subchapter V trustee can be reached at: Linda B. Gore Post Office Box 1338 Gadsden, AL 35902 Telephone No. (256) 393-5492 Email: linda@ch13gadsden.com About Graco Services Graco Services, Inc. filed filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-81577) on Aug. 28, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Clifton R. Jessup Jr. oversees the case. C. Taylor Crockett, Esq., at C. Taylor Crockett, P.C. represents the Debtor as legal counsel. GRAYSON REAL: Exclusivity Period Extended to December 11 -------------------------------------------------------- Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western District of North Carolina extended the exclusive period within which Grayson Real Estate, LLC may file a Chapter 11 plan to December 11, 2023. The judge also extended the exclusive period within which the Debtor may solicit acceptances of its filed plan to February 9, 2024. About Grayson Real Estate Grayson Real Estate, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50125) on May 15, 2023. In the petition signed by Van D. Stamey, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laura T. Beyer oversees the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents the Debtor as legal counsel. GREAT CATERERS: Heidi Sorvino Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 2 appointed Heidi Sorvino, Esq., at White and Williams, LLP, as Subchapter V trustee for Great Caterers, LLC. Ms. Sorvino will be paid an hourly fee of $850 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Sorvino declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Heidi J. Sorvino, Esq. White and Williams, LLP 7 Times Square, Suite 2900 New York, NY 10036-6524 Phone: 212-631-4417 Email: Sorvinoh@whiteandwilliams.com About Great Caterers Great Caterers, LLC is a full-service restaurant in New York. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11383) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Roland Semaan, manager, signed the petition. Judge David S. Jones oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtor as legal counsel. GUR-MEAT INC: Court OKs Cash Collateral Access Thru Nov 10 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Gur-Meat, Inc. to use cash collateral in accordance with its agreement with Banco Popular de Puerto Rico, through November 10, 2023. BPPR agreed to an extension on the use of the cash collateral under the Credit Agreement and the Loan Documents until November 10, 2023. During the period the Debtor is permitted to use the cash collateral solely to satisfy the permitted expenditures detailed and described in the Budget. BPPR's consent to the use of cash collateral and the Debtors' right to use the cash collateral on a consensual basis will terminate automatically on the earlier of: (a) the occurrence of an Event of Default; or, (b) the culmination of the Extended Stipulation Period, in the event the Parties are unable to reach a written agreement to further extend the Stipulation. Although no adequate protection payments will be made to BPPR during the Extended Stipulation Period, BPPR has stated to the Debtor that it expects to commence receiving payments from Debtor starting on November 15, 2023, and that any further extensions of the Extended Stipulation End Date will be conditioned on the receipt thereof. A copy of the stipulation and the Debtor's budget is available at https://urlcurt.com/u?l=5NiJPI from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $98,991 for September 2023; and $120,541 for October 2023. A copy of the order is available at https://urlcurt.com/u?l=58uKia from PacerMonitor.com. About Gur-Meat Inc. Gur-Meat Inc. is engaged in the business of processing meat products and the selling of pre-packaged food products to fast food restaurants and other constituents of the food industry since March 2009. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-01914) on June 23, 2023. In the petition signed by Mariely Ramos Rojas, president, the Debtor disclosed $292,906 in assets and $3,598,904 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. Javier Vilarino, Esq., at Villarino and Associates, represents the Debtor as legal counsel. HARTMAN SPE: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Hartman SPE, LLC 2909 Hillcroft, Suite 420 Houston, TX 77057 Business Description: Hartman SPE is a lessor of nonresidential buildings. Chapter 11 Petition Date: September 13, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-11452 Judge: Hon. Mary F. Walrath Debtor's Delaware Counsel: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE, LLP 1313 N. Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0193 Email: chipman@chipmanbrown.com Debtor's Counsel: KATTEN MUCHIN ROSENMAN LLP Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by David Wheeler as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/I3XTV6Q/Hartman_SPE_LLC__debke-23-11452__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. 4M Building Solutions Inc. Trade Debt $205,074 6231 Raytown Rd. Raytown, MO 64133 2. All Tex Roofing LLC Trade Debt $113,406 5605 Creekmont Dr Houston, TX 77091-4916 3. Amaya Construction Inc. Trade Debt $204,844 9507 Deep Valley Drive Houston, TX 77044 4. Amity Construction Company Trade Debt $125,011 1404 Brookside Drive Carrollton, TX 75007 5. Amtech Elevator Services Trade Debt $143,052 1289 N. Post Oak Rd Houston, TX 77055 6. Avail Security Group, LLC Trade Debt $113,894 11811 N Freeway Suite 301 Houston, TX 77060 7. Business Floor Trade Debt $284,827 Solutions Inc. 5805 Centralcrest Houston, TX 77092 8. CFI Mechanical Inc. Trade Debt $81,693 6109 Brittmoore Road Houston, TX 77041 9. CRE Group, LLC Trade Debt $93,162 DBA Caprock Electric 900 Hogan Street Houston, TX 77009 10. Engie Resources LLC Trade Debt $898,938 1360 Post Oak Blvd Suite 400 Houston, TX 77056 11. Goldman Sachs Trade Debt $439,661 2001 Ross Avenue 31st Floor Dallas, TX 75201 12. KAJ Construction Inc. Trade Debt $423,984 14237 E. Sam Houston Pkwy N Suite 200 Houston, TX 77044 13. Longhorn Mechanical LLC Trade Debt $82,506 198 Echols St. Van Alstyne TX 75495-0000 14. Matthew Mashburn Trade Debt $109,325 DBA Dynamic Mechanical Solutions 2023 E. Shadygrove Rd Ste 5 Irving TX 75060-0000 15. Mikes AC and Trade Debt $133,950 Refrigeration 11015 Bissonnet Houston, TX 77099 16. NRG Energy Inc. Trade Debt $447,483 DBA Reliant Retail 910 Louisiana St. Ste B200 Houston, TX 77002-0000 17. OGH Service Trade Debt $113,257 Company Inc. 402 4th St., Sealy Sealy, TX 77474 18. Otis Elevator Company Trade Debt $76,002 1444 N. Crockwell Hill Rd., Ste. 102 Dallas TX 75211-0000 19. Precision Contracting Trade Debt $96,902 931 Basse Rd, San Antonio, TX 78212 20. Pritchard Industries Trade Debt $594,263 Southwest, LLC 4040 Directors Row Houston, TX 77092 21. Iron Horse Flooring LLC Trade Debt $93,330 DBA PDL Designs Ltd 2545 Golden Bear Drive Carrollton, TX 75006 22. Promise Total Services Trade Debt $127,052 of Houston Inc. 161 TX-8 Beltway Houston, TX 77043-0000 23. RL Team Contractors Inc. Trade Debt $182,726 DBA Team Contrac 3201 Interstate 30 Ste F Mesquite, TX 75150 24. Service First Trade Debt $168,988 Janitorial LLC 2418 Converse St. Dallas, TX 75207-0000 25. STI-GC, LLC Trade Debt $80,789 931 Basse Rd San Antonio, TX 78212 26. Summer Energy LLC Judgment on $6,759,791 5847 San Felipe St. Appeal 3700 Houston TX 77057-0000 27. Sundown Commercial Services Trade Debt $71,193 14802 Valley View Forney TX 75126-0000 28. True Vines Inc. Trade Debt $110,688 6140 Highway 6 Suite 213 Missouri City, TX 77459 29. Versatex Commercial Trade Debt $439,303 Services, LLC 827 Butterfly Garden Trail Richmond, TX 77406 30. Weaver and Tidwell LLP Trade Debt $81,884 2821 West 7th Street Suite 700 Fort Worth, TX 76107 HARTMAN SPE: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------- Silver Star Properties REIT, Inc., is a self-managed real estate investment trust that is currently repositioning in an orderly manner into the self storage asset class. Hartman SPE, LLC (the "SPE"), an indirect subsidiary, which owns legacy office, retail, and industrial properties on Sept. 13 disclosed that (i) with the SPE's sale of its Prestonwood property netting $25 million and (ii) to improve its ability to sell its remaining legacy assets, the SPE has filed a voluntary petition under Chapter 11 of the Bankruptcy Code (the "Filing"). The Filing will allow the SPE to conduct an orderly sale of its assets to pay its undisputed creditors in full, complete the refinance of its maturing senior indebtedness, and maximize capital available for Silver Star's redeployment into the self storage asset class. Further, this Filing will allow the SPE to complete property sales without external interference by a dissident minority holder, which sales will be instrumental as the SPE looks to close on the refinancing of its SASB Loan. The SPE emphasized that tenants should not expect to be affected by the Filing, and tenants will continue the quiet enjoyment of their leased property. The SPE and its property manager will continue to provide regular service to tenants. The Filing comes after failed efforts amicably to resolve intercompany ownership matters, a process that has been ongoing since December 2022, involving negotiations between the Company and Hartman vREIT XXI, Inc. which is under the control of Allen Hartman. The Company has diligently pursued mediation and sought legal remedies in response to Allen Hartman's efforts to secure more favorable terms through the use of controversial legal tactics. The Company believes that the Filing represents a viable and constructive avenue to obtain the necessary relief to prove its ownership of the SPE's properties, thereby safeguarding and enhancing shareholder value. Gerald Haddock, Executive Chairman of the Executive Committee of Silver Star, stated, "We are pleased with our progress towards our goals of moving the Company into self storage. Having successfully engaged Steve Treadwell, a seasoned executive in self storage, as our CEO, the Company will be well positioned with his expertise to direct the entire enterprise with a coordinated branding strategy of acquiring institutional quality self storage properties, allowing us to more readily fulfill our commitment to list on an established national exchange for trading. The bankruptcy filing for our SPE is part of our moving forward strategy as we expect to emerge quickly and with removal of our dissident's interference. That will allow the Company to resume its new growth strategy and make distributions to its shareholders much quicker, all of which have been hindered by the dissident's interference." HONEY RUN VILLAS: Case Summary & Four Unsecured Creditors --------------------------------------------------------- Debtor: Honey Run Villas, LLC 1503 Turner Street Old Hickory, TN 37138 Business Description: Honey Run is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 13, 2023 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 23-03320 Judge: Hon. Charles M. Walker Debtor's Counsel: Denis Graham "Gray" Waldron, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Ave. S. Suite 303 Nashville, TN 37212 Tel: 629-777-6519 Fax: 615-777-3765 Email: gray@dhnashville.com Total Assets: $137,113 Total Liabilities: $2,574,987 The petition was signed by Jeremy Leggo as member. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TELDONA/Honey_Run_Villas_LLC__tnmbke-23-03320__0001.0.pdf?mcid=tGE4TAMA HOSPITALITY INVESTMENT: Robert Altman Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Robert Altman as Subchapter V trustee for Hospitality Investment Partners, LLC. Mr. Altman 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. Altman 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 Altman P.O. Box 922 Palatka, FL 32178-0922 Phone: 386-325-4691 Email: robertaltman@bellsouth.net About Hospitality Investment Hospitality Investment Partners, LLC, doing business as Dexter's Lake Mary, is a local and established contemporary restaurant in Lake Mary, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03535) on Aug. 29, 2023, with $187,960 in assets and $1,311,413 in liabilities. Frank Echevarria, managing member, signed the petition. Judge Tiffany P. Geyer oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the Debtor as bankruptcy counsel. HYLIFE: Iowa Premium Ordered to Pay $188,000 More to Facility Sale ------------------------------------------------------------------ Jim Eadie of SwineWeb reports that in a recent ruling by a Delaware bankruptcy court, Iowa Premium Pork has been instructed to pay an extra $188,000 to HyLife Foods, covering property taxes related to the sale of the Windom, Minnesota facility. This decision comes after HyLife, the previous owner of the closed facility, sold it to Iowa Premium Pork for $14 million back in June. HyLife claimed that the buyer was responsible for $215,000 in property taxes due to a bookkeeping error. According to court documents, lawyers representing HyLife argued that both companies had mistakenly considered an amount owed for post-closing taxes as pre-closing taxes. As a result of this error, Judge Thomas M. Horan ruled this week that Iowa Premium Pork would need to pay $118,058 to resolve the tax claim. While official plans for the future of the processing facility are still under review, Iowa Premium Pork has indicated that it intends to use the plant for the production of high-quality natural pork products, similar to its other three operations in the region. The HyLife Windom facility ceased operations and filed for bankruptcy in June. Recently, Judge Horan approved the Chapter 11 plan proposed by HyLife Foods' subsidiaries, which will now be presented to creditors for their vote. About Hylife Foods Windom Hylife Foods Windom is a pork processing plant in Windom, Minnesota. Hylife Foods Windowm sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10521) on April 27, 2023. In the petition filed by Grant Lazaruk, as chief executive officer, the Debtor reports assets and liabilities between $100 million and $500 million. The Debtor is represented by: Jeremy William Ryan, Esq. Potter Anderson & Corroon LLP 2850 Highway 60 E. Windom, MN 56101 INTELSAT SA: Wants Chapter 11 Reopened After Remand of SES Claim ---------------------------------------------------------------- Vince Sullivan of Law360 reports that satellite operator Intelsat SA filed a joint motion to reopen its Chapter 11 case late Friday, Sept. 1, 2023, in Virginia bankruptcy court, following through on a stipulation with competitor SES Americom Inc. that the proceedings would resume if the district court reversed the denial of SES' $421 million claim against the estate. About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor-affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc., as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INTERCARE DX: Raises Going Concern Doubt ---------------------------------------- InterCare Dx, Inc. disclosed in a Form 1-SA Report filed with the U.S. Securities and Exchange Commission for the fiscal semiannual period ended June 30, 2023, that substantial doubt exists about the Company's ability to continue as a going concern for a period of at least 12 months. The Company explained that it has incurred net losses in each year since its inception. Most of the Company's net losses resulted from costs incurred in connection with management and consultant fees, its research and development programs and from general and administrative costs associated with its operations. "We had a net loss of $368,701 and net cash used in operating activities of $353,402 for the six months ending June 30, 2023. We have a working capital deficit of $5,437,207 and an accumulated deficit of $6,696,513 at June 30, 2023. The Company has virtually no cash as of June 30. We are reimbursed for expenditures by related parties. We are required to raise additional funds and expect net losses until we are able, if ever, to commercialize our medical applications. We estimate that based on current plans and assumptions, that our cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing." "We expect to continue to incur significant expenses and increasing operating losses until at least after our planned market launch of our medical applications and only then if we are able to generate sufficient revenues," the Company stated. To continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations, the Company said it will need, among other things, additional capital resources. Management's plans to continue as a going concern include raising additional capital through borrowings and the sale of its equity securities. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if it is able to obtain additional financing, the Company may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in case of an equity financing. InterCare Dx also recorded a net loss of $346,774 for the six months ended June 30, 2022. About InterCare Dx, Inc InterCare Dx, Inc. was incorporated on January 31, 1991, and commenced operations immediately thereafter. The Company is a USFDA registered biomedical and life sciences company with main office located at 20280 South Vermont Avenue, Suite 215, Torrance, California. The Company designs and markets Clinical Documentation software, Cardiovascular and Microwave products for medical applications. As of June 30, 2023, InterCare Dx, Inc has $223 in total assets and $5,437,430 in total liabilities. JACON LLC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: JACON LLC 3900 Labore Rd Saint Paul, MN 55110 Business Description: The Debtor is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. Chapter 11 Petition Date: September 12, 2023 Court: United States Bankruptcy Court District of Minnesota Case No.: 23-31873 Judge: Hon. William J. Fisher Debtor's Counsel: John D. Lamey III, Esq. LAMEY LAW FIRM, P.A. 980 Inwood Ave N Oakdale,MN 55128-7094 Tel: 651-209-3550 Email: jlamey@lameylaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jason Jacobsen 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/GSB67NY/JACON_LLC__mnbke-23-31873__0001.0.pdf?mcid=tGE4TAMA KAI 786: Court OKs Cash Collateral Access Thru Sept 19 ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, authorized KAI 786, LLC to use cash collateral on an interim basis in accordance with the budget, with a 25% variance. The Debtor requires the immediate use of the cash collateral to fund operational and administrative expenses. Federal Home Loan Mortgage Corporation and San Antonio Water System assert an interest in the Debtor's cash collateral. The Congress chartered the Secured Lender to facilitate the nationwide secondary residential mortgage market. It also chartered the Secured Lender to facilitate the nationwide secondary residential mortgage market. The Debtor's Properties are encumbered by a Mortgage Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing to secure repayment of a Multifamily Note dated February 13, 2019, in the amount of $2.4 million by the Debtor in favor of the Secured Lender. Prior to the Petition Date, the Note and Deed of Trust, together with all other accompanying loan documents, was assigned to the Secured Lender. On June 12, 2023, the Secured Lender sent the Debtor a letter notifying the Debtor that the maturity date of the Note had been accelerated making all sums secured by the security instrument immediately due and payable as a consequence of the Debtor's default on the Note. The Deed of Trust granted a lien and a security interest in the Debtor's assets. The Debtor requires the use of the cash collateral to continue its business operations uninterrupted, so as to avoid immediate and irreparable harm to the Debtor. As adequate protection, the Secured Lender is granted valid, binding, enforceable, and unavoidable post-petition security interests co-extensive with the Secured Lender's prepetition liens, in all currently owned or hereafter acquired property and assets of the Debtor. As further partial adequate protection for the use by the Debtor of the Secured Lender's cash collateral, the Secured Lender is granted an allowed administrative expense under 11 U.S.C. Section 507(b) to the extent to any diminution in the value of the Secured Lender's interest in the cash collateral. The Debtor will continue to maintain insurance in accordance with the Loan Documents: (a) covering the Debtor's Properties required in the prepetition loan documents between the Debtor and the Secured Lender; and (b) naming the Secured Lender as the loss payee. The Debtor will deliver to the Secured Lender evidence of such insurance. These events constitute an "Event of Default": a. Seven business days following the Secured Creditors' delivery of a notice via e-email to Debtor's counsel (steve@hackerlawfirm.com) of a breach by the Debtor of any obligations under the Interim Order, which breach remains uncured at the end of such seven business-day notice period; b. Conversion of the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; c. The appointment of a chapter 11 trustee under the Bankruptcy Code; d. The entry of an order, other than a final cash collateral order, modifying, reversing, revoking, staying, rescinding, vacating, or amending the Order without the express prior written consent of the Secured Creditors (and no such consent will be implied from any action, inaction, course of conduct or acquiescence by the Secured Creditors); or e. The lifting of the automatic stay for any other party, other than the Secured Lender, foreclosing or otherwise seeking to enforce any lien or other right such other party may have in and to any property of the Debtor's estate upon which the Secured Lender holds or asserts a lien or security interest. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=tzswyM from PacerMonitor.com. The Debtor projects $89,007 in total sources and $89,007 in total uses. About Kai 786, LLC Kai 786, LLC owns three apartment complexes in San Antonio, TX valued at $3.76 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51004) on July 31, 2023. In the petition signed by Saajedul Kaiyom, managing member, the Debtor disclosed $3,787,730 up to total assets and $2,375,156 in total liabilities. Judge Michael M. Parker oversees the case. Paul Steven Hacker, Esq., at Hacker Law Firm, PLLC, represents the Debtor as legal counsel. L & L CONSTRUCTION: Jodi Daniel Dubose Named Subchapter V Trustee ----------------------------------------------------------------- The U.S. Trustee for Region 21 appointed Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler P.A. as Subchapter V trustee for L & L Construction Services, LLC. Ms. Dubose will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Dubose declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Jodi Daniel Dubose, Esq. Stichter, Riedel, Blain & Postler P.A. 41 N. Jefferson Street, Suite 111 Pensacola, FL 32502 Phone: (850) 637-1836 Email: jdubose@srbp.com About L & L Construction L & L Construction Services, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40336) on Aug. 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Byron Wright, III of Bruner Wright, P.A. represents the Debtor as legal counsel. LATAM AIRLINES GROUP: Aircraft Auction Rigged, Say Creditors ------------------------------------------------------------ Rick Archer of Law360 reports that a group of LATAM Airlines Group creditors have filed a suit in New York state court alleging wealth management firm Wilmington Trust Co. held a rigged auction of the bankrupt Chilean airline's planes to benefit private equity firm Ares Management and Ares' aircraft leasing affiliate. About LATAM Airlines Group LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. It is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as bankruptcy counsel, FTI Consulting as restructuring advisor, Lee Brock Camargo Advogados as local Brazilian litigation counsel, and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. The Boston Consulting Group, Inc. and The Boston Consulting Group UK LLP serve as the Debtors' strategic advisors. Prime Clerk LLC is the claims agent. The official committee of unsecured creditors formed in the case tapped Dechert LLP as its bankruptcy counsel, Klestadt Winters Jureller Southard & Stevens, LLP as conflicts counsel, UBS Securities LLC as investment banker, and Conway MacKenzie, LLC as financial advisor. Ferro Castro Neves Daltro & Gomide Advogados is the committee's Brazilian counsel. The ad hoc group of LATAM bondholders tapped White & Case, LLP as counsel. Glenn Agre Bergman & Fuentes, LLP, led by managing partner Andrew Glenn and partner Shai Schmidt, has been retained as counsel to the ad hoc committee of shareholders. LEMONKIND LLC: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Fort Myers Division, authorized LemonKind LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to (i) continue the orderly operation of its business, avoiding an immediate total shutdown of operations; (ii) meet its obligations for necessary ordinary course expenditures, and other operating expenses; and (iii) make payments authorized under other orders entered by the Court, thereby avoiding immediate and irreparable harm to the Debtor's estate. Several purported creditors have asserted security interests in all money in which the Debtor has an interest via UCC-1 Financing Statements filed either in the Florida Secured Transaction Registry and as to creditor Amazon Capital Services, Inc., also with the California Secretary of State. The Debtor disputes that some of the Claimants or other creditors hold valid liens upon the cash collateral. The entities that assert an interest in the Debtor's cash collateral are Amazon Capital Services, Inc., Bank of Southern California, N.A., and Crown Credit Company - Crown Equipment Corporation. The court ruled that the Secured Creditors will have a perfected post-petition lien against the Prepetition Collateral to the same extent and with the same validity and priority as their alleged prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with its obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for September 21, 2023 at 9:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=WMI2lH from PacerMonitor.com. The Debtor projects, total uses, on a weekly basis, as follows: $66,256 for the week starting September 18, 2023; $62,370 for the week starting September 25, 2023; $42,911 for the week starting October 2, 2023; $55,995 for the week starting October 9, 2023; $46,256 for the week starting October 16, 2023; $62,370 for the week starting October 23, 2023; $36,694 for the week starting October 30, 2023; and $56,995 for the week starting November 6, 2023. About LemonKind LLC LemonKind LLC manufactures and distributes a wide array of health conscious functional beverages and other nutraceutical snacks and foods. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00933) on August 14, 2023. In the petition signed by Irene Rojas Stanbury, CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law, represents the Debtor as legal counsel. LINDEN AUTO: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Linden Auto Spa LLC to use cash collateral up to the aggregate amount of $170,000 for a 90 day period in accordance with the budget. Specifically, the Debtor is permitted to use cash collateral for the following purposes: A. Maintenance and preservation of its assets; and B. The continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses and insurance costs; C. Continuation of work in progress; D. Payment of ongoing and customary business expenses. The Mint National Bank has asserted a secured claim against the Debtor in the approximate amount of $1.277 million as of the Petition Date. Mint has, and the Debtor has acknowledged and agreed that Mint has, as of the Petition Date, a valid and subsisting first lien and security interest in the Debtor's tangible and intangible personal property consisting of inventory, accounts receivable, accounts, equipment, furniture, fixtures securing the Debtor's indebtedness, in the total principal amount of $1.277 million, together with accrued interest, fees and costs. As adequate protection, Mint is granted replacement perfected security interest under 11 U.S.C. Section 361(2). To the extent the adequate protection provided for proves insufficient to protect Mint's interest in and to the cash collateral, Mint will have a superpriority administrative expense claims, pursuant to 11 U.S.C. Section 507(b). The replacement lien and security interest granted is automatically deemed perfected upon the entry of the Order without the necessity of Mint taking possession, filing financing statements, mortgages or other documents. The Debtor will make monthly payments to Mint in the amount of $7,000 per month. The payments will begin on September 10, 2023, and continue on the tenth of each month thereafter. In addition, the Debtor will tender a payment of $1,500 per month to Mint beginning on September 10, 2023, and continue on the tenth of each month thereafter, which funds will be held by Mint and used by Mint to pay real estate taxes as they become due on the commercial property located at 1066 East Elizabeth Avenue, Linden, New Jersey 07036. A final hearing on the matter is set for November 14, 2023 at 11 a.m. A copy of the order is available at https://urlcurt.com/u?l=IlQo6n from PacerMonitor.com. About Linden Auto Spa, LLC Linden Auto Spa, LLC operates an automobile car wash business at 1066 East Elizabeth Avenue, Linden, New Jersey 07036. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr D. N.J. Case No. 23-17265) on August 22, 2023. In the petition signed by Andrew A. Montoya, managing member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Stacey L. Meisel oversees the case. Justin M Gillman, Esq., at Gillman, Bruton & Capone, LLC, represents the Debtor as legal counsel. LITTLE MANUEL'S: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Little Manuel's, Inc. asks the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, for authority to use cash collateral on an emergency basis for the period between September 6, 2023, and the date of a final hearing. The Debtor requires the use of cash collateral to pay operating expenses in accordance with the budget. The initial term requested is from the date of the Emergency Hearing September 13, 2023, to the date of final hearing, estimated to be approximately six weeks. During this period, the Debtor requests permission to use cash collateral in amounts no greater than those identified in the Budget for the remainder of September 2023 and for October 2023. The Debtor requests that the Court approve use of cash collateral for all business expenses within the categories identified in the Budget between November 2023 and March 2024, inclusive, with a 10% cushion for unexpected expenses. The Debtor's counsel has conducted a search of UCC-1 Financing Statement through the California Secretary of State's UCC Connect online service. The results are: Priority Creditor Claim Amount UCC-1 Filing Date 1 Servicing Solutions, Inc. $50,000 February 6, 2019 2 Small Business Administration $150,000 June 28, 2020 3 NewCo Capital Group VI, LLC $2,400 December 15, 2022 4 Torro, LLC $12,400 April 6, 2023 5 River Capital Partners LLC $17,000 N/A 6 Vox Funding LLC $17,600 August 29, 2023 The primary assets of the estate that are subject to the UCC liens consist of artwork inventory and cash deposits. As of the Petition Date, the debtor owned $19,607 of Inventory, Furniture, Fixtures, Equipment, Machinery and Vehicles valued at estimated current market values. The Debtor's cash deposits and accounts receivables total approximately $10,077. As adequate protection, the Debtor offers a replacement lien in favor of all the creditors. The replacement lien will secure any post-petition diminution in the value of each secured party's collateral, provided such lien will be subordinated to the compensation and expense reimbursement (excluding professional fees) allowed to any trustee hereafter appointed in the case. The offered replacement lien will encumber only non-trust post-petition property of the same type as the creditor's prepetition collateral, the cash proceeds of which the Debtor is authorized to use. To the extent multiple creditors assert an interest in the same collateral, the Debtor requests that the replacement lien be granted to each creditor in the same priority as such creditors' liens attach to the cash collateral used. A hearing on the matter is set for September 13, 2023. A copy of the motion is available at https://urlcurt.com/u?l=F4aixg from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=RsAwtR from PacerMonitor.com. The Debtor projects total uses of cash, on a monthly basis, as follows: $96,882 for September 2023; $96,552 for October 2023; $92,922 for November 2023; and $92,922 for December 2023. About Little Manuel's, Inc. Little Manuel's, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41120) on September 6, 2023. In the petition signed by Michelle Sidrian, chief executive officer and shareholder, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, represents the Debtor as legal counsel. LORDSTOWN MOTORS: Don't Want to Pay Foxconn Shares -------------------------------------------------- Dietrich Knauth of Reuters reports that Bankrupt Lordstown Motors proposes zero payment for Foxconn shares. Bankrupt electric vehicle manufacturer Lordstown Motors has proposed to pay nothing for Taiwan's Foxconn's preferred equity shares, saying it will prioritize other shareholders if an ongoing sales effort generates enough cash to repay other debts. Lordstown Motors, named for the Ohio town where it is based, filed a Chapter 11 plan Friday, September 1, 2023, in Delaware bankruptcy court, outlining how it intends to distribute proceeds from an ongoing effort to sell its assets. Lordstown's Chapter 11 plan warned that the value of its assets is "necessarily speculative" at this stage in the bankruptcy and "could potentially be zero." Lordstown has set a Sept. 8 deadline for bids, with a Sept. 19 auction to follow. The company's shareholders would only be paid after its creditors and Lordstown's Chapter 11 plan did not include an estimate of how much creditors are owed. Lordstown reported in earlier court filings that it owed about $20 million to 30 trade vendors, and recently agreed to pay $40 million to settle a trade secrets lawsuit filed by rival automaker Karma. 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. MAD SCIENCE: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Mad Science Machining, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral on an emergency basis and provide adequate protection. The Debtor requires the use of cash collateral for payroll, maintain equipment leases, inventory purchases, office rent, purchase of supplies/tooling and other general operating expenses, in accordance with the budget, with a 5% variance. A search in the Texas Secretary of State shows that allegedly secured positions is held by (1) Stearns Bank; (2) Stearns Bank; (3) Stearns Bank; (4) Unknown Creditor; (5) U.S. Small Business Administration (SBA); (6) Gateway Commercial Finance; (7) Unknown Creditor; (8) Everest Business Funding; (9) Spartan Capital and (10) Uknown Creditor. A copy of the motion is available at https://urlcurt.com/u?l=hcs8V1 from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=qqTmSl from PacerMonitor.com. The Debtor projects $165,000 in cash receipts and $157,467 in cash disbursements for 30 days. About Mad Science Machining, LLC Mad Science Machining, LLC is a full service 5 Axis/Milling/Swiss/Screw/Small Turning Precision CNC Machine Shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33492) on September 7, 2023. In the petition signed by Ryan Madsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. MALLINCKRODT PLC: Investors Want Pomerantz to Lead Investor Suit ---------------------------------------------------------------- Katryna Perera of Law360 reports that two corporate investors have asked a New Jersey federal judge to name Pomerantz LLP as lead counsel in their suit accusing Mallinckrodt PLC of deceiving shareholders into believing the drugmaker had bounced back from bankruptcy and would be able to pay $200 million to an opioid fund. About Mallinckrodt plc Mallinckrodt plc is global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Bryan M. Reasons, authorized signatory, signed the petition. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. MCGRAW-HILL EDUCATION: S&P Alters Outlook to Pos, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised the outlook on McGraw-Hill Education Inc. (MHE) to positive from stable and affirmed the 'B-' issuer credit rating. The issue-level and recovery ratings are unchanged. The positive outlook reflects the potential for an upgrade if revenue and profitability stay broadly stable and the company further reduces debt over the next 12 months, sustaining leverage below 7x. S&P said, "We expect MHE to further reduce debt, cutting leverage sustainably below 7x in the next two years. McGraw-Hill's leveraged buyout by private-equity firm Platinum in 2021 added roughly $1 billion of debt to its balance sheet, which raised leverage over 9x. However, strong EBITDA expansion coupled with debt repurchases of $100 million (face value) in fiscal 2023 improved adjusted leverage to 7.9x as of March 31, 2023, from 9.3x in March 2022. We believe the company will continue to prioritize debt reduction over the next 12 months, although MHE could still use excess cash for business investment, tuck-in acquisitions, and potential dividends. "We believe MHE is well positioned to expand over the next two years, despite a lighter adoption schedule in fiscal 2024. McGraw-Hill reported 18% year-over-year growth in fiscal 2023 billings, buoyed by strong performance in its K-12 segment due to fiscal stimulus programs, strong adoption schedule and market share gains. We believe the growth momentum will moderate in 2024 behind a lighter adoption schedule in the K-12 market and stabilization of enrollment in the higher education segment. As a result, we forecast revenue to remain largely flat to slightly down in 2024. However, despite our expectations for muted revenue growth in 2024, we believe operating leverage from increasing digital revenue and benefits from efficiencies will support stable EBITDA margins." Accelerating digital adoption and cost-saving initiatives should improve MHE's overall margin profile.The COVID-19 pandemic accelerated the transformation of the educational materials market in higher education as digital delivery is better suited for adoption in distance learning environments. Increased digital sales will improve EBITDA generation since digital products enjoy higher margins than print products. In addition to a larger secondary market, print materials carry lower margins because the costs associated with production and updating the curriculum are greater. As a result, S&P expects S&P Global Ratings-adjusted EBITDA margin to remain in the mid-20% area in fiscal 2024 from the mid-teens percent area in 2015-2020. S&P said, "The positive outlook reflects our expectation that MHE's operating performance will be broadly stable in fiscal 2024 despite a lighter adoption schedule versus fiscal 2023, and that the company will use excess free cash flow to reduce debt, such that leverage declines sustainably below 7x." S&P could revise its outlook to stable on McGraw-Hill over the next 12 months if we believe leverage will remain sustainably above 7x. This would most like be due to: -- A deterioration in operating performance and cash flow; or -- A lack of progress in debt reduction, material shareholder distributions, or large debt-financed acquisitions. S&P could raise the ratings on MHE if the company: -- Maintains broadly stable revenues and expands margins over the next 12 months; and -- Uses free cash flow to reduce debt such that leverage remains below 7x on a sustainable basis. Governance factors are a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes MHE's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. MEGA CO-OP SC: Downsizes Stores, Plans Chapter 11 Filing -------------------------------------------------------- Isabelle Hajek of The U.S. Sun reports that Convenience store chain closing 13 shops and filing for bankruptcy -- but insists it won't impact shoppers or workers. Mega Co-op is downsizing its stores after announcing on Friday, Sept. 1, 2023, that they are filing for Chapter 11 bankruptcy. Chapter 11 Bankruptcy allows a business owner to reorganize their company and assets while still retaining decision-making power. The Co-op opened in 1935 when a group of 67 people went in on a train car of coal to heat their homes. From there, the co-op has grown to include over 20,000 people after including a grocery function with their fueling services. The whole business serves one purpose, to serve the community. "The Co-op's vision is to be the best place to work, shop, and belong while supporting the communities it serves," reads the company's mission statement. The Chippewa Valley, Michigan, convenience store chain is cutting its location numbers by just under half. They will be closing 13 stores of their 31 in the area, leaving just 18 still open. Along with the bankruptcy filing, the company has filed motions to continue operations, including keeping employees on payroll. The company plans to continue paying employees and providing benefits to them throughout the coming transition. Mega Co-op will also be offering relocation to all current employees whose stores are closing. In a statement by the company, they explained that the closing locations will not impact customers. "The Co-op believes that the remaining 18 locations will continue to serve our community and Cooperative members," reads the press release. The company insists that customers will still receive the benefits they once received at the now-closing stores. "Our members can expect to continue receiving the many benefits that the Co-op offers and as we look forward, can expect that the Co-op will continue to identify ways to enhance the cooperative member benefits." About Mega Co-op SC Mega Coop Soc Coop was founded in 2010. The company's line of business includes provides trucking or transfer services. MEZCLA ONE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of Mezcla One, LLC, according to court dockets. About Mezcla One Mezcla One, LLC filed Chapter 11 (Bankr. M.D. Fla. Case No. 23-03015) on July 27, 2023, with $1 million to $10 million in both assets and liabilities. Judge Grace E. Robson oversees the case. Kenneth D. Herron, Jr., Esq., at Herron Hill Law Group, PLLC is the Debtor's bankruptcy counsel. MIGI ASSET: Seeks 60-Day Extension to Plan Exclusivity ------------------------------------------------------ Migi Asset Acquisition, LLC ask the U.S. Bankruptcy Court for the Southern District of New York to extend the periods within which it has the exclusive right to file and solicit votes on a Chapter 11 plan for an additional 60 days. The Debtor stated that while its case is not a large or complex one, the residential real property located at 98 Washington Avenue, Pleasantville, New York is its primary asset and will be the focal point of any Chapter 11 plan. The Debtor pointed out that given that Pride Funding, LLC holds a mortgage lien on the property and has filed a proof of claim in the amount of $2,891,944.43, it obviously plays a substantial role in the Debtor's prospects for reorganization. The Debtor explained that it is hopeful that its ongoing discussions with Pride, which recently resulted in the receipt of a term sheet from Pride's counsel, will bring clarity to the Debtor's potential exit from bankruptcy in the very near future. Migi Asset Acquisition, LLC is represented by: Kenneth L. Baum, Esq. LAW OFFICES OF KENNETH L. BAUM LLC 201 W. Passaic Street, Suite 104 Rochelle Park, NJ 07662 Tel: (201) 853-3030 Email: kbaum@kenbaumdebtsolutions.com About Migi Asset Acquisition, LLC Migi Asset Acquisition, LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B). The company is based in Albany, N.Y. Migi Asset Acquisition filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-21110) on Feb. 9, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. Kenneth L. Baum, Esq., at the Law Offices of Kenneth L. Baum, LLC represents the Debtor as counsel. MINIM INC: Lays Off 78% of Staff, Has Going Concern Doubt --------------------------------------------------------- Minim, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that there is substantial doubt about its ability to continue as a going concern, and the Company will require additional liquidity to continue operations. The Company explained that on September 1, 2023, in order to reduce its cash expenditures while continuing to pursue its existing strategic options, it implemented an approximately 78% reduction in its workforce, designed to reduce costs and extend the Company's cash. The reduction reduced the Company's workforce from 41 to 9 full-time employees. The Company estimates that it will incur approximately $29,230.77 of costs in connection with the reduction in workforce related to sales commissions owed to certain staff members to whom the Company had contractual commission obligations. The Company may incur other charges and will record these expenses, if any, in the appropriate period as they are determined. These estimates are subject to a number of assumptions, and actual results may differ. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the reduction in workforce. With the reduction in workforce, the Company eliminated its teams and operations for hardware engineering, software engineering, product management and development, sales and marketing, customer and technical support, and logistics and operations. The Company has continued to experience material liquidity pressures as it has attempted to manage its negative cash-flow position due to supply disruptions from its principal manufacturing partners as a result of the Company's inability to pay past expenses, which has severely impacted revenue and its cash position. The Company's actions thus far have not fully offset its lack of continual revenue from normal operations. "As such, substantial doubt exists about our ability to continue as a going concern, and we will require additional liquidity to continue operations. The Company has been exploring all remaining alternatives, including strategic initiatives or selling assets, other strategic transactions and/or other measures, including obtaining relief under the U.S. Bankruptcy Code," Minim said. Minim also disclosed that on September 5, 2023, George I. Kassas advised the Board of Directors that he intends to resign as Company director effective September 15. Kassas also serves on the Company's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board of Directors. His resignation is not due to a disagreement with the Company or its management on any matter relating to the Company's operations, policies, or practices. About Minim Based in Manchester, New Hampshire, Minim, Inc. was founded in 1977 as a networking company and now delivers intelligent software to protect and improve WiFi connections. Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. Its cable and WiFi products, with an intelligent operating system and bundled mobile app, can be found in leading retailers and e-commerce channels in the United States. Its AI-driven cloud software platform and applications make network management and security simple for home and business users, as well as the service providers that assist them. As of Dec. 31, 2022, the Company had $30,960,006 in total assets and $14,615,338 in total liabilities. MITCHELL GOLD: Shuts Down Due to Failure to Secure Financing ------------------------------------------------------------ Nate Delesline III of Retail Dive reports that Mitchell Gold + Bob Williams, an upscale furniture maker and retailer, announced over the weekend that it's shutting down effective immediately. The company closed down because it was "unable to secure critical financing to continue business operations," according to a Worker Adjustment and Retraining Notification Act notice filed in North Carolina. As a result, about 533 employees who work at various company buildings, including a distribution center and its corporate offices, were let go as of Saturday, Sept. 2, 2023. Overall the company employs about 800, according to The Washington Post. Mitchell Gold + Bob Williams also lists nearly 30 retail stores, a handful of outlet locations and about 40 virtual store locations in the U.S. and Canada on its website; the stores will presumably close as the retailer halts operations, but it's unclear when. Dive Insight According to Retail Dive, when forced into lockdown mode by the pandemic, people spent freely to make their homes more comfortable and functional. But in the post-pandemic world, consumer demand for furniture has fallen as people face sustained economic pressure. Instead, they are spending more on essentials versus discretionary items like furniture. Established in 1989, founders Mitchell Gold and Bob Williams started the business with 23 people in Taylorsville, North Carolina. The company's offerings include outdoor, living room, bedroom, dining and home decor products. Mitchell Gold + Bob Williams interim CEO Chris Moye, who began leading the company in April, told North Carolina state officials in a letter dated Saturday that it "recently and unexpectedly learned" it didn't have enough money to sustain business operations. "In particular, and as you may have read in the news, the current economic climate has presented significant challenges to the U.S. furniture industry," Moye said in a WARN letter. In the letter, Moye describes the revelation of the company's financial issues as "unforeseen." "This has been an extremely difficult decision, as it means the loss of many dedicated and valued employees," Moye said. The company did not immediately respond to questions from Retail Dive on Wednesday, Sept. 6, 2023, asking how much financing was needed to keep operating or if the company could resume operations if financing is secured in the future. Private equity firm The Stephens Group acquired the company in 2014 under undisclosed financial terms. Gold, the founder and CEO at the time, said the deal would enable the company to expand into new markets and expand its retail and multichannel presence. On Tuesday, September 5, 2023, the private equity firm told Retail Dive in an email that it had recently invested $20 million in Mitchell Gold + Bob Williams "to restructure the company to support its operations and set the business up for success moving forward." "Unfortunately, shortly after this restructuring, the company's lender withdrew its support, forcing Mitchell Gold + Bob Williams to cease operations," the firm said in a written statement. "The Stephens Group knows that the company has done the best it could in a very challenging situation and empathizes with all those who are impacted." About Mitchell Gold + Bob Williams The Mitchell Gold Co., doing business as Mitchell Gold & Bob Williams, manufactures and distributes furniture. The Company produces and markets home furnishing products, including sofas, desks, room dividers, tables, rugs, bed linens, lighting products, and accessories. MMitchell Gold & Bob Williams serves customers worldwide. MOUNTAIN EXPRESS OIL: Closes 19 Locations Abruptly -------------------------------------------------- James Lawley of The U.S. Sun reports that Bankrupt gas station abruptly closes 19 locations -- but there's still hope for drivers looking to fill up. The bankruptcy of a gas station company has caused 19 locations to abruptly close. But there are signs that the stations will reopen at some point in the future. A total of 19 gas stations operated under the Pilot brand have closed across nine states. It comes after the owner, Mountain Express Oil (MEX), ceased all operations amid a Chapter 7 bankruptcy. These gas stations were operated as part of the Pilot network because Pilot supplied the gasoline. That also enabled customers to use their Pilot Rewards. Fortunately, a spokeswoman for Pilot has said that the affected gas stations are only "temporarily closed." "Mountain Express Oil Co. and its affiliates are ceasing operations due to Chapter 7 liquidating bankruptcy," the spokeswoman told CSP. "As a result, 19 of MEX's dealer locations within our network are temporarily closed. Pilot Co. will continue serving our valued customers at our more than 800 locations across North America." The affected locations are as follows: * Cusseta, Birmingham, Alabama * Blytheville, Arkansas * Kansas City, Kansas * Laplace, Minden (two stations), St. Rose, Louisiana * Hayti (two stations), Ste. Genevieve, Missouri * Rockingham, Monroe, Seagrove, North Carolina * Grand Forks, Williston, North Dakota * Hazleton, Pine Grove, Pennsylvania * Cowpens, South Carolina BURNING THE MOUNTAIN OIL MEX first declared Chapter 11 bankruptcy in March 2023. On Aug. 25, 2023, it let all employees know that all nonessential staff would be laid off with immediate effect as a full liquidation of the company began. MEX missed payments to gasoline suppliers, causing some station operators to close their locations and the adjacent convenience stores. MEX had a network of 166 company-owned stores and 300 dealer-owned stores before going under. Meanwhile, the Pilot network includes more than 750 gas stations across 44 states. But MEX is just the latest company to fall victim to bankruptcy this year. Many longstanding retailers have bitten the dust in 2023 in what has been described as the "retail apocalypse." Waves of store closures ever since the pandemic continue to affect well-known brands. About Mountain Express Oil Company Mountain Express Oil Company operates in the fuel distribution and retail convenience industry. As one of the largest fuel distributors in the American South, the company and its affiliates serve 828 fueling centers and 27 travel centers across 27 states. Mountain Express Oil Company and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90147) on March 18, 2023. In the petition signed by its chief restructuring officer, Michael Healy, Mountain Express Oil Company disclosed $100 million to $500 million in both assets and liabilities. Judge David R. Jones oversees the cases. Pachulski Stang Ziehl & Jones, LLP, is the Debtors' bankruptcy counsel. The Debtors also tapped Raymond James Financial, Inc. as investment banker; FTI Consulting, Inc., as financial advisor; and Axinn, Veltrop & Harkrider, LLP and Akerman, LLP as special counsels. Michael Healy, senior managing director at FTI, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims, noticing and solicitation agent and administrative advisor. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Marcus Helt, Esq. NCR ATMCO: S&P Assigns 'B+' ICR on Spin-Off Transaction ------------------------------------------------------- S&P Global Ratings assigned its 'B+' issuer credit rating to NCR ATMCo LLC (NCR Atleos post-separation). At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed senior secured revolver, and term loans. The recovery rating is '3'. The stable outlook reflects S&P's expectation for 3%-5% revenue growth, improving profitability, and free cash flow generation of $125 million over the next 12 months (post-close), as the company expands ATM managed services and transaction volume improves. This should support deleveraging to about 4x over the same time frame. S&P said, "NCR ATMCo faces mature industry conditions and technology displacement risks from digital payments. We expect ATM transaction volume and cash use to face growth challenges because of the proliferation of digital payments like mobile apps that enable consumers to transact payments using their bank accounts. Trends like ecommerce have been growing card and mobile wallet usage, and financial inclusion initiatives to serve unbanked and underbanked customers will also likely contribute to digital payments and card usage growth. According to RBR Data Services (RBR), the global ATM install base will continue declining over the next few years (5% decrease over 2021-2027). Although we don't expect digital technologies will fully displace cash use, NCR ATMCo has high dependence on ATM hardware and transaction volume growth from its ATM footprint and networks and may likely face growth challenges. We estimate the company generates about a third of total revenues from transaction processing fees like surcharge and interchange, making it vulnerable to mature cash and ATM withdrawal trends that we expect to continue over the next couple of years. "The stable outlook reflects our expectation for 3%-5% revenue growth, improving profitability, and normalized annual FOCF of about $125 million over the next 12 months (post-close) as the company executes its ATM-as-a-service strategy and transaction volume recovers from pandemic-related disruptions. This should support deleveraging to about 4x within 12 months of close, down from about 4.4x pro forma basis. "We could lower the rating if the company experiences operational challenges stemming from the business separation, incurs higher-than-expected transactions costs such that adjusted leverage exceeds 5x, or we believe the company is unable to achieve and sustain FOCF to debt above 5%." An upgrade is unlikely over the next 12 months given the company's high business execution risk as a stand-alone entity. S&P could upgrade the company over time if: -- It establishes a track history of steady revenue growth and EBITDA and FOCF expansion, offsetting mature ATM industry conditions; and -- Execution of its ATM-as-a-service strategy leads to sustained margin improvement such that adjusted leverage is below 4x or FOCF to debt is above 10%. S&P views the role of cash as a means of exchange will likely decline over time. According to the 2021 Federal Reserve Payments study ATM cash withdrawals declined at 10% CAGR during 2018-2021. While cash will likely remain in use among unbanked and underbanked consumers, shifting consumer habits and the longer-term decline in ATM usage due to the proliferation of digital payment forms and mobile app payments adoption are offsets. NECESSITY RETAIL: S&P Upgrades ICR to 'BB+', Off Watch Positive --------------------------------------------------------------- S&P Global Ratings upgraded The Necessity Retail REIT Inc. to 'BB+' from 'BB' and removed its ratings on the company from CreditWatch, where S&P placed them with positive implications on May 24, 2023. S&P said, "At the same time, we raised our issue-level rating on the company's unsecured debt to 'BBB-' from 'BB+' with a '2' recovery rating, indicating our expectations for substantial (70%-90%; rounded estimate: 85%) recovery in a hypothetical default scenario. "Subsequently, we withdrew our issuer credit rating on Necessity Retail REIT because Global Net Lease Inc. has assumed its debt." Global Net Lease Inc. completed its acquisition of Necessity Retail REIT on Sept. 12, 2023. The upgrade reflects our belief that the transaction enhances Necessity Retail REIT's credit profile given the substantial increase in scale and synergy opportunities for the combined entity. Necessity Retail REIT is a publicly traded net-leased REIT that owns and operates a portfolio of retail-focused assets across the United States. This includes freestanding single-tenant properties that are net leased to tenants and multitenant retail properties consisting primarily of power centers and lifestyle centers. Its portfolio consisted of 991 properties comprising 27.4 million rentable square feet as of June 30, 2023. NEW BOOST HOLDCO: S&P Assigns 'BB' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'BB' issuer credit rating to payment processor and merchant acquirer New Boost Holdco LLC (Worldpay). S&P also assigned its 'BB' issue-level and '3' recovery ratings to its proposed debt, including its $3.4 billion term loan and $1 billion USD-equivalent euro term loan. S&P expects the revolver (not rated) to be undrawn at close. The stable outlook reflects S&P's expectation for the company to reduce leverage toward the low-4x area within 12-24 months of the acquisition close once most of the transition costs required to set up the company as a standalone entity drop off in 2025. Worldpay will benefit from a new owner committed to investing in the business. Financial sponsor GTCR is buying a controlling 55% of Worldpay from FIS and has publicly committed to providing up to $1.25 billion for inorganic growth opportunities. This enables Worldpay to proactively pursue acquisitions that expand its capabilities and geographic reach in a constantly evolving industry. The company will also benefit from being a standalone entity whose board and management can make independent capital allocation decisions optimized for a business that is now exclusively merchant-focused. S&P has a favorable view of FIS' business and credit quality, however it was not able to give Worldpay the investment dollars and strategic attention that it needed. This is partially why Worldpay grew at below-market rates over the last few years. FIS purchased Worldpay for $43 billion in 2019, took a $17.6 billion impairment charge in February 2023 due to slower growth expectations, and agreed to sell a majority stake to GTCR in July 2023 for an implied total valuation of $18.5 billion (including contingent consideration). S&P said, "We believe Worldpay's operating discipline also slipped under FIS ownership and it lost some key mid-level contributors that put it at a disadvantage. The company has also been negatively affected by factors outside of its control, such as unfavorable foreign exchange rates and a decline in cryptocurrency activity. We favorably view the CEO, Charles Drucker, an industry veteran and former Worldpay CEO prior to FIS' ownership, given his solid track record leading the company. Since FIS will retain 45% ownership, the two companies will have a favorable transaction services agreement post-close, and Worldpay will still be able to cross sell into FIS' banking clients." EBITDA margin will dip in 2024 due to high one-time transition costs but should recover in 2025 and leverage will improve to the low-4x area. Although the acquisition is expected to close in early 2024, S&P believes separating Worldpay into a standalone company will likely take at least two years. The company estimates it will need to spend up to $400 million in transition costs to disentangle technology infrastructure, risk and information security, databases, facilities, marketing, and incur other one-time costs. Worldpay has experience as a standalone entity--it was publicly traded from 2012 to 2019--and GTCR has corporate carve-out experience. S&P said, "Still, we believe the process will be complex and faces the risk of delays and cost overruns. Therefore, we include the transition costs in our EBITDA forecasts, which will lower margins in 2024 before recovering in 2025 and returning to run-rate levels of nearly 40% by 2026." S&P said, "We forecast gross leverage in the low-5x area in 2024 but will quickly improve to the low-4x area by the end of 2025 due to lower transition costs, higher revenue, segment-level cost control, and debt repayment. We expect GTCR to manage Worldpay's leverage relatively conservatively compared to other financial sponsor-owned companies, such that leverage is sustained under 5x. It is our understanding that GTCR and FIS have an agreement that requires joint approval to increase leverage above 5x, and neither party can sell its stake without approval for four years." Worldpay has significant scale, global reach, and high margins. Worldpay processed more than 40 billion transactions amounting to more than $2 trillion in payments volume in 2022, making it the largest global merchant acquirer ahead of industry behemoths JPMorgan Chase, Fiserv, and Global Payments. It operates in 146 countries and accepts more than 120 currencies and hundreds of alternative payment methods. This creates significant barriers for smaller competitors and new entrants because of the time it takes to develop and accumulate these capabilities. Its size, leadership position, experience, and brand strength are valuable in an industry providing mission-critical services where uptime, stability, and data security are paramount. Switching costs are high for enterprise and large ecommerce merchants, although they are more limited for traditional small to mid-size businesses (SMBs). Worldpay's high run-rate S&P Global Ratings'-adjusted EBITDA margin at nearly 40% is in line with industry peers but well above the corporate average, indicating significant added value for its clients. The payment processing industry is competitive and requires constant reinvestment. The industry is highly competitive, with a few large, entrenched, well-capitalized traditional players (JPMorgan Chase, Fiserv, and Global Payments). The competition also includes faster-growing, niche, international, regional, or local players, such as Adyen, Stripe, Square, Worldline, Nexi, Braintree (owned by PayPal), and others. High switching costs for large ecommerce and enterprise merchants favor industry incumbents like Worldpay, but competition in the industry is intense and constantly evolving. Worldpay must execute better than it has over the last few years to catch up to the revenue growth rates of its peers and defend its market position. The industry is relatively capital intensive, with most players spending 7%-10% of revenue on capital expenditures and software development costs. There is a constant need to innovate and invest due to advancements in payments infrastructure, increasing regulatory complexity, changing consumer behavior, and up-and-coming competitors. Worldpay's solid organic cash flow and GTCR's committed dry powder should allow it to increase organic new product investment while giving the company an advantage when bidding for acquisition targets. S&P said, "We believe there could be longer-term disintermediation risk via the evolution of payment solutions that could eventually reduce the necessity for credit and debit card use. However, we believe the risk to Worldpay over the intermediate term is minimal. Thus far, innovative technologies such as cryptocurrency and real-time payments have primarily focused on better ways to exchange money or make purchases using existing funds. In our view, major credit card network payment rails such as Visa and Mastercard will remain the primary source of everyday consumer credit, with the added benefit of rewards." Industry tailwinds should support revenue growth with limited downside based on past economic downturns. These tailwinds primarily include the ongoing cash-to-card conversion and continued shift to ecommerce accelerated by the pandemic. Further, software-integrated payments are expected to expand rapidly due to the proliferation of software businesses attempting to monetize payments. To that end, S&P believes Worldpay is well-positioned given its high number of software partners and its recently acquired Payrix solution which allows software vendors more customization. The company is primarily paid based on the number of transactions it processes and, to an extent, the dollar volume of transactions, which exhibit some seasonality. Revenue is typically highest in the fourth quarter as it tends to follow consumer spending patterns, which can also introduce volatility. However, merchant acquiring industry revenue still grew during the Great Financial Crisis and rebounded quickly following the initial pandemic downturn in 2020. Revenue downside is also limited because the company has minimal customer concentration, with the largest customer accounting for less than 1% of revenue. S&P said, "The stable outlook reflects our expectation for the company to reduce leverage toward the low-4x area within 12-24 months of the acquisition close once most of the transition costs required to set up the company as a standalone entity drop off in 2025." S&P could lower its rating on Worldpay if leverage remains elevated above 5x on a sustained basis. This could occur if: -- Challenges arise in the company's separation plan, resulting in higher operating expenses and sustained margin compression; -- S&P views of the macroeconomic environment worsens, resulting in lower growth and EBITDA generation; -- Attrition rises due to competitive pressures and the company fails to acquire enough new business to compensate; or -- The company utilizes debt-financing for aggressive acquisitions or shareholder returns beyond the scope of GTCR's $1.25 billion in additional committed capital. Although unlikely over the next 12 months, S&P could raise its rating on Worldpay if the company successfully executes its plan to operate as a standalone entity, reduces leverage and sustains it under 4x, and S&P believes the sponsor will relinquish control over the intermediate term. Governance is a moderately negative consideration, as it is for most rated entities owned by private-equity sponsors. S&P believes the company's aggressive financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. NEW JERSEY VISION: Unsecureds to Split $158K Over 3 Years --------------------------------------------------------- New Jersey Vision Associates, P.C., filed with the U.S. Bankruptcy Court for the District of New Jersey a Plan of Reorganization dated September 7, 2023. The Debtor is an ophthalmology practice led by its owner and operator, Mitchell Vogel, MD, FACS. The Debtor is seeking to reorganize in an effort to substantially improve its balance sheet. The Plan provides for payments to creditors from the Debtor's ongoing business operations. The Debtor intends to pay its creditors which asserted a security interest in all assets of the Debtor by payout of the cramdown amount for those secured creditors in the money and to satisfy the obligations of the other alleged secured creditors as unsecured claims. Accordingly, since the Debtor asserts that the value of the underlying collateral is $145,707.00, that collateral will support payments to the apparent first priority position of Wells fargo in the amount of $96,029.06, and a portion of the second priority position of Bankers Healthcare. To the extent of that collateral, the Debtor proposes to make monthly payments of principal and interest at 5% per annum based upon a 3-year amortization schedule. The remaining secured creditors are secured against specific collateral, and will be treated by making payments on the value of its collateral as an allowed amount with monthly payments and interest at each secured creditor's stated, non-default interest rate of 4.43%, 7.07%, and 7.10% per annum based upon a 36-month amortization schedule, which tracks the length of the proposed Subchapter V Plan. The Debtor intends to assume those leases. To do so, the Debtor will pay the asserted arrears over 36 months with 5% interest and also make the required lease payments going forward. The Debtor proposes to pay general unsecured creditors their pro rata share, in the total amount of $157,500, with three annual aggregate dividends of $25,000, $75,000, and $57,500 payable in the Plan's 12th, 24th, and 36th Months, respectively. The amounts the Debtor is proposing to be paid under the Plan constitute all of the Debtor's projected excess disposable income. A full-text copy of the Plan of Reorganization dated September 7, 2023 is available at https://urlcurt.com/u?l=A4LAzY from PacerMonitor.com at no charge. Debtor's Counsel: Jeffrey A. Cooper, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: 973-597-9100 About New Jersey Vision New Jersey Vision Associates, P.C. provides comprehensive eye care services including routine eye examinations, screenings for eye problems related to diabetes, high blood pressure, and thyroid disease, as well as eye disorders such as cataract, glaucoma, and macular degeneration. New Jersey Vision Associates filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-15043) on June 9, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Mitchell Vogel, MD, president, signed the petition. Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's legal counsel. Virgina Plaza, R. Ph., the patient care ombudsman appointed in this Chapter 11 case, is represented by Formanlaw LLC, doing business as Forman Holt. NEW-TRONICS LTD: Areya Holder Aurzada Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 6 appointed Areya Holder Aurzada, Esq., at Holder Law as Subchapter V trustee for New-Tronics, Ltd. Ms. Aurzada will be paid an hourly fee of $495 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Aurzada declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Areya Holder Aurzada, Esq. Holder Law 901 Main Street, Ste. 5320 Dallas, TX 75202 Office: 972-438-8800 Mobile: 817-907-4140 About New-Tronics Ltd. New-Tronics Ltd. filed Chapter 11 petition (Bankr. N.D. Texas Case No. 23-42553) on Aug. 29, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Michael Boyer, president, signed the petition. Judge Edward L. Morris oversees the case. Thomas D. Berghman, Esq., at Munsch Hardt Kopf & Harr, P.C. represents the Debtor as legal counsel. NOB HILL INN: Unsecureds to Get 100 Cents on Dollar in Plan ----------------------------------------------------------- Nob Hill Inn City Plan Owners Association filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated September 7, 2023. The Debtor has operated a timeshare/boutique hotel since the 1980s. Over the years, about 50 percent of the timeshare Intervals became owned by the Debtor. The only source of income for the Debtor with respect to the Intervals it owned came through renting them to hotel guests. That was initially impossible and subsequently very difficult during the Pandemic. Faced with substantial losses, the Interval Owners voted by a super majority to sell the Property and dissolve the Debtor. In January of 2023, the Debtor ceased operations as a hotel and timeshare, and in June, it commenced this case in order to effect a sale of the Property, distribution of the proceeds, and dissolution of the Debtor. This Plan of Reorganization proposes to pay creditors of the Debtor from the proceeds of sale of its Property. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar, consistent with the liquidation analysis. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Class 3 is unimpaired by this Plan. Each holder of a Class 3 general unsecured claim will be paid in full, together with interest and other charges to the extent allowed under otherwise applicable non-bankruptcy law, in cash, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a final non-appealable order. Class 4 consists of Equity security holders of the Debtor. Class 4 is unimpaired by this Plan. The legal, equitable, and contractual rights of each holder of an interest in the Debtor will be retained unaltered by the Plan. The Debtor shall promptly pay the costs and expenses of sale specified in Section 363(j) from the proceeds of sale of the Property, yielding the net "Proceeds." The Debtor shall disburse the net Proceeds of sale, as follows: * First, to all current Interval Owners and to the Debtor on account of the Intervals it owns. The distribution may be reduced by taxes first payable after July of 2022, attributable to Intervals but paid as part of the closing of the sale. * Second, to all delinquent Interval Owners, after the amount of the Delinquency has been determined and offset from the Interval Owner's Proceeds. * Third, to any Interval Owner not identified, unless the Court determines that the identity or location of the Interval Owner and or its entitlement is not determinable with reasonable effort. The Debtor shall promptly pay the post-petition loan and the Class 1, Class 2 and Class 3 claims, as they are allowed, from the Interval Owner's Proceeds distributable to the Debtor. The Debtor shall pay all administrative claims, including claims which arise post-confirmation in connection with its dissolution as promptly as practicable from the Interval Owner's Proceeds distributable to the Debtor. A full-text copy of the Plan of Reorganization dated September 7, 2023 is available at https://urlcurt.com/u?l=1ECYBP from PacerMonitor.com at no charge. Attorney for the Debtor: Michael St. James, Esq. St. James Law, P.C. 22 Battery St #888 San Francisco, CA 94111 Tel: 415-391-7566 Email: michael@stjames-law.com About Nob Hill Inn City Plan Owners Association Nob Hill Inn City Plan Owners Association is the owner of the Nob Hill Inn, which is a 21-unit hotel and timeshare, located at 1000 Pine Street, San Francisco, CA valued $8.25 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-30368) on June 10, 2023. In the petition signed by Alfredo Terraza, chief financial officer, the Debtor disclosed $8,537,769 in assets and $222,858 in liabilities. Judge Dennis Montali oversees the case. Michael St. James, Esq., at St. James Law, P.C., is the Debtor's legal counsel. NOVATION COMPANIES: Wins $1.77MM DIP Loan from Nighthawks --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Novation Companies, Inc. and affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtor is permitted to obtain senior secured postpetition financing in an aggregate principal amount not to exceed $1.770 million pursuant to the Debtor-In-Possession Loan and Security Agreement by and among the Debtors, certain subsidiaries of the Debtors party thereto, the lenders thereto, and Nighthawks Holdings I, LLC, a Delaware limited liability company, as lender and administrative agent for the Lenders' benefit. The Debtor was permitted to borrow, on an interim basis, an aggregate principal amount of up to $900,000. The DIP facility is due and payable through the earlier of: (a) The date which is 90 days following the Petition Date; (b) The effective date of a plan of reorganization or liquidation in the Cases; (c) The date of filing or support by the Debtors of a plan of reorganization other than the plan contemplated by the Restructuring Agreement; (d) Entry of an order by the Bankruptcy Court converting the Cases to a proceeding or proceedings under Chapter 7 of the Bankruptcy Code; (e) Entry of a final order by the Bankruptcy Court dismissing the Cases; or (f) The date of termination of the DIP Loan Facility and the acceleration of any outstanding extensions of credit under the Loans in accordance with the terms of the DIP Agreement. The Debtors are required to comply with these milestones: (i) The Debtors must have commenced the Chapter 11 cases no later than August 14, 2023; (ii) The Debtors must have filed with the Bankruptcy Court no later than August 14, 2023: (a) schedules and statement of financial affairs; (b) an application to retain a claims agent; (c) a motion for orders approving this Agreement on an interim and final basis; (d) a motion to continue cash management; (e) such other first day papers as may be approved or requested by the Borrower or the Agent; (f) the Plan; (g) the disclosure statement relating to the Plan; (h) a motion seeking entry of an order scheduling and approval for a combined hearing on the Plan and disclosure statement, setting an objection deadline with respect thereto, establishing related confirmation procedures and approving the disclosure statement on an interim basis; (i) a motion seeking the Bankruptcy Court's approval of assumption of the Restructuring Agreement; (j) a motion seeking to establish notification procedures and restrictions on certain transfers of claims against and equity interests in the Debtors (NOL Motion); and (k) a motion for approval of deadlines for filing proofs of claim; (iii) The Bankruptcy Court must have entered no later than August 15, 2023, the Interim Financing Order, the Prepack Scheduling Order and the interim order approving the NOL Motion; (iv) The Debtors must have filed with the Bankruptcy Court a motion to retain professionals and an interim compensation motion no later than August 24, 2023; (v) The Bankruptcy Court must have entered an order approving the bar date motion no later than August 29, 2023; (vi) The Bankruptcy Court must have entered no later than September 14, 2023: the Final Financing Order, an order authorizing the Debtors to assume the Restructuring Agreement and the final order approving the NOL Motion; (vii) The Bankruptcy Court must have entered an order establishing the general bar date for filing proofs of claim of no later than October 2, 2023; (viii) The Bankruptcy Court must have entered an order approving the disclosure statement and the Plan no later than October 6, 2023; (ix) The Effective Date of the Plan must have occurred no later than October 13, 2023. As of the Petition Date, the Debtors have secured indebtedness of not less than $97.804 million inclusive of principal and accrued and unpaid interest, fees and expenses owing under the Note Purchase Agreement, dated as of July 27, 2017, by and among Novation Companies, Inc., each of those subsidiaries of NCI identified as a guarantor on the signature page thereto and other subsidiaries of NCI as may from time to time become a party thereto, Taberna Preferred Funding I, Ltd., Taberna Preferred Funding II, Ltd. and Kodiak CDO I, Ltd. and Wilmington Savings Fund Society, FSB as Collateral Agent for the Prepetition Lenders, pursuant to which the Debtors granted liens on all or substantially all of their personal property other than accounts receivable and inventory. An immediate need exists for the Debtors to obtain funds pursuant to borrowings under the Interim DIP Credit Facility and to use cash collateral in order to continue operations, fund payroll and operating expenses, and administer and preserve the value of their estates pending the Final Hearing. As adequate protection, the Prepetition Secured Parties are granted perfected, postpetition security interests and liens in and on all of the DIP Collateral, with a priority subject and subordinate only to (i) the DIP Liens, (ii) prior payment of the Carve-Out, and (iii) any liens senior by operation of law or otherwise permitted under the Prepetition Loan Documents. The events that constitute an "Event of Default" include: (a) Failure to Pay. The Borrower or any other Loan Party will fail to pay (i) the principal amount of the Loans or interest payment on the applicable due date thereunder or (ii) any other payment required under the terms of the DIP Agreement on the date due thereunder, and solely in the case of clause (ii) of the section (a), which failure continues for five days. (b) Covenant Default. The Borrower or any other Loan Party will breach any other covenant contained in the DIP Agreement. (c) Representation or Warranty. Any representation or warranty made by the Borrower or any other Loan Party in the Agreement will be materially incorrect or misleading as of the date such representation or warranty was made. (d) Control Agreements. The Borrower or any other Loan Party will materially breach any covenant or representation contained in any Control Agreement or otherwise violate or terminate any Control Agreement. (e) Default under other Agreements. The Borrower or any other Loan Party will (i) fail to pay, when due, any principal of, or interest, on any indebtedness in excess of $25,000 of such Loan Party, (ii) breach, violate or default under the Restructuring Agreement or (iii) breach, violate or default under any agreement or instrument governing indebtedness in excess of $25,000 of such Loan Party, any securities issued by such Loan Party or any material agreement or contract which such Loan Party is a party thereto, and such failure, breach, violation or default has not been remedied or waived within five days after the earlier of: (i) such Loan Party receiving a written notice from the Agent and (ii) any officer of such Loan Party becoming aware of such failure, breach, violation or default. A copy of the order is available at https://urlcurt.com/u?l=VPxfng from PacerMonitor.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. OFF LEASE ONLY: Seeks Cash Collateral Access -------------------------------------------- Off Lease Only LLC, Off Lease Only Parent LLC, and Colo Real Estate Holdings LLC ask the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. The Debtors seek to use cash collateral securing obligations owed to three lenders during the Chapter 11 Cases to wind down their businesses and preserve and protect the Prepetition Collateral of each lender in order to maximize the value of their estates for the lenders and all stakeholders. Beginning in 2022, the Debtors experienced a significant decline in revenue due to macroeconomic factors impacting the used car industry. The Debtors took a number of actions to reduce costs and improve profitability to offset these macroeconomic conditions. The Debtors reduced their employee headcount significantly, implemented broad based cost reduction, launched the We Buy Your Car program in 2022 to acquire inventory at lower prices, and increased dealer and administration fees charged to customers. The Debtors also expanded their inventory to include higher mileage, older vehicles sold at lower prices in an attempt to address customer affordability. However, despite the Debtors' efforts, as a result of its declining performance and aging inventory, the Debtors began to face increased pressure from Ally, their floorplan lender. Accordingly, the Debtors determined that their only option was to cease operations, allow Ally to collect the vehicles securing its debt, and wind down their businesses in the Chapter 11 Cases. The Debtors stopped selling vehicles on September 6, 2023 and terminated all of their employees prior to the Petition Date. The Debtors' capital structure consists of outstanding funded debt obligations in the aggregate principal amount of approximately $138.654 million, comprised of (i) approximately $67.4 million outstanding pursuant to the Floorplan Agreement; (ii) $5 million in principal outstanding pursuant to the Spirit Note; (iii) $13.450 million in principal outstanding pursuant to the Katy Loan Agreement; and (iv) $52.9 million in principal and paid-in-kind interest outstanding pursuant to the Cerberus Note. Off Lease Only LLC, as borrower, Off Lease Only Parent LLC, as guarantor, and Ally Bank and Ally Financial are party to the Master Wholesale Agreement, dated as of October 11, 2010. Pursuant to the Floorplan Agreement, Ally financed the Debtors' acquisition of the majority of their inventory through a $180 million line of credit. Pursuant to the Floorplan Agreement, Ally also holds $10 million of the Debtors cash as restricted cash. OLO, as borrower, Parent, as guarantor, and Spirit Realty, L.P. as lender are party to the Loan Agreement, dated as of March 25, 2022, pursuant to which Spirit provided a $13.45 million construction loan for use in constructing a new dealership in Katy TX. In addition, OLO, as maker, Parent, as guarantor, and Spirit, as holder, are party to the Promissory Note, dated as of May 17, 2023 pursuant to which OLO issued a $5 million promissory note to Spirit. The obligations pursuant to the Spirit Note are unsecured. Parent, as maker, OLO and Colo Real Estate Holdings LLC, as guarantors, and Cerberus Off Lease Only LLC, as holder, are party to that certain Promissory Note, dated as of August 5, 2022. The principal amount of the Cerberus Note is approximately $46.7 million, and as of the Petition Date, $52.9 million in principal and paid-in-kind interest are outstanding. As adequate protection of the interests of the Prepetition Secured Parties in the Prepetition Collateral, the Debtors propose to provide the following: i. to the extent of any Diminution in Value of such interests in the Prepetition Collateral, continuing, valid, binding, enforceable, and perfected Liens, which will be senior in priority to the Prepetition Lien held by the applicable Prepetition Secured Party, upon the Prepetition Secured Party's Prepetition Collateral. The Adequate Protection Liens will be subject to the Carve Out and, with respect to the Prepetition Secured Parties, will have the same priority as such Prepetition Secured Parties enjoyed with respect to the Prepetition Collateral. The Adequate Protection Liens will be junior only to the Carve Out and the Permitted Prior Liens. The Adequate Protection Liens will be senior to all other security interests in, liens on, or claims against any of the Debtors' assets that constitute Prepetition Collateral. ii. To the extent of any Diminution in Value of their respective interests in the Prepetition Collateral, and subject in all respects to the Carve Out, allowed superpriority administrative expense claims in each of the Chapter 11 Cases and any Successor Cases. The Adequate Protection Superpriority Claims will have priority over all administrative expense claims and unsecured claims against the Debtors or their estates. The "Carve Out" means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under Section 1930(a) of U.S.C. 28 plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $25,000 incurred by a trustee under 11 U.S.C. Section 726(b); and (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all accrued and unpaid fees, disbursements, costs and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. Sections 327, 328, or 363, pursuant to 11 U.S.C. Sections 328 or 1103; provided, however, nothing in the Interim Order will be construed to impair the ability of any party to object to any fees, expenses, reimbursement or compensation sought by any such professionals or any other person or entity. The Debtors propose to provide the Prepetition Secured Parties with adequate protection to protect against the postpetition diminution in value of the Prepetition Collateral resulting from the use of cash collateral. Specifically, the Debtors propose to provide, to the extent of any Diminution in Value of such interests in the Prepetition Collateral, the Adequate Protection Liens consisting of continuing, valid, binding, enforceable, and perfected liens, which will be senior in priority to the Prepetition Lien held by the applicable Prepetition Secured Party, upon such Prepetition Secured Party's Prepetition Collateral. Further, to the extent of any Diminution in Value of their respective interests in the Prepetition Collateral, and subject in all respects to the Carve Out, the Debtors propose to provide the Adequate Protection Superpriority Claims, consisting of allowed superpriority administrative expense claims in each of the Chapter 11 Cases and any Successor Cases. The Adequate Protection Superpriority Claims will have priority over all administrative expense claims and unsecured claims against the Debtors or their estate. A copy of the motion is available at https://urlcurt.com/u?l=7NWcfg from PacerMonitor.com. About Off Lease Only LLC Prior to the Petition Date, Off Lease Only LLC and affiliates were used car retailer, operating dealerships. The Company operated five used car dealerships in Florida and one in Texas. However, the Company sold cars to customers throughout the US. The Company ceased operations shortly before the Petition Date and intends to wind down its business and allow its floorplan lender to collect the vehicles securing its loan during the Chapter 11 Cases. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11388) on September 7, 2023. In the petition signed by Leland Wilson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Prokkauer Rose LL and Pachulski Stang Ziehl & Jones LLp as co-counsel, FTI Consulting, Inc. as financial advisor, Bofa Securities, Inc. as investment banker, and Stretto, Inc. as claims and noticing agent and administrative advisor. OIL DADDY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Oil Daddy, LLC 1400 N. Country Road 1110 Midland, TX 79706 Business Description: Oil Daddy manufactures agriculture, construction, and mining machinery. Chapter 11 Petition Date: September 13, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-70115 Judge: Hon. Shad Robinson Debtor's Counsel: Stephen W Sather, Esq. BARRON & NEWBURGER, P.C. 7320 N. MoPac Expressway 400 Austin TX 78731 Tel: (512) 649-3243 Email: ssather@bn-lawyers.com Total Assets: $11,897,212 Total Liabilities: $6,581,653 The petition was signed by Sid Ivey as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PDF2GII/Oil_Daddy_LLC__txwbke-23-70115__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Capital Assist, LLC Credit Balance $25,331 40 Wall Street Suite 2901 New York, NY 10005 2. Cintas Corporation Judgment $37,473 PO Box 650838 Dallas, TX 75265-0838 3. Delta Energy Distribution, LLC $31,974 733 Keyser Avenue Natchitoches, LA 71457 4. Delta Fuel Company, LLC Equipment $35,677 P.O. Box 1810 Rental/Lease Ferriday, LA 71334 5. Fundsource Management Credit Balance $160,000 1816 W. James Street, 19403 Tel: (610) 992-1300 6. Golden Ranch Energy Services $86,720 P.O. Box 280 Raceland, LA 70394 7. Grappler Pressure Pumping, LLC Pressure $59,454 3847 S. Boulevard Suite 200, 73013 Pumping/ Services 8. Integrity Delaware, LLC Default $99,316 DBA Integrity Industries Judgment P.O. Box 5342 Kingsville, TX 78363 9. Jules and Associates, Inc. Credit Balance $113,018 515 South Figueroa Street Suite 1900 Los Angeles, CA 90071 Tel: (213) 362-5600 10. L4 Restored, LLC Fuel $30,310 468 Isabella Drive Blanchard, OK 73010 11. Nov, Inc. Credit Balance $250,000 500 N. Lorraine Street, 79701 12. Oilfieldlodging.com, LLC Services $37,757 13215 Bee Cave Parkway Suite Rendered B-200 Austin, TX 78738 Tel: (512) 263-8488 13. Rapid Finance $27,869 4500 East West Highway, 6th Floor Bethesda, MD 20814 Tel: (866) 224-1162 14. Romac Environmental Services, LLC $87,981 Jami L. Ishee 810 South Buchanan Lafayette, LA 70502 15. Small Business Financial $41,691 Solutions, LLC dba Rapid Finance 4500 East West Highway 6th Floor Bethesda, MD 20814 16. Small Business Financial $27,869 Solutions, LLC dba Rapid Finance 4500 East West Highway 6th Floor Bethesda, MD 20814 17. Southwest Bank Equipment $2,886,307 4800 E, 42nd Street Odessa, TX 79762 18. Southwest Bank Checking $156,937 4800 E, 42nd Street Overdraft Odessa, TX 79762 19. US Energy & Supply, LLC Credit $175,873 PO Box 61648 Balance Midland, TX 79711 Tel: (432) 563-7988 20. Vista Point Services, LLC $87,779 1786 Tall Tree Drive E, 32246 PARAMOUNT RESOURCES: S&P Upgrades LT ICR to 'BB-', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on Calgary-based exploration and production (E&P) company Paramount Resources Ltd. to 'BB-' from 'B+', based on the projected resilience of the company's improved financial risk profile even at persistently low hydrocarbon prices. S&P said, "The stable outlook reflects our expectation that Paramount's current debt-free balance sheet and anticipated production growth will enable the company to generate strong credit measures over the next two years while maintaining minimal debt levels. "We believe the absence of long-term debt and the current undrawn credit facility will provide improved cash flow ratio resilience even at persistently low hydrocarbon prices. Paramount's absolute debt reduction and the improved credit ratio resilience we estimate even at troughs in the hydrocarbon price cycle are the key factors underpinning the improved financial risk profile assessment and rating upgrade. Paramount achieved its previous net debt target of C$300 million in October 2022 and further reduced net debt to about $160 million at year-end 2022, representing a reduction of about C$300 million year-over-year. In the first quarter of 2023, the company repaid the remaining C$160 million drawn on its C$1 billion financial covenant-based credit facility, which remained undrawn on June 30, 2023. As a result, our two-year (2023-2024) average fully-adjusted FFO-to-debt ratio has improved to more than 200%. Although we project negative discretionary cash flow (DCF) to debt in 2023, this ratio does not consider the C$370 million asset disposition in the company's Kaybob region completed in January of 2023. We expect capital spending of about C$750 million per year over our forecast period, with about 50% of this allocated to growth spending as the company aims to increase production to over 110,000 barrels of oil equivalent (boe) per day in 2024. In our view, minimal debt levels and higher daily average production provide more than sufficient downside cushion to absorb commodity price volatility. For example, we expect the company can maintain its improved financial risk profile assessment even at our midcycle pricing assumptions of US$50 per barrel (bbl) for West Texas Intermediate (WTI), US$2.75 per million British thermal unit (mmBtu) for Henry Hub, and US$2.25 per mmBtu for AECO, even when considering the current base dividend (about C$215 million annual) and unchanged projected growth capital spending." Paramount's natural gas exposure constrains absolute profitability. Paramount has meaningful natural gas exposure in its product mix, with gas representing roughly 55% of 2022 daily average production. The profitability for gas-focused producers remains consistently weaker than for producers with a crude oil-focused product mix. S&P said, "As such, based on our five-year profitability assessment, which we calculate on a unit earnings before interest and taxes per thousand cubic feet equivalent (EBIT per mcfe) basis, we estimate the company's unit EBIT ranks in the bottom quartile of the global peer group. Improvement in Paramount's profitability would likely come as a result of production increases at the company's higher-return liquids-focused properties, thereby growing the proportion of liquids in the product mix (expected to be about 46% liquids in 2023, growing to 48% in 2024). Additionally, the company would also benefit from efficiency gains with higher overall production levels. We believe higher-value liquids production would have to represent the majority of its daily average product mix before the company's unit EBIT per mcfe could strengthen in the E&P peer group ranking." Further rating upside is contingent on a materially improved business risk profile. S&P said, "Our business risk profile assessment for Paramount is constrained not only by the company's relatively weak profitability measures but also by its current scale of production relative to similarly and higher-rated peers with stronger business risk profile assessments like SM Energy Co. (BB-/Stable/--; 150,000 boe per day) and CNX Resources Corp. (BB/Stable/--; 260,000 boe per day). Accordingly, further rating upside is dependent on a material expansion of the company's reserves base and daily average production, as well as materially increasing the liquids in its product mix. To support a rating upgrade to 'BB', we would also expect paramount to maintain its current improved financial risk profile. We do not see this as likely in the near-to-medium term absent a transformative business combination that materially increases operating scale, ideally with a more liquids-dominant product mix. As such, we believe rating upside for Paramount is unlikely in the near-to-medium term." S&P said, "The stable outlook reflects our expectation that relatively favorable oil prices, anticipated production growth, and a debt-free balance sheet will enable Paramount to generate strong credit measures over the next two years. Specifically, we project the company will generate an S&P Global Ratings-adjusted FFO-to-debt ratio averaging more than 200% over our two-year forecast period (2023-2024). The outlook also reflects our expectation that management will maintain minimal debt levels and limit discretionary spending within available cash flow. "We could lower the rating if the FFO-to-debt ratio declined to below 60%, with limited prospects of improvement. We believe this could occur if commodity prices fall sharply and management adopts aggressive financial policies, materially outspending available cash flow. "Although unlikely, we could raise our rating on Paramount if it is able to materially improve its operating scale to closely align with that of higher-rated peers and it demonstrates improvement in its profitability to at least the mid-range of the global peer group. This would likely result from a substantially increased proportion of liquids in its product mix. In this scenario, we would also expect Paramount to sustain an FFO-to-debt ratio comfortably above 60% and continue to spend within available cash flow. "Environmental factors are a negative consideration in our credit rating analysis of Paramount Resources. Although Paramount is mostly exposed to natural gas (about 55% of production) and condensate (35%), risks from accelerating energy transition, declining profitability, adoption of renewable energy sources, and environmental risks inherent in hydrocarbon production are reflected in our assessment of the rating. The company continues to improve efficiencies in its operations, with both scope 1 and 2 emissions intensity declining by 25% from 2020 to 2022. While we expect operating and full cycle costs associated with meeting environmental standards to increase, we do not expect them to have a rating impact." PARKCHESTER ORAL: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized Parkchester Oral and Maxillofacial Surgery Associates, P.C. to use cash collateral during the period from the Petition Date through the Termination Date in accordance with the budget, with a 10% variance. The Debtor acknowledges and agrees that, as of the petition date, it is indebted to TD Bank N.A. in the total principal amount of $525,372, together with interest from February 3, 2023, and it is indebted to the United States Small Business Administration by virtue of a loan made by SBA to the Debtor on April 22, 2020, in the sum of $500,000, together with interest that has accrued thereon. The Debtor agrees and acknowledges the cash proceeds generated from the operation of the Debtor's medical practice constitutes "cash collateral" within the meaning of 11 U.S.C Section 363(a). As adequate protection, the Lenders are granted replacement liens and security interests in all of the Debtor's assets acquired post-petition including cash to the extent that the lenders' pre-petition liens were valid, perfected and enforceable as of the Petition Date. As further adequate protection for the Debtor's use of cash collateral, on or before the 10th day of each month commencing on August 10, 2023, the Debtor will pay to TD Bank $12,000 per month and continuing monthly thereafter, and the Debtor will pay to the SBA $2,437 per month commencing on August 10, 2023 and continuing monthly thereafter. These events constitute an "Event of Default": i. The failure by the Debtor to perform, in any respect, any of the terms, provisions, conditions, covenants, or obligations under the Order; ii. The entry of any order by the Court granting relief from or modifying the automatic stay of Bankruptcy Code Section 362(a); iii. Dismissal of either of the Chapter 11 case or conversion of the Chapter 11 case to a chapter 7 case, or appointment of a Chapter 11 trustee, or examiner with enlarged powers, or other responsible person; iv. the Debtor sells or encumbers any item of property subject to the Adequate Protection Liens (including, without limitation, post-petition earnings), without the prior written consent of the Lenders; v. Debtor's spending deviates materially (more than 10%) from the Budget; vi. The reversal, vacatur, or stay of the effectiveness of the Order; and/or vii. The entry by the Bankruptcy Court of an order terminating the Debtor's right to use cash collateral. A copy of the order is available at https://urlcurt.com/u?l=Q9ntNM from PacerMonitor.com. About Parkchester Oral and Maxillofacial Surgery Associates Parkchester Oral and Maxillofacial Surgery Associates PC is a dental implants provider in New York. The Debtor filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 23-11015) on June 28, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Marlon K. Moore MD, president, signed the petition. Michael E. Wiles oversees the case. Marc A. Pergament, Esq., at Weinberg Gross & Pergament, LLP serves as the Debtor's legal counsel. PARTY CITY HOLDCO: Gets Court Nod to Exit Chapter 11 Bankruptcy --------------------------------------------------------------- Amelia Pollard of Bloomberg Law reports that Party City Holdco Inc. on Wednesday, September 6, 2023, received court approval to exit bankruptcy and emerge with a leaner balance sheet, avoiding the fate of retail peers who stumbled in Chapter 11 and ceased operations. The New Jersey-based retailer is set to hand ownership of the company to lenders and reduce its debt load by some $1 billion, according to court papers. US Bankruptcy Judge David R. Jones on Wednesday, September 6, 2023, said he would approve the company's restructuring plan. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PG&E CORP: S.C. Justice Doubts Company Can Be Liable for Blackouts ------------------------------------------------------------------ Dorothy Atkins of Law360 reports that California Supreme Court Justice doubts PG&E Corp. can be liable for blackouts. A California Supreme Court justice on Wednesday, September 6, 2023, doubted a PG&E customer's argument that the utility could be liable for California Public Utilities Commission-ordered blackouts if they ultimately trace back to PG&E negligence, saying such "massive" liability "lurking in the background" could risk public safety by causing decision makers to hesitate on shut-offs. About PG&E Corporation PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a Fortune 200 energy-based holding company, headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company, an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. PG&E Corporation and its regulated utility subsidiary, Pacific Gas and Electric Company, faced extraordinary challenges relating to a series of catastrophic wildfires that occurred in Northern California in 2017 and 2018. The utility faced an estimated $30 billion in potential liability damages from California's deadliest wildfires of 2017 and 2018. On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary, Pacific Gas and Electric Company, filed voluntary Chapter 11 petitions (Bankr. N.D. Cal. Lead Case No. 19-30088). As of Sept. 30, 2018, the Debtors, on a consolidated basis, had reported $71.4 billion in assets on a book value basis and $51.7 billion in liabilities on a book value basis. Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP served as PG&E's legal counsel, Lazard as its investment banker and AlixPartners, LLP as the restructuring advisor to PG&E. Prime Clerk LLC is the claims and noticing agent. PG&E has appointed James A. Mesterharm, a managing director at AlixPartners, LLP, and an authorized representative of AP Services, LLC, to serve as Chief Restructuring Officer. In addition, PG&E appointed John Boken also a Managing Director at AlixPartners and an authorized representative of APS, to serve as Deputy Chief Restructuring Officer. Morrison & Foerster LLP served as the Debtors' special regulatory counsel. Munger Tolles & Olson LLP also served as special counsel. The Office of the U.S. Trustee appointed an official committee of creditors on Feb. 12, 2019. The Committee retained Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor; Centerview Partners LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. On Feb. 15, 2019, the U.S. trustee appointed an official committee of tort claimants. The tort claimants' committee is represented by Baker & Hostetler LLP. * * * PG&E Corporation and Pacific Gas and Electric Company announced July 1, 2020, that PG&E has emerged from Chapter 11, successfully completing its restructuring process and implementing PG&E's Plan of Reorganization ("Plan") that was confirmed by the United States Bankruptcy Court on June 20, 2020. For the benefit of fire victims, the Plan provided for a Fire Victim Trust, which was funded with an oft-stated value of $13.5 billion, to be half in cash and half in new company PG&E common stock. The $6.75 billion in cash was paid. With respect to the stock consideration, 478 million shares of PG&E stock were delivered to the Fire Victim Trust in accordance with an agreed-to formula under the Plan. PLASTERERS AND CEMENT: PBGC Approves SFA Program Application ------------------------------------------------------------ The Pension Benefit Guaranty Corporation (PBGC) on Sept. 12, 2023, disclosed that it has approved the application submitted to the Special Financial Assistance (SFA) Program by the Plasterers and Cement Masons Local No. 94 Pension Fund (Plasterers and Cement Masons Local 94 Fund). The plan, based in Camp Hill, Pennsylvania, covers 108 participants in the construction industry. On May 1, 2019, the Plasterers and Cement Masons Local 94 Fund implemented a benefit suspension under the Multiemployer Pension Reform Act of 2014 (MPRA) and was partitioned into two plans. The MPRA suspension reduced participants' benefits earned as of May 1, 2019, by the maximum amount allowed under MPRA. Benefits of about 70 plan participants were reduced, on average, by 40 percent. PBGC's approval of the SFA application rescinds the partition and enables the plan to restore all benefits suspended under the terms of MPRA and to make payments to retirees to cover prior benefit suspensions. SFA will enable the plan to pay retirement benefits without reduction for many years into the future. The plan will receive $3.2 million in SFA, including interest to the expected date of payment to the plan. "For decades, many Americans have worked toward the promise of a well-earned retirement after a lifetime of hard work," said Acting Secretary of Labor Julie A. Su. "Today, the Biden-Harris administration is delivering on that promise by providing Special Financial Assistance for workers of Local 94 under the American Rescue Plan to ensure that they can retire with the dignity they deserve." In addition to the $3.2 million of SFA paid to the plan, PBGC's Multiemployer Insurance Program will be repaid about $661,000, which is the amount of the plan's outstanding loans, including interest, for the financial assistance PBGC provided beginning in May 2019 and ending on the expected date of payment of SFA to the plan. About the Special Financial Assistance Program The SFA Program was enacted as part of the American Rescue Plan (ARP) Act of 2021. The program provides funding to severely underfunded multiemployer pension plans and will ensure that millions of America's workers, retirees, and their families receive the pension benefits they earned. The SFA Program requires plans to demonstrate eligibility for SFA and to calculate the amount of assistance pursuant to ARP and PBGC's regulations. SFA and earnings thereon must be segregated from other plan assets and may be used only to pay plan benefits and administrative expenses. Plans are not obligated to repay SFA to PBGC. Plans receiving SFA are also subject to certain terms, conditions and reporting requirements, including an annual statement documenting compliance with the terms and conditions. PBGC is authorized to conduct periodic audits of multiemployer plans that receive SFA. As of September 12, 2023, PBGC has approved $53.4 billion in SFA to plans that cover about 767,000 workers, retirees, and beneficiaries. The SFA Program operates under a final rule, published in the Federal Register on July 8, 2022, which became effective August 8, 2022, and was amended effective January 26, 2023. About PBGC PBGC protects the retirement security of over 33 million American workers, retirees, and beneficiaries in both single-employer and multiemployer private sector pension plans. The agency's two insurance programs are legally separate and operationally and financially independent. PBGC is directly responsible for the benefits of more than 1.5 million participants and beneficiaries in failed single-employer pension plans. The Single-Employer Program is financed by insurance premiums, investment income, and assets and recoveries from failed single-employer plans. The Multiemployer Program is financed by insurance premiums. Special financial assistance for financially troubled multiemployer plans is financed by general taxpayer monies. POGO ENERGY: Wins TMA's Small Company Turnaround of the Year Award ------------------------------------------------------------------ The Turnaround Management Association (TMA), the premier nonprofit serving corporate renewal and restructuring professionals worldwide, on Sept. 13 disclosed that Pogo Energy, LLC, represented by FBFK lawyers Rachael Smiley, Bankruptcy/Reorganization Attorney and Chair of the Litigation Group and Attorney/Litigator Alex Campbell, is a 2023 TMA Turnaround/Transaction of the Year Award winner in the Small Company Turnaround/Transaction category. "It's rare for a Chapter 11 debtor to reorganize under existing ownership and management -- and without DIP financing. Our team proved that creativity coupled with deep expertise in the restructuring and turnaround space can move mountains for companies facing bankruptcy, " says Rachael Smiley, FBFK The Turnaround and Transaction of the Year Awards are chosen based on a rigorous peer-review process by the volunteer TMA Awards Committee. This process includes extensive diligence of each nominated case. As the judges review all components of each entry, they look for well-defined, measurable outcomes. "We're honored to receive this award and extremely proud of the Pogo Energy case outcome," says Smiley. "It's rare for a Chapter 11 debtor to reorganize under existing ownership and management -- and without DIP financing. Our team proved that creativity coupled with deep expertise in the restructuring and turnaround space can move mountains for companies facing bankruptcy." Additional members of the Pogo Energy turnaround team included Phil Terry, CEO, Pogo Energy, LLC.; Matthew Bouslog (previously with Gibson Dunn & Crutcher LLP), Allen Matkins; and Jamie Chronister (previously at Riveron), SeatonHill. The TMA, which has nearly 10,000 members -- from turnaround practitioners and attorneys to academic and government employees -- in 58 chapters worldwide, including 34 North American chapters, will honor this year's award recipients at the TMA Annual Conference, October 3-6, in San Francisco, Calif. "We stand in awe of the talent displayed by this year's TMA Turnaround and Transaction of the Year Award recipients, emblematic of the transformative power that turnaround and restructuring industry professionals hold...Their stories are a testament to the indomitable spirit of our industry and the boundless possibilities that arise when expertise meets opportunity," says TMA Global Chief Executive Officer Scott Y. Stuart, Esq. About FBFK Celebrating more than 20 years of legal expertise and success across Texas and the U.S., Dallas-based FBFK -- http://www.fbfk.law -- is an entrepreneurial-minded, full-service business law firm with offices in Plano, Houston and Austin, Texas, as well as in Orange County, Calif. Driven by a commitment to creating lasting client relationships grounded in high-quality representation and client service, FBFK represents clients nationwide in nearly 40 practice areas related to business structures and transactions, intellectual property protection and dispute resolution. About Pogo Energy Pogo Energy, LLC -- https://www.pogoenergy.com/ -- is a green energy provider that offers prepaid electricity with no deposit required and same-day electricity service in Texas. In order to provide electricity services to its customers on a pay-as-you-go model, Pogo Energy makes purchases of energy, generally in advance based on weather projections, and other conditions affecting the energy market, from Luminant Energy Company, LLC , and then provides the energy it has purchased to its customers. Pogo Energy sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-31224) on July 1, 2021. In its petition, the Debtor listed as much as $10 million in assets and as much as $50 million in liabilities. Judge Michelle V. Larson oversees the case. Ferguson Braswell Fraser Kubasta, PC and Conway MacKenzie, LLC serve as the Debtor's legal counsel and financial advisor, respectively. PRECISION FORGING: Seeks to Sell Properties to S.A. Aerospace ------------------------------------------------------------- Precision Forging Dies, Inc. asked the U.S. Bankruptcy Court for the Central District of California to approve the sale of its properties to S.A. Aerospace, Inc. or to another buyer with a better offer. S.A. Aerospace offered $2.3 million for the properties, which consist of equipment and machinery. S.A. Aerospace agreed to deposit $69,000, which is non-refundable upon S.A. Aerospace's completion of its due diligence. The sale is subject to overbidding by other prospective buyers whose bids must be received by Precision not later than 5:00 p.m. (Pacific Standard Time), three business days prior to the sale hearing scheduled for Sept. 28. The bid must state the purchase price to be paid in cash at closing in an amount not less than $2.35 million, and must be accompanied by a cash deposit of at least 3% of the proposed purchase price. Only qualified bidders can participate at the auction, which will be conducted during the sale hearing. If no qualified bid other than that of S.A. Aerospace is received, then Precision will not conduct an auction and will designate S.A. Aerospace as the winning bidder. At the auction, bidders will be permitted to increase their bids. The initial incremental overbid is $50,000 while each subsequent incremental overbid is $5,000. Robert Goe, Esq., attorney for Precision, said the sale is justified since it will generate significant funds for the company's bankruptcy estate. "Without a sale of the property, costs associated with the retention of the property such as taxes and insurance will continue to accrue," Mr. Goe said in court papers. About Precision Forging Dies Precision Forging Dies, Inc. -- https://precisionforgingdies.com -- specializes in precision manufacturing and servicing of structural components, tooling, and turbines for military, commercial and space industries. The company is based in South Gate, Calif. Precision Forging Dies filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12015) on April 3, 2023. In the petition filed by its chief executive officer, Dan Kloss, the Debtor reported $10 million to $50 million in assets and $1 million to $10 million in iabilities. Judge Julia W. Brand oversees the case. The Debtor tapped Robert P. Goe, Esq., at Goe Forsythe & Hodges, LLP as legal counsel and Master Plan, LLC as accountant. PROTERRA INC: Court Okays Bidding Process ----------------------------------------- Proterra, Inc. and Proterra Operating Company, Inc. received approval from the U.S. Bankruptcy Court for the District of Delaware to implement a bidding process governing the sale of substantially all of their assets. "The bidding procedures are fair, reasonable and appropriate, and are designed to maximize the value to be achieved from the sales," Judge Brendan Shannon held. Included in the sales are assets of Proterra Transit, Proterra Energy, Proterra Powered and Proterra Valence. Potential buyers have until Sept. 26 to show indication of interest to acquire the assets. The deadline for potential buyers to place their bids on Proterra Transit's and Proterra Energy's assets is Oct. 16 while the deadline for bids on Proterra Powered's and Proterra Valence's assets is Nov. 6. From the pool of these bids, one or more stalking horse bidders will be selected. A stalking horse bidder sets the price floor for bidding in an auction. Proterra Transit's and Proterra Energy's assets will be auctioned off on Oct. 19 while assets of Proterra Powered and Proterra Valence will be sold on Nov. 9 in a separate auction. The identity of the winning bidders and backup bidders will be announced a day after the auctions. Judge Shannon will hold a hearing on Nov. 1 to consider approval of the proposed sale of Proterra Transit's and Proterra Energy's assets to the winning bidders. A separate sale hearing on Proterra Powered's and Proterra Valence's assets will take place on Nov. 28. About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing and selling electric transit buses and components, batteries, and electric drive trains; and providing and selling related products and services. Proterra Inc. and its affiliate, Proterra Operating Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120). At the time of the filing, the Debtors reported $500 million to $1 billion in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. Young Conaway Stargatt & Taylor, LLP and Paul Weiss Rifkind Wharton & Garrison, LLP represent the Debtors as legal counsels. 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. Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an official committee to represent unsecured creditors in the Debtors Chapter 11 cases. The committee is represented by the law firms of Morris James, LLP and Lowenstein Sandler, LLP. PROTERRA INC: Faces Post-SPAC Merger Risks Concealment ------------------------------------------------------ Sydney Price of Law360 reports that bankrupt electric-vehicle manufacturer Proterra Inc. is facing a federal investor lawsuit alleging it repeatedly concealed its increasing risk of insolvency after its merger with a blank-check company, eventually collapsing under the weight of its own expansion operations. 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. Proterra Inc. 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, is the Debtor's legal counsel. The Debtors also tapped FTI CONSULTING, INC., as financial advisor, MOELIS & COMPANY, LLC, as investment banker, and KURTZMAN CARSON CONSULTANTS LLC as claims, noticing and administrative agent. PUERTO RICO: Oversight Board Reaches Deal With PREPA Bondholders ---------------------------------------------------------------- Rick Archer of Law360 reports that the Financial Oversight and Management Board for Puerto Rico announced Aug. 25, 2023, that it filed the third amended Plan of Adjustment to reduce more than $10 billion of total asserted claims by various creditors against the Puerto Rico Electric Power Authority (PREPA) by almost 80%, to the equivalent of $2.5 billion, excluding pension liabilities. The third amended Plan includes a Restructuring Support Agreement (RSA) with funds and accounts managed by BlackRock Financial Management Inc. and its affiliates, with Nuveen Asset Management LLC, Franklin Advisers, Whitebox Advisors LLC, and Taconic Capital Advisors LP, who together hold over 40% of the uninsured PREPA bonds. The Oversight Board also amended its previous agreement with bond insurer National Public Finance Guarantee Corp. Combined with other previous agreements and settlements that remain in place, approximately 43% of PREPA's creditors support the third amended Plan. "This third amended Plan is truly a breakthrough," said the Oversight Board's Chairman David Skeel. "After the most intense negotiations and mediation in the entire Puerto Rico debt restructuring process, we built a Plan with substantial support from creditors that will enable PREPA to end its long bankruptcy. This Plan will provide creditors with a fair recovery given the difficult circumstances PREPA finds itself in but without overburdening the people of Puerto Rico. The amended Plan we are proposing is necessary for PREPA to remain a sustainable utility, continue critical investments, and complete the transformation of Puerto Rico's energy system to provide reliable energy and support Puerto Rico's economic growth and fiscal stability." The Oversight Board would like to thank the Honorable Shelley C. Chapman and her mediation team for their assistance in the process to reach consensual agreements to support the third amended Plan. The amended Plan reflects the recent order by the U.S. District Court for the District of Puerto Rico reducing the total bondholder claims from around $8.5 billion to an allowed claim amount of approximately $2.4 billion. It also conforms to the previously disclosed debt sustainability analysis in the revised PREPA Fiscal Plan certified in June 2023 that is based on the most recent projections of PREPA's operating costs and future demand for its services. Under the amended Plan, bondholders who sign the RSA would receive a base recovery of 44.4% on their claim as allowed by the court (or 12.5% of their asserted claim at the time PREPA entered the bankruptcy proceedings under Title III of PROMESA). The bondholders agree to support the amended Plan and not object to confirmation by the U.S. District Court or appeal after confirmation. Bondholders who decline to sign the RSA will receive 12.5% of their allowed claim (3.5% of their asserted claim). Under the amended agreement with National, the bond insurer would recover a base amount of 68.4% of its share of the allowed bond claim (or 19.27% of its asserted claim). The Plan includes two contingent value instruments (CVI). Bondholders would receive the revenue from the fixed fee element of the PREPA legacy debt charge if PREPA repays its new bonds sooner than the expected 35 years and electricity demand exceeds the PREPA Fiscal Plan projections. Bondholders would also receive a share of the savings in the cost of fuel generated by the operator of PREPA's power plants for the term of the operator's agreement. General unsecured creditors would recover approximately 13.5% of their claims, which was unaffected by the U.S. District Court's ruling on bondholder claims. The prior Plan Support Agreement (PSA) with PREPA's Fuel Line Lenders to receive new Series A bonds, a Settlement Agreement with holders of approximately $75 million in uninsured PREPA bonds, and a plan support commitment from Vitol Inc. remain in place. The BlackRock managed funds and accounts, Nuveen, Taconic, Whitebox, and Franklin have committed to purchase the new Series B Bonds to be issued by PREPA under the amended Plan for $1.6 billion in cash. This will enable PREPA to pay certain creditors under the Plan in cash rather than in new bonds. The Series B Bonds will carry an average annual interest rate (coupon) of approximately 7% and will be paid by a hybrid legacy charge consisting of a flat connection fee and a volumetric charge that would be added to PREPA customers' electricity bills based in part on their electricity usage. In the third amended Plan, this PREPA legacy charge is substantially reduced from the previous Plan. The estimated PREPA legacy charge for customers not currently benefiting from subsidized electricity rates would now be, on average, about $8.71 a month, a 5% increase in the overall electricity bill based on the updated data in the PREPA Fiscal Plan. The PREPA legacy charge would exclude qualifying low-income residential customers from the connection fee and the volumetric charge for up to 425 kilowatt hours (kWh) per month, the usage for median income households in Puerto Rico according to data provided by LUMA Energy and other sources. Almost half of PREPA's roughly 1.4 million residential customers would not pay any PREPA legacy charge if their consumption remains under 425 kWh per month. For non-subsidized residential customers, the proposed PREPA legacy charge would be: * A flat $1 per month connection fee. * $0.007 per kWh for up to 425 kWh per month of electricity provided by PREPA, and $0.027 per kWh for electricity above 425 kWh per month. For commercial, industrial, and government customers, the PREPA legacy proposed charge would be: * A connection fee of $1.25 per month for small business customers and smaller industrial companies, and up to $112.50 per month for large businesses proportional to their current rate. * Between $0.013 and $0.027 per kWh per month for electricity provided by PREPA. The proposed PREPA legacy charge remains subject to approval by the Puerto Rico Energy Bureau (PREB), the independent energy regulator. The Oversight Board took many factors and significant data into consideration to determine the PREPA legacy charge, and carefully analyzed how much Puerto Rican households pay for their energy needs as a share of their income. In June, the Oversight Board certified a revised Fiscal Plan for PREPA that reflect updated projections for electricity demand and costs. The projections PREPA and grid operator LUMA Energy submitted to the Oversight Board for the new Fiscal Plan included a higher cost forecast than previously projected, including costs related to the mandated energy efficiency initiatives. The PREPA pension treatment remains unchanged under the third amended Plan. PREPA retirees will be paid in full for all benefits earned through the effective date of the Plan. After that date, no further benefits can be earned under the defined benefit plan by existing or new participants. Current PREPA employees and those who previously moved to government employment but remained in PREPA's plan will be able to enroll in the government's defined contribution plan. About Puerto Rico Puerto Rico is a self-governing commonwealth in association with the United States. The chief of state is the President of the United States of America. The head of government is an elected Governor. There are two legislative chambers: the House of Representatives, 51 seats, and the Senate, 27 seats. The governor-elect is Ricardo Antonio "Ricky" Rossello Nevares, the son of former governor Pedro Rossello. In 2016, the U.S. Congress passed PROMESA, which, among other things, created the Financial Oversight and Management Board and imposed an automatic stay on creditor lawsuits against the government, which expired May 1, 2017. The members of the oversight board are: (i) Andrew G. Biggs, (ii) Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J. Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii) David A. Skeel Jr. On May 3, 2017, the Commonwealth of Puerto Rico filed a petition for relief under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act ("PROMESA"). The case is pending in the United States District Court for the District of Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's PROMESA petition is available at http://bankrupt.com/misc/17-01578-00001.pdf On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation (COFINA) commenced a case under Title III of PROMESA (D.P.R. Case No. 17-01599). Joint administration has been sought for the Title III cases. On May 21, 2017, two more agencies -- Employees Retirement System of the Government of the Commonwealth of Puerto Rico and Puerto Rico Highways and Transportation Authority (Case Nos. 17-01685 and 17-01686) -- commenced Title III cases. U.S. Chief Justice John Roberts named U.S. District Judge Laura Taylor Swain to preside over the Title III cases. The Oversight Board has hired as advisors, Proskauer Rose LLP and O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic consultant, Citigroup Global Markets as municipal investment banker, and Ernst & Young, as financial advisor. Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M. Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq., at O'Neill & Borges LLC are onboard as attorneys. Prime Clerk LLC is the claims and noticing agent. Prime Clerk maintains the case Web site https://cases.primeclerk.com/puertorico Jones Day is serving as counsel to certain ERS bondholders. Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General Obligation Bondholders. RETAILING ENTERPRISES: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized Retailing Enterprises, LLC to use the cash collateral of the City National Bank of Florida on a final basis in accordance with the budget, with a 10% variance. The Debtor asserted it has a pressing need to continue using cash collateral to continue operating as a going concern -- including funding its day-to-day operations which includes payroll, rent, vendors, and the purchase of inventory -- minimize disruption, and stabilize business operations in connection with the Chapter 11 case. As of the bankruptcy filing date, the Debtor owed CNB Florida about $7.6 million. The indebtedness is comprised of a line of credit and two term loans which are secured by, inter alia, a Promissory Note, Commercial Security Agreement, and Guaranties of Payment and Performance executed by Retailing Enterprises PR, Inc., Newport Venture Limited, The Watch Brand Company, LLC, and Mauricio Krantzberg. The Pre-Petition Secured Indebtedness is secured by valid, enforceable, properly perfected, first priority, and unavoidable liens on and security interests on and encumbering substantially all of the tangible and intangible assets of the Debtor pursuant to the terms of the loan agreements, promissory notes, security agreements, pledge agreements, guaranties, UCC-1 financing statements and other related agreements. The Debtor is authorized to use cash collateral as set forth in the Third Interim Order commencing from September 9, 2023 through and including (but not beyond) the earliest to occur of (i) the date on which a Termination Event will occur, and (ii) any order modifying the Debtor's authority to use cash collateral not consented to by the Lender; provided that such use of will be in accordance with the Budget and to pay Statutory Fees. These events constitute a "Termination Event": a. Failure of the Debtor to abide by the terms, covenants, and conditions of the Third Interim Order or the Budget; b. Any Subsequent Budget is not approved by the Lender; c. An application is filed by the Debtor for the approval of (or an order is entered by the Court approving) any claim arising under 11 U.S.C. Section 507(b) of the Bankruptcy Code or otherwise, or any lien in the Chapter 11 Case, which is pari passu with or senior to the Pre-Petition Indebtedness or the adequate protection Replacement Liens granted herein, unless consented to in writing by the Lender; d. The commencement or support of any action by the Debtor or any other authorized person against the Lender to subordinate or avoid any liens made in connection with the Pre-Petition Secured Loan Documents or to avoid any obligations incurred in connection therewith; e. The use of cash collateral for any purpose not authorized by the Third Interim Order; f. Failure of the Debtor to timely pay undisputed fees of the U.S. Trustee pursuant to 28 U.S.C. Section 1930; g. Appointment of a Chapter 11 trustee or the appointment of an examiner with expanded powers over the Debtor; h. Conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code; i. The Chapter 11 Case is dismissed; j. The entry of an order of the or any other Court of competent jurisdiction (other than the Final Order) reversing, staying, vacating or otherwise modifying in any material respect the terms of the Third Interim Order; or k. The Debtor seeks to obtain financing that does not satisfy the Pre-Petition Indebtedness in full that seeks to prime any of the Lender's Pre-Petition Liens or Replacement Liens. As adequate protection, the Lender is granted a continuing and perfected replacement security interest in, and lien on all of the Debtor's and the Debtor's estate's right, title and interest in and to the following property of the Debtor: (a) all Pre-Petition Collateral of the Lender, and (b) all property acquired by the Debtor after the Petition Date, which is of the same nature, kind, and character as the PrePetition Collateral, and all proceeds, profits, rents, and products thereof. The Replacement Liens will have the same priority, validity, force, extent, and effect as the liens that they replace, effective as of the Petition Date without the necessity of the Lender taking any further action, provided however that such Replacement Liens will be junior only to the Carve-Out. As additional adequate protection, in the event that the adequate protection provided in the Interim Order is insufficient to protect the interests of the Lender or from a diminution in value of the Pre-Petition Collateral arising from and after the Petition Date, subject to the Carve Out, the Lender's claim in the Chapter 11 Case for such adequate protection and/or diminution will have priority over any and all administrative expenses and all other claims against the Debtor. A copy of the order is available at https://urlcurt.com/u?l=PKlGQo from PacerMonitor.com. About Retailing Enterprises, LLC Retailing Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30, 2023. In the petition signed by Mauricio Krantzberg, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott M. Grossman oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor as legal counsel. RIHH LLC: Court OKs Cash Collateral Access Thru Oct 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized RIHH, LLC to use cash collateral on an interim basis in accordance with the budget, with a 20% variance, through October 31, 2023. Pre-petition creditor Amerisource Bergen Drug Corp. has a valid, perfected and secured lien and security interest in the Debtor's assets securing the Debtor's indebtedness in the approximate amount of $2.4 million as of the Petition Date. Financial Resources Federal Credit Union, a pre-petition creditor, was also granted a security interest in cash collateral that is junior to the interest of ABDC and which interest secures two SBA-guaranteed loans with an aggregate balance as of the Petition Date of approximately $3.4 million. The Debtor requires the use of cash collateral to (a) maintain and preserve its business assets, and (b) continue operation of its business, including payroll and payroll taxes, insurance expenses and monthly adequate protection payments to ABDC as reflected in the Cash Collateral Budget, as well as statutory fees pursuant to 28 U.S.C. Section 1930(a)(6). As adequate protection for use of the cash collateral, ABDC will be granted a replacement perfected security interest under 11 U.S.C. Section 361(2) in all post-petition assets of the Debtor. To the extent the adequate protection provided for proves insufficient to protect ABDC's interest in and to the cash collateral, ABDC will have a super-priority administrative expense claim, pursuant to 11 U.S.C. Section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. Section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. Section 1930(a)(6). Excluded from this super-priority administrative claim are any causes of action arising under Chapter 5 of the Bankruptcy Code. The liens and security interests granted are automatically deemed perfected upon entry of the Order without the necessity of ABDC taking possession, filing financing statements or other documents. Beginning September 15, 2023, the Debtor will be required to continue to make its regular monthly payment(s) to ABDC as adequate protection payments in the amount of approximately $25,000/month, for the duration of the Order. A final hearing on the matter is set for September 26, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=2pmKWI from PacerMonitor.com. About RIHH, LLC RIHH, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-17209) on August 21, 2023. In the petition signed by Fabian A. Herrera, CEO, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. E. Richard Dressel, Esq., at Lex Nova Law, LLC, represents the Debtor as legal counsel. SACKS WESTON: Seeks Cash Collateral Access ------------------------------------------ Sacks Weston LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. Since 1994, the Firm's primary practice area has been complex litigation—including class action and qui tam litigation -- but it has also provided representation for clients in the areas of personal injury and subrogation. The Firm's complex litigation began in the context of personal and property injuries from radioactive contamination caused by oil production operations. The Firm prosecuted dozens of actions in both state and federal courts, with the litigation culminating in a jury award of one billion dollars in punitive damages. The Firm's early complex litigation work also included prosecuting numerous other class actions, including Microsoft antitrust and Neurontin litigation. Internationally, Sacks Weston was part of the U.S. legal team that prosecuted the European Community's RICO and money laundering claims against American, British and Japanese tobacco companies. The current corporate form of Sacks Weston began in January 2012, under the name Sacks, Weston & Petrelli, LLC, when the Firm expanded and diversified its practice to include an hourly-based family law practice to compliment the pending complex, contingency-based cases. On February 6, 2015, the Firm obtained litigation funding from an entity known as Series 2 - Virage Master LP, which lent the Firm the principal sum of $2.575 million and collateralized that Loan with the proceeds of certain specified cases against which the money was lent, all consistent with industry custom and practice. Thereafter, on August 12, 2016, the Firm obtained an additional loan from another Virage-related entity known as Series 4 - Virage Master LP under similar terms to the foregoing loan from Series 2 - Virage Master LP. Subsequently, on June 5, 2017, the Firm—which at the time was called Sacks Weston Diamond, LLC—entered into a loan agreement with Virage SPV 1 LLC that effectively refinanced and consolidated the two aforementioned Virage Master LP loans and provided a small additional advance of funds. In total, the promissory note signed in connection with the Virage Loan was for the amount of $5.8 million. The guarantors for the Virage Loan were the Firm principals at that time, Andrew B. Sacks, John K. Weston and Scott E. Diamond. The Firm believed and indeed treated the Virage Loan in a manner similar to all prior loans with Virage-related entities insofar as the proceeds from the specific cases funded by Virage would act as collateral for the Virage Loan. Nevertheless, the Virage Loan terms were onerous and had viability only if the Firm was able to recover on cases relatively quickly because the principal balance of the loan accrued interest at an annual rate of 22.5% and was secured by certain of the Firm's case proceeds where 60% of such proceeds were required to be paid to Virage upon receipt by the Firm. The maturity date of the Virage Loan was June 5, 2021. In July 2020, the Firm terminated Diamond and removed him as a member of the Firm because of alleged fraud involving the diversion of Firm revenues. As a result, the Firm name was changed to its present name, Sacks Weston, LLC. The combined economic consequences associated with the staggering amount of the Firm's revenues being diverted by Diamond and the ensuing upheaval occurring at the Firm through the loss of what was thought to be an integral part of the Firm’s practice and cash flow, caused the Firm to identify possible refinancing sources to address the impending Virage Loan maturity date in June 2021. Unfortunately, despite the fact that the Firm was able to secure refinancing commitments through multiple lenders, the amount of funding was insufficient to cover the exorbitant interest being charged by Virage, and when Virage refused to compromise its indebtedness, the Firm was not able to refinance the Virage Loan or retire it by the June 6, 2021 maturity date. Instead, Virage agreed only to formally extend the loan maturity date for a mere three weeks until June 26, 2021. On June 24, 2022, the United States Attorney's Office charged Diamond with one count of mail fraud and one count of wire fraud. In November 2022, Diamond pled guilty to the charges, and Diamond was sentenced to six months imprisonment and was required to pay restitution to the Firm in the amount of $319,931--an amount far less than what was believed to have been diverted from the Firm. In May 2023, the Firm received a payment on account of the restitution only in the amount of $274,913, which the Firm deposited into its operating account and used to pay its operating expenses. On March 24, 2023, Virage filed suit against the Firm and the guarantors of the Virage Loan in the Court for the 152nd Judicial District of Harris County, Texas. In the Virage Suit, Virage filed an Amended Petition and Application for Temporary Restraining Order and Temporary Injunction on July 31, 2023. On August 18, 2023, the Harris County Court entered a temporary injunction--largely mirroring the Temporary Restraining Order dated July 31, 2023 directing the Firm (and other named defendants) to: (1) refrain from transferring, selling, or encumbering certain claimed collateral, (2) disclose to Virage the payment status and identity of the claimed collateral, and (3) deposit 60% of claimed collateral proceeds into the Registry of the Harris County Court within 7 days. A search of the Pennsylvania Department of State Uniform Commercial Code records indicates that, other than Virage, only the Commonwealth of Pennsylvania Department of State has filed UCC-1 financing statements, and those financing statements purport to perfect a security interest in the Debtor's personal property. The Debtor needs immediate use of cash to pay ordinary and necessary expenses, such as rent and payroll. The Debtor projects its cash collateral needs for the period commencing on the Petition Date for a period of 30 days or through September 25, 2023 to be $30,139. The Secured Creditors' interest in the Account Funds used by the Debtor for ordinary course transactions will be protected as follows: to the extent that the Secured Creditors have valid, perfected and non-avoidable liens in the Account Funds and the Debtor's use of the Account Funds diminishes such interest, the Debtor will grant such Secured Creditors' automatic replacement liens in the following post-petition and/or unecumbered assets of the Debtor: a. Monthly rents paid to the Debtor by three commercial office subtenants, in the aggregate amount of $4.750 million which the Debtor submits is an unencumbered asset and is not cash collateral to the extent identifiable as of the Petition Date or to the extent received post-petition. b. The value of the Debtor's fees attributable to work performed by the Firm post-petition on its current cases, in the estimated aggregate amount of in excess of $100,000 through 2023—i.e., at least over three times the amount of cash sought to be used by the Debtor. c. All remaining assets of the Firm, to the extent not already encumbered by the PA DOS's perfected security interest. A copy of the motion is available at https://urlcurt.com/u?l=lMrHVE from PacerMonitor.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. The Debtor is represented by David B. Smith, Esq. at SMITH KANE HOLMAN, LLC. SAM'S SERVICE CO : Sam's Automotive Hits Chapter 11 Bankruptcy -------------------------------------------------------------- Scott Gilbert of Englewood Herald reports that Sam's Automotive has filed for bankruptcy to stall a foreclosure of its property at Oxford Avenue and Navajo Street in Englewood. Majority owner Mike Chavez told the Englewood Herald that the Aug. 23, 2023 bankruptcy filing is "absolutely" a result of unexpectedly long delays in his plan to sell the site to an apartment developer. The property at 1314 W. Oxford Ave. is still owned by Sam's Service Co., which did business for decades as Sam's Automotive, and the Chapter 11 bankruptcy filing puts the foreclosure on hold. "When we started this it was supposed to have been a turnkey operation," Chavez said of his agreement to sell the 5.4-acre Sam's body-shop site for $13.5 million to Texas-based apartment developer Embrey Partners, which plans to build a 395-unit residential complex there. But it's been nearly two years since Embrey and Sam's signed that deal. A string of delays -- including back-and-forth petition fights and now a court case over attempts to stop the rezoning needed for the development -- has kept the deal from coming to fruition far longer than Chavez anticipated. The delays mean the site lacks the "non-appealable zoning" that Embrey requires before it will start paying Chavez the escrow portion of the ultimate $13.5 million transaction. Without the escrow payment that Chavez had counted on to cover the expenses of the now-closed Sam's Automotive, the business has been unable to pay bills -- including the interest payments on a $2.8 million loan that would have come due as a "balloon" at the end of this month. That loan was made by the Florida-based Kresher Capital private lending operation, which launched a foreclosure of the Sam's property on Aug. 11, 2023. Sam's Automotive took out the loan in September 2022, a time when Chavez so firmly believed the Embrey development plan faced smooth sailing that he closed Sam’s at the end of the following month. "Then things started getting postponed," Chavez said. Delays begin First the City of Englewood wanted more traffic and sewer studies, Chavez said. With those squared away, a city council public hearing on the necessary rezoning was held on March 6, 2023, with final approval of the planned unit development (PUD) rezoning on April 3. But it turned out that the PUD approval wasn't so final. Englewood residents who were opposed to apartment development -- including some who were energized by their anger at four city council members who were then touting a plan to allow fourplexes in single-family zoning -- circulated a referendum petition to undo the Sam's PUD rezoning and keep it as industrial zoning. In June 2023, the city clerk's office ruled the petition had enough valid signatures to set a referendum vote on the rezoning, but Embrey worked with a city resident to require a hearing on the clerk's finding, and the hearing officer threw out more petition signatures and found the petition insufficient. The neighborhood residents who had launched the referendum petition, Davon Williams and Gary Kozacek, then filed a legal complaint in Arapahoe County District Court against City Clerk Stephanie Carlile, alleging various procedural errors in the course of the petition fight. The continuing court case is what is keeping the Sam's site from having the "non-appealable zoning" that Embrey requires before disbursing any money to Chavez. The city is fighting the legal complaint with the assistance of private counsel, which filed a motion to dismiss the case on Aug. 21. If the court dismisses the case, the response periods that are allowed for each side mean the earliest the Sam's rezoning could be "non-appealable" would be mid-October -- but there are no guarantees about any of that. "My debt is a quarter of the value of the property," Chavez said. The bankruptcy petition lists more than $3.9 million in total liabilities, most of which is the outstanding loan from Kresher, and nearly $14 million in assets, most of which is the still-unrealized $13.5 million sale price of the Sam's lot. In addition to the money owed to Kresher, Sam's other creditors include the Small Business Administration for nearly $140,000, supplier FinishMaster Inc. for nearly $137,000, and the Arapahoe County treasurer for nearly $100,000 in property taxes. Bankruptcy stops clock In a lengthy phone call with the Herald, Chavez emphasized several times that the Chapter 11 bankruptcy is a reorganization to allow him time to pay all creditors everything they're owed while stalling the foreclosure filed by the Florida lenders. "I will make everybody whole once this thing's done," he said. The stigma of bankruptcy weighs heavy on Chavez, who told the Herald he had long prided himself on paying his obligations on time. "I'm so ashamed of this," he said. "I wake up at 3 o'clock in the morning. I pace. I can't sleep so I get up and make some coffee — y'know, I gotta stop thinking. "Actually I'll clean my house or I'll get on my treadmill or I'll go walk the dog. About 5 o'clock I'll lie down another 45 minutes or an hour. Rinse and repeat the next night. "It's sad. It's humiliating. I'm embarrassed." Ultimately, Chavez expects that the delays will end, the Embrey deal will go through, his creditors will be paid, and the apartment complex will be built on land that, finally, he will no longer own. But even if the Embrey deal doesn't pan out, at age 67 and with his longtime business now closed, Chavez will be getting out of the rat race one way or another. "Every week I'm getting a phone call from someone who wants to know about the property," he said of would-be buyers. "If the runway runs out on Embrey, I'm gonna look for a quick closing. I'll look for someone who doesn't need to deal with zoning," Chavez said, mentioning a FedEx contractor who might want the property for its existing industrial use. Still, his hope remains a deal with Embrey, with any luck by the end of the year, rather than taking a lower offer for industrial use. Other buyers might think he's desperate, Chavez said, but he won't be lowballed: "I'm a fighter." About Sam's Service Co. Sam's Service Co., doing business as Sam's Automotive, manufactures aluminum auto parts. The Company offers roof rail and crossbeam systems, door and vehicle high gloss packages, columns, panels, bottom edges of doors, and door sill trim products. SAM Automotive serves customers in Germany. Sam's Service sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 23-13762) on Aug. 23, 2023. In the petition filed by Michael T. Chavez, as president, the Debtor reported assets between $10 million and $50 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by: Aaron A Garber, Esq. PO Box 2065 Englewood, CO 80150 SEASPAN CORP: S&P Affirms 'BB-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed all its ratings on Seaspan Corp. (Seaspan), including its 'BB-' issuer credit rating. The stable outlook reflects S&P's expectation that Seaspan will maintain an adjusted FFO to debt ratio of 12%-15% over the next couple of years amid its planned debt-financed fleet expansion. S&P said, "Our rating affirmation primarily reflects our expectation that Seaspan's adjusted FFO to debt will be 12%-15% over the next couple of years. Our forecast assumes a modest increase in adjusted EBITDA and operating cash flow generation this year as earnings from net new vessels entering service is offset in part by increased normal-course dry docking expenses and modest cost inflation. Adjusted EBITDA should then further expand and approach US$1.8 billion in 2025 from US$1.2 billion to US$1.3 billion in 2023, stemming primarily from cash flow contributions from new vessel charters. We estimate these new vessels will contribute to elevated capital expenditures of about US$2.5 billion in 2023 and about US$3.0 billion in 2024, resulting in a free operating cash flow (FOCF) deficit of US$1.5 billion to US$1.7 billion in each year, and higher adjusted debt levels. "Still, we believe the company will maintain adjusted FFO to debt of 12%-15% over the next couple of years. Our estimates incorporate debt repayments earlier in the year, partially funded from equity contribution from Seaspan's ultimate owners, and proceeds from the company's vessel sales, which reduce external financing needed for the company's ongoing capital requirements. We expect the company's credit measures will further improve in 2025 underpinned by full annual impact of earnings from new vessels entering service and potential voluntary debt reduction from sizable estimated positive FOCF generation that year. "We believe Seaspan's objective is to continue to expand its containership leasing business through newbuild vessels. The company's fleet of new vessels scheduled for delivery between the second half of 2023 and the end of 2024 is 51, a significant amount relative to its current fleet (139 vessels on June 30, 2023). All these vessel investments have long-term chartering contracts upon entry into service but will lead to incremental debt, all of which is from already committed sources of funding. "We believe freight rates will remain under pressure in the near term. This reflects the large number of new vessel deliveries across the industry, in addition to macroeconomic uncertainty and the risk slowing global growth can have on freight volumes. In our view, accelerating containership supply will likely outpace demand growth in the coming quarters. To illustrate how much capacity could be added over the next few years, the industry's current order book accounts for about 30% of the total global fleet, compared with an all-time low of 8% in October 2020, according to Clarkson Research. That said, we believe Seaspan's container liner customers will implement measures to reduce capacity and manage excess supply. Accordingly, in our base case, we assume average time charter rates through 2025 will ultimately stabilize below the average rates in 2021 and 2022. "As such, our estimated earnings and operating cash flows for Seaspan through 2024 are lower than our previous estimates, primarily due to moderated charter rates and continued cost pressures. As a result, we expect the company will generate modestly lower margins, compared with 2022 and our previous expectations, but still maintain it above 70%. However, our view of the company's profitability is tempered by its relatively lower (compared with industry peers) return on capital of less than 10%, which mainly reflects significant investment requirements for the company's planned newbuild program." Seaspan is the world's leading containership charterer, which is a competitive advantage and contributes to operating stability. Seaspan is a leading independent lessor, owner, and operator of containerships globally. It leases its vessels primarily under long-term, fixed-rate, time charters to the largest container shipping liners. The fleet consists of 139 containerships (as of June 30, 2023) with a total capacity of about 1.3 million 20-foot-equivalent units (TEU). Including the planned newbuilds entering service through 2024, the company expects to operate 190 vessels with approximately 1.9 million TEU of capacity. The average age of the pro forma fleet is just over five years, which is more than twice as young than the global average, with an average remaining contracted charter period over seven years on a TEU-weighted basis. The relatively large share of contracted volumes (at fixed prices) and consistently high capacity utilization (averaging 98% annually) provide strong earnings visibility. Seaspan's fleet represents about 13% of globally leased containership capacity, well above that of the next six largest competitors. S&P said, "Most of the fully delivered fleet is composed of vessels with capacity of at least 10,000 TEU, which we believe are increasingly demanded by global liners. In our view, the chartering of larger vessels increases barriers to entry, affords greater economies of scale, and should improve the company's ability to re-charter as contracts expire relative to smaller capacity vessels. Seaspan also benefits from its long-term relationships with the world's largest container shipping liners. Large liners typically prefer to lease vessels from operators with diverse funding sources, a proven operating track record, and relatively modern vessels (especially because they have lower fuel costs)." Seaspan has contracts in place for almost all of its capacity for the next two years, all of which are noncancellable (take or pay) and U.S.-dollar denominated. Its fixed-rate contract profile (with a pro forma duration of over seven years) and historically high vessel utilization, with about US$18 billion of gross contracted cash flows, provide revenue and earnings visibility. In our view, the company's laddered contracts mitigate re-chartering risk within a short period, at least in the near term. Given that large vessels typically see less volatility in charter rates, and with Seaspan's fleet skewed toward 10,000+ TEU capacity, S&P assumes the company will realize relatively stable average charter rates over the next few years. S&P said, "The stable outlook reflects our expectation that Seaspan will generate very stable operating cash flows due in large part to a significant portion of its revenue being generated from long-term, fixed-price contracts. The stable outlook also reflects our view that the company will sustain adjusted FFO to debt above 12% over the next couple of years, despite an increase in debt to fund vessel growth. "We could lower our rating on Seaspan within the next 12 months if we expect adjusted FFO to debt will fall below 12% on a sustained basis. This could occur if the company's debt balance increases significantly to finance additional vessels or distributions to shareholders. A downgrade could also occur if market conditions in the shipping sector deteriorate for an extended period, resulting in a decline in average daily charter rates or reduced customer credit quality that leads to unfavorable changes to charter contracts or payment issues. "We could raise the rating within the next 12 months if we expect the company will sustain adjusted FFO to debt above 20%. This could occur if average daily charter rates exceed our assumptions, underpinned by a sustained improvement in market conditions, while the company remains prudent with use of debt and dividend distributions." SIMPLETECH REPAIR: Court OKs Cash Collateral Access Thru Sept 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York authorized Simpletech Repair LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through September 28, 2023. The Debtor requires the use of cash collateral to fund payroll and the operating business expenses. The prepetition secured lender who has an interest in the cash collateral are Lyons National Bank, Stor RB One Limited, and UCC Rep. On October 2, 2017 the Debtor and Lyons entered into a secured line of credit of which allegedly has $100,000 due and owing as of which is secured by the Debtor's interest inventory, chattel, paper, accounts, equipment and general intangibles. On May 22, 2023 the Debtor and Stor RB One entered into secured agreement which was filed on May 22, 2023 and the UCC statement is not available to ensure what this obligation is secured by, but the Debtor assumes that this secured creditor has a security in the same collateral as Lyons. On June 30, 2023 the Debtor and UCC Rep entered into a secured agreement which was filed on June 30 2023 and the UCC statement is not available to ensure which this obligation is secured by, but the Debtor also assumes that this secured creditor has the security in the same collateral as Lyons. The court ruled that the parties that assert liens or interests in the Debtor's assets as of the Petition Date are granted roll-over or replacement liens or interests of the same kind, in the same assets, and to the same extent and with the same priority as they had prepetition pursuant to 11 U.S.C. sections 361 and 363 pending conclusion of the Interim Hearing. As adequate protection, the Secured Parties will receive Rollover Liens to the same extent to their prepetition liens. As additional adequate protection for Lyons' first lien (i) Lyons will receive Adequate Protection Payments, (ii) Lyons will receive certain postpetition reporting, and (iii) Lyons will have the right to credit bid its claim as set forth therein. These events constitute an "Event of Default": a. the Debtor's material breach of any of the terms or provisions of the Interim Order, including providing the Adequate Protection as set forth therein, and the failure of the Debtor to cure such breach within seven days of receiving notice of same; e-mail notification sent to the Debtor's counsel will be sufficient notice of an event of default thereunder, b. the Debtor making a payment that was not approved by Lyons through its approval of the Budget (other than a payment which does not result in the Debtor exceed ing the Permitted Variance) or, fora payment outsideof the Budget, approved by Lyons with its prior written consent to such payment; c. any stay, reversal, vacatur or rescission of the terms of the Interim Order, d. the Debtor's actual cash disbursements varying from the approved Budget in excess of the Permitted Variance; e. the Court entering an order granting relief from the automatic stay with respect to any asset in which the Debtor's estate holds an interest; f. entry of an order by the Court dismissing the Debtor's Subchapter V Case or converting the Subchapter V Case to a case under chapter 7 of the Bankruptcy Code; g. the appointment of a chapter 11 trustee; or h. the Court will not have entered a subsequent interim or Final Order by September 28, 2023. An final hearing on the matter is set for September 28 at 11:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=x2rq0E from PacerMonitor.com. The Debtor projects total income, on a weekly basis, as follows: $15,464 for the week starting September 21, 2023; $20,406 for the week starting September 28, 2023; and $21,206 for the week starting October 6, 2023. About Simpletech Repair LLCs Simpletech Repair LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. N.Y. Case No. 23-30542-5-wak) on August 4, 2023. In the petition signed by Jeffrey VanDusen, sole and controlling member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wendy A. Kinsella oversees the case. Maxsen D. Champion, Esq. represents the Debtor as legal counsel. SSG LLC: Tamara Miles Ogier Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 21 appointed Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC, as Subchapter V trustee for SSG, LLC. Ms. Ogier will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Ogier declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tamara Miles Ogier, Esq. Ogier, Rothschild & Rosenfeld, PC P.O. Box 1547 Decatur, GA 30031 Phone: (404) 525-4000 Email: tmo@orratl.com About SSG LLC SSG LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58340) on Aug. 30, 2023, with up to $10 million in both assets and liabilities. Brian Ramsey, member, signed the petition. Judge Sage M. Sigler oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. ST. MARGARET'S HEALTH: Files for Chapter 11 Bankruptcy ------------------------------------------------------ Tom Collins of Shaw Local News Network reports that St. Margaret's Health has filed for Chapter 11 bankruptcy and disclosed at least 1,000 creditors who are owed not less than $10 million but not more than $50 million. Two petitions were filed August 31, 2023, -- one for St. Margaret's Health-Spring Valley and one for St. Margaret's-Peru (formerly Illinois Valley Community Hospital) -- in Chicago with the U.S. Bankruptcy Court for the Northern District of Illinois. The twin petitions, signed Thursday by Tim Muntz, president and CEO of St. Margaret's Health, showed a seemingly identical listing of creditors. "OSF HealthCare has been made aware that St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley have filed for bankruptcy," OSF said in a Friday, September 1, 2023, statement. "OSF HealthCare will seek the bankruptcy court's approval of our signed agreement for the purchase of specific St. Margaret's Health-Peru assets. "Once we receive the court's approval, we hope to close our transaction and take possession of the assets as quickly as possible. We are looking forward to expanding our service to the Illinois Valley communities by reopening the Peru hospital campus and other properties that are part of the transaction." About St. Margaret's Health - Spring Valley St. Margaret's Health - Spring Valley operates a general medical and surgical hospital. St. Margaret's Health sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11642) on Aug. 31, 2023. In the petition filed by Timothy A. Muntz, as president and CEO, the Debtor reported assets and liabilities between $10 million to $50 million. The Debtor's Counsel: Howard L. Adelman, Esq. ADELMAN & GETTLEMAN, LTD. 53 West Jackson Boulevard Suite 1050 Chicago, IL 60604 Tel: 312-435-1050 E-mail: hla@ag-ltd.com T. JONES TRUCKING: Court OKs Cash Collateral Access Thru Sept 27 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized T. Jones Trucking, LLC to use cash collateral on an interim basis in accordance with the budget, through September 27, 2023. Blue Water Capital; CT Corporation System, as representative; Mantis Funding; Corporation Service Company; Infusion Capital Group; and First Corporate Solutions as representatives, assert a lien or security interest in the Debtor's cash collateral. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) additional amounts as may be expressly approved in writing by Secured Creditor. The Court said Blue Water, CT Corporation, Mantis Funding, Corporation Service, Infusion Capital, and First Corporate Solutions will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditor and the Inferior Interests. A continued preliminary hearing on the matter is set for September 27 at 10:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=2G9M4Z from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $25,011 for September 2023; and $25,011 for October 2023. About T. Jones Trucking T. Jones Trucking, LLC filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 23-01392) on April 14, 2023, with as much as $1 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by BransonLaw, PLLC. TEHUM CARE SERVICES: Chapter 11 Trustee Appointment Declined ------------------------------------------------------------ Emily Lever of Law360 reports that a Texas bankruptcy judge declined Tuesday, Sept. 5, 2023, to assign a Chapter 11 trustee to oversee the restructuring of prison health care contractor Tehum Care Services, despite the insistence of dozens of creditors who said the company's director had engaged in fraudulent transfers. About Tehum Care Services Tehum Care Services Inc., doing business as Corizon Health Services Inc., is a privately held prison healthcare contractor in the United States. It is based in Brentwood, Tenn. Tehum Care Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-90086) on Feb. 13, 2023. In the petition filed by Russell A. Perry, as chief restructuring officer, the Debtor reported assets between $1 million and $10 million and liabilities between $10 million and $50 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped Gray Reed & McGraw, LLP as bankruptcy counsel; Bradley Arant Boult Cummings, LLP, as special litigation counsel; and Ankura Consulting Group, LLC, as financial advisor. Russell A. Perry, senior managing director at Ankura, serves as the Debtor's chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims, noticing and solicitation agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Stinson, LLP and Dundon Advisers, LLC, serve as the committee's legal counsel and financial advisor, respectively. TITAN MECHANICAL: William Avellone Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 11 appointed William Avellone of Chartered Management as Subchapter V trustee for Titan Mechanical Corp. Mr. Avellone will be paid an hourly fee of $375 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Avellone declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William B. Avellone 10 South Riverside Plaza, Suite 875 Chicago, IL 60606 Tel. (312) 273-4004 Email: bill.avellone@charteredmgt.com About Titan Mechanical Titan Mechanical Corp. is a wholesaler of hardware, plumbing, heating equipment and supplies in Orland Park, Ill. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11529) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. John Netzel, secretary, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bach, Esq., at Bach Law Offices represents the Debtor as bankruptcy counsel. TRANSIT PHYSICAL: Unsecureds to Get $508.5K Over 60 Months ---------------------------------------------------------- Transit Physical Therapy PC submitted a First Amended Plan of Reorganization dated September 7, 2023. The Debtor, through the Plan, proposes a 5-year repayment period, paying $8,475.61 per month for 60 months on the general unsecured claims, for a total of $508,537 during the Plan. This Plan will pay 50% of the allowed general unsecured claims at 0.00% interest. The Plan will be funded from the Debtor's ongoing monthly net profits. On the Petition Date, the Debtor serviced on average 5,014 patients per month. In the month of April 2023, Debtor serviced 5,080 patient visits; in May 2023, it serviced 5,847 patient visits; in June and July 2023, on average, it serviced 5,969 patient visits per month; and in August 2023; the Debtor serviced 7,039 patient visits. The Debtor anticipates a steady increase of patient visits as its business continues to grow. Class 3 consists of General Unsecured Claims. This Class shall receive monthly payments in the amount of $8,475.61 per month to be prorated amongst the creditors, starting on the first day of each calendar month and will commence on the first day of the first month after the effective date and will end after 60 monthly payments. This Class shall be paid 50% of claims at 0.00% interest. Total paid to unsecured claims shall be $508,537. The allowed unsecured claims total $1,017,073. The Plan will be funded through projected disposable income of approximately $22,000 per month following confirmation. The final Plan payment is expected to be paid 60 months after the effective date. A hearing on the confirmation of the Plan is scheduled for October 26, 2023, at 1:30 P.M. in Courtroom No. 302 at the U.S. Bankruptcy Court, Central District of California, Riverside Division, 3420 Twelfth Street, Riverside, CA 92501. October 5, 2023 is the deadline to object to confirmation of the Plan. October 5, 2023 is the deadline to submit Ballots voting on the Plan. A full-text copy of the First Amended Plan dated September 7, 2023 is available at https://urlcurt.com/u?l=bDAYmR from PacerMonitor.com at no charge. Debtor's Counsel: Todd Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: (888) 332-8362 Fax: (866) 762-0618 E-mail: mail@theturocifirm.com About Transit Physical Therapy PC Transit Physical Therapy PC offers personal rehabilitation services including physical therapy, occupational therapy, and speech and language pathology. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11057) on March 20, 2023. In the petition signed by Mitree Michael Piromgraipakd, its president, the Debtor disclosed $2,700,328 in assets and $4,147,237 in liabilities. Judge Scott H. Yun oversees the case. Todd Turoci, Esq., at the Turoci Firm, is the Debtor's legal counsel. TRIGGER TIME: 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 Trigger Time Indoor Shooting Range, 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 Trigger Time Trigger Time Indoor Shooting Range, Inc. is a family owned and operated gun store and indoor shooting range in Tupelo, Miss. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-12642) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Greg Grissom, president, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. VENOCO LLC: California Objects Chapter 11 Land Parcel Sale ---------------------------------------------------------- Emily Lever of Law360 reports that the State of California has objected to a sale of property proposed by bankrupt oil driller Venoco LLC, saying the property to be sold isn't fully owned by the debtor but consists of marshland that falls under the purview of the state. About Venoco LLC Venoco, LLC, is a California-based and privately owned independent energy company primarily focused on the acquisition, exploration, production and development of oil and gas properties. As of April 2017, Venoco held interests in approximately 57,859 net acres, of which approximately 40,945 are developed. In the midst of a historic collapse in the oil and gas industry, Venoco, Inc. -- the predecessor in interest to Venoco, LLC -- and six of Venoco, Inc.'s affiliates commenced voluntary Chapter 11 cases (Bankr. D. Del. Lead Case No. 16-10655) on March 18, 2016, in Delaware to address their overleveraged capital structure. In under four months, the 2016 Debtors confirmed a plan eliminating more than $1 billion in funded debt and other liabilities. On April 17, 2017, each of Venoco, LLC, and six of its subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 17-10828). As of the bankruptcy filing, the Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. Judge Kevin Gross presides over the 2017 cases. The Debtors hired Morris, Nichols, Arsht & Tunnell LLP and Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and turnaround advisor; Seaport Global Securities LLC as financial advisor; and Prime Clerk LLC as claims, noticing and balloting agent. Venoco confirmed a plan of liquidation in the 2017 case, under which a post-confirmation liquidation trust was established. The liquidation plan became effective on October 1, 2018. VISTRA OPERATIONS: S&P Rates $1BB Senior Unsecured Notes 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue-level rating and '1' recovery rating to Vistra Operations Co. LLC's (Vistra Operations Co.) $500 million senior secured notes due September 2033 and its 'BB' issue-level rating, and 4 recovery rating, to the company's $1 billion senior unsecured notes due September 2031. Vistra Operations Co. is a wholly owned subsidiary of Vistra Corp. (Vistra; BB/Stable/--). The company intends to use the net proceeds from this offering for a portion of the cash component of the merger with Energy Harbor Corp. and for general corporate purposes. If the acquisition does not close, the company plans to use the proceeds to refinance upcoming maturities. The 'BB' long-term issuer credit rating and stable outlook on Vistra are unchanged. The 'BBB-' issue-level rating on the previously issued senior secured notes, with a '1' recovery rating, and 'BB' issue-level rating on the previously issued senior unsecured notes, with a '4' recovery rating, are also unchanged. WAITR HOLDINGS: Moss Adams Steps Down as Accountant --------------------------------------------------- Waitr Holdings Inc., which recently warned that there exists substantial doubt about its ability to continue as a going concern, disclosed in a regulatory filing with the Securities and Exchange Commission that on September 6, 2023, Moss Adams LLP sent the Company's Audit Committee chair a letter to inform that Moss Adams made the decision to decline to stand for re-appointment as the Company's independent registered accounting firm and, as such: 1. will not engage to audit its consolidated financial statements for the fiscal year ending December 31, 2023; and 2. the auditor-client relationship between Moss Adams and the Company will end upon completion of the review by Moss Adams of the Company's consolidated financial statements as of September 30, 2023 -- and for the three and nine-month periods ending September 30, 2023 -- and the filing of the Form 10-Q for the quarter ending September 30, 2023. Moss Adams' decision not to stand for re-appointment was not recommended by the Company's Audit Committee. Neither of Moss Adams' reports on the consolidated financial statements for the past two fiscal years ended December 31, 2022 and 2021 contained an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report with respect to the Company's consolidated financial statements for the fiscal year ended December 31, 2022 contained an explanatory paragraph indicating that there was substantial doubt about the ability of the Company to continue as a going concern. The circumstances surrounding this disclosure were not alleviated in the Company's quarterly reports on Forms 10-Q for the quarters ended March 31, 2023 and June 30, 2023. The Company added that during each of the two most recent fiscal years ended December 31, 2022 and 2021, and any subsequent interim period preceding September 6, 2023, there were no disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. The Company said it has begun the process of identifying a new independent registered public accounting firm and will disclose the engagement of that firm in accordance with SEC rules and regulations once the process has been completed. "We have authorized Moss Adams to respond fully to the inquiries of our successor accountant, upon engagement and in accordance with customary practice," the Company said. In its Form 10-Q report for the quarterly period ended June 30, 2023, delivered to the SEC last month, the Company said it has had recurring losses from operations and declines in cash positions. The Company has an accumulated deficit of $596,344,000 as of June 30, 2023. The Company has experienced negative cash flow from operations during each quarter of fiscal 2022 through the second quarter of fiscal 2023. The Company's cash position has declined from $12,066,000 at December 31, 2022 to $5,066,000 as of June 30, 2023. As of June 30, 2023, the Company has outstanding debt in the principal amount of $56,355,000 with a maturity date of May 15, 2024. In an effort to alleviate these conditions, management is evaluating the Company's expected liquidity levels and exploring potential ways of raising additional capital in order to meet its obligations, including the debt repayments which are due in less than 12 months, although there can be no assurance the Company will be able to raise additional capital on commercially acceptable terms, or at all. Additionally, management is evaluating its existing cost structure and implementing cost saving initiatives to reduce operating costs and plans to continue to implement further cost saving initiatives where appropriate. To the extent raising additional equity capital is pursued, management plans to do so in best efforts private placements, rather than through the ATM Program. The Company does not anticipate being able to utilize its ATM Program in fiscal 2023. The Company cautioned that its plans are dependent on conditions and factors, many of which are outside of its control. There can be no assurance that we will be able to generate positive cash flow from operations in any future period. Additionally, the Company may be unable to raise additional capital or enter into any financing arrangements when needed on favorable terms or at all. Accordingly, management could not conclude that it was probable that the plans will sufficiently mitigate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern. As such, the Company has concluded that substantial doubt exists about the Company's ability to continue as a going concern for a period of at least 12 months. "We are continuously reviewing our liquidity and anticipated working capital needs based on overall market and economic factors. Market conditions, future financial performance or other factors may make it difficult or impractical for us to access sources of capital on favorable terms, if at all. The failure to successfully implement our strategy to raise capital while also achieving cost savings will adversely impact our financial condition, which impact could be material, could reduce the period of time for which our anticipated working capital needs will be sufficient, and could result in the Company terminating, curtailing or ceasing operations or pursuing other strategic alternatives," the Company said. The Company reported a net loss of $12,952,000 for the three months ended June 30, 2023, from a net loss of $11,671,000 for the same period ended June 31, 2022. It posted a net loss of $20,420,000 for the six months ended June 30, 2023, from a net loss of $88,887,000 for the same period in 2022. About Waitr Holdings Waitr Holdings Inc., based in Lafayette, La., operates an online ordering technology platform, providing delivery, carryout and dine-in options, connecting restaurants, merchants, drivers and diners in certain cities in the United States. The Platform uses the "deliver anything ASAP" model making it easy for consumers to order food, alcohol, convenience, grocery, flowers, auto parts and other items. Additionally, the Company facilitates access to third parties that provide payment processing solutions for restaurants and other merchants. The Company entered into the business of facilitating access to third parties that provide payment processing solutions through the acquisition of ProMerchant LLC, Cape Cod Merchant Services LLC and Flow Payments LLC in August 2021. As of June 30, 2023, the Company had $25,374,000 in total assets against $80,338,000 in total liabilities. WINDSOR TERRACE: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 16 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Windsor Terrace Healthcare, LLC and its affiliates. The committee members are: (1) Healthcare Services Group, Inc. Representative: Peter Nenstiel 3220 Tillman Drive, Suite 300 Bensalem, PA 19020 Tel: (570) 436-6402 Email: pnenstiel@hcsgcorp.com (2) Select Rehabilitation, LLC Representative: Neal Deutsch 2600 Compass Road Glenview, IL 60026-8001 Tel: (224) 501-6438 Email: ndeutsch@selectrehab.com (3) Skilled Nursing Pharmacy Representative: Ben Mandelbaum 1900 West Garvey Avenue South, Suite 300 West Covina, CA 91790 Tel: (323) 707-5225 Email: ben@snp-rx.com (4) Ashley Clinical Diagnostic Laboratory, Inc. Representative: Maneesh A. Bansal 5542 North Figueroa Street Los Angeles, CA 90042 Tel: (213) 841-0134 Email: mbansal97@gmail.com (5) Twomagnets Inc. dba Clipboard Health Representative: Zachary Ganieany 440 North Barranca Avenue #5208 Covina, CA 91723 Tel: (630) 788-1699 Email: zachary.ganieany@clipboardhealth.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 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. [*] Business Bankruptcies Rose in August as Interest Rates Soar --------------------------------------------------------------- Steven Church of Bloomberg News reports that business failures spiked in August as the number of companies seeking court protection from their creditors jumped in response to rising interest rates and pockets of economic headwinds. The number of commercial bankruptcies increased nearly 17% in August compared to July 2023, according to data company Epiq Bankruptcy. That marks the 13th consecutive month that total bankruptcies, including families and individuals, have logged year-over-year increases, according to the American Bankruptcy Institute. By one measure -- the number of Chapter 11 petitions filed -- bankruptcies climbed by 54% year-over-year in August 2023. [*] Four Industry Veterans Join Tiger Group's Advisory Board ------------------------------------------------------------ Tiger Group, which provides asset-valuation, advisory, disposition, financial and lending services to a wide array of companies, on Sept. 13, 2023, announced the first four members of its newly launched Board of Advisors. The board members, who provide advice and counsel but are not involved in Tiger's day-to-day operations, held their inaugural meeting on August 29. They are Elaine Hughes, Irene Marks, Michael P. Muldowney and Daniel R. Schwarzwalder. "Elaine, Irene, Michael and Daniel are respected subject matter experts with an impressive breadth of experience in areas such as banking, retail, talent acquisition, corporate strategy and supply-chain logistics," said Dan Kane, cofounder and Managing Member of Tiger Group. "As we seize new opportunities in a time of rapid change, their counsel is already proving to be an invaluable resource." In addition to providing fresh, deeply informed perspectives on emerging issues and trends, board members leverage their extensive industry relationships to support Tiger's growth and evolution, added Michael McGrail, Chief Operating Officer. "Relationships are the heart of our business and company," he said. "A great many of Tiger Group's most creative and productive initiatives have started with a simple conversation. Exposing our team to the Advisory Board members and their business contacts is just a tremendous opportunity for Tiger." The Tiger Group Advisory Board: Elaine Hughes, who founded E.A. Hughes & Company in 1991, brings decades of experience as a strategy and executive recruiting consultant for top retailers and consumer products companies. Earlier in her career, she gained extensive experience in the textile industry, through positions at Springs Industries, Malden Mills and Blue Ridge Winkler. A frequent source for national business media, Hughes serves on the board of the Charles F. Dolan School of Business of Fairfield University and is a three-term board member of Women in Management, where she initiated The WIM Scholarship Fund and the WIM Mentorship Program. Hughes serves on the advisory Board for Broadcrest Asset Management and Spring Creative (the former Springs Mills) and is on the Board of Directors for The Wilson College of Textiles (part of NC State), Runway of Dreams in NYC and Turning Point, the largest facility in Union County housing women escaping domestic violence. She also served on the advisory board of the Global Fashion Management program at the Fashion Institute of Technology's School of Graduate Studies and was a founding member of the New York Textile Group, formerly known as the New York Textile Board of Trade. A long-term member of Fashion Group, she also belonged to the American Apparel & Footwear Association. Irene Rosen Marks brings over 35 years of banking experience, including 25 years working with retail and consumer products companies in roles in sales, underwriting, credit and relationship management. She recently retired as a Managing Director and head of Consumer and Retail Corporate Banking at Wells Fargo. Additionally, her past positions include leading retail finance originations for Wells Fargo Capital Finance. Over the course of her career, Marks has led diverse teams and managed a broad portfolio of clients—from healthy to distressed, and from startup to large cap and investment grade. She has been heavily involved in multiple M&A transactions, as well as management issues related to strategy-setting, compliance and regulatory reporting, recruiting and retention, and DE&I. Michael P. Muldowney is founder and managing member of advisory firm Foxford Capital LLC and managing member of Waterville Investment Partners. As senior managing director and CFO of Gordon Brothers Group from 2014 to 2018, he served on the four-person executive and investments committee, oversaw the appraisal division, and worked with all business units on initiatives related to finance, corporate strategy, human capital, IT, and facilities. Muldowney led the successful investment in the company by Stone Point Capital in April 2018. He serves on the board of Veritiv Corporation and is a board advisor to Botho Emerging Markets Group. Muldowney was EVP/CFO and interim CEO of Houghton Mifflin Harcourt (formerly Houghton Mifflin), where he led the company's $4 billion acquisition of Harcourt as well as a successful $7.4 billion out-of-court restructuring. He ran and helped found Nextera Enterprises, and, earlier in his career, filled partner and/or executive roles at Oliver Wyman and Marsh & McLennan Companies. Daniel R. Schwarzwalder is a retired senior managing director and senior partner, having spent over twenty years at Buckingham Capital Management. Mr. Schwarzwalder was responsible for the consumer hedge fund specializing in the retail, apparel and footwear industry. He also brings to Tiger more than 26 years of retail industry experience. He was a senior merchant and member of management at Abraham & Straus, a division of Federated Department Stores. In addition, he served as President and CEO of Mothercare Stores Inc. and Chernin's Shoes. Schwarzwalder earned a B.A. in mathematics from Queens College of the City University of New York as well as an M.B.A. in marketing from The Wharton Graduate School of the University of Pennsylvania. He serves on the boards of the Retail Marketing Society and Wharton's Jay H. Baker Retailing Center. In addition, he is a member of the executive board of The Weill Cornell Council of New York Presbyterian Hospital and on the national board of American Friends of Magen David Adom (AFMDA). Moving forward, McGrail noted, Tiger will continue to grow its Advisory Board by tapping experienced, successful veterans from the worlds of law, banking/ABL, retail, wholesale, PE/hedge funds and turnaround/restructuring. "We're looking for diversity of thought and experience based on board members' varied careers and lifelong network relationships," the COO said. "For Tiger, this powerful brain trust is just another way for us to maximize our performance and pursue new opportunities in everything we do." [] Bankrupt Companies Want Class Status in DOJ Overcharge Lawsuit ----------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the Justice Department's bankruptcy watchdog, the US Trustee, faces a call for class certification of potentially thousands of corporate debtors seeking a refund for unconstitutionally imposed government fees. A group of companies that have gone through bankruptcy asked the US Court of Federal Claims on Tuesday, Sept. 5, 2023, to certify a class that could include an estimated 2,100 debtors seeking refunds of quarterly fees paid to the US Trustee during a more than three-year period beginning in 2018. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Rose Upholstery, Inc. Bankr. W.D. Ark. Case No. 23-71283 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/ZPQNADY/Rose_Upholstery_Inc__arwbke-23-71283__0001.0.pdf?mcid=tGE4TAMA represented by: Joel G. Hargis, Esq. CADDELL REYNOLDS LAW FIRM E-mail: jhargis@caddellreynolds.com In re Lakhinder Jit Singh Vohra Bankr. M.D. Fla. Case No. 23-02124 Chapter 11 Petition filed September 5, 2023 Filed Pro Se In re 5 Star Property Group LLC Bankr. N.D. Ga. Case No. 23-58600 Chapter 11 Petition filed September 5, 2023 Case Opened In re Diamond Financial Group LLC Bankr. N.D. Ga. Case No. 23-58596 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/AHPRHLA/Diamond_Financial_Group_LLC__ganbke-23-58596__0001.0.pdf?mcid=tGE4TAMA Case Opened In re JDC Development Group, LLC Bankr. N.D. Ga. Case No. 23-58597 Chapter 11 Petition filed September 5, 2023 Case Opened In re Rare Opportunity Investments LLC Bankr. N.D. Ga. Case No. 23-58594 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/DMAZREI/Rare_Opportunity_Investments_LLC__ganbke-23-58594__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re ECUO Real Holdings, Inc. Bankr. E.D.N.Y. Case No. 23-43199 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/2CHBFYY/ECUO_Real_Holdings_Inc__nyebke-23-43199__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re David Wayne Schamens Bankr. M.D.N.C. Case No. 23-10483 Chapter 11 Petition filed September 5, 2023 represented by: S. Whitesell, Esq. In re 5211 Lakeside LLC Bankr. N.D. Ohio Case No. 23-13078 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/MM5EQMQ/5211_Lakeside_LLC__ohnbke-23-13078__0001.0.pdf?mcid=tGE4TAMA represented by: Allen C. Hufford, Esq. LAW OFFICE OF ALLEN C. HUFFORD E-mail: achlawfirm@gmail.com In re Michael Gavin Morgan Bankr. D.S.C. Case No. 23-02686 Chapter 11 Petition filed September 5, 2023 represented by: W. Harrison Penn, Esq. PENN LAW FIRM, LLC E-mail: hpenn@mccarthy-lawfirm.com In re Redline, Inc. Bankr. N.D. Tex. Case No. 23-31968 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/US3SM5A/Redline_Inc__txnbke-23-31968__0001.0.pdf?mcid=tGE4TAMA represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Kim Howard Corporation Bankr. S.D. Tex. Case No. 23-33449 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/FQDZZNQ/Kim_Howard_Corporation__txsbke-23-33449__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Helene T. Bergman Bankr. S.D. Tex. Case No. 23-33443 Chapter 11 Petition filed September 5, 2023 represented by: Helene Bergman, Esq. In re Peaceful House on the Hill LLC Bankr. W.D. Tex. Case No. 23-10733 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/23BS3XI/Peaceful_House_on_the_Hill_LLC__txwbke-23-10733__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Ross Bryant Bankr. W.D. Tex. Case No. 23-51212 Chapter 11 Petition filed September 5, 2023 represented by: Heidi McLeod, Esq. HEIDI MCLEOD LAW OFFICE, PLLC E-mail: heidimcleodlaw@gmail.com In re GVN LLC Bankr. E.D. Va. Case No. 23-11427 Chapter 11 Petition filed September 5, 2023 See https://www.pacermonitor.com/view/RXXAFPA/GVN_LLC__vaebke-23-11427__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Rose Aircraft Maintenance and Repair, Inc. Bankr. W.D. Ark. Case No. 23-71284 Chapter 11 Petition filed September 6, 2023 See https://www.pacermonitor.com/view/NHEXT6I/Rose_Aircraft_Maintenance_and__arwbke-23-71284__0001.0.pdf?mcid=tGE4TAMA represented by: Joel G. Hargis, Esq. CADDELL REYNOLDS LAW FIRM E-mail: jhargis@caddellreynolds.com In re Naibeth Elizabeth Montero Davis Bankr. C.D. Cal. Case No. 23-15769 Chapter 11 Petition filed September 6, 2023 represented by: Onyinye Anyama, Esq. In re Little Manuel's, Inc. Bankr. N.D. Cal. Case No. 23-41120 Chapter 11 Petition filed September 6, 2023 See https://www.pacermonitor.com/view/FNW7T7Y/Little_Manuels_Inc__canbke-23-41120__0001.0.pdf?mcid=tGE4TAMA represented by: E. Vincent Wood, Esq. THE LAW OFFICES E. VINCENT WOOD E-mail: vince@woodbk.com In re Alpha RE Properties LLC Bankr. D.N.J. Case No. 23-17790 Chapter 11 Petition filed September 6, 2023 See https://www.pacermonitor.com/view/6YXEDWQ/Alpha_RE_Properties_LLC__njbke-23-17790__0001.0.pdf?mcid=tGE4TAMA represented by: Ellen M. McDowell, Esq. MCDOWELL LAW, PC E-mail: emcdowell@mcdowelllegal.com In re KMS Construction LLC Bankr. D. Ore. Case No. 23-61619 Chapter 11 Petition filed September 6, 2023 See https://www.pacermonitor.com/view/GUM24UA/KMS_Construction_LLC__orbke-23-61619__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Clear Blue Pool Supply San Antonio, LLC Bankr. W.D. Tex. Case No. 23-51217 Chapter 11 Petition filed September 6, 2023 See https://www.pacermonitor.com/view/LXRJ64I/Clear_Blue_Pool_Supply_San_Antonio__txwbke-23-51217__0001.0.pdf?mcid=tGE4TAMA represented by: Ronald Smeberg, Esq. THE SMEBERG LAW FIRM E-mail: ron@smeberg.com In re Alexander Demolition and Hauling, Inc. Bankr. C.D. Cal. Case No. 23-15815 Chapter 11 Petition filed September 7, 2023 See https://www.pacermonitor.com/view/4VMXWGI/Alexander_Demolition_and_Hauling__cacbke-23-15815__0001.0.pdf?mcid=tGE4TAMA represented by: Giovanni Orantes, Esq. THE ORANTES LAW FIRM, A.P.C. E-mail: go@gobklaw.com In re Worldwide Transport Company Bankr. N.D. Ga. Case No. 23-58736 Chapter 11 Petition filed September 7, 2023 Case Opened In re Horizon Kidz, LLC Bankr. D. Nev. Case No. 23-13890 Chapter 11 Petition filed September 7, 2023 See https://www.pacermonitor.com/view/KVND53Y/HORIZON_KIDZ_LLC__nvbke-23-13890__0001.0.pdf?mcid=tGE4TAMA represented by: Zachariah Larson, Esq. LARSON & ZIRZOW, LLC E-mail: zlarson@lzlawnv.com In re LW Realty & Investors, Inc. Bankr. E.D.N.Y. Case No. 23-43204 Chapter 11 Petition filed September 7, 2023 See https://www.pacermonitor.com/view/JRHHP4I/LW_Realty__Investors_Inc__nyebke-23-43204__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re One Three Seven 24 Holdings LLC Bankr. E.D.N.Y. Case No. 23-43220 Chapter 11 Petition filed September 7, 2023 See https://www.pacermonitor.com/view/X2C33AA/One_Three_Seven_24_Holdings_LLC__nyebke-23-43220__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Joshua Tobin Bankr. D. Ariz. Case No. 23-06255 Chapter 11 Petition filed September 8, 2023 represented by: Ronald Ellett, Esq. In re Delta, LLC Bankr. N.D. Iowa Case No. 23-00719 Chapter 11 Petition filed September 8, 2023 See https://www.pacermonitor.com/view/QEUYKDQ/Delta_LLC__ianbke-23-00719__0001.0.pdf?mcid=tGE4TAMA represented by: Eric Langston, Esq. AEGIS LAW E-mail: elangston@aegislaw.com In re American Transport LLC Bankr. E.D. Ky. Case No. 23-51045 Chapter 11 Petition filed September 8, 2023 See https://www.pacermonitor.com/view/S7GW2BA/American_Transport_LLC__kyebke-23-51045__0001.0.pdf?mcid=tGE4TAMA represented by: Noah Friend, Esq. NOAH R FRIEND LAW FIRM E-mail: noah@friendlawfirm.com In re North Shore Properties, LLC Bankr. S.D.N.Y. Case No. 23-11470 Chapter 11 Petition filed September 8, 2023 See https://www.pacermonitor.com/view/DYPPE7A/North_Shore_Properties_LLC__nysbke-23-11470__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Tracey Quinn Bankr. W.D. Pa. Case No. 23-21913 Chapter 11 Petition filed September 8, 2023 represented by: Donald Calaiaro, Esq. In re Seven Kitchen & Cocktails, LLC Bankr. N.D. Tex. Case No. 23-42714 Chapter 11 Petition filed September 8, 2023 See https://www.pacermonitor.com/view/OX7NF2I/Seven_Kitchen__Cocktails_LLC__txnbke-23-42714__0001.0.pdf?mcid=tGE4TAMA represented by: Marilyn D. Garner, Esq. LAW OFFICE OF MARILYN D. GARNER E-mail: mgarner@marilyndgarner.net In re Anne K Hoang Bankr. C.D. Cal. Case No. 23-11855 Chapter 11 Petition filed September 11, 2023 represented by: Andy Warshaw, Esq. In re Ms Bee's Popcorn & Candy Shoppe, LLC Bankr. M.D. Fla. Case No. 23-03750 Chapter 11 Petition filed September 11, 2023 See https://www.pacermonitor.com/view/LN2HFXI/Ms_Bees_Popcorn__Candy_Shoppe__flmbke-23-03750__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC E-mail: jeff@bransonlaw.com In re Robert Mario Sensi Bankr. S.D. Fla. Case No. 23-17282 Chapter 11 Petition filed September 11, 2023 represented by: Susan Lasky, Esq. In re Gabriel Franklin Robinson Bankr. S.D. Ind. Case No. 23-03996 Chapter 11 Petition filed September 11, 2023 represented by: John Allman, Esq. In re Nick Costidis Bankr. E.D.N.Y. Case No. 23-43228 Chapter 11 Petition filed September 11, 2023 represented by: Lawrence Morrison, Esq. In re New Horizon RE LLC Bankr. N.D.N.Y. Case No. 23-60667 Chapter 11 Petition filed September 11, 2023 See https://www.pacermonitor.com/view/SWQRJ5Y/New_Horizon_RE_LLC__nynbke-23-60667__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re Greater Liberty Pentacostal Church, Inc. Bankr. S.D.N.Y. Case No. 23-11473 Chapter 11 Petition filed September 11, 2023 See https://www.pacermonitor.com/view/ZDW6JRI/Greater_Liberty_Pentacostal_Church__nysbke-23-11473__0001.0.pdf?mcid=tGE4TAMA represented by: Anne Penachio, Esq. PENACHIO MALARA, LLP E-mail: frank@pmlawllp.com In re South Coast Holdings, LLC Bankr. D. Ore. Case No. 23-61635 Chapter 11 Petition filed September 11, 2023 See https://www.pacermonitor.com/view/5TJB7XQ/South_Coast_Holdings_LLC__orbke-23-61635__0001.0.pdf?mcid=tGE4TAMA represented by: Douglas R. Ricks, Esq. VANDEN BOS & CHAPMAN, LLP E-mail: doug@vbcattorneys.com In re HRH Fenchak, LLC Bankr. W.D. Pa. Case No. 23-21923 Chapter 11 Petition filed September 11, 2023 See https://www.pacermonitor.com/view/GGROOUY/HRH_Fenchak_LLC__pawbke-23-21923__0001.0.pdf?mcid=tGE4TAMA represented by: Christopher M. Frye, Esq. STEIDL & STEINBERG, P.C. E-mail: chris.frye@steidl-steinberg.com In re David J Alarid Bankr. W.D. Tex. Case No. 23-10750 Chapter 11 Petition filed September 11, 2023 In re James T. Walesa Bankr. W.D. Tex. Case No. 23-10752 Chapter 11 Petition filed September 11, 2023 represented by: Herbert Shelton, Esq. ********* 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. 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