/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230918.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 18, 2023, Vol. 27, No. 260 Headlines 14 EAST WASHINGTON: Seeks to Extend Solicitation Period to Oct 6 225 BOWERY: Seeks to Extend Plan Exclusivity to December 20 8607 WURZBACH: Files Emergency Bid to Use Cash Collateral A-CAM APTS: Unsecureds Will Get 50% Dividend over 12 Months ACCO BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings ACI WORLWIDE: Egan-Jones Retains B+ Senior Unsecured Ratings ADT SECURITY: Egan-Jones Retains B- Senior Unsecured Ratings AGS PRO: Seeks to Extend Plan Exclusivity to December 11 AJM MANAGEMENT: Court OKs Cash Collateral Access on Final Basis AJM MANAGEMENT: Seeks to Extend Plan Exclusivity to December 11 ALROD LOGISTICS: Taps William G. Haeberle CPA as Accountant AMAG ENTERPRISES: Seeks Cash Collateral Access AMC ENTERTAINMENT: $2BB Bank Debt Trades at 20% Discount AMPIO PHARMACEUTICALS: Effects 20-to-1 Reverse Stock Split APEX BRITTANY: Case Summary & 20 Largest Unsecured Creditors APMI INC: Seeks to Hire V Paul & Associates as Accountant ARBAH HOTEL: Court OKs $1.8MM DIP Loan from Silverberg ARETEC GROUP: Moody's Puts 'B2' CFR on Review for Downgrade ARETEC GROUP: S&P Places 'B' ICR on Watch Neg. on Acquisition ARK LABORATORY: Seeks to Hire Only One Hub as Special Counsel ATH SPORTS: Unsecureds to Get Share of Income for 3 Years AUBSP OWNERCO: Seeks to Extend Plan Exclusivity to October 9 AUDACY CAPITAL: $770MM Bank Debt Trades at 56% Discount AVSC HOLDING: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR AYRO INC: Effects Reverse Stock Split to Maintain NASDAQ Listing BAKERS DEPOT: Mark E. Hall Named Subchapter V Trustee BK RACING: Trustee Taps Parker Simon & Kokolis as Special Counsel BOARDRIDERS INC: Moody's Withdraws 'Caa2' CFR on Debt Repayment BRITH SHOLOM: Files Emergency Bid to Use Cash Collateral BYJU'S ALPHA: $1.20BB Bank Debt Trades at 61% Discount CEDAR FAIR: Egan-Jones Hikes Senior Unsecured Ratings to B CENTRAL GARDEN: Egan-Jones Retains BB Senior Unsecured Ratings CENTURY ALUMINUM: Egan-Jones Retains B Senior Unsecured Ratings CGCC LLC: Seeks to Hire Rountree Leitman as Bankruptcy Counsel CHART INDUSTRIES: Egan-Jones Retains BB+ Senior Unsecured Ratings CITGO PETROLEUM: Fitch Affirms 'B' LongTerm IDR, Outlook Stable CLEAN HARBORS: Egan-Jones Retains BB+ Senior Unsecured Ratings CLEVELAND STREET: Case Summary & One Unsecured Creditor CPI LUXURY: Has Deal on Cash Collateral Access CUSTOM LOGGING: Richard Preston Cook Named Subchapter V Trustee DADDIO'S PIZZERIA: Michael Brummer Named Subchapter V Trustee DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings DEPETRIS FAMILY: Seeks Cash Collateral Access DIAMOND SPORTS: $635MM Bank Debt Trades at 45% Discount DINARDO LAW: Seeks Cash Collateral Access DIVERSIFIED HEALTHCARE: Moody's Cuts CFR to Ca & Unsec. Notes to C DODGE CONSTRUCTION: $130MM Bank Debt Trades at 29% Discount DURANGO RV: Files Emergency Bid to Use Cash Collateral DW MARCY: October 20 Public Sale Auction Set EAGLE MECHANICAL: Exclusivity Period Extended to November 27 EAGLE PROPERTIES: Exclusivity Period Extended to February 6 ENCINO TOWERS: Court OKs Deal on Cash Collateral Access ENERGYSOLUTIONS LLC: Moody's Rates New Senior Secured Loans 'B2' ENVISION HEALTHCARE: Qui Tam Proceeding are Not Discussed in DS ENVISTACOM LLC: Unsecureds Owed $30.5M to Get 15%-35% of Claims ESCO LTD: Creditors to Get Proceeds From Liquidation ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings EVENT PROMOTION: Mark Dennis Named Subchapter V Trustee EXPRESS ELECTRIC: Case Summary & 20 Largest Unsecured Creditors EYECARE PARTNERS: $750MM Bank Debt Trades at 25% Discount FARRAND STREET: Case Summary & Four Unsecured Creditors FEDNAT HOLDING: Seeks to Extend Exclusive Solicitation to Nov 6 FMC TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings FORT WAYNE COLD: Case Summary & Four Unsecured Creditors FRANCOS TRUCKING: Daniel Behles Named Subchapter V Trustee FREEDOM MORTGAGE: Fitch Gives B+(EXP) Rating on $600MM Unsec. Notes GAFC SERVICES: Hires Rodriguez Roman as Financial Advisor GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings GLOBAL AVIATION: Exclusivity Period Extended to September 11 GOOD HANDS: Seeks to Hire Instant Bookkeeping as Accountant GRANDE OAK: Voluntary Chapter 11 Case Summary GRAPE AND VINE: Unsecureds Will Get 40% of Claims over 60 Months GREAT CANADIAN: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable GREEN ROADS: Exclusivity Period Extended to November 1 GREENSMITH LAND: Jodi Daniel Dubose Named Subchapter V Trustee GRUPO HIMA: Seeks to Hire IEC Consulting as Investment Consultant GRUPO HIMA: U.S. Trustee Appoints New Committee Members GTT COMMUNICATIONS: $350MM Bank Debt Trades at 40% Discount GULF COAST TRANS: Court OKs Interim Cash Collateral Access HARTMAN SPE: Sept. 19 Deadline Set for Panel Questionnaires HAWAIIAN HOLDINGS: Egan-Jones Retains CCC- Sr. Unsecured Ratings HELLER EHRMAN: Plan Administrator Taps BG Law as Special Counsel HELLO LIVINGSTON: Amends Plan to Include Other Secured Claims Pay HOLY REDEEMER: Moody's Affirms 'Ba2' Rating, Outlook Negative HORNBLOWER SUB: $349MM Bank Debt Trades at 51% Discount IGLESIAS EYE: Linda Leali Named Subchapter V Trustee IMEDIA BRANDS: Oct. 13, 2023 Claims Filing Deadline Set INTEGRATED COOLING: Unsecureds to Split $12K over 5 Years INTERNATIONAL FLAVORS: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ INTERNATIONAL GAME: Egan-Jones Retains B Senior Unsecured Ratings IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings J.A.R CONCRETE: Unsecureds Owed $1K+ to Get $500K over 5 Years J.H.W. INC: Seeks to Hire Edward Bowers as Accountant JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings JIREH FITNESS: Case Summary & Three Unsecured Creditors JO-ANN STORES: $675MM Bank Debt Trades at 66% Discount JOHNSON SCOTT: Seeks Cash Collateral Access KAF RECYCLING: Amends Unsecured Claims Pay Details KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings KNIGHT HEALTH: $450MM Bank Debt Trades at 74% Discount KRONOS WORLDWIDE: Moody's Alters Outlook on 'B1' CFR to Negative LAKEVIEW ELECTRICAL: Oct. 19 Hearing on Disclosure Statement LD CONSTRUCTION: Voluntary Chapter 11 Case Summary LG TRUCKING: Unsecured Creditors Will Get 6% of Claims in Plan LIVIE AND LUCA: Court OKs Interim Cash Collateral Access MAISON DRAKE: Case Summary & 10 Unsecured Creditors MARINER HEALTH: Committee Says Plan Can't Be Confirmed MARINER HEALTH: Disclosure Statement Omits Critical Information MARINER HEALTH: Proposed Plan's Funding Missing MARINER HEALTH: UST Says Plan Disclosures Inadequate MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings MED PARENTCO: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR MEDCOMP SCIENCES: Case Summary & 20 Largest Unsecured Creditors MEDIAMATH HOLDINGS: Infillion Closes Deal to Acquire Assets MEDICAL PROPERTIES: S&P Alters Outlook to Neg., Affirms 'BB' ICR MEG ENERGY: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable MERIDIEN ENERGY: Seeks to Extend Plan Exclusivity to September 17 MERRILL PROPERTIES: Hires Robl Law Group as Reorganization Counsel METAL CHECK: Court OKs Cash Collateral Access on Final Basis MITCHELL GOLD: Sept. 18 Deadline Set for Panel Questionnaires MOMENTIVE PERFORMANCE: S&P Lowers ICR to 'B', Outlook Negative MSS INC: Seeks to Hire Buckmiller, Boyette & Frost as Counsel NABORS GARAGE: John Whaley Named Subchapter V Trustee NEW JERUSALEM: Oct. 5 Hearing on Disclosure Statement NEW-TRONICS LTD: Seeks to Hire Munsch Hardt Kopf as Legal Counsel NOBLE HEALTH: Bank Says Plan Utilizes Forced Liquidation Value NOBLE HEALTH: Disclosure Inadequate, Interested Party Says NOBLE HOUSE: To Test $85MM GigaCloud Offer at Oct. 23 Auction NORTH PONDEROSA: Seeks to Hire North Ponderosa as General Counsel NORTH VILLAGE: Seeks to Hire Burke Warren MacKay as Legal Counsel NOV INC: Egan-Jones Retains B+ Senior Unsecured Ratings NOVAN INC: Hires Kurtzman Carson as Administrative Advisor OCWEN FINANCIAL: Egan-Jones Retains B Senior Unsecured Ratings OFFICE PROPERTIES: Moody's Cuts CFR to B2, On Review for Downgrade ORCHID FINCO: $400MM Bank Debt Trades at 26% Discount OSG GROUP: Moody's Withdraws 'Caa2' Corporate Family Rating OWENS & MINOR: Egan-Jones Retains BB- Senior Unsecured Ratings PARTY CITY: Court Approves Plan & Disclosures PARTY CITY: Kulikowsky to Step Down as EVP PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings PERSHARD INVESTMENTS: Taps Robert J. Longchamps as Special Counsel PERSHARD INVESTMENTS: Unsecureds Will Get 35% of Claims in Plan PHENOMENON MARKETING: Taps Farber Hass Hurley as Accountant PRIMAL MATERIALS: Unsecureds to Get Share of GUC Pool for 36 Months PRIME PLUMBING: Unsecureds Will Get 100% of Claims in Plan QUALTEK LLC: S&P Raises ICR to 'CCC+' on Emergence From Chapter 11 QUICK TUBE: Case Summary & Eight Unsecured Creditors REALD INC: $260MM Bank Debt Trades at 44% Discount RETAILING ENTERPRISES: Court OKs Cash Collateral Access RYDER SYSTEM: Egan-Jones Retains BB+ Senior Unsecured Ratings SAN JORGE CHILDREN'S:Debtor Did Not Disclose the Claim of Creditors SEALED AIR: Egan-Jones Retains BB- Senior Unsecured Ratings SEINEYARD INC: Seeks to Sell Woodville Property for $610,000 SHAWCOR LIMITED: DBRS Places BB(low) Issuer Rating Under Review SHENANDOAH TELECOMMUNICATIONS: Egan-Jones Keeps BB+ Unsec. Ratings SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings SOFT SURROUNDINGS: Creditors to Get Proceeds From Liquidation SOUTHERN NEW YORK: Paul Levine Named Subchapter V Trustee SSS&C TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings ST. MARGARET'S HEALTH: U.S. Trustee Appoints Creditors' Committee SUD'S CLUB: Seeks to Hire Boyer Terry as Bankruptcy Counsel SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings SUNLAND MEDICAL: Taps Stretto as Claims and Noticing Agent SUNLIGHT PROPERTIES: Unsecureds Will Get 100% of Claims in Plan SUNOCO LP: Fitch Gives 'BB+' Rating on Proposed Sr. Unsecured Notes TAGRISK LLC: Seeks to Hire Scroggins & Williamson as Local Counsel TC ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings TCA FUND: Trustee Seeks Court to Approve Settlement Deal TECHNICAL ORDNANCE: Unsecureds to Get Full Amount in Plan TICOAT INC: Case Summary & 14 Unsecured Creditors TOSCA SERVICES: $626MM Bank Debt Trades at 19% Discount TRADES BY TAYLOR: Unsecureds Get $10K Quarterly Until Fully Paid TRANSALTA CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ TRANSOCEAN LTD: Egan-Jones Retains CCC- Senior Unsecured Ratings TRIBE BUYER: $397MM Bank Debt Trades at 47% Discount TRINITY LEGACY: Seeks Cash Collateral Access Thru Dec 31 TRUGREEN LP: $275MM Bank Debt Trades at 38% Discount VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings VEGASNAP LLC: Unsecured Creditors to Split $105K over 60 Months VIASAT INC: Fitch Rates Proposed $733MM Unsec. Notes Due 2031 'BB-' VITAL ENERGY: Moody's Rates New Senior Unsecured Notes 'B3' VITAL ENERGY: S&P Rates New $800MM Senior Unsecured Notes 'B' VITAL PHARMACEUTICALS: Taps Faegre Drinker as Special Counsel WATAUGA FAMILY: Court OKs Cash Collateral Access on Final Basis WESTPACK HOLDINGS: Scott Chernich Named Subchapter V Trustee WICKAPOGUE 1 LLC: Files Amendment to Disclosure Statement WITCHEY ENTERPRISES: Trustee Gets OK to Sell Property to KORE WOOF INTERMEDIATE: S&P Lowers ICR to 'CCC+', Outlook Negative WW INTERNATIONAL: $945MM Bank Debt Trades at 23% Discount YUM! BRANDS INC: Egan-Jones Retains BB- Senior Unsecured Ratings [^] BOND PRICING: For the Week from September 11 to 15, 2023 ********* 14 EAST WASHINGTON: Seeks to Extend Solicitation Period to Oct 6 ---------------------------------------------------------------- 14 East Washington, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida to extend its exclusive period to solicit acceptances of its Plan to October 6, 2023. The Debtor explained that its case involves a fact intensive and complex claim objection, the outcome of which will have a significant impact on its reorganization, as well as multiple discovery disputes that have resulted in the continuation of the combined trial on confirmation and the Debtor's claim objection. The Debtor also stated that it recently engaged in mediation with 14 East Washington, LP, and although an impasse was declared, there are discussions among counsel to continue settlement discussions, especially in light of the August 17, 2023 hearing on the Debtor's request for additional disbursements from its post-petition lender. The Debtor asserted that extending the exclusivity period will provide necessary breathing space for these negotiations to be concluded. The Debtor claims that it continues to make significant good faith progress toward reorganization, including obtaining debtor-in-possession financing to improve the real property and increase rental income, engaging in mediation and continued settlement discussion with its creditors, and preparing for a trial on the Debtor's claim objection against its primary secured creditor. 14 East Washington, LLC is represented by: Jonathan M. Sykes, Esq. NARDELLA & NARDELLA, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Tel: (407) 966-2680 E-mail: jsykes@nardellalaw.com About 14 East Washington 14 East Washington, LLC owns in fee simple title an office-mid- rise-commercial building located at 14 East Washington St., Orlando, Fla., valued at $10.5 million. 14 East Washington sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-03988) on Nov. 5, 2022, with $10,803,120 in total assets and $7,721,700 in total liabilities. Antonio Luiz Romano, manager, signed the petition. Judge Lori V. Vaughan oversees the case. The Debtor tapped Nardella & Nardella, PLLC as bankruptcy counsel; Commenda Real Estate, LLC as financial advisor; and Walsh Banks, PLLC, doing business as Walsh Banks Law, as special counsel. 225 BOWERY: Seeks to Extend Plan Exclusivity to December 20 ----------------------------------------------------------- 225 Bowery, LLC asks the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods within which it may file a Chapter 11 plan and solicit acceptances thereof to December 20, 2023 and February 20, 2024, respectively. This is the Debtor's second request for extension. The Court previously extended its exclusive filing period to August 22, 2023 and its exclusive solicitation period to October 23, 2023. The Debtor argued that since the entry of the first extension order, it has continued to make substantial progress in the administration of its Chapter 11 case and has taken concrete steps toward achieving an exit, including the exploration of a potential sale transaction and, at the same time, engaging in discussions with its key creditor constituencies regarding consensual treatment of claims and interests under a plan of reorganization. 225 Bowery, LLC is represented by: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Ryan M. Bartley, Esq. Joshua B. Brooks, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com mlunn@ycst.com rbartley@ycst.com jbrooks@ycst.com – and – Gerard S. Catalanello, Esq. James J. Vincequerra, Esq. Dylan S. Cassidy, Esq. Kimberly J. Schiffman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, NY 10016 Tel: 212-210-9400 Email: gerard.catalanello@alston.com james.vincequerra@alston.com dylan.cassidy@alston.com kimberly.schiffman@alston.com About 225 Bowery 225 Bowery, LLC, is a New York-based company operating in the traveler accommodation industry. 225 Bowery sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10094) on Jan. 24, 2023. In the petition signed by its chief restructuring officer, Nat Wasserstein, the Debtor reported $50 million to $100 million in both assets and liabilities. Judge Brendan L. Shannon oversees the case. Alston & Bird LLP and Young Conaway Stargatt and Taylor, LLP, is the Debtor's legal counsel while Nat Wasserstein of Lindenwood Associates, LLC serves as the Debtor's chief restructuring officer. Bank Hapoalim B.M., as lender, is represented by Scott S. Balber, Esq., at Herbert Smith Freehills New York, LLP. 8607 WURZBACH: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- 8607 Wurzbach Management, LP asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral and provide adequate protection. The Debtor owns and operates three commercial buildings which are part of a small complex near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas. The current occupancy rate for the Complex is approximately 90%. The Debtor was established on January 31, 2000 and while the Debtor owns the real estate which is the subject of this case, the Debtor is governed by an entity known as 8607 Wurzbach Corporation, a Texas corporation. Ms. Savitri Frizell is the President of the General Partner of the Debtor. This case was necessitation by the inability of Ms. Frizzell to close on a refinance transaction to pay off a matured real estate note which appears to secured by the Complex. This occurred due to a title issue caused by the death of Ms. Frizzell's spouse, a business partner, and the business partner's spouse. Prior to the year 2000, Paul M. Frizzell and a business partner, Robert S. Profili owned the Complex. They transferred the complex to the Debtor in 2000, and a Note and Deed of Trust were executed on their behalf in favor of NW, LLC, a lender. The loan was presumably a purchase money loan. The Deed of Trust also references an Assignment of Rents. In 2010, a $770,000 loan was executed in favor of Wells Fargo Bank, N.A., a refinance of the Bank of America loan. Wells Fargo filed a Release of Lien, releasing all liens against the Complex. The Note matured on April 15, 2015, but Mr. Frizzell passed away. In 2016, a modification of the Deed of Trust extended the maturity date to May 15, 2021. In November 2020, Wells Fargo transferred the Note to Northeast Bank. On May 15, 2021, the Note matured, and Ms. Frizzell worked to refinance it. On August 15, 2023, Northeast Bank's counsel posted the Complex for September 5, 2023, non-judicial foreclosure sale. The Debtor is believed to have more than $2 million in equity in the Complex. The Debtor's primary asset is the Complex. The properties comprising the Complex have been appraised by the Bexar Appraisal District this year with a value of $2.570 million. Currently, the Complex is more than 90% occupied. According to the last demand letter received from counsel for Northeast Bank on June 15, 2023, the secured lender was owed $462,812. According to the Bexar County Tax Assessor/Collector's office, total taxes of $97,236 are owed. Thus, there is more than $2 million of equity in the property. As of the time of filing, the Debtor had approximately $3,750 in its account, and has received or will receive $9,808 in additional rents for a total of $13,558. The Debtor proposes to provide adequate protection to the party with an interest in cash collateral in the following manner: a. Granting a replacement lien to the same extent, priority and validity as its pre-petition lien; b. Commencing payment of interest payments to the secured lender beginning in October, 2023; c. Debtor will maintain insurance coverage for the property which may give rise to cash collateral; and d. The Debtor will continue to operate its business in the ordinary course of business thus generating additional cash collateral. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=OijpwA from PacerMonitor.com. The Debtor projects $13,558 in total income and $13,186 in total expenses. About 8607 Wurzbach Management, L.P. 8607 Wurzbach Management, L.P. is a Texas limited partnership with its principal place of business and all of its assets located in San Antonio, Texas. Debtor owns and operates three commercial buildings which are part of a small complex near the intersection of Wurzbach and Fredericksburg Roads in the medical center area, with a physical address of 8607 and 8647 Wurzbach Road, San Antonio, Texas. The current occupancy rate for the Complex is approximately 90%. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51208) on September 4, 2023. In the petition signed by Savitri Frizzell, president of 8607 Wurzbach Corporation, general partner, the Debtor disclosed up to $10 million in assets and $1 million in liabilities. Judge Michael M. Parker oversees the case. H. Anthony Hervol, Esq., at Law Offices of H. Anthony Hervol, represents the Debtor as legal counsel. A-CAM APTS: Unsecureds Will Get 50% Dividend over 12 Months ----------------------------------------------------------- A-Cam Apts LLC filed with the U.S. Bankruptcy Court for the District of New Jersey an Original Disclosure Statement describing Plan of Reorganization dated September 11, 2023. The Debtor is the owner of real property at 118 E. Taylor Avenue, Wildwood, New Jersey having purchased the property on May 26, 2021. The Debtor operates a seasonal short-term rental business at that location. The Debtor is a Limited Liability Company organized under the laws of the State of New Jersey. The Managing Member and 50% shareholder is Lisa Demers. The other 50% shareholder is Kenneth Demers. The Debtor has no other affiliated businesses. The Debtor sought relief under Chapter 11 of the Bankruptcy Code to obtain the immediate benefits of the automatic stay of Section 362 of the Bankruptcy Code, to avoid the imposition of Judgments and the involuntary collection activities that would follow, and to obtain a fresh financial start and an opportunity to reorganize its financial affairs. This is a reorganizing Plan. In other words, the Proponent seeks to accomplish payments under the Plan by contributing its current net monthly disposable income, in an initial amount of $2,000.00 per month for 12 months of the Plan, to be used to create a fund to make payment of allowed claims under the Plan. Class 4 consists of General Unsecured Claims. The general unsecured creditors that have allowed claims shall receive a dividend. The Debtor proposes to pay a base dividend of approximately 50% to such allowed general unsecured claims; to be paid over a 12-month period. The allowed unsecured claims total $48,087.18. This Class is impaired. Mr. & Mrs. Demers will receive no distribution under the Debtor's Plan, other than retaining their ownership interest in the Debtor. The Debtor shall retain the assets of the estate and shall continue to operate the business and will fund the plan payments and ongoing mortgage payments from those operations. The Debtor shall refinance the Mortgage held by Conventus, LLC and payoff the mortgage through the proceeds of the refinance. A full-text copy of the Original Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=Gl1mkJ from PacerMonitor.com at no charge. Attorney for Debtor: Gillman, Bruton & Capone, LLC Marc C. Capone, Esq. 60 Highway 71, Unit 2 Spring Lake Heights, NJ 07762 Phone: (732) 661-1664 About A-Cam Apts A-Cam Apts LLC is the owner of real property at 118 E. Taylor Avenue, Wildwood, New Jersey having purchased the property on May 26, 2021. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-13254) on April 19, 2023, with $0 to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Jerrold N. Poslusny Jr. oversees the case. Marc C. Capone of Gillman, Bruton & Capone, LLC, is the Debtor's legal counsel. ACCO BRANDS: Egan-Jones Retains B+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on August 14, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Acco Brands Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Lake Zurich, Illinois, Acco Brands Corporation manufactures office products. ACI WORLWIDE: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on August 31, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by ACI Worldwide, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Miami, Florida, ACI Worldwide, Inc. develops, markets, and supports software products for the global electronics funds transfer market. ADT SECURITY: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on August 25, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by ADT Security Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Boca Raton, Florida, ADT Security Corporation provides security systems. AGS PRO: Seeks to Extend Plan Exclusivity to December 11 -------------------------------------------------------- AGS Pro, Inc. asks the U.S. Bankruptcy Court for the Central District of California to extend the time in which it has the exclusive right to file and seek authorization of a Chapter 11 plan of reorganization to December 11, 2023 and February 7, 2024. The Debtor claims that it has made significant progress during the initial month that its case has been pending and that it has set the groundwork for proposing a viable plan. The Debtor explained, however, that it is requesting the extension to allow it reasonable time to evaluate its options and negotiate with creditors while protected from the interference of competing plans, as contemplated by the Bankruptcy Code. Unless extended, the exclusive filing and solicitation periods expire on August 11, 2023 and October 10, 2023, respectively. AGS Pro, Inc. is represented by: Eric P. Israel, Esq. Aaron E. De Leest, Esq. DANNING, GILL, ISRAEL & KRASNOFF, LLP 1901 Avenue of the Stars, Suite 450 Los Angeles, CA 90067-6006 Tel: (310) 277-0077 Email: eisrael@danninggill.com adeleest@danninggill.com About AGS Pro, Inc. AGS Pro, Inc. provides security services throughout the United States and internationally with strategic alliance partnerships. Its services include commercial security, estate security and special events. The Debtor's headquarters is located at 6133 Bristol Parkway, Suites 175 and 280, Culver City, Calif. AGS Pro sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-12236) on April 13, 2023. In the petition signed by its chief executive officer, Lee Andrews, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Deborah J. Saltzman oversees the case. The Debtor tapped Aaron E. de Leest, Esq., at Danning, Gill, Israel & Krasnoff, LLP as bankruptcy counsel; Benedon & Serlin, LLP and Miller Law Partners, P.C. as special counsels; and Weaver and Tidwell, LLP as accountant. AJM MANAGEMENT: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York authorized AJM Management, LLC to use cash collateral on a final basis in amount not to exceed $114,500 in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to satisfy its post-petition operating expenses, including, but not limited to, the payment of property taxes, insurance, and maintenance regarding the property at 405 Rockaway Parkway in Brooklyn, New York City and to make adequate protection payments. 405 Rockaway LLC has an alleged first priority mortgage on the Property as well as a first lien on the cash collateral. The Debtor's authorization to use the cash collateral will commence as of entry of the Final Order by the Court and terminate upon the earliest of: (i) the confirmation of a plan; or (iii) the occurrence of a Termination Event. As adequate protection, 405 Rockaway will receive replacement liens to the extent of any diminution in the value of the collateral as a result of the Debtor's use of cash collateral, monthly cash payments, and additional liens to the extent required by the pre-petition loan documents and to the same extent and validity as its pre-petition liens. The Replacement Liens granted to the Secured Party will become valid, enforceable and fully perfected liens without any action by the Debtor or the Secured Party, and no filing or recordation or other act that otherwise may be required under federal or state law in any jurisdiction will be necessary to create or perfect such liens and security interests. These events constitute a Termination Event: 1. The Chapter 11 case has been dismissed or converted to a Chapter 7 case under the Bankruptcy Code, or there will have been appointed in the Chapter 11 case, a trustee or an examiner with expanded powers beyond the authority to investigate particular activities of the Debtor. 2. The Debtor files a motion seeking to modify, vacate, stay, supplement or amend the terms of this Final Order without the prior written consent of the Secured Party. 3. The Final Order is modified, vacated, stayed, supplemented, reversed, or is for any reason not binding on the Debtor, without the prior written consent of the Secured Party. 4. The Debtor fails to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligation under the Final Order. 5. The Debtor expends more than 110% of the Budget, unless caused by an increase in business by the Debtor. 6. There is at any time a material inaccuracy in any financial report or certification provided by the Debtor to 405 Rockaway. A copy of the order is available at https://urlcurt.com/u?l=IT4nwe from PacerMonitor.com. About AJM Management AJM Management, LLC is the fee simple owner of real property located at 405 Rockaway Parkway, Brooklyn, N.Y., valued at $3.9 million. AJM Management filed it voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41664) on May 12, 2023, with $4,117,194 in assets and $2,262,346 in liabilities. Ray Jones, managing director, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC as legal counsel and Hirsch & Hirsch Certified Public Accountants, PLLC as accountant. AJM MANAGEMENT: Seeks to Extend Plan Exclusivity to December 11 --------------------------------------------------------------- AJM Management, LLC ask the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusivity periods to file a Chapter 11 plan and solicit acceptances thereof to December 11, 2023 and February 9, 2023, respectively. Unless extended, the Debtor's exclusivity periods end on September 11, 2023. The Debtor stated that throughout its chapter 11 case, it has taken steps towards achieving its goal of selling its real property commonly known as 405 Rockaway Parkway, Brooklyn, New York 11212, in the Borough of Brooklyn, Block: 4672, Lot: 37, as well as formulating a Chapter 11 plan. The Debtor explained, however, that despite its efforts, much work remains prior to filing a Chapter 11 plan and disclosure statement. The Debtor asserted that an extension of the exclusivity periods will provide it with the necessary time and breathing space required to efficiently market the property and identify a purchaser. AJM Management, LLC is represented by: Avrum J. Rosen, Esq. Alex E. Tsionis, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, NY 11743 Tel: (631) 423-8527 About AJM Management AJM Management, LLC is the fee simple owner of real property located at 405 Rockaway Parkway, Brooklyn, N.Y., valued at $3.9 million. AJM Management filed it voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41664) on May 12, 2023, with $4,117,194 in assets and $2,262,346 in liabilities. Ray Jones, managing director, signed the petition. Judge Nancy Hershey Lord oversees the case. The Debtor tapped Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen, PLLC as legal counsel and Hirsch & Hirsch Certified Public Accountants, PLLC as accountant. ALROD LOGISTICS: Taps William G. Haeberle CPA as Accountant ----------------------------------------------------------- Alrod Logistics, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ William G. Haeberle, Cpa, LLC as its accountant. The Debtor requires an accountant to prepare its monthly operating reports and provide other services. The firm will be paid $300 per month for the monthly operating reports and a retainer fee of $1,500. As disclosed in court filings, William G. Haeberle, CPA is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: William G. Haeberle, CPA WILLIAM G. HAEBERLE, CPA, LLC 4446-1A Hendricks Ave. #245 Jacksonville, FL 32207 Phone: (904) 245-1304 About Alrod Logistics Alrod Logistics, Inc., a company that offers pipe lining services, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01820) on Aug. 3, 2023, with $922,927 in assets and $3,732,863 in liabilities. Alejandro Echeverria, president, signed the petition. Judge Jason A. Burgess oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP, represents the Debtor as legal counsel. AMAG ENTERPRISES: Seeks Cash Collateral Access ---------------------------------------------- Amag Enterprises ask the U.S. Bankruptcy Court for the Middle District of Georgia, Albany Division, for authority to use cash collateral for payment of normal operating expenses on an uninterrupted and ongoing basis. On the Petition Date, the Debtor had certain accounts receivable in the total amount of $38,000 as indicated on the petition and schedules. The accounts receivable represent sales of company products immediately prior to the filing of the case and are the income of the Debtor. The pre-petition accounts receivable may be claimed as cash collateral by Bank of Eastman/Magnolia State Bank pursuant to a UCC filing. The claim of Bank of Eastman/Magnolia State Bank is primarily secured by real property of the Debtor and equipment of the Debtor, as more fully set forth in the schedules filed with the Court, such that the pre-petition accounts receivable form a negligible portion of the alleged collateral of the Bank of Eastman. Nevertheless, the Debtor has used these accounts receivable to fund its operations with the acquiescence and consent of Bank of Eastman since the time that the loan was taken out. As adequate protection for Bank of Eastman's possible interest, Debtor proposes that Bank of Eastman receive a continuing, replacement lien in post-petition receivables to the value of $3 8,000. This arrangement should be continued on a finalized basis throughout the course of the case until such time as a Chapter 11 plan can be confirmed containing further provisions for the treatment of the claim of Bank of Eastman. A hearing on the matter is set for October 4, 2023 at 2 p.m. A copy of the motion is available at https://urlcurt.com/u?l=UGhJwr from PacerMonitor.com. About AMAG Enterprises AMAG Enterprises, LLC provides support activities for crop production. The company is based in Sycamore, Ga. The Debtor filed Chapter 11 petition (Bankr. M.D. Ga. Case No. 23-10627) on July 31, 2023, with $513,250 in assets and $1,970,991 in liabilities. Amanda G. Brock, sole member, signed the petition. Judge Austin E. Carter oversees the case. Daniel L. Wilder, Esq., at Emmett L. Goodman Jr, LLC is the Debtor's legal counsel. AMC ENTERTAINMENT: $2BB Bank Debt Trades at 20% Discount -------------------------------------------------------- Participations in a syndicated loan under which AMC Entertainment Holdings Inc is a borrower were trading in the secondary market around 79.9 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $2 billion facility is a Term loan that is scheduled to mature on April 22, 2026. About $1.92 billion of the loan is withdrawn and outstanding. AMC Entertainment Holdings, Inc. operates as a holding company. The Company, through its subsidiaries, provides theatrical exhibition, movie screening, food distribution, online ticket booking, and other related services. AMPIO PHARMACEUTICALS: Effects 20-to-1 Reverse Stock Split ---------------------------------------------------------- Ampio Pharmaceuticals, Inc. announced that its Board of Directors has approved a 20-to-1 reverse stock split of the Company's common stock. The reverse stock split became effective at 4:01 pm ET on Sept. 11, 2023. The Company's common stock began trading on a split-adjusted basis on the NYSE American under the same symbol AMPE when the market opened on Sept. 12, 2023 with the new CUSIP number 03209T307. The reverse stock split was approved by the Company's stockholders at the Company's 2023 Annual Meeting, held on July 27, 2023, with a ratio not to exceed 20-to-1. As a result of the reverse stock split, every 20 shares of the Company's common stock issued and outstanding will be automatically reclassified into one share of common stock, with no change in the $0.0001 par value per share. Holders of fractional shares will be entitled to receive the number of shares rounded up to the next whole number. The reverse stock split is being effected after the Board of Director's consideration of a variety of factors, including the current trading price of the Company's common stock and the NYSE American continued listing requirements. The Company does not expect the reverse stock split to impact its current or future business operations. All outstanding stock options, warrants, and equity incentive plans will be proportionately affected with the exception of the reserve for future issuance of 1,200,000 shares of common stock under the 2023 Stock and Incentive Plan which will not be subject to adjustment. The exercise prices of the outstanding stock options, warrants, and equity incentive plans will be adjusted in accordance with their respective terms. The reverse stock split will affect all stockholders uniformly and will not affect any stockholder's ownership percentage of the Company's shares with the exception of those holders of fractional shares. Equiniti Trust Company, the Company's transfer agent, will act as the exchange agent for the reverse stock split. Equiniti will provide instructions to stockholders with physical certificates regarding the process for exchanging their certificates for split-adjusted shares into "book-entry form" and receiving adjustment for fractional shares, if any. Those stockholders with common stock in "street name" will receive instructions from their brokers. About Ampio Pharmaceuticals Headquartered in Englewood, Colorado, Ampio Pharmaceuticals, Inc. -- http://www.ampiopharma.com-- is a pre-revenue stage biopharmaceutical company. Until May 2022 the Company was focused on the clinical development of Ampion and preclinical development of AR-300, a novel, proprietary, small molecule formulation that has (i) demonstrated anti-inflammatory properties in vitro and (ii) protection of cartilage in preclinical rat meniscal tear studies. Denver, Colorado-based Moss Adams LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered recurring losses from operations and cash used in operations that raise substantial doubt about its ability to continue as a going concern. APEX BRITTANY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Apex Brittany MO LP 10 Hill Street, Suite 1E Newark, NJ 07102 Business Description: Apex Brittany is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-11463 Debtor's Counsel: Damien Nicholas Tancredi, Esq. FLASTER/GREENBERG, P.C. 1007 North Orange Street Suite 400 Wilmington, DE 19801 Tel: 215-587-5675 Email: damien.tancredi@flastergreenberg.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Oron Zarum as managing member of General Partner. 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/4FOJYXQ/Apex_Brittany_MO_LP__debke-23-11463__0001.0.pdf?mcid=tGE4TAMA APMI INC: Seeks to Hire V Paul & Associates as Accountant --------------------------------------------------------- APMI, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ V Paul & Associates as its accountant. The firm will render these services: a. prepare books and records; b. provide general accounting services; c. prepare financial statement, review and compilations; d. prepare income tax and compliance; e. provide income tax planning and compliance; f. provide monthly, quarterly, and annual financial reporting statements; and g. provide future financial planning and affairs. V Paul & Associates is a disinterested as that term is defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Vijay Paul, CPA V Paul and Associates 1010 Rockville Pike (Suite 603) Rockville, MD 20852 Tel: (301) 315-9172 Fax: (301) 315-9173 Email: vijay@vijaypaulcpa.com About APMI Inc. APMI, Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-13641) on May 24, 2023, listing under $1 million in both assets and liabilities. Judge Lori S. Simpson oversees the case. Charles E. Walton, Esq., at Walton Law Group, LLC is the Debtor's legal counsel. ARBAH HOTEL: Court OKs $1.8MM DIP Loan from Silverberg ------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized Arbah Hotel Corp. to use cash collateral and obtain superpriority postpetition financing from Steve Silverberg on an interim basis. As previously reported by the Troubled Company Reporter, due to Silverberg's history of financing the Debtor and the likelihood that a sale of the Debtor's property would ensure sufficient proceeds to support payment of all creditors in the case, Silverberg, through a Guardian and Receiver, and with the approval of the Guardianship Court, offered to provide post-petition debtor-in-possession financing to the Debtor of up to $1.8 million. The Court said the Debtor is permitted to borrow funds from the DIP Lender up to the amount of $500,000. This amount will include the sum of $100,000 which was advanced by the DIP Lender prior to the Financing Motion and is, expressly approved nunc pro tunc. The DIP Facility has an interest rate of 10% per annum. The DIP Facility will mature no later than the earlier to occur of: (i) the last day of the Credit Period; (ii) on the effective date of a confirmed chapter 11 plan in the Chapter 11 Case; (iii) 10 days following the entry of an order approving the sale of the Borrower or Borrower's assets; or (iv) the occurrence of an Event of Default, following any applicable grace or cure periods. The events that constitute an "Event of Default" include: (i) Failure to pay any installment of interest or principal or any other sum payable under the Note when due; (ii) Impairment of any Loan Document; (iii) Dismissal of the Chapter 11 Case or conversion to a chapter 7 case; (iv) Appointment of a chapter 11 trustee; (v) Granting of relief from the automatic stay to permit foreclosure on any assets of the Borrower, including, but not limited to, the Collateral; and (vi) Entry of an order granting any super-priority claim which is senior or pari passu with the Lender's claims under the Note or the Security Agreement. As adequate protection, the Prepetition Lender is granted postpetition, valid, and perfected replacement liens on and security interests in all of the Debtor's now existing and hereafter acquired DIP Collateral, which Adequate Protection Liens will (i) be junior to the DIP Liens, and (ii) will be senior o all other security interests in, liens on, or claims against the Prepetition Collateral and DIP Collateral, whether now existing or hereafter arising or acquired. The Adequate Protection Liens granted are automatically perfected by operation of law upon the Court's entry of the Interim DIP Order nunc pro tunc to the Petition Date without further action and will survive the Termination Date. A final hearing on the matter is set for October 4, 2023. A copy of the order is available at https://urlcurt.com/u?l=gnPskI from PacerMonitor.com. About Arbah Hotel Corp. Arbah Hotel Corp., doing business as Meadowlands View Hotel, is a 3.5-star business-friendly hotel in North Bergen, New Jersey. Arbah Hotel Corp. filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 23-11467) on Feb. 24, 2023. In the petition filed by Mark Wysocki, vice president and operations manager, the Debtor reported assets between $10 million and $50 million and liabilities between $100,000 and $500,000. Joseph L Schwartz has been appointed as Subchapter V trustee. The Debtor is represented by Justin M Gillman, Esq., at Gillman, Bruton & Capone, LLC. ARETEC GROUP: Moody's Puts 'B2' CFR on Review for Downgrade ----------------------------------------------------------- Moody's Investors Service has placed on review for downgrade Aretec Group, Inc.'s B2 corporate family rating, B1 senior secured bank credit facility rating and Caa1 senior unsecured rating. Previously, the outlook was stable. The rating action follows Aretec's announcement[1] that it has agreed to acquire Avantax, Inc. for $1.2 billion, inclusive of Avantax's net debt. Avantax will become a standalone business unit within Aretec. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's said the rating action reflects the planned acquisition's possible negative effect on Aretec's financial profile. The $1.2 billion transaction value will likely require Aretec to issue a significant amount of debt to fund the purchase of Avantax, and could lead to a worsening in its debt leverage, interest coverage, leading to an overall weaker financial profile. Moody's also noted that the planned acquisition would add significant scale to Aretec's existing platform, since Avantax currently has over 3,000 financial professionals with almost $84 billion in client assets. Increased scale and the possible synergies that could exist from the transaction may provide credit benefits. During its review, Moody's will assess the transaction's effect on Aretec's financial profile. This includes assessing the amount of incremental debt and leverage that will be incurred to fund the acquisition, potential synergies from the business combination, and any potential change to Aretec's strategic priorities. Because Aretec's ratings are on review for downgrade it is unlikely they will be upgraded in the near-term. Longer-term, the ratings could be upgraded if the company develops other business activities that provide meaningful earnings diversification. The ratings could also be upgraded if the firm were to meaningfully change its financial policy to operate at a lower level of debt leverage on a sustained basis. Aretec's ratings could be downgraded should Moody's conclude that Aretec is unlikely to sustain its Moody's-adjusted debt/EBITDA leverage at or below 6.5x and its EBITDA/Interest Expense ratio at or above 2x following the acquisition. Aretec's ratings could be confirmed if Moody's concludes that Aretec's financial profile will not weaken significantly following the transaction and that integration risks will be minimal. The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. ARETEC GROUP: S&P Places 'B' ICR on Watch Neg. on Acquisition ------------------------------------------------------------- S&P Global Ratings placed its 'B' issuer credit and senior secured debt ratings as well as its 'CCC+' senior unsecured rating on Aretec Group Inc. on CreditWatch negative. The CreditWatch placement reflects S&P's expectation that Aretec's credit metrics could potentially deteriorate following its mostly debt-financed acquisition of Avantax. On Sept. 11, Aretec entered into a definitive agreement to acquire Avantax for $1.2 billion in cash and will pay Avantax's net debt at closing. Avantax will add more than 3,000 advisors and $85 billion in total client assets. The acquisition is expected to close by the end of 2023, with Avantax operating as a stand-alone unit within the Aretec Group following the close. Aretec has secured $2.7 billion of debt financing to fund the $1.2 billion acquisition of Avantax, refinance the existing $1.011 billion first-lien term loan due in October 2025, as well as extend and increase the existing $175 million revolver to $300 million. While Aretec's relatively low leverage (of below 4x as of June 30 on a pro-forma basis including the recently closed Securian acquisition) provides some flexibility to take on additional debt compared with S&P's downside threshold of 6x, it expects a meaningful deterioration in its adjusted leverage and interest coverage metrics given the large size of the Avantax acquisition. S&P said, "However, we cannot yet ascertain the full impact on the credit metrics because of the potential for changes to the funding structure and the uncertainty over the final cost of funding. Furthermore, the company's plan to realize potential synergies from Avantax has not yet been fully detailed. We will seek to gain additional information on these items during our review period. "The CreditWatch negative placement reflects the possibility that we could lower our ratings on Aretec in the coming months if we don't believe it could maintain S&P-adjusted debt-to-EBITDA ratio below 6x or interest coverage above 2x. We will resolve the CreditWatch when we get further clarity on the final debt structure and cost of funding as well as on the company's plans for realizing potential synergies. We could affirm the ratings and remove them from CreditWatch if we believe that, despite the additional debt, the company will maintain its S&P-adjusted leverage ratio below 6x and interest coverage above 2x on a sustained basis." ARK LABORATORY: Seeks to Hire Only One Hub as Special Counsel ------------------------------------------------------------- Ark Laboratory, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Only One Hub d/b/a Primus Health as its special counsel. The firm will pursue the Debtor's outstanding Covid-19 testing claims with each health insurance provider and governmental entity owing money to the Debtor. The firm would receive a 30 percent fee on any net recovery of the claims. Only One Hub does not hold any interest adverse to the estate, and are disinterested persons, as defined in 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Amy Thomas, Esq. ONLY ONE HUB d/b/a Primus Health 110 W. High Street Ebensburg, PA 15931 About Ark Laboratory Ark Laboratory, LLC owns and operates a medical laboratory in Waterford, Mich. Ark Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-43403) on April 12, 2023. In the petition signed by its principal, James Grossi, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Maria L. Oxholm oversees the case. The Debtor tapped Robert N. Bassel, Esq., a practicing attorney in Clinton, Mich., as bankruptcy counsel; and O'Keefe & Associates Consulting, LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Taft Stettinius & Hollister, LLP. ATH SPORTS: Unsecureds to Get Share of Income for 3 Years --------------------------------------------------------- ATH Sports Nutrition, LLC, submitted a First Amended Plan of Reorganization for Small Business dated September 11, 2023. Under the Plan, the Debtor will devote all of its projected Disposable Income toward the payment of Creditors. The Plan will be funded with the funds that are not for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expense Claims, Priority Tax Claims, and Allowed Secured Claims in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Finally, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. Class 2 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a different treatment, all Allowed General Unsecured Claims shall be paid pro rata in quarterly installments from Disposable Income commencing on the First Distribution Date (i.e., Q1 2024) to the Last Distribution Date (3 years after). This Class is impaired. The allowed unsecured claims total $767,609.78. Equity Interest holders shall maintain existing Equity Interest. The Plan will be funded by the proceeds realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The officers and directors of the Debtor immediately prior to the Effective Date shall serve as the initial officers and directors of the Reorganized Debtor on and after the Effective Date. Each officer and director shall serve in accordance with applicable non-bankruptcy law and the Debtor's corporate governance documents, as each of the same may be amended from time to time. A full-text copy of the First Amended Plan dated September 11, 2023 is available at https://urlcurt.com/u?l=0pIZAb from PacerMonitor.com at no charge. Counsel to the Debtor: Joseph C. Barsalona II, Esq. Richard C. Solow, Esq. Pashman Stein Walder Hayden, P.C. 1007 North Orange Street, 4th Floor, Suite 183 Wilmington, DE 19801 Telephone: (302) 592-6496 Email: jbarsalona@pashmanstein.com rsolow@pashmanstein.com Chuck C. Choi, Esq. Allison A. Ito, Esq. Choi & Ito 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Telephone: (808) 533-1877 Facsimile: (808) 566-6900 Email: cchoi@hibklaw.com aito@hibklaw.com About ATH Sports Nutrition LLC ATH Sports Nutrition LLC is a direct-to-consumer ("DTC") manufacturer of work out supplements, made from some of the cleanest, high-quality natural ingredients available. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Hawaii Case No. 23-00362) on May 15, 2023. In the petition signed by Stuart Kanaloa Kam, member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Robert J. Faris oversees the case. Allison A. Ito, Esq., at Choi & Ito, is the Debtor's legal counsel. AUBSP OWNERCO: Seeks to Extend Plan Exclusivity to October 9 ------------------------------------------------------------ AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC ask the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period to file an amended plan and solicit acceptances for such plan to October 9, 2023 and December 8, 2023, respectively. This is the Debtors' fourth request for extension. Unless extended, the exclusivity period expires August 8, 2023. The Debtors explained that even though the Court previously indicated it would not grant further extensions for the Debtors to file a Plan, they have since filed such Plan and Disclosure Statement, and cause exists to extend the exclusivity period to permit them to seek acceptances of such Plan and potentially file necessary amendments. The Debtors added that the extension is necessary to preserve the status quo while the Court addresses a pending settlement motion. The Debtors further explained that the requested extension will not harm any party and, in fact, this extension will be moot if the pending settlement is approved. AUBSP Ownerco 8, LLC and AUBSP Ownerco 9, LLC are represented by: Thomas M. Messana, Esq. Scott A. Underwood, Esq. Megan W. Murray, Esq. Adam Gilbert, Esq. UNDERWOOD MURRAY, P.A. 100 N. Tampa St., Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Email: tmessana@underwoodmurray.com sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About AUBSP Ownerco AUBSP Ownerco 8, LLC, formerly known as RA2 Boise-Fairview, LLC, and AUBSP Ownerco 9, LLC, formerly known as RA2 Boise-Overland, LLC, filed petitions for Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 22-18613) on Nov. 4, 2022. In the petitions signed by Richard Sabella, authorized agent, the Debtors disclosed up to $10 million in both assets and liabilities. The Debtors tapped Thomas M. Messana, Esq., at Underwood Murray, P.A. as bankruptcy counsel; and Stoel Rives, LLP and Cross & Simon, LLC as special counsel. AUDACY CAPITAL: $770MM Bank Debt Trades at 56% Discount ------------------------------------------------------- Participations in a syndicated loan under which Audacy Capital Corp is a borrower were trading in the secondary market around 44.0 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $770 million facility is a Term loan that is scheduled to mature on November 17, 2024. About $632.4 million of the loan is withdrawn and outstanding. Audacy Capital Corp. owns and operates radio stations. The Company focuses on sports, news, and music and entertainment. Audacy Capital produces, co-produces, and co-promotes events across markets, including concerts, multi-day musical festivals, speaker series, trade shows, and sports-related events. AVSC HOLDING: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to positive from stable and affirmed its 'CCC+' issuer credit rating on AVSC Holding Corp. (d/b/a Encore). S&P also affirmed its 'CCC+' issue-level rating on the company's first-lien senior secured credit facilities and its 'CCC-' rating on the second-lien debt. The positive outlook reflects that S&P may upgrade the company to 'B-' within 12 months if credit metrics continue to improve and the company's plans to refinance its upcoming debt maturities succeed. The positive outlook reflects the possibility of an upgrade in the next year if AVSC's EBITDA, FOCF, and credit metrics continue to improve and it successfully refinances its near-term debt. AVSC has outperformed our 2022 forecast as the live events industry has held up well this year despite a soft macroeconomic environment. Revenue for the first half of 2023 was up 22.7% compared to 2022, reflecting strong growth of close to 70% in the first quarter offset by a 3.3% revenue decline in the second quarter primarily reflecting softness in the U.S. U.S. group occupancy improved as demand for group meetings increased in the first quarter compared to the same period last year, which was affected by the COVID-19 pandemic. For the first six months of 2023, S&P Global Ratings-adjusted EBITDA increased approximately 6%, compared to 2022 because of higher workforce investment costs, revenue-based commissions and equipment sub-rental expenses. S&P said, "Based on our favorable outlook of the hotel and lodging industry, we expect the company will generate positive revenue and EBITDA growth in the next six months given high demand over the holidays due to increased corporate events. We project leverage to decline to the mid- to high-6x area, down from 7.3x as on June 30, 2023, and 7.6x at the end of fiscal 2022. Still, the risk of a decline in group occupancy and event volume, budget and pricing pressures from lower customer confidence and total event spending reported in the second quarter could persist, causing leverage to remain elevated. "While liquidity is currently sufficient, the inability to refinance the overall capital structure is a risk. We currently assess AVSC's liquidity as adequate because we expect it to maintain sufficient cash on hand and cash flow generation to cover its operating needs over the next 12 months without relying on borrowings from its revolving credit facility. The company's $30 million revolver, which matures on Nov. 30, 2024, was undrawn as of June 30, 2023." As of June 30, 2023, the company had $2.8 billion of total debt outstanding. AVSC will need to refinance its 2025 debt maturities (accounting for roughly 56% of its capital structure) over the coming 12 months, which could become increasingly difficult if the economic environment worsens. The remaining debt matures in October of 2026 and also has a growing pay-in-kind (PIK) accruing interest feature. AVSC's revenues remain highly vulnerable to economic downturns and cyclical declines in business travel due to the company's niche focus and lack of diversification. The company's revenue depends on cyclical business travel, making its operating performance highly sensitive to group activity in luxury and upscale hotels as well as to corporate travel budgets. The company's sales outside the U.S. and Canada account for only about 10% of total sales. Nevertheless, AVSC's top 10 customers account for 3% of total revenues and the company has expanded beyond its legacy hotel-based business in the trade show and production markets through acquisitions and organic growth. AVSC has a leading position in venue-based event technology solutions and maintains strong relationships with the largest hotel chains all across the U.S. AVSC, which does business as Encore, has a leading position providing audiovisual services to the U.S. hotel industry. It benefits from ongoing relationships with all leading hotel chains through long-term master service agreements which name Encore as a preferred provider to venues and establish the economic relationship across the chain. AVSC generates nearly all its revenue from contracts averaging five to six years with major hotel chains, and it enjoys a 98% venue retention rate. The positive outlook reflects the potential for an upgrade over the next 12 months if AVSC continue to improve performance and the company's plans to refinance its upcoming debt maturities are successful. S&P said, "AVSC's health and safety factors have improved, in our view, and are now a moderately negative consideration in our credit rating analysis. Social factors are reflected in the unprecedented decline in business event attendance, which generates most of the company's revenue, during the pandemic due to event cancellations related to social restrictions. We expect revenue in 2023 to exceed pro forma 2019 levels as in-person corporate events return, which could contribute to further leverage reduction. Governance factors are a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of controlling owners. This also reflects generally finite holding periods and a focus on maximizing shareholder returns." AYRO INC: Effects Reverse Stock Split to Maintain NASDAQ Listing ---------------------------------------------------------------- AYRO, Inc. announced it intends to effect a reverse stock split of its common stock at a ratio of one post-split share for every eight pre-split shares. The reverse stock split became effective at 4:00 p.m. New York time on Friday, Sept. 15, 2023. AYRO's common stock will continue to be traded on the Nasdaq Capital Market under the symbol AYRO and will begin trading on a split-adjusted basis when the market opens on Monday, Sept. 18, 2023. At a special meeting of stockholders held on Sept. 14, 2023, AYRO's stockholders granted the Company's board of directors the discretion to effect a reverse stock split of AYRO's common stock through an amendment to its Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-10, such ratio to be determined by the Company's board of directors. At the effective time of the reverse stock split, every eight shares of AYRO's issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-8 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share of a stockholder resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of AYRO's common stock outstanding from 37,732,530 shares to approximately 4,716,567 shares, subject to adjustment for the rounding up of fractional shares. Proportional adjustments will be made to the number of shares of AYRO's common stock issuable upon exercise or conversion of AYRO's equity awards, convertible preferred stock and warrants, as well as the applicable exercise or conversion price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, Issuer Direct Corporation, via email at transfer@issuerdirect.com or fax at +1 (919) 744-2722. Tom Wittenschlaeger, CEO of AYRO, said, "We are effecting this reverse stock split to raise AYRO's common stock price in order to regain compliance with the Nasdaq Capital Market's $1.00 per share minimum bid continued listing requirement. We believe the trading of our shares on a national market increases our visibility in the marketplace, improves liquidity, broadens and diversifies our stockholder base, and ultimately enhances long-term stockholder value." About AYRO Texas-based AYRO, Inc., formerly known as DropCar, Inc. -- http://www.ayro.com-- engineers and manufactures purpose-built electric vehicles to enable sustainable fleets. AYRO's EVs are an eco-friendly microdistribution alternative to gasoline vehicles. Ayro, Inc. reported a net loss of $22.94 million in 2022, a net loss of $33.08 million in 2021, a a net loss of $10.76 million in 2020, a net loss of $8.66 million in 2019, and a net loss of $18.75 million in 2018. BAKERS DEPOT: Mark E. Hall Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Mark Hall, Esq., a partner at Fox Rothschild, LLP, as Subchapter V trustee for Bakers Depot, LC. Mr. Hall 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. Hall declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark E. Hall, Esq. Fox Rothschild, LLP 49 Market Street Morristown, NJ 07960 (973) 548-3314 Email: mhall@foxrothschild.com About Bakers Depot Bakers Depot, LC filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-17425) on Aug. 25, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Brian Negron, president, signed the petition. Vincent Roldan, Esq., at Mandelbaum Barrett, PC represents the Debtor as legal counsel. BK RACING: Trustee Taps Parker Simon & Kokolis as Special Counsel ----------------------------------------------------------------- Matthew Smith, the former Chapter 11 trustee of BK Racing, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to hire Parker, Simon & Kokolis, LLC as his special counsel. Mr. Smith requires the services of an attorney licensed in certain jurisdictions to domesticate and enforce in those jurisdictions the Court's Judgment entered in Adversary Proceeding Case No. 20-3014 on Dec. 19, 2022. The firm received a retainer in the amount of $1,500. Parker, Simon & Kokolis is a "disinterested party" within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Thomas J. Kokolis, Esq. PARKER, SIMON & KOKOLIS, LLC 10 North Washington Street, Suite 500 Rockville, MD 20850 Main Office Line: (301) 656-5775 Main Fax Line: (301) 656-7834 Email: info@pskfirm.com About BK Racing BK Racing, LLC, is a Monster Energy NASCAR Cup Series Toyota Racing team headquartered in Charlotte, North Carolina. The team was founded in 2012 after owners Ron Devine and Wayne Press acquired Red Bull Racing. BK Racing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-30241) on Feb. 15, 2018. In its petition signed by Kathy Burch, power of attorney for managing member Brenda Devine, the Debtor estimated assets and liabilities of $10 million to $50 million. Judge Craig J. Whitley oversees the case. The Debtor hired The Henderson Law Firm PLLC as its legal counsel. Matthew W. Smith was appointed to serve as Chapter 11 trustee for the Debtor. The Trustee hired Grier Furr & Crisp, PA as his legal counsel, and The Finley Group, Inc., as his financial advisor. BOARDRIDERS INC: Moody's Withdraws 'Caa2' CFR on Debt Repayment --------------------------------------------------------------- Moody's Investors Service withdrew all of Boardriders, Inc.'s ratings including its Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, Caa1 senior secured super priority credit facility rating and Caa3 senior secured bank credit facility rating. The outlook was changed to withdrawn from rating under review. These withdrawals follow the repayment of the company's debt in conjunction with the closing of the acquisition of Boardriders by Authentic Brands (ABG Intermediate Holdings 2 LLC, B2 positive) in a transaction valued at approximately $1.25 billion. A list of the Affected Ratings is available at https://urlcurt.com/u?l=M6KA48 RATINGS RATIONALE Boardriders has fully repaid its outstanding term loan debt in conjunction with the closing of the company's acquisition by Authentic Brands Group (ABG Intermediate Holdings 2 LLC, B2 positive). All of Boardriders' ratings have been withdrawn since all of its rated debt is no longer outstanding. Boardriders, Inc. designs and distributes branded apparel, footwear, accessories, and related products under six primary brands including Quiksilver, Billabong, ROXY, DC Shoes, RVCA and Element. The company is now a wholly subsidiary of Authentic Brands Group. BRITH SHOLOM: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------- Brith Sholom Winit, LP asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection, on an interim basis, pursuant to the budget. On August 23, 2017, the Debtor allegedly borrowed funds from New World Commercial Credit pursuant to a Loan Agreement dated April 19, 2017. The source and disbursement of these loan funds is not clear. The Debtor's obligations to New World are allegedly secured by (i) a mortgage on the Debtor's real property located at 3939 Conshohocken Avenue, Philadelphia, PA 1913; and (ii) an Assignment of Rents filed on August 23, 2017 in the Philadelphia Recorder of Deeds. Accordingly, New World claims a security interest on the rents received by the Debtor, which constitute all or significant portion of the Debtor's current revenues. The Debtor disputes New World's claims. As of the Petition Date, New World claimed to be owed the amount of $28.4 million. On August 10, 2023 and August 24, 2023 the Debtor obtained New World's consent to use the cash collateral in an amount not greater than $10,000 per payroll to meet its current payroll obligations. New World did not consent to the use of cash collateral to fund the Debtor's payroll, or any other expenses, of September 7, 2023. The Debtor is in jeopardy of losing its employees as a result. The Debtor plans to use Apex Equity Group to manage its business operations, collecting rents and income into the DIP Account. To ensure continuity, funds will be transferred into Apex's bank accounts, subject to New World's security interest. This arrangement will allow post-petition operations with minimal interruptions and utilize existing accounts and logistical processes. The Debtor has also secured both general liability and casualty insurance. The Debtor intends to pay the initial premium in the approximate amount of $83,000 through the Debtor's funds held in the DIP Account or the funds on hand by Apex. The Debtor seeks the Court's approval for this payment from New World's cash collateral. The remaining premium balance due will likely be paid by an insurance premium financing arrangement and the Debtor intends to seek approval of such an arrangement through a separate motion. New World's interest in cash collateral, to the extent applicable, will be protected in that if the Debtor's use of the cash collateral diminishes such interest, the Debtor will grant New World replacement liens on post-petition accounts and proceeds thereof to secure such diminution. To the extent that New World claims a lack of adequate protection, 11 U.S.C. section 506(c) permits the Debtor to surcharge the collateral in order to preserve its value. A copy of the motion is available at https://urlcurt.com/u?l=yeO54I from PacerMonitor.com. About Brith Sholom Winit Brith Sholom Winit, LP is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Brith Sholom Winit filed voluntary Chapter 11 petition (Bankr. E.D. Pa. Case No. 23-12309) on Aug. 1, 2023, with as much as $50,000 in assets and $10 million to $50 million in liabilities. Ephraim Diamond, chief restructuring officer, signed the petition. Judge Ashely M. Chan oversees the case. Harry J. Giacometti, Esq., at Flaster/Greenberg, P.C. represents the Debtor as legal counsel. BYJU'S ALPHA: $1.20BB Bank Debt Trades at 61% Discount ------------------------------------------------------ Participations in a syndicated loan under which BYJU's Alpha Inc is a borrower were trading in the secondary market around 38.8 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.20 billion facility is a Term loan that is scheduled to mature on November 24, 2026. About $1.18 billion of the loan is withdrawn and outstanding. Think & Learn Private Limited, doing business as Byju's, provides online educational services. CEDAR FAIR: Egan-Jones Hikes Senior Unsecured Ratings to B ---------------------------------------------------------- Egan-Jones Ratings Company on August 22, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cedar Fair, L.P. to B from B-. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Sandusky, Ohio, Cedar Fair, L.P. provides entertainment facilities. CENTRAL GARDEN: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 21, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Central Garden & Pet. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Walnut Creek, California, Central Garden & Pet serves lawn and garden consumables and pet supplies markets. CENTURY ALUMINUM: Egan-Jones Retains B Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on August 22, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Century Aluminum Company. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, Century Aluminum Company produces primary aluminum, in both molten and ingot form, through facilities located in the United States. CGCC LLC: Seeks to Hire Rountree Leitman as Bankruptcy Counsel -------------------------------------------------------------- CGCC, LLC seeks approval from the U.S. Bankruptcy Court for the District of Georgia to hire Rountree, Leitman, Klein & Geer, LLC as its legal counsel. The firm's services include: a. giving the Debtor legal advice with respect to its powers and duties in the management of its property; b. preparing legal papers; c. assisting in the examination of claims of creditors; d. assisting with the formulation and preparation of disclosure statement and Chapter 11 plan of reorganization and with the confirmation and consummation thereof; and e. other necessary legal services. Rountree will charge these hourly fees: The firm will be paid at these hourly rates: 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 Caitlyn Powers, Attorney $325 Shawn Eisenberg, Attorney $300 Sharon M. Wenger, Paralegal $225 Elizabeth Miller, Paralegal $250 Megan Winokur $175 Catherine Smith $150 Clay Klein $200 The firm received a pre-bankruptcy retainer of $50,000 from the Debtor. Caitlyn Powers, Esq., a partner at Rountree, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: William A. Rountree, Esq. Caitlyn Powers, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 Email: wgeer@rlkglaw.com cpowers@rlkglaw.com About CGCC, LLC CGCC, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51097) on August 14, 2023, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Caitlyn Powers, Esq. at Rountree Leitman Klein & Geer, LLC represents the Debtor as counsel. CHART INDUSTRIES: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on August 18, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Chart Industries, Inc. Headquartered in Ball Ground, Georgia, Chart Industries, Inc. operates as a global manufacturer of equipment used in the production, storage, and end-use of hydrocarbon and industrial gases. CITGO PETROLEUM: Fitch Affirms 'B' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of CITGO Petroleum Corp. (Opco) at 'B' with a Stable Outlook and of CITGO Holding, Inc. (Holdco, or CITGO) at 'CCC+'. Fitch also affirmed Opco's existing senior secured notes and industrial revenue bonds at 'BB'/'RR1' and Holdco's senior secured notes at 'B+'/'RR1'. Fitch has assigned a 'BB'/'RR1' senior secured rating to Opco's new proposed notes. The affirmation of Opco's rating follows the announced refinancing transaction pursued by the company. The proposed deal envisages Opco's issuance of a new senior secured bond, upstreaming of the bond proceeds to Holdco and early repayment of Holdco's $1.3 billion bond due 2024. Holdco's bond rating will be withdrawn after the notes are repaid. Fitch expects that Opco's midcycle leverage will remain well within the rating guidelines despite the increase in borrowings resulting in a Stable Outlook. The ratings of Opco and Holdco are negatively affected by operational risks and contagion effects from U.S. sanctions on CITGO's ultimate parent, Petroleos de Venezuela S.A. (PDVSA), and the upcoming maturities of 2025-2026. The ratings are supported by the quality of refining assets, significant scale, moderate debt and plentiful liquidity. KEY RATING DRIVERS Holdco Debt Moves to Opco: Fitch considers the refinancing of Holdco's $1.3 billion notes though issuance of notes by Opco to be rating-neutral for Opco. The Holdco notes became current in August 2023. The proposed size of the new Opco bond is $1.1 billion, and $0.1 billion will be repaid using Holdco's cash. This transaction should substantially increase Opco's Fitch-calculated 2023 EBITDA leverage. However, Fitch forecasts that leverage will stay at moderate levels in 2023-2027 and well within its rating sensitivities. Debt Repayment at Holdco: Holdco will not have future debt service obligations, for which it relied on dividends from Opco that can be constrained by Opco's dividend capacity bond covenant and sanctions-related U.S. policies. Holdco will not have any EBITDA-generating assets except Opco. More clarity around future debt policy at Holdco level would be required for a rating upgrade. Strong 2023 Results Expected: Fitch projects that CITGO's EBITDA will decline by just 20% in 2023 from the record 2022 level. U.S. refining margins are considerably above their midcycle levels due to growing fuel demand, slow global refining capacity additions and low inventory levels, especially for middle distillates. Both gasoline and diesel crack spreads remain elevated in 3Q23 after a dip in 2Q23. Fitch assumes a normalization in crack spreads around 2024. U.S. gasoline consumption has not fully rebounded after the pandemic, and it may not reach 2019 levels, according to the current EIA forecast. CITGO could redirect sales to other markets if necessary. Change of Control Risks: CITGO's indirect parent is PDVSA, which is owned by the government of Venezuela. The parent's financial weakness creates a few paths that could trigger change of control clauses and a forced refinancing of CITGO's debt. These include creditor lawsuits against PDVSA and its affiliates seeking to obtain judgements for litigation/arbitration awards in U.S. courts and attach to CITGO's assets; actions by PDVSA's secured exchange note holders to collect on a pledge of 50.1% of CITGO Holding's capital stock; and any future actions by Office of Foreign Assets Control (OFAC) to unblock current restrictions and allow a share sale to proceed without sanctions. A change of control trigger would depend on the balance between the size of claims and CITGO's equity value. Double Trigger: If such actions were allowed to proceed, the refineries would remain primary pledged assets under lender agreements and would require consents to take action. In particular, CITGO's notes contain a two-part test (less than majority ownership by PDVSA and a failure by rating agencies to affirm ratings within 90 days). Fitch believes CITGO's credit profile would likely improve under different ownership, which should limit bondholder incentives to put bonds if change of control were triggered. Nonetheless, this risk remains a key overhang on the credit. All of CITGO's drawn debt contains this double trigger. Access to Capital: The legacy effects of PDVSA's ownership, including change of control risks, as well as the impact of various OFAC sanctions on entities doing business with Venezuela, are also an overhang for CITGO in terms of capital market access. In 2019, it had to replace revolver liquidity with a drawn debt given bank concerns about OFAC sanctions against Venezuelan entities. It still maintains a large cash cushion to support liquidity. The proposed Opco notes contain conditions that allow for the eventual creation of an asset-based lending facility after the other legacy bonds are repaid or refinanced. Restrictive Opco Covenants: Opco's bond indentures contain multiple covenants that ensure Opco level lenders are protected from excessive upstreaming of cashflows to Holdco. The covenants safeguarding dividend payments to Holdco include positive dividend basket, maximum net debt to cap of 55% and minimum $500 million in liquidity pro forma post distribution. At June 30, 2022, the dividend basket was positive, but Fitch believes the company has adequate flexibility to make payments through its tax allocation agreement even when the basket is negative. Parent-Subsidiary Linkage: Fitch views Opco as the stronger entity of the two, given all of CITGO's assets and EBITDA are held at Opco rather than Holdco, including basket of midstream assets post-refinancing. Based on its PSL analysis, Fitch views Opco and Holdco's ratings on a standalone basis, given the insulated legal ring-fencing through Opco's bond covenants, which limit the ability of the direct parent to dilute its subsidiary's credit quality; additional separations created by OFAC restrictions; and its insulated assessment of the access and control factor. Bond covenants include restrictions on dividends (R/P basket), incurrence tests (maximum net debt/capitalization of 55% and a minimum $500 million in liquidity, pro forma post distribution) restrictions on asset sales, and the incurrence of additional indebtedness. DERIVATION SUMMARY At 807 kb/d day of crude refining capacity, CITGO is smaller than PBF Holding (BB/Stable) at 973 kb/d. However, it is larger than HF Sinclair Corporation (BBB-/Stable) at 678 kb/d and CVR Energy (BB-/Stable) at 207 kb/d. CITGO is less diversified compared with refining peers who have ancillary businesses including logistics master limited partnerships, chemicals, renewables, retail, and lubricants/specialty product. However, CITGO's core refining asset profile is strong and relatively flexible, given the higher complexity of its refineries than for most of their peers, which allows it to process a large amount of discounted heavy and light shale crudes. Legacy PDVSA ownership/governance and related capital markets access issues remain key overhangs on the issuer despite its relatively strong asset profile. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - West Texas Intermediate crude oil price deck of $75/barrel in 2023, $70/barrel in 2024, $65/barrel in 2025, $60/barrel in 2026 and $57/barrel at midcycle; - Refinery throughput around 800 kb/d in 2023-2027; - Capex, turnaround and catalyst costs averaging $750 million in 2023-2027; - Dividend paid by Opco to Holdco of $1.3 billion in 2023. RATING SENSITIVITIES CITGO Petroleum Corp. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Reduced overhang associated with legacy PDVSA ownership issues; - Midcycle EBITDA leverage below 3.0x. Factors that could, individually or collectively, lead to negative rating action/upgrade: - Deterioration in liquidity/market access; - Midcycle EBITDA leverage above 4.0x. CITGO Holding, Inc. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Maintaining de minimis debt after the refinancing or increased ability to upstream dividends from Opco, such as alleviation of restrictions on R/P basket; - Reduced overhang associated with legacy PDVSA ownership issues. Factors that could, individually or collectively, lead to negative rating action/upgrade: - Deterioration in liquidity/market access; - Sustained inability of Holdco to receive dividends due to R/P basket or other restrictions. LIQUIDITY AND DEBT STRUCTURE Opco Liquidity Adequate: After the refinancing, Opco's liquidity should include unrestricted cash of $3.1 billion and an undrawn $500 million receivables securitization facility that expires in 2024. CITGO does not have an ABL facility but can use available cash to cover short-term funding needs, including working capital movements. It has immaterial short-term debt. The nearest large debt maturities are in 2025-2026. Fitch projects that its liquidity will be supported by positive FCF generation. Sufficient Holdco Liquidity: Holdco will use its cash to partially repay its debt during the refinancing. After this, it will get access to $0.1 billion of restricted cash associated with the debt service reserve account. Opco should be able to distribute funds to Holdco, if needed, given that Opco has rebuilt its dividend basket. Additionally, it should have flexibility to make payments through its tax allocation agreement. ISSUER PROFILE CITGO is a U.S.-based refiner that owns three large, high-quality refineries with total processing capacity of 807 kb/d. Its refineries are located on the gulf coast in Lake Charles, LA, Corpus Christi, TX and Lemont, IL. It also has a network of 4,200 retail outlets. ESG CONSIDERATIONS CITGO has an Environmental, Social and Corporate Governance (ESG) Relevance Score of '4' under Environmental Factors, which reflects its material exposure to extreme weather events (hurricanes), which periodically lead to extended shutdowns. Two out of three of CITGO's refineries are located on the Gulf Coast, including the largest, Lake Charles at 463 thousand barrels per day (kb/d). This has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. CITGO also has a Score of '4' under Governance Factors related to the effects the legacy PDVSA ownership issues still have on the issuer despite the transition CITGO made to being run by a U.S.-approved board. The risk centers around contagion through change of control clauses associated with a PDVSA default and the overhang legacy ownership creates in terms of capital markets access, as well as frequent changes in board composition. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- CITGO Holding, Inc. LT IDR CCC+ Affirmed CCC+ senior secured LT B+ Affirmed RR1 B+ CITGO Petroleum Corp. LT IDR B Affirmed B senior secured LT BB Affirmed RR1 BB senior secured LT BB New Rating RR1 CLEAN HARBORS: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 15, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Clean Harbors, Inc. Headquartered in Norwell, Massachusetts, Clean Harbors, Inc. provides a variety of environmental remediation and industrial waste management services to customers in the United States and Puerto Rico. CLEVELAND STREET: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: Cleveland Street LLC 1354 Stewart Street Baldwin NY 11510 Business Description: Cleveland Street owns two real property located in Brooklyn, New York with a total current value of $2.4 million. Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-73411 Judge: Hon. Robert E. Grossman Debtor's Counsel: Erica Yitzhak, Esq. THE YITZHAK LAW GROUP 1 Linden Place Suite 406 Great Neck NY 11021 Tel: 516-466-7144 Email: erica@etylaw.com Total Assets: $2,401,800 Total Liabilities: $4,280,884 The petition was signed by Anthony Myers as member. The Debtor listed NYC DEP located at 5917 Junction Blvd, Elmhurst, NY, 11373 as its only unsecured creditor holding a claim of $21,591. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NY6SDPY/Cleveland_Street_LLC__nyebke-23-73411__0001.0.pdf?mcid=tGE4TAMA CPI LUXURY: Has Deal on Cash Collateral Access ---------------------------------------------- East West Bank and CPI Luxury Group advised the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. On June 30, 2016, the Lender and the Debtor executed a Loan and Security Agreement pursuant to which the Lender provided Debtor a secured revolving credit facility. To secure repayment and performance by Debtor of its obligations under the Loan Agreement, the Debtor granted to Lender a security interest in certain described personal property assets. Lender perfected its security interest in the Prepetition Collateral by filing a UCC Financing Statement with the California Secretary of State on June 30, 2016, filing number 167533695580. Events of Default occurred under the terms of the Loan Documents and, as a result, the Debtor executed a Forbearance Agreement dated September 9, 2021, which was amended from time to time, culminating in the execution of an Amended and Restated Forbearance Agreement dated as of May 31, 2022. Continuing Events of Default occurred and on July 3, 2023, the Lender sent and delivered to the Debtor a Notice of Continuation of Events of Default, Day to Day Forbearance and Reservation of Rights letter. On July 24, 2023, the Lender notified the Debtor that the Day to Day Forbearance was terminated, the Indebtedness owed to the Lender was accelerated and immediately due and payable, and Lender would exercise its rights and remedies under the Loan Documents. The Debtor is obligated to Lender for the amounts owing under the Loan Documents. As of the Petition Date, Debtor is indebted to Lender under the Loan Documents for the sum of no less than $14 million plus all additional interest, fees, costs and charges, including attorney's fees, recoverable under the Loan Documents or by law. The parties agreed that the Debtor may use cash collateral during the period commencing on August 14, 2023 and terminating on the earlier of any of the following dates: (i) October 27, 2023, or such further date as agreed to by Lender in writing, or (ii) the date of the occurrence of an Event of Default. These events constitute an "Event of Default": (i) a breach or failure to comply with any term, reporting test, covenant, representation, warranty or requirement of the Stipulation or any other order of the Court; (ii) the Debtor exceeds authorized expenditures or fails to meet projections contained in the Budget by more than the permitted variances, (iii) the granting in favor of any party other than Lender of a security interest in or lien upon any property of the Debtor or the Debtor's estate or a claim against the Debtor having priority senior or pari passu with the security interests, liens or claims in favor of Lender, except to the extent that such party had a security interest in or lien upon property of the Debtor on the Petition Date which had priority senior or pari passu with the security interests, liens or claims of Lender existing on the Petition Date; (iv) entry of an order dismissing or converting the Case to a case under chapter 7 of the Bankruptcy Code; (v) entry of an order appointing a trustee in the Case; (vi) entry of an order granting relief in favor of any other party (including lessors and landlords) that includes enabling such party to exercise state law or contractual rights and remedies with respect to certain asset or assets of the Debtor that could have a material adverse effect on the Debtor, its business and/or other assets, or (vii) any stay, reversal, vacation or rescission of the terms of the Stipulation, or any modification of any terms of the Stipulation that is not reasonably acceptable to Lender. As adequate protection, the Lender is granted a replacement lien in all assets in which and to the extent the Debtor holds an interest. The Postpetition Lien in favor of Lender will be senior in priority to any and all prepetition and postpetition claims, rights, liens and interests, but subject and immediately junior only to any lien or security interest in the Prepetition Collateral that is valid, perfected and senior to the interest of Lender effective as of the Petition Date and not otherwise avoided or subordinated. The Lender will have an allowed super priority administrative claim of the kind and priority, to the extent applicable, under 11 U.S.C. Sections 503(b) and 507(b). The Debtor will make monthly cash payments to the Lender in the amount of $35,000 no later than Monday of the week such payment is scheduled under the Budget. A copy of the stipulation is available at https://urlcurt.com/u?l=vm9sYC from PacerMonitor.com. About CPI Luxury Group CPI Luxury Group is a producer of cultured pearls. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11059) on July 30, 2023. In the petition signed by Harold Jabarian, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. M. Douglas Flahaut, Esq., at Arentfox Schiff LLP, represents the Debtor as legal counsel. CUSTOM LOGGING: Richard Preston Cook Named Subchapter V Trustee --------------------------------------------------------------- Brian Behr, the U.S. Bankruptcy Administrator for the Eastern District of North Carolina, appointed Richard Preston Cook as Subchapter V Trustee for Custom Logging, LLC. About Custom Logging Custom Logging, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02538) on Sept. 1, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. James Sherrill Sewel, member-manager, signed the petition. Judge Pamela W. Mcafee oversees the case. Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor as bankruptcy counsel. DADDIO'S PIZZERIA: Michael Brummer Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 2 appointed Michael Brummer as Subchapter V trustee for Daddio's Pizzeria, Inc. Mr. Brummer will be paid an hourly fee of $225 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Brummer declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Michael Brummer 168 Farber Lane Williamsville, New York 14221 Email: Mikebrummer18@gmail.com Phone: (716) 479-7980 About Daddio's Pizzeria Daddio's Pizzeria, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 23-10848) on Sept. 1, 2023, with as much as $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Carl L. Bucki oversees the case. Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C. represents the Debtor as legal counsel. DELL INC: Egan-Jones Retains BB- Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on August 24, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Dell Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Round Rock, Texas, Dell Inc. provides computer products. DEPETRIS FAMILY: Seeks Cash Collateral Access --------------------------------------------- DePetris Family, LLC asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay essential operating costs and capital expenditures, in accordance with the budget, with a 10% variance. The Debtor owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The shopping center consists of two separate parcels of land, each financed with separate banks. One parcel of land comprises an occupied RiteAid Pharmacy, and said parcel bears a mortgage in favor of People's Security Bank, with an outstanding balance of approximately $3.799 million as of the Petition Date. Apart from the mortgage, the credit facility is secured with an Assignment of Rents of the RiteAid tenant. The other parcel of land comprises the remaining units of the shopping center, and said parcel bears a mortgage in favor of First Commonwealth Bank (formerly, Centric Bank), with an outstanding balance of approximately $9.733 million as of the Petition Date, inclusive of a cash reserve held by First Commonwealth Bank of approximately $442,607. Apart from the mortgage, the credit facility is secured with an Assignment of Rents from the tenants in the shopping center. The shopping center is active and substantially occupied. As adequate protection, the Debtor proposes that the banks receive post-petition replacement liens to the same extent, validity, priority, and nature as their pre-petition liens, to the extent that they are ultimately determined to hold valid liens on the Debtor's assets. Banks will also continue to receive interest payments in accordance with the Budgets, as the Debtor paid Banks prior to the Petition Date. Therefore, Banks will suffer no diminution in value, and use of cash collateral is appropriate. A copy of the motion is available at https://urlcurt.com/u?l=ZHXFnz from PacerMonitor.com. About DePetris Family LLC DePetris Family LLC owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12542) on August 25, 2023. In the petition signed by James DePetris, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esq., at Allen B. Dubroff Esq. & Associates, LLC, represents the Debtor as legal counsel. DIAMOND SPORTS: $635MM Bank Debt Trades at 45% Discount ------------------------------------------------------- Participations in a syndicated loan under which Diamond Sports Group LLC is a borrower were trading in the secondary market around 55.4 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $635 million facility is a Term loan that is scheduled to mature on May 25, 2026. About $630.2 million of the loan is withdrawn and outstanding. About Diamond Sports Group Diamond Sports Group, LLC and its affiliates own and/or operate the Bally Sports Regional Sports Networks, making them the nation's leading provider of local sports programming. DSG's 19 Bally Sports RSNs serve as the home for 42 MLB, NHL, and NBA teams. DSG also holds joint venture interests in Marquee, the home of the Chicago Cubs, and the YES Network, the local destination for the New York Yankees and Brooklyn Nets. The RSNs produce about 4,500 live local professional telecasts each year in addition to a wide variety of locally produced sports events and programs. DSG is an unconsolidated and independently run subsidiary of Sinclair Broadcast Group. Diamond Sports Group and 29 of its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90116) on March 14, 2023. In the petition filed by David F. DeVoe, Jr., as chief financial officer and chief operating officer, Diamond Sports Group listed $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP and Porter Hedges, LLP as bankruptcy counsels; Wilmer Cutler Pickering Hale, Dorr, LLP and Quinn Emanuel Urquhart & Sullivan, LLP as special counsels; AlixPartners, LLP as financial advisor; Moelis& Company, LLC and LionTree Advisors, LLC as investment bankers; Deloitte Tax, LLP as tax advisor; Deloitte Financial Advisory Services, LLP as accountant; and Deloitte Consulting, LLP as consultant. Kroll Restructuring Administration, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Akin Gump Strauss Hauer& Feld LLP as counsel; FTI Consulting, Inc. as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. DINARDO LAW: Seeks Cash Collateral Access ----------------------------------------- Joseph DiNardo and the DiNardo Law Firm, P.C. ask the U.S. Bankruptcy Court for the Western District of New York for authority to use cash collateral in which Equal Access Justice Fund LP and Counsel Financial Services LLC have or claim liens or security interests. The Debtors' Cash Collateral Order would authorize the DiNardo Firm to fund payments to Mr. DiNardo sufficient to enable him to pay for has personal living expenses and to support his adult autistic daughter who is currently living and working in Florida. The Cash Collateral Order also proposes to authorize the DiNardo Firm to advance to Mr. DiNardo those funds required to enable him make his required post-petition tax payments. The DiNardo Law Firm is Mr. DiNardo's primary source of income and in order for Mr. DiNardo to be able to confirm a Chapter 11 Plan of Reorganization, his pre-bankruptcy priority tax obligations will be required to be paid with 60 months of the filing of his case. In any liquidation of his assets, his pre-bankruptcy priority tax obligations would be required to be paid before any payments could be made to his general unsecured creditors. In order to facilitate Mr. DiNardo's efforts to reorganize, to the extent that there are sufficient funds available, the DiNardo Law Firm is also proposed to be authorized to distribute sufficient cash collateral to Mr. DiNardo to enable him to begin making payments of his prepetition priority tax obligations, prior to confirmation of a Chapter 11 Plan, as his cash flow permits, with such payments to be authorized by the Court, but not required to be made on a predetermined schedule. Prior to the Filings, the Debtors were involved in several lawsuits. Those litigation matters prompted the Filings. As of the Filing of his case, Mr. DiNardo held approximately $5,644 in his prepetition bank accounts. He also held a Manulife investment account totaling approximately $35,000. Mr. DiNardo's Schedule A/B lists contingent or potential amounts due to him, including his status as a Preferred Equity Class B and C shareholder of Blue Ocean Partners LLC, contingent payments from Levin, Rojas, Camassar, and Reck, LLC, and a lawsuit against his nephew, Joseph E. DiNardo. These are his only assets as cash collateral under 11 U.S.C. Section 363. As of its Chapter 11 filing, the DiNardo Firm held approximately $45,500 in bank accounts. The DiNardo Firm's assets also include a number of contingent rights to be paid for cash advances which it has made in connection with the funding of personal injury litigation, as well as loans which it has made to D&D Funding, LLC and D&D Funding II, LLC; entities in which Mr. DiNardo holds equity investments, as well as certain fees due from Weitz & Luxemberg relating to more than 5,000 asbestos cases. The Debtors also ask that the Court authorize that adequate protection to be provided to the Secured Creditors at this time in the form of rollover replacement liens. The Debtors were not being required by the Secured Creditors to make payments prior to the Filings. The Debtors are not proposing that any adequate protection payments be made to the Secured Creditors at this time, without prejudice to the rights of the Secured Creditors to seek to modify such adequate protection terms in the future. A copy of the motion is available at https://urlcurt.com/u?l=jrQAqH from PacerMonitor.com. About DiNardo Law Firm, P.C. DiNardo Law Firm, P.C. provides legal services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.Y. Case No. 23-10865) on September 8, 2023. In the petition signed by Joseph DiNardo, sole shareholder, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Daniel F. Brown, Esq., at Lippes Mathias LLP, represents the Debtor as legal counsel. DIVERSIFIED HEALTHCARE: Moody's Cuts CFR to Ca & Unsec. Notes to C ------------------------------------------------------------------ Moody's Investors Service downgraded Diversified Healthcare Trust's ("DHC") ratings. These include the Corporate Family Rating to Ca from Caa3, its senior unsecured guaranteed notes to Ca from Caa3, and its senior unsecured notes to C from Ca. The rating outlook is stable. Previously, the ratings were on review for upgrade. Moody's did not take action on the REIT's Speculative Grade Liquidity (SGL) Rating, which remains at SGL-4, indicating weak liquidity. This concludes the review initiated on April 13, 2023. The actions follow the announcement that DHC and Office Properties Income Trust, an affiliate REIT with whom DHC shares an external manager, have mutually decided to terminate their merger agreement. Moody's believes that DHC now has limited options as it seeks to refinance $700 million of debt that comes due in early 2024. The ratings downgrades reflect DHC's weak liquidity, Moody's view that its capital structure is unsustainable, and that the probability of a major financial restructuring is high. This could include a bankruptcy, or transactions which Moody's would view as a distressed exchange, and hence a default. In the event of a restructuring, Moody's expects that the recovery rates for the REIT's unsecured debt will be low given the mixed quality of the unencumbered asset pool. Governance risk factors are material to the rating actions, specifically Moody's cites financial strategy, management credibility and track record as key credit concerns given the REIT's high financial leverage and pattern of poor operating performance. Downgrades: Issuer: Diversified Healthcare Trust Corporate Family Rating, Downgraded to Ca from Caa3 Senior Unsecured Regular Bond/Debenture, Downgraded to C from Ca Backed Senior Unsecured Regular Bond/Debenture, Downgraded to Ca from Caa3 Outlook Actions: Issuer: Diversified Healthcare Trust Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Ca CFR reflects DHC's weak liquidity and the high likelihood that it executes some type of restructuring in advance of upcoming debt maturities. As of second quarter 2023, DHC's liquidity consisted only of $360 million cash. The REIT has fully drawn its secured $450 million bank revolver, which will need to be repaid when the revolver expires in January 2024. Following the revolver, DHC has $250 million of bonds that mature in May 2024. Given this schedule, Moody's believes that it is unlikely that its bank lenders will agree to extend their commitments past the May 2024 bond maturity. For this reason, Moody's expect that DHC will be forced to refinance a material portion of its capital structure sometime over the next six months. Given the company's very high financial leverage and weak operating performance, this will be very difficult. In the event of a financial restructuring, Moody's expects that DHC's recovery rates for its unsecured debt will be low. The REIT's unencumbered asset pool consists of senior housing operating assets, triple-net lease assets, and medical office and life science buildings that have a cumulative gross book value greater than $5.5 billion. The market value of these assets, however, is likely substantially lower due to their poor overall operating performance and tight financial market conditions. The Ca rating on the REIT's guaranteed senior unsecured notes is rated one notch higher than the C rating on its senior unsecured notes because they benefit from priority of claim on subsidiaries with unencumbered assets. The stable outlook reflects Moody's view that the default probability is high and is appropriately captured at the current rating level. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if for whatever reason the probability of default increases or if the prospects for recovery further decline. Although unlikely in the near term, a material improvement in DHC's liquidity would be needed to support an upgrade. Additionally, the REIT would need an improvement in its operating performance to support an upgrade. Diversifed Healthcare Trust is a real estate investment trust, which owns senior living communities, medical office and life science buildings and wellness centers throughout the United States. DHC is managed by the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), an alternative asset management company that is headquartered in Newton, MA. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. DODGE CONSTRUCTION: $130MM Bank Debt Trades at 29% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Dodge Construction Network LLC is a borrower were trading in the secondary market around 71.2 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $130 million facility is a Term loan that is scheduled to mature on February 23, 2030. The amount is fully drawn and outstanding. Dodge Construction Network LLC provides software solutions. The Company offers analytics and software-based workflow integration solutions for the construction industry. Dodge Construction Network serves customers in the United States. DURANGO RV: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ Durango RV Rental, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay for monthly overhead expenses, payroll and costs of goods sold. The Debtor maintained cash funds of $31,410 within three Vectra Bank accounts, and $918 in two PNC bank accounts. Total inventory is valued at $967,403. As of July 31, 2023, debtor had assets of $2 million and liabilities of $2.372 million. The creditor with validly perfected security interests against the cash collateral are Region 9 Economic Development District of SW Colorado, Inc., Backlot Cars, Northpoint Commercial Finance, Small Business Administration, and Zions Bancorporation/Vectra Bank. The Debtor will adequately protect against the diminution in the value of creditor's security interest, as consideration for immediate and future use of cash collateral, by and through as follows: a. Grant a replacement lien and security interest against the Debtor's post-petition assets with the same priority and validity of the existing UCC lienors' pre-petition security interest to the extent of the Debtor's post-petition use of the proceeds of the cash collateral; b. Comply with spending and operational controls including, but not limited to, maintaining adequate insurance coverage on personal property and expend cash collateral solely for ordinary business expenses; and c. Use cash collateral in accordance with the Operating Projection. A cop of the motion is available at https://urlcurt.com/u?l=Rpgf14 from PacerMonitor.com. About Durango RV Rental, Inc. Durango RV Rental, Inc. is a provider of RV Motorhomes and travel trailer rental services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bakr. D. Colo. Case No. 23-14083) on September 11, 2023. In the petition signed by Eleanore Radoslovich, CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor as legal counsel. DW MARCY: October 20 Public Sale Auction Set -------------------------------------------- Jones Lang LaSalle Americas Inc., on behalf of 426 Marcy Lender LLC ("secured party"), offers for sale at public auction on Oct. 20, 2023, at 10:00 a.m. (New York City Time), in person in the offices of Pryor Cashman LLP, 7 Times Square, 40th Floor, New York, New York, and via zoom or a similar video conferencing program selected by secured party, in connection with a Uniform Commercial Code sale of collateral pledged to secured party by DW Marcy LLC ("Debtor"), the collateral described in that certain credit and security agreement dated as of May 31, 2019, and having been pledged by the Debtor to secured a loan in the original principal amount of $15,000,000 and the that includes all of the Debtor's right, title, and interest in and to an underlying loan in the original aggregate principal amount of up to $25,000,000 ("underlying loan") made by the Debtor to 425 Marcy Avenue LLC ("underlying borrower"). The underlying loan is non-performing and is secured in the part by real property owned by the underlying borrower and that is located at 415-425 Marcy Avenue, Brooklyn, New York (Block 2245, Lots 1 and 5). The auction will not include the equity in the Debtor, the equity in the underlying borrower or the mortgage property itself. All bids must be for cash, and the successful bidder must be prepared to comply with the bidding requirements. Further information concerning the bidding requirements, the collateral and the applicable terms of and conditions of sale can be found at https://www.425marcyuccsale.com/. Jones Lang LaSalle can be reached at: Brett Rosenberg Jones Lang LaSalle Americas Inc. Tel: 212-812-5926 Email: Brett.Roseberg@jll.com EAGLE MECHANICAL: Exclusivity Period Extended to November 27 ------------------------------------------------------------ Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana extended Eagle Mechanical Inc.'s exclusivity period to file a Chapter 11 plan to November 27, 2023. About Eagle Mechanical Inc. Eagle Mechanical Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 22-00291) on January 27, 2023. In the petition signed by Rogelio Mancilla Jr., chief executive officer, the Debtor disclosed $7,751,209 in assets and $9,136,761 in liabilities. Judge James M. Carr oversees the case. Weston E. Overturf, Esq., at Kroger Gardis & Regas, LLP, is the Debtor's legal counsel. EAGLE PROPERTIES: Exclusivity Period Extended to February 6 ----------------------------------------------------------- Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia extended Eagle Properties and Investments, LLC's period of exclusivity to file and solicit acceptances to a plan of reorganization to February 6, 2024 and April 6, 2024, respectively. Eagle Properties and Investments, LLC is represented by: Nancy D. Greene, Esq. THE LAW OFFICES OF SRIS, PC 4008 Williamsburg Court Fairfax, VA 22032 Tel: (703) 539-0333 Email: ndg@ndglaw.com About Eagle Properties and Investments Eagle Properties and Investments, LLC, is a Vienna Va.-based company engaged in leasing real estate properties. It owns 26 properties valued at $9.37 million. Eagle Properties and Investments filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10566) on April 6, 2023, with $9,429,800 in total assets and $14,716,136 in liabilities. Amit Jain, manager, signed the petition. The Debtor tapped the Law Offices of Sris, P.C. and N D Greene, PC. as bankruptcy counsels; Whiteford, Taylor & Preston, LLP as special counsel; and SC&H Group, Inc. as financial advisor and accountant. ENCINO TOWERS: Court OKs Deal on Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized Encino Towers LLC to use cash collateral in accordance with its agreement with Sunwest Bank. The Debtor owns an office building in Encino, CA. The Secured Lender recorded two deeds of trust to encumber the property. The first note was a promissory note in the original principal amount of $6.869 million from the Debtor to the Secured Lender. The second note was a promissory note in the original principal amount of $5 million from the Debtor to the Secured Lender. Under the Deeds of Trust, all of the Debtor's right, title, and interest in all rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property and all products and proceeds thereof, are encumbered by first and second priority security interests in favor of Secured Lender and, as such, constitute "cash collateral" of Secured Lender as defined in 11 U.S.C. Section 363(a) of the Bankruptcy Code. The Debtor believes that, apart from the Secured Lender, no other creditor holds a lien or security interest in the cash collateral. The Debtor represents: (a) as of the Petition Date, the Debtor had $20,023 from Rent, which constitutes the cash collateral of the Secured Lender; (b) from July 10 to July 31, 2023, the Debtor spent $3,166 of PrePetition Cash Collateral to pay post-petition business expenses, leaving $16,857 in Pre-Petition Cash Collateral; and (c) from the Petition Date to August 23, 2023, the Debtor collected $54,504 in Rent, which constitutes the Cash Collateral of the Secured Lender. As of August 23, 2023, the Remaining Pre-Petition Cash Collateral and Pre-Motion Cash Collateral total $71,361 is currently on deposit with Axios Bank, Account No. ending 6750 and constitutes the Secured Lender's cash collateral. Secured Lender retroactively consents to the Debtor's expenditure of $3,166 of Pre-Petition cash collateral before July 31, 2023. The parties agree that the Debtor will be authorized to use the Secured Lender's cash collateral collected and received after the petition date, through and including the earlier of (i) October 31, 2023 at 5 p.m., or (ii) the occurrence of an Event of Default, subject to the terms and conditions set forth in the Stipulation. During the Interim Period, the Debtor will be authorized to use cash collateral solely to pay the specific expenses set forth in the Budget, with a 10% variance. The Debtor represents that as of August 8, 2023, it obtained a commercial general liability insurance policy from Bayshield Insurance covering the Property with the policy limits outlined in the Certificate of Liability Insurance. The Debtor will provide the Secured Lender with, and the Secured Lender will have the benefit of, the following adequate protection: A. Replacement Liens. Secured Creditor will receive a replacement lien on all postpetition Rents of the Debtor, now existing and hereafter acquired, generated or created tangible and intangible assets and personal property. B. Adequate Protection Payments. The Debtor will deliver an adequate protection payment of $40,340 to the Secured Lender on the following dates: August 31, 2023; September 29, 2023; and October 31, 2023. C. Superpriority Claim. The Secured Lender is granted a superpriority claim as provided in Section 507(b) of the Bankruptcy Code to the extent of any diminution in the value of the Secured Lender's interests in the cash collateral. The Secured Lender will be permitted to assert a claim under Section 507 of the Bankruptcy Code against the Debtor and the Debtor's estate having priority over all administrative expenses of any kind. These events constitute an "Event of Default": (i) the Debtor makes any payment of an expense that is not authorized for payment under the Budget or by the Secured Lender in writing, (ii) the total sum of such payment(s) of any authorized expense in the Budget exceeds the authorized amount for said expense by 10% or more, as determined on a cumulative, carry-forward basis, unless waived by the Secured Lender in writing; (iii) the Debtor fails to comply with or perform any term or condition set forth in the order approving the Stipulation; (iv) the Interim Order or any portion thereof is vacated or reversed (v) the Debtor discontinues or ceases to operate its business or is ordered to discontinue its business; (vi) the Debtor files a motion to voluntarily convert the case to a case under Chapter 7 of the Bankruptcy Code or the Debtor's Chapter 11 case is converted to a case under Chapter 7 of the Bankruptcy Code pursuant to an order entered by the Court; (vii) the Debtor fails to pay the Secured Lender the Adequate Protection Payment when due; or (viii) any trustee is appointed for the Debtor or to operate the Debtor's business. A copy of the order is available at https://urlcurt.com/u?l=w0wAAq from PacerMonitor.com. About Encino Towers LLC Encino Towers LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-10965) on July 10, 2023. In the petition signed by Kaysan Ghasseminejad, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Matthew D. Resnik, Esq., at RHM Law, LLP, represents the Debtor as legal counsel. ENERGYSOLUTIONS LLC: Moody's Rates New Senior Secured Loans 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to EnergySolutions, LLC's proposed senior secured credit facilities, including the amended and extended $150 million 5-year revolving credit facility and new $640 million 7-year term loan B. All other ratings for EnergySolutions are currently unaffected, including the B2 corporate family rating and B2-PD probability of default rating. The outlook remains stable. Proceeds from the new issuances are primarily expected to repay the balance on the existing term loan of about $546 million, reduce the revolver's drawn amount to $40 million (from $55 million), and fund the company's $60 million acquisition of Williams Industrial Services Group ("Williams"). EnergySolutions will acquire Williams' assets aside from its water-related businesses, following Williams' recent bankruptcy filing. The net increase in debt is credit negative as it will increase EnergySolutions' adjusted debt-to-LTM EBITDA, which Moody's estimates at approximately 4.6x at June 30, 2023. However, Moody's expects leverage to improve over the next year, benefiting from the company's sizable, overlapping nuclear deconstruction and decommissioning (D&D) projects. Williams is a provider of infrastructure-related construction and maintenance services to the nuclear, energy and industrial markets, and will expand EnergySolutions nuclear services to include maintenance and construction projects that support extending the life of currently operating nuclear plants. Assignments: Issuer: EnergySolutions, LLC Senior Secured First Lien Term Loan B, Assigned B2 Senior Secured First Lien Revolving Credit Facility, Assigned B2 RATINGS RATIONALE EnergySolutions' ratings reflect its leading position in the nuclear waste disposal industry, unique high-value assets and technical expertise in handling and servicing hazardous waste materials. As a result, the company should capture at least a portion of revenue from future nuclear plant project opportunities and at-risk reactors. At a minimum, there is a high likelihood that incremental Class A radioactive waste will be directed to the company's Clive, Utah landfill though the timing and progress of these projects are difficult to predict. Demand for services is driven by the compliance needs of customers to meet increasingly stringent environmental regulations and is contractual in nature. Offsetting these strengths is the volatility of project work and free cash flow, and the company's modest scale due to reliance on a low-volume, specialty waste industry in secular decline. Recent tax credits for nuclear power could delay some nuclear plant retirements amid concerns around global energy/power supplies with increased geopolitical risks. With the D&D market facing a slowdown, the company is increasing its focus on government contract work and international materials waste management. D&D projects are susceptible to delays or deferrals that increase uncertainty. Exposure to performance risk is considerable, some of which is not under the company's control because of the large size and high visibility of nuclear D&D projects. As a result, maintaining good liquidity is important. The sizable D&D backlog should enable stronger free cash flow over the next 12-24 months. The stable outlook reflects Moody's expectations for steady improvement in credit metrics over the next year, with liquidity expected to strengthen as the company's active D&D projects generate cash flow aided by increasing waste volumes and reduce the company's reliance on its revolving credit facility. Moody's views the company as well-positioned to capitalize on upcoming D&D projects and expects it to maintain at least adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with accelerated growth in margins and free cash flow, enabled by steady activity from D&D project overlaps and an increase in contract wins on upcoming projects, such that debt-to-EBITDA is expected to remain below 4x. Greater stability and diversity in revenue, aided by a combination of multiple D&D projects occurring simultaneously and a sustained increase in operational waste volumes would also be necessary for an upgrade. Additionally, the maintenance of good liquidity, sufficient to offset the potential impacts from project volatility, and a conservative financial policy would be prerequisites for an upgrade. The ratings could be downgraded due to deteriorating liquidity, including weakening free cash flow and/or diminishing revolver availability. The ratings could also be downgraded if Moody's expects deteriorating operating performance, including weaker or sustained erosion of the EBITDA margin and debt-to-EBITDA remaining above 5x. Headline risk, including an extended disruption or a major accident related to radioactive material handling, could also warrant a downgrade. Further, debt funded dividends or acquisitions that weaken the metrics would also drive negative ratings pressure. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. EnergySolutions, LLC provides a broad range of services to the nuclear power industry including transportation, processing and disposal of low-level radioactive waste (LLRW) and clean-up and repair of nuclear sites. With two of the four privately owned or operated disposal sites in the US for LLRW, the company handles 90% of all domestic Class A LLRW disposal volume - the US Government is the only authorized agent for processing and disposing of high-level radioactive waste. Revenue was approximately $577 million for the twelve months ended June 30, 2023. EnergySolutions, LLC is owned and controlled by private equity firm Triartisan Capital Partners, a previous minority shareholder, after the firm purchased the majority stake held by Energy Capital Partners in May 2022. ENVISION HEALTHCARE: Qui Tam Proceeding are Not Discussed in DS --------------------------------------------------------------- J. Doe #1 and J. Doe #2, Relators, filed an objection to Confirmation of the Second Amended Joint Chapter 11 Plan of Reorganization of the EVPS Debtors. Relators are qui tam Plaintiffs in the case captioned United States et al. ex rel. J. Doe No. 1 and J. Doe No. 2, Relators v. Envision Healthcare Corporation, et al., filed under seal on May 24, 2021, in the United States District Court for the Central District of California (the "Qui Tam Proceeding"). In the Qui Tam Proceeding, the United States District Court for the Central District of California has entered an order permitting Relators to disclose to Envision Healthcare Corporation, its creditors, the Bankruptcy Court, and other relevant third-parties, the existence of the Qui Tam Proceeding, any of the allegations of the Complaint, and any subsequently-filed amended Complaint filed in the Qui Tam Proceeding. Relators timely filed proofs of claim in the bankruptcy cases filed by Envision Healthcare Corporation, EmCare LLC, EmCare Holdings, Inc., and Reimbursement Technologies Inc. Relators have timely voted to reject the Plan. Reserving rights, Relators and the Debtors, in a stipulation and agreed order, stipulated and agreed inter alia that the Relators shall have until December 11, 2023, to file a complaint, or take any other action, to determine whether any claim that the Relators may assert against any Debtor is nondischargeable pursuant to section 1141(d)(6) of the Bankruptcy Code. Certain governmental units entered into a virtually identical stipulation and agreed order. Relators claims and the Qui Tam Proceeding are not expressly discussed in the Disclosure Statement or within the Plan. Relators received ballots classifying them within Class 8 of the Plan. The Disclosure Statement estimates that General Unsecured Claims against the EVPS Debtors in the amount of approximately $141.27 million will be Allowed. The Relators claims and governmental unit claims, if any, are not yet liquidated. Relators object to their classification within Class 8 because their claims (and the claims of the governmental units) in the Qui Tam Proceeding are not substantially similar to the other claims or interests classified within Class 8. Accordingly, the Plan does not comply with section 1122(a) as it relates to the Relators and the governmental units in the Qui Tam Proceeding, which hold non-dischargeable claims. Accordingly, the Plan does not comply with section 1129(a)(1). Relators object to the releases and discharge under the Plan provided to third parties, Related Parties, non-debtor Released Parties, including (without limitation) KKR & Co., Inc., KKR Enterprise Aggregator LP, KKR Enterprise Debt Aggregator A LP, and their partners, members, managers, affiliates, parents, and subsidiaries. The Relators expressly opted out of such releases as applied to them in their ballots. To the extent applicable, Relators object to the treatment of their claims (and/or the applicable governmental units in the Qui Tam Proceeding) within Class 8. According to the Plan, the treatment of claims within Class 8 is as follows: Except to the extent that a holder of an Allowed General Unsecured Claim against EVPS Debtors agrees to less favorable treatment of its Allowed Claim, in full and final satisfaction, settlement, release, and discharge and in exchange for each Allowed General Unsecured Claim against EVPS Debtors, on the Effective Date, each holder of an Allowed General Unsecured Claim against the EVPS Debtors shall receive: (a) to the extent holders of Allowed General Unsecured Claims against the EVPS Debtors vote as a class to accept the EVPS Plan, its pro rata share of $1,000,000; or (b) to the extent holders of Allowed General Unsecured Claims against the EVPS Debtors vote as a class to reject the EVPS Plan, no recovery and such Allowed General Unsecured Claim against the EVPS Debtors shall be cancelled, released, and extinguished without any distribution. To the extent applicable to Relators (and/or the applicable governmental units in the Qui Tam Proceeding), this proposed treatment is not appropriate, fair, or equitable. Under the Plan, general unsecured creditors are receiving their pro rata share of $1 million (if the class votes in favor of the EVPS Plan). Accordingly, under the Plan, all but $1 million of the distributable value of the Debtors is going to the secured lenders. Thus, if there exists more than $1-million of unencumbered assets (or more than $0 if Class 8 votes to reject the Plan), the EVPS secured lenders are receiving more than the value of their secured claims, and Class 8 cannot be crammed down because the Plan violates the absolute priority rule as codified by section 1129(b)(2)(B) of the Bankruptcy Code. The Relators object to the inclusion of any deficiency claim on behalf of the EVPS First-Out Term Loan Claim or EVPS Second-Out Term Loan Claim within Class 8, if such classification was motivated to secure the vote of an impaired, assenting class of claims. In the Plan, the Debtors propose to release a variety of known and unknown claims against the "Released Parties." No information has been provided about any consideration provided from any of the potentially hundreds of Released Parties. This is unacceptable and does not meet the applicable standards within the Fifth Circuit. Attorney for J. Doe #1 and J. Doe #2, Relators: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 901 S Mopac Expy. Bldg. 1 Ste. 300 Austin, TX 78746 Tel.: (512) 627-3512 Fax: (512) 597-0767 E-mail: kell.mercer@mercer-law-pc.com About Envision Healthcare Corporation Envision Healthcare Corporation -- http://www.EnvisionHealth.com/ -- is a national medical group that delivers physician and advanced practice provider services, primarily in the areas of emergency and hospitalist medicine, anesthesiology, radiology, teleradiology and neonatology. As a leader in ambulatory surgical care, AMSURG holds ownership in more than 250 surgery centers in 41 states and the District of Columbia, with medical specialties ranging from gastroenterology to ophthalmology and orthopedics. In total, the medical group offers a differentiated suite of clinical solutions on a national scale with a local understanding of communities, creating value for health systems, payers, providers and patients. On May 15, 2023, Envision and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90342). Envision reported $1 billion to $10 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Jackson Walker, LLP as conflict counsel and co-counsel with Kirkland & Ellis; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners, LP as investment banker; and KPMG, LLP as tax consultant. Kroll Restructuring Administration, 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 Debtors' Chapter 11 cases. The committee tapped White & Case, LLP, as legal counsel and Force Ten Partners, LLC as financial advisor. ENVISTACOM LLC: Unsecureds Owed $30.5M to Get 15%-35% of Claims --------------------------------------------------------------- Envistacom, LLC, submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Amended Plan constitutes a liquidating chapter 11 plan for the Debtor. Except as otherwise provided by Order of the Court, Distributions will occur on the Effective Date or as soon thereafter as is practicable. The Amended Plan provides that, upon the Effective Date, the Liquidating Trust Assets will be transferred to the Liquidating Trust and the Debtor will be dissolved under applicable law as soon as practicable. The Liquidating Trust Assets will be administered and distributed as soon as practicable pursuant to the terms of the Amended Plan and the Liquidating Trust Agreement. Under the Plan, Class 4 General Unsecured Claims total $30,500,000.00 and will recover 15.07% - 35.35%. Each Holder of an Allowed General Unsecured Claim shall receive, on account of and in exchange for such Allowed General Unsecured Claim, its Pro Rata share of the Liquidating Trust Interests, or such other less favorable treatment as to which the Debtor or Liquidating Trust, as applicable and the Holder of such Allowed General Unsecured Claim shall have agreed upon in writing. Class 4 is impaired. "Liquidating Trust" means the trust established on the Effective Date that, among other things, shall effectuate the wind down of the Liquidating Debtor and make Distributions in accordance with the terms hereof and the Liquidating Trust Agreement. With respect to any action required or permitted to be taken by the Liquidating Trust, the term includes the Liquidating Trustee or any other Person or Entity authorized to take such action in accordance with the Liquidating Trust Agreement. "Liquidating Trust Agreement" means the agreement establishing the Liquidating Trust in conformity with the provisions of the Amended Plan, which shall be acceptable to the Committee, approved in the Confirmation Order, and entered into by the Debtor, on behalf of the Liquidating Trust Beneficiaries, and the Liquidating Trustee on the Effective Date pursuant to the terms of the Amended Plan. A copy of the Liquidating Trust Agreement shall be Filed with the Plan Supplement. "Liquidating Trust Interests" means the uncertificated beneficial interests in the Liquidating Trust representing the right of Holders of Allowed General Unsecured Claims to receive Distributions from the Liquidating Trust in accordance with the Amended Plan and the Liquidating Trust Agreement. The Debtor's Cash on hand and the Liquidating Trust Assets shall be used to fund the distributions to Holders of Allowed Claims against the Debtor in accordance with the treatment of such Claims provided pursuant to the Amended Plan and subject to the terms provided herein. "Liquidating Trust Assets" means, collectively, (a) the Debtor's Cash on the Effective Date; (b) the Debtor's accounts receivable existing as of the Effective Date; (c) the Liquidating Trust Claims; (d) the Government Claim; (e) the ATG Payment; (f) the Carsons Cash Payment; (g) the Carsons Backstop Payment (if any); and (h) all other remaining assets of the Debtor existing as of the Effective Date; provided, however, that, except as otherwise provided herein, the Liquidating Trust Assets shall not include Cash required to fund the Administrative Expense Claims Reserve and the Professional Fee Reserve. Counsel for the Debtor: Daniel M. Simon, Esq. MCDERMOTT WILL & EMERY LLP 1180 Peachtree St. NE, Suite 3350 Atlanta, GA 30309 Telephone: (404) 260-8535 Facsimile: (404) 393-5260 Email: dsimon@mwe.com - and - Emily C. Keil, Esq. 444 West Lake Street, Suite 4000 Chicago, IL 60606 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 E-mail: ekeil@mwe.com A copy of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated September 6, 2023, is available at https://tinyurl.ph/dpehH from PacerMonitor.com. About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. ESCO LTD: Creditors to Get Proceeds From Liquidation ---------------------------------------------------- ESCO, Ltd., filed with the U.S. Bankruptcy Court for the District of Maryland a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated September 11, 2023. Headquartered in Baltimore, ESCO was formed in 1949 as Eileen Shoes. As of the Petition Date, the Company was an urban-inspired footwear, apparel, and accessories retailer offering men's, women's, and children's products from consumer brands such as Nike, Adidas, and Puma. The Plan, if Confirmed, will establish the Liquidating Trust, by and through which the Liquidating Trustee will marshal the Assets of the Estate, review and object to the Claims, analyze and litigate Causes of Action, and make Distributions to Holders of Allowed Claims. As a result of the poor financial performance, the Debtor was not in compliance with certain covenants under the Pre-Petition Credit Agreement, which constituted events of default under the PrePetition Credit Facility and led the Debtor and Pre-Petition Lender to enter into a series of forbearance agreements whereby the Pre-Petition Lender agreed to forbear from exercising any rights and remedies under the Pre-Petition Credit Facility, but also imposed certain restrictions per the terms of the Pre Petition Credit Agreement that further reduced liquidity. As a direct result of these liquidity constraints, certain vendors would only ship product to the Debtor on a cash in advance basis, which further stressed the Debtor's liquidity position. Finally, the Debtor's top shoe vendor, terminated its contract with the Debtor in early March 2023. Without new product on the shelves, the Debtor was left with no viable options to save the business. Accordingly, the Debtor, in consultation with the Pre-Petition Lender, agreed that the best path forward was to commence this Chapter 11 Case, conduct store closing sales at all 39 retail locations and liquidate substantially all of its assets for the benefit of all creditor constituencies. The Debtor estimates that it has approximately $16 million of outstanding unsecured debt, which is comprised mostly of trade debt due to vendors. For the avoidance of doubt, the unsecured debt was not deemed satisfied pursuant to the Final DIP Order and remains outstanding. Shortly after the Petition Date, the Debtor, with the assistance of the Store Closing Consultant, commenced going out of business, store closing, everything must go, and similarly themed sales of the Debtor's assets and inventory at all 39 retail locations pursuant to the Bankruptcy Court's interim, and then final approval of its proposed store closing procedures. As a result of these sales, the Debtor increased the value of its Estate by approximately $11,500,000.00. Class 2 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive a Liquidating Trust Interest, which shall entitle each Holder thereof to its pro rata share of Liquidating Trust Assets after satisfaction in full of all Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Liquidating Trust Expenses. Claims in Class 2 are Impaired and Holders are entitled to vote to accept or reject the Combined Disclosure Statement and Plan. Class 3 consists of Equity Interests. The Interests in Class 3 are Impaired. Holders of Class 3 Interests shall not receive or retain any property or interest in property on account of such Interests, such Interests shall be cancelled, extinguished, and discharged upon the Effective Date of the Plan, and the Holders of Class 3 Interests shall take nothing under the Plan. From and after the Effective Date, the Debtor for all purposes shall be deemed to have dissolved and withdrawn its business operations from any state or country in which it was previously conducting, or is registered or licensed to conduct, its business operations, and shall not be required to File any document, pay any sum or take any other action, in order to effectuate such dissolution and withdrawal, provided, however, the Debtor, with the consent of the Liquidating Trustee, may elect to delay the dissolution of the Debtor beyond the Effective Date, if they determine such delay is in the best interest of the Liquidating Trust and the Liquidating Trust Beneficiaries. In the event that the dissolution of the Debtor is delayed beyond the Effective Date, the Liquidating Trustee shall dissolve such Debtor as soon as reasonably practical. On the Effective Date, the Debtor shall irrevocably transfer and shall be deemed to have irrevocably transferred, all right, title, and interest in and to the Liquidating Trust Assets to the Liquidating Trust, which Liquidating Trust Assets shall automatically vest in the Liquidating Trust free and clear of all Claims, liens, charges, other encumbrances, or Interests, except for the obligations under this Plan. On and after the Effective Date, the Liquidating Trust, acting by and through the Liquidating Trustee, may use, acquire, and dispose of Assets and compromise or settle any Claims or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions imposed by the Plan or the Confirmation Order. A full-text copy of the Combined Disclosure Statement and Plan dated September 11, 2023 is available at https://urlcurt.com/u?l=hS81mZ from Stretto, Inc., claims and noticing agent. Counsel to the Debtor: Christopher A. Ward, Esq. Polsinelli PC 222 Delaware Ave., Suite 1101 Wilmington, DE 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 Email: cward@polsinelli.com About ESCO Ltd. ESCO, Ltd., a retailer of apparel and footwear in Gwynn Oak, Md., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on March 31, 2023. In the petition signed by its chief restructuring officer, Stanley W. Mastil, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Polsinelli PC as bankruptcy counsel and Gavin/Solmonese, LLC as restructuring advisor. Mr. Mastil of Gavin/Solmonese serves as the Debtor's chief restructuring officer. Stretto, Inc. is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Kelley Drye & Warren LLP, Cole Schotz P.C., and Berkeley Research Group LLC serve as bankruptcy counsel, local counsel and financial advisor, respectively. ETC SUNOCO: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on August 17, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by ETC Sunoco Holdings LLC. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Philadelphia, Pennsylvania, ETC Sunoco Holdings LLC distributes gasoline products. EVENT PROMOTION: Mark Dennis Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for Event Promotion Supply, Inc. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About Event Promotion Supply Event Promotion Supply, Inc., doing business as EPS-Doublet, is a large format printing company in Aurora, Colo. It can create a custom trade show booth design and fabricate, install, and even manage a show. Event Promotion Supply filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-13911) on Aug. 30, 2023, with $1 million to $10 million in both assets and liabilities. Jon Leasia, secretary, signed the petition. Judge Michael E. Romero oversees the case. Annette Jarvis, Esq., at Greenberg Traurig, LLP, represents the Debtor as legal counsel. EXPRESS ELECTRIC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Express Electric Supply, LLC 11535 W. 183rd Place, Unit 108 Orland Park, IL 60467 Business Description: Express Electric is a supplier of electrical supplies to the construction and building trades. Chapter 11 Petition Date: September 17, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-12317 Judge: Hon. Donald R. Cassling Debtor's Counsel: Ariel Weissberg, Esq. WEISBERG AND ASSOCIATES, LTD. 125 South Wacker Drive Suite 300 Chicago, IL 60606 Tel: 312-663-0004 Fax: 312-663-1514 Email: ariel@weissberglaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rodney J. Thompson as manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MWLN22Q/Express_Electric_Supply_LLC__ilnbke-23-12317__0001.0.pdf?mcid=tGE4TAMA EYECARE PARTNERS: $750MM Bank Debt Trades at 25% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 75.5 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $750 million facility is a Term loan that is scheduled to mature on February 20, 2027. The amount is fully drawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FARRAND STREET: Case Summary & Four Unsecured Creditors ------------------------------------------------------- Debtor: Farrand Street Associates, LLC 46-50 Farrand Street Bloomfield, NJ 07003 Business Description: Farrand St. owns a 75,000 square foot storage facility located at 46-50 Farrand Street, Bloomfield, New Jersey valued at $15.68 million. The Facility is occupied by Solid State Inc. - paying $34,500 a month in rent. The Lease commences on Jan. 1, 2024 and ends Dec. 31, 2024. Chapter 11 Petition Date: August 18, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-17163 Judge: Hon. John K. Sherwood Debtor's Counsel: Stephen B. McNally, Esq. MCNALLYLAW, LLC 93 Main Street Suite 201 Newton, NJ 07860 Tel: 973-300-4260 Fax: 973-300-4264 Email: steve@mcnallylawllc.com Total Assets: $15,685,000 Total Liabilities: $9,962,790 The petition was signed by Michael Kaufman as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WAMAMFI/Farrand_St_Associates_LLC__njbke-23-17163__0011.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/YRM4XWQ/Farrand_St_Associates_LLC__njbke-23-17163__0013.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Dalessio Logistics $68,634 1041 N. DuPont Highway #1638 Dover, DE 19901 2. Internal Revenue Service $1,000 PO Box 7346 Philadelphia, PA 19101-7346 3. State of New Jersey $1,000 Division of Taxation 50 Barrack Street, 9th Floor PO Box 245 Trenton, NJ 08646 4. TC Development $92,156 1001 Respire Drive Union, NJ 0708 FEDNAT HOLDING: Seeks to Extend Exclusive Solicitation to Nov 6 --------------------------------------------------------------- FedNat Holding Co. and its affiliates ask the U.S. Bankruptcy Court of the Southern District of Florida to further extend the period during which they have the exclusive right to solicit acceptances of the Plan to November 6, 2023. The Debtors pointed out that their Chapter 11 cases consist of five jointly-administered cases for debtors that operate in a highly-regulated insurance industry. The Debtors also stated that additional levels of complexities have been added to the Debtors' operations by virtue of Debtor FedNat Holding Company's non-bankrupt wholly-owned subsidiary, FedNat Insurance Company, being in receivership with Florida Department of Financial Services. Further, the Debtors stated that certain of their licensed software and computer systems are entangled with its former wholly-owned subsidiary, Monarch National Insurance Company, which has created significant issues related to sharing and the process of detangling those software and computer systems. The Debtors claim, however, that they have sold significant assets and are moving toward the winddown of their affairs. The Debtors have also filed the Plan. In addition, the Debtors explained that approval of the Hale Settlement removes a large obstacle to confirmation and that rather than a lengthy and contentious confirmation process, the Hale Related Parties have agreed to support the Plan (as amended consistent with the Hale Settlement). The Debtors asserted these facts support a further extension of the exclusive solicitation period. This is the Debtors' second request for extension. The Court had previously extended the Debtors' exclusive plan period to July 9, 2023 and exlusive solicitation period to September 7, 2023. FedNat Holding Co. and its affiliates are represented by: Shane G. Ramsey, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 100 S.E. 3rd Avenue, Suite 2700 Ft. Lauderdale, FL 33394 Tel: (954) 764-7060 Email: shane.ramsey@nelsonmullins.com - and - John T. Baxter, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 150 Fourth Avenue, North, Suite 1100 Nashville, TN 37219 Tel: (615) 664-5300 Email: john.baxter@nelsonmullins.com - and - B. Keith Poston, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 1320 Main Street, 17th Floor Post Office Box 11070 (29211-1070) Columbia, SC 29201 Tel: (803) 799-2000 Email: keith.poston@nelsonmullins.com About Fednat Holding Company FedNat Holding Co. -- https://www.fednat.com -- is a regional insurance holding company in Sunrise, Fla., which controls substantially all aspects of the insurance underwriting, distribution and claims processes through subsidiaries and contractual relationships with independent and general agents. It is not an insurance carrier and does not issue insurance policies. Rather, FedNat provides agency, underwriting and policy holder services to its insurance carrier clients. Its business is comprised of two primary components: underwriting and claims processing. FedNat and its affiliates filed petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-19451) on Dec. 11, 2022. In the petition filed by its manager, Mark Allen, FedNat reported assets between $10 million and $50 million and liabilities between $100 million and $500 million. Judge Peter D. Russin oversees the cases. The Debtors tapped Shane G. Ramsey, Esq., at Nelson Mullins Riley & Scarborough, LLP as legal counsel and Aprio, LLP as tax preparer. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Pachulski Stang Ziehl & Jones, LLP as lead bankruptcy counsel; Bast Amron, LLP as local counsel; and AlixPartners, LLP as financial advisor. FMC TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on August 14, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by FMC Technologies, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, FMC Technologies, Inc. provides oilfield services and equipment. FORT WAYNE COLD: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: Fort Wayne Cold Storage, LLC 7235 Vicksburg Avenue Fort Wayne, IN 46804 Business Description: The Debtor owns cold storage warehouses. Chapter 11 Petition Date: August 8, 2023 Court: United States Bankruptcy Court Northern District of Indiana Case No.: 23-11010 Judge: Hon. Robert E. Grant Debtor's Counsel: Scot T. Skekloff, Esq. HALLERCOLVIN PC 444 East Main Street Fort Wayne, IN 46802 Tel: (260) 426-0444 Fax: (260) 422-0274 Email: sskekloff@hallercolvin.com Debtor's Accountant: Michael A. Steyer STEYER & COMPANY CPAs Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Scott Olson as president. 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/XJG3DWA/Fort_Wayne_Cold_Storage_LLC__innbke-23-11010__0001.0.pdf?mcid=tGE4TAMA FRANCOS TRUCKING: Daniel Behles Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 14 appointed Daniel Behles, Esq., at Askew & White, LLC as Subchapter V trustee for Francos Trucking, LLC. Mr. Behles will be paid an hourly fee of $300 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Behles declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Daniel Behles, Esq. Askew & White LLC 1122 Central Avenue, Suite 1 Albuquerque, NM 87102 (505) 433-3097 Email: dbehles@askewwhite.com About Francos Trucking Francos Trucking, LLC operates in the transportation industry. The company is based in Carlsbad, N.M. Francos Trucking filed Chapter 11 petition (Bankr. D.N.M. Case No. 23-10747) on Aug. 31, 2023, with $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Robert L. Franco, II, owner, signed the petition. Judge David T. Thuma oversees the case. Christopher M. Gatton, Esq., at Giddens & Gatton Law, P.C. represents the Debtor as bankruptcy counsel. FREEDOM MORTGAGE: Fitch Gives B+(EXP) Rating on $600MM Unsec. Notes ------------------------------------------------------------------- Fitch Ratings expects to assign a 'B+(EXP)' rating to Freedom Mortgage Corporation's (Freedom) proposed issuance of $600 million of senior unsecured notes due 2028. Fitch does not anticipate a material impact to the company's funding and leverage profile, as proceeds from the issuance, in combination with cash on hand, will be used to redeem Freedom's existing 2024 and 2025 senior notes. KEY RATING DRIVERS The expected rating is equalized with the ratings assigned to Freedom's existing senior unsecured debt, as the new notes will rank equally in the capital structure. The senior unsecured debt rating is one-notch below Freedom's Long-Term Issuer Default Rating (IDR; BB-/Negative), given the subordination to senior secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. Following the closing of this transaction, after the existing 2024 and 2025 senior notes are repaid (Freedom assumed a redemption date of Oct. 13, 2023), the company plans to effect a change to its organizational structure. All of Freedom's equity interests will be transferred to a new holding company Freedom Mortgage Holdings LLC (Freedom Holdings; not rated). Freedom Holdings will succeed Freedom as the Issuer of all of the senior notes, and the notes will benefit from an unconditional guarantee provided by Freedom on a senior unsecured basis. Freedom's ratings are supported by its historical track record through various cycles, which enhanced its franchise within the U.S. residential mortgage space, its dominant position within the government lending channel, experienced senior management team and a sufficiently robust and integrated technology platform. Fitch views Freedom's multichannel approach favorably and believes its servicing retained business model with high recapture rates may serve as a natural hedge, although not a full offset, to the cyclicality of the mortgage origination business. Ratings are constrained by Freedom's elevated exposure to Ginnie Mae loans with higher advancing needs and potentially higher regulatory scrutiny, and elevated key person risk related to its founder and Chief Executive Officer, Stanley Middleman, who sets the tone, vision and strategy for the company. Fitch revised the Rating Outlook to Negative on Freedom's Long-Term IDR in October 2022, reflecting Fitch's expectation that corporate leverage (corporate debt to tangible equity) would remain elevated, given expected earnings weakness, driven by continued declines in mortgage origination volume, and the use of corporate debt to fund acquisitions of MSR associated with $29 billion of unpaid principal balances (UPB) during 1H23. At 2Q23, Freedom's corporate leverage was 1.5x, down from 1.7x reported in 3Q22, given an increase in tangible equity, as the company improved cost efficiencies and operating leverage over the last several quarters. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Negative rating action could be driven by an inability to reduce corporate debt to tangible equity leverage below 1.5x over the Outlook horizon, an inability to refinance secured funding facilities, insufficient liquidity to manage servicer advances or to meet margin call requirements, lack of appropriate staffing and resource levels relative to growth in the servicing portfolio, and a sustained increase in gross debt to tangible equity above 5.0x. Should regulatory scrutiny of the company or industry increase meaningfully, or if Freedom incurred substantial fines that negatively affect its franchise or operating performance, it could also drive negative rating momentum. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch believes the Negative Outlook could be revised to Stable if Freedom successfully executes on its plan to improve profitability through a right-sizing of the cost structure, which results in a reduction in corporate debt to tangible equity below 1.5x. Longer term, upward rating momentum could be driven by, a sustained reduction in gross debt to tangible equity below 3.0x, growth of the business that enhances the franchise and platform scale, improved earnings consistency, an increase in longer-duration secured and unsecured debt, an increase in the proportion of committed funding, and a stronger liquidity profile, as evidenced by a meaningful increase in the percentage of available liquidity resources (cash and available borrowing capacity) to total debt. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The expected unsecured debt rating is one-notch below Freedom's Long-Term IDR, given the subordination to senior secured debt in the capital structure, reflecting weaker recovery prospects in a stress scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The expected unsecured debt rating is primarily sensitive to changes in Freedom's Long-Term IDR and would be expected to move in tandem. However, a material increase in unsecured funding and the size of the unencumbered asset pool could result in a narrowing of the notching between the unsecured debt and the Long-Term IDR. ADJUSTMENTS The Standalone Credit Profile has been assigned in line with the implied Standalone Credit Profile. The Sector Risk Operating Environment has been assigned in line with the implied score. The Business Profile score has been assigned below the implied score due to the following reason: Business model (negative). The Asset Quality score has been assigned in line with the implied score. The Earnings & Profitability score has been assigned below the implied score due to the following reason: Portfolio risk (negative). The Capitalization & Leverage score has been assigned below the implied score due to the following reason: Risk profile and business model (negative). Entity/Debt Rating ----------- ------ Freedom Mortgage Corporation senior unsecured LT B+(EXP) Expected Rating GAFC SERVICES: Hires Rodriguez Roman as Financial Advisor --------------------------------------------------------- GAFC Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Catherine Rodriguez Roman as financial advisor. The Debtor requires Catherine Rodriguez to assist the Debtor in the preparation of pro forma reports, and financial/business documentation as requested for and during Debtor's Chapter 11 case, specifically as it is related to and has an effect on Debtor, as well as recommendations and financial/business assessments regarding issues specifically related to Debtor and/or other assistance in accounting, taxes and/or operational matters. The Debtor has retained Catherine Rodriguez on the basis of $10,000 for retainer, against which the advisor has and will bill on the basis of $175 per hour, plus expenses, for work performed or to be performed by Ms. Rodriguez, $125 per hour for any senior staff, $75 per hour for junior staff, $55 per hour for any administrative assistants. Catherine Rodriguez Roman, Certified Public Accountant, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Catherine Rodriguez Roman can be reached at: Catherine Rodriguez Roman CATHERINE RODRIGUEZ ROMAN 405 Ave. Esmeralda, Suite 2 #421 Guaynabo, PR 00969-4427 Tel: (787) 998-7249 Fax: (866) 886-2741 E-Mail: cpacrroman@gmail.com About GAFC Services, LLC GAFC Services, LLC owns two properties in Puerto Rico valued at $1.98 million. GAFC Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-02567) on August 18, 2023. The petition was signed by Juan Carlos Arocha as president. At the time of filing, the Debtor estimated $2,245,501 in assets and $1,565,422 in liabilities. Jacqueline Hernandez, Esq. at HERNANDEZ LAW OFFICES represents the Debtor as counsel. GEORGE WESTON: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 30, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by George Weston Limited. Headquartered in Toronto, Ontario, George Weston Limited operates as a super market. GLOBAL AVIATION: Exclusivity Period Extended to September 11 ------------------------------------------------------------ Judge Mitchell L. Herren of the U.S. Bankruptcy Court for the District of Kansas extended Global Aviation Technologies LLC's deadline to exercise its exclusive right to file a disclosure statement and plan to September 11, 2023. The judge also extended the Debtor's deadline to exercise its exclusive right to obtain confirmation of a plan to November 13, 2023. Global Aviation Technologies LLC is represented by: Nicholas R. Grillot, Esq. Lora J. Smith, Esq. 1617 N. Waterfront Parkway, Ste. 400 Wichita, KS 67206-6639 HINKLE LAW FIRM LLC Tel: (316) 660-6211 Email: ngrillot@hinklaw.com lsmith@hinklaw.com About Global Aviation Technologies LLC Global Aviation Technologies LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10111) on February 20, 2023. In the petition signed by Candace Cottner, managing member and director of finance, the Debtor disclosed up to $500,000 in assets and up to $50 million in liabilities. Judge Mitchell L. Herren oversees the case. Nicholas R. Grillot, Esq., at Hinkle Law Firm LLC, represents the Debtor as legal counsel. GOOD HANDS: Seeks to Hire Instant Bookkeeping as Accountant ----------------------------------------------------------- Good Hands Medical & Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Abir Elfishawi and Instant Bookkeeping and Tax Services LLC as its accountants. The firm's services include: a. preparation of journal and ledgers; b. preparation of financial statements; c. preparation of financial reports; d. preparation of tax returns; and e. preparation of monthly operation reports. The firm will charge a fixed fee of $1,000 per month. Abir Elfishawi, owner of Instant Bookkeeping and Tax Services, assured the court that his firm represents no interest adverse to Debtor or the estate in the matters upon which it is to be engaged. The firm can be reached through: Abir Elfishawi INSTANT BOOKKEEPING AND TAX SERVICES LLC 19714 Canyon Gate Ct Katy, TX 77450 Phone: (832) 859-9738 About Good Hands Medical & Transportation Good Hands Medical Transportation, LLC provides non-emergency medical transportation in Houston, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32634) on July 13, 2023, with $166,380 in assets and $2,326,632 in liabilities. Hazem Anwar Bataineh, owner and director, signed the petition. Judge Eduardo V. Rodriguez oversees the case. Robert C. Lane, Esq., at The Lane Law Firm is the Debtor's legal counsel. GRANDE OAK: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Grande Oak, LLC 21701 Stevens Creek Blvd Number 2610 Cupertino, CA 95014 Business Description: Grande Oak is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 14, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-12049 Judge: Hon. Jennifer E. Niemann Debtor's Counsel: Paul Manasian, Esq. 1310 65th Street Emeryville, CA 94608 Tel: 415-730-3419 Email: mansian@mrlawsf.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bethany Liou as manager. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HMTK6RI/Grande_Oak_LLC__caebke-23-12049__0001.0.pdf?mcid=tGE4TAMA GRAPE AND VINE: Unsecureds Will Get 40% of Claims over 60 Months ---------------------------------------------------------------- Grape and Vine, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization dated September 11, 2023. Debtor is a Georgia limited liability company that formed in 2021 and began operating in 2022. Debtor operates a lounge located at 1905 Mt. Zion Road, Morrow Georgia. This Plan deals with all property of the Debtor and provides for treatment of all Claims against and Interests in the Debtor and its property. Class 5 consists of Unsecured Claims. Holders of Allowed Class 5 Claims will receive 40% of the Allowed Claim paid in 60 monthly payments. Unsecured Claim are (i) Byz Funding in the amount of $8,000.00, (ii) Kalamata Capital Group in the amount of $24,489.58, (iii) Headway Capital in the amount of $73,509.70, (iv) Dedicated Financial in the amount of $2,331,23, and (v) Dedicated Financial in the amount of $6,376.11. Monthly payments are approximately (i) $54.00 for Byz Funding, (ii) $163.26 for Kalamata Capital Group, (iii) $490.00 for Headway Capital, (iv) $15.54 for Dedicated Capital, and (v) $42.50 for Dedicated Capital. The Holders of Class 5 Claims are impaired and is not entitled to vote to accept or reject the Plan. Class 6 consists of Insider Claims. Jessica Booth shall retain her membership interest in the Debtor. Jessica Booth shall remit 5 annual payments to the Debtor in the amount of $1,000 for her membership interest in the Reorganized Debtor. The Holder of the Class 6 Claim is Impaired. Upon confirmation, the Reorganized Debtor will be charged with administration of the Case. The Reorganized Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan, including the prosecution and enforcement of Causes of Action. The source of income for cash distributions will be Debtor's post petition income. A full-text copy of the Plan of Reorganization dated September 11, 2023 is available at https://urlcurt.com/u?l=IL5cDr from PacerMonitor.com at no charge. Attorneys for Debtor: M. Denise Dotson, Esq. M. Denise Dotson, LLC 125 Clairemont Avenue, Suite 440 Decatur, GA 30030 Tel: 404-210-0166 Email: denise@mddotsonlaw.com ddotsonlaw@me.com About Grape and Vine Grape and Vine, LLC, operates a lounge located at 1905 Mt. Zion Road, Morrow Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55562) on June 13, 2023. In the petition signed by Jessica Booth, its principal officer, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Barbara Ellis-Monro oversees the case. M. Denise Dotson, Esq., is the Debtor's legal counsel. GREAT CANADIAN: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Great Canadian Gaming Corp.'s (GCGC) Long-Term Issuer Default Rating at 'B+'. Fitch has also affirmed the 'BB+'/'RR1' ratings for GCGC's senior secured debt but has upgraded the ratings for its unsecured debt one-notch to 'B'/'RR5' from 'B-'/'RR6'. The Rating Outlook is Stable. The ratings consider GCGC's modest rent-adjusted leverage -- with pro rata share of joint venture (JV) debt -- healthy discretionary FCF generation, the recovery of Canada's regional gaming markets, and the long-term growth prospects in its largest market, Ontario. The ratings also reflect uncertainty in the company's debt structure and future capital allocation plans, potential regulatory headwinds, and the risk of a weaker than expected performance in the Greater Toronto Area (GTA) properties. KEY RATING DRIVERS Unclear Long-Term Leverage: Fitch calculates GCGC's adjusted EBITDAR leverage at close to 5x at June 30, 2023 and expects this to decline to the mid-4x to low-5x range in the medium term, which considers the steady growth and stabilization of its new CAD1 billion integrated resort in Toronto, the largest in Canada. Fitch proportionally includes GCGC's 50% share of GTA JV's debt, capitalized rent, and EBITDAR in leverage. Fitch has not assumed FCF will be directed toward debt repayment given management is waiting to assess initial results from its investments in the GTA facilities before going forward with an explicit capital allocation plan. The 'B+' IDR considers GCGC can operate with adjusted EBITDAR leverage within the 5.0x-6.0x range and the likelihood additional debt can be raised at both entities. The Ontario Lottery and Gaming Commission retains a substantial portion of gross gaming revenue. This is partially countered by governmental support for certain gaming operational costs. These high barriers to entry and minimal new competitive supply are viewed positively and set GTA's operating environment apart from its U.S. regional peers. Canadian Regional Gaming Recovery: Canada's casino industry recovered at a slower pace than the U.S. given more conservative public health policies related to the pandemic, including operating restrictions. However, gaming demand has returned to more normalized levels after the lifting of restrictions in spring 2022 and ongoing rollout of non-gaming amenities and hit over CAD15 billion in annual sales as per the Canadian Gaming Association, with Ontario and British Columbia, the two biggest markets for GCGC, reporting above pre-pandemic proceeds from various lines of businesses. Fitch expects Canada to grow 0.8% in 2023, according to its Global Economic Outlook published June 2023, and avoid a recession, compared to a mild one in the U.S. in 4Q23 and 1Q22 due to tighter credit conditions, weakening business investment and a slowdown in consumption. While Fitch anticipates potential for a pullback in broader U.S. regional gaming demand in 2024, due both to tough year over year comparisons from an exceptionally strong 2022 and 2023 and concerns on the current macroeconomic backdrop, the agency expects Canada's less intense macroeconomic headwinds and more modest recovery in gaming revenues relative to the U.S. to allow it to outperform in 2023. Modest Geographic Diversification: GCGC operates 24 properties across four provinces in Canada. GCGC's diversification improved following the acquisition of certain gaming bundles in Ontario from 2016 to 2018. Despite being the largest commercial operator in Canada, the company is concentrated in Ontario (operating 12 of the total 31 in the province) and British Columbia (9 out of 16), making up about 43% and 45% of its revenues attributable to the restricted group, respectively, in LTM 2Q23. GCGC has favorable competitive positions in these two provinces, which are solid markets, and help offset its more limited diversification compared with its U.S. regional gaming peers. Proportional Consolidation of GTA: Fitch proportionally consolidates the GTA JV in GCGC's credit metrics by removing 50% of GTA's debt, capitalized rent and EBITDAR attributable to Brookfield Business Partners. GCGC manages GTA JV's four casinos in Toronto and fully consolidates the subsidiary's financials into its own statements. The JV is considered strategically important to both owners given its casino exclusivity in Toronto and ongoing gaming and nongaming development. The JV is an unrestricted subsidiary relative to the GCGC restricted group. DERIVATION SUMMARY GCGC's 'B+' IDR reflects its modest leverage, strong discretionary FCF generation and favorable regulatory environment in Ontario, in which it enjoys varying degrees of exclusivity. This is offset by uncertainty surrounding its financial policy toward long-term leverage. GCGC's exclusivity in the greater Toronto area compares similarly with the Seminole Tribe of Florida (BBB/Stable; exclusivity in deep Florida market), Crown Resorts Limited (owner and operator of properties exclusively in its two main markets, Melbourne and Perth) and Star Entertainment (another Australian owner and operator enjoying exclusivity in Sydney, Brisbane and the Gold Coast). Similarly, Las Vegas Sands Corp (BB+/Positive) has exposure to Singapore and Macau, two deep international jurisdictions with only two and six operators, respectively. Fitch has less tolerance for leverage at GCGC relative to Las Vegas Sands, as the latter has international diversification and a well-articulated conservative financial policy. GCGC's operating environment is more favorable than most of its U.S. regional gaming peers, most of which have credit profiles consistent with the mid to high 'B' category. KEY ASSUMPTIONS - Gaming revenues expand in the mid-to-high teens in 2023 and 2024 as the Toronto integrated resort ramps up and stabilizes, followed by low-single digits growth thereafter. Hospitality and other segments keep pace over the forecast horizon; - EBITDAR margins temper to about mid-50% in 2023 due to higher marketing and staffing spends from the resort opening, and steadily climb back up to historical levels due to an increase in revenue and an improvement in the efficiency of properties; - About CAD250 million-CAD300 million of growth capex is spent during 2023 and 2024 at the JV level. Maintenance capex is estimated at roughly CAD30 million at both the restricted group and GTA JV levels; - FCF is allocated primarily toward gaming and non-gaming investments and some form of shareholder returns. Fitch assumes no debt paydown at either the restricted group or GTA JV; - Fitch assumes no cash distributions out of the JV to the restricted group. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Adjusted EBITDAR leverage (GCG's restricted subsidiaries plus 50% of GTA's EBITDA and leverage) sustaining below 5.0x; - An explicit commitment and visible actions to reduce leverage in order to support a higher rating; - An increase in scale and diversification that would not result in higher credit metrics. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDAR leverage increasing above 6.0x; - FCF primarily funding shareholder returns, as opposed to gaming and nongaming reinvestment; - Regulatory actions that would be considered detrimental to future FCF generation. Fitch's affirmation of GCGC's senior secured first-lien debt at 'BB+'/'RR1' and upgrade of the unsecured debt by one notch to 'B'/'RR5' are based on a bespoke analysis and are notched from its 'B+' IDR. The recovery analysis assumes the GCGC restricted group would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch estimates an enterprise value (EV) on a going concern basis of CAD2 billion for GCGC's restricted group. The EV assumption is based on post-reorganization EBITDA approximately CAD280 million, a 7.0x multiple and a deduction of 10% for administrative claims. Fitch projects a post-restructuring sustainable cash flow, which assumes both depletion of the current position to reflect the distress that provoked a default, and a level of corrective action Fitch assumes either would have occurred during restructuring, or would be priced into a purchase price by potential bidders. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the EV. GCGC's restricted group's going concern EBITDA of about CAD280 million considers an increased run-rate EBITDA from the ramp-up and stabilization of the Toronto casino and recessionary pressures, such as property closures, competitive openings and/or weaker consumer spending. This is nearly 25% below normalized EBITDA, but reflects a forward view of operating pressures that would drive negative FCF and ultimately a default or restructuring. The 7.0x EV multiple assumption is higher than that assumed for most U.S. regional peers given GCGC's strong competitive position and the high barriers to entry due to long-standing exclusivity agreements. GCGC's restricted group also has low rent expense, which increases its financial flexibility relative to some U.S. regional peers. Fitch uses a range of 5.0x-7.0x recovery multiples for most U.S. regional peers, dependent on market position, diversification and materiality of rent expense. In applying the distributable proceeds, Fitch assumes CAD1.6 billion of senior secured debt, including a fully drawn revolving credit facility and about CAD470 million of senior unsecured notes. The restricted group could benefit from GCGC's 50% ownership in the GTA JV. The current JV capital structure of CAD1.6 billion (if fully drawn) relative to CAD500 million of estimated run-rate EBITDA (full ramp-up of its expansion) provides a substantial amount of residual equity. As Fitch receives greater clarity about the JV's long-term capital structure, it could begin ascribing residual equity to GCGC's restricted group's recovery analysis, which could increase the recovery rating for and notching of the unsecured notes. LIQUIDITY AND DEBT STRUCTURE GCGC's liquidity at June 30, 2023 consisted of CAD206 million of revolver availability and CAD 203 million of cash at the restricted group. Discretionary FCF generation at the restricted group is estimated to be sufficient given there are only modest maintenance capex requirements. Near-term maturities are manageable. Fitch expects GTA's FCF to be positive in 2024 as management anticipates only completing renovations and expansions at properties. Fitch understands that any capital allocation decisions will likely wait until GTA results are exhibiting sustainable results. Fitch's projections do assume dividends from GTA in 2024 and over the course of the forecast horizon, although management has not guided to any distributions. ISSUER PROFILE GCGC is a large Canadian gaming company, with casinos in Ontario, British Columbia, Nova Scotia and New Brunswick. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Great Canadian Gaming Corporation LT IDR B+ Affirmed B+ senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT B Upgrade RR5 B- GREEN ROADS: Exclusivity Period Extended to November 1 ------------------------------------------------------ Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida extended Green Roads Inc.'s exclusive filing period to November 1, 2023 and its exclusive solicitation period to December 31, 2023. The judge found that the extension is in the best interest of the Debtor's estate, its creditors, and other parties in interest. Green Roads Inc. is represented by: James R. Irving, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower, 101 S. Fifth Street Louisville, KY 40202 Tel: (502) 587-3606 Email: james.irving@dentons.com About Green Roads Green Roads Inc. is a privately-owned CBD company that supplies natural CBD infused products. Green Roads Inc. filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-11738) on March 6, 2023. In the petition filed by Julie Pilch, interim chief executive officer, the Debtor reported between $1 million and $10 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. Dentons Bingham Greenebaum LLP and Dentons US LLP serve as the Debtor's counsel. GREENSMITH LAND: 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 Greensmith Land Management, 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 Greensmith Land Greensmith Land Management, LLC offers design, installation, and service for outdoor structures, landscaping, land clearing, and construction material hauling. It is based in Gulf Breeze, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30616) on Sept. 1, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Paul Smith, managing member, signed the petition. J. Steven Ford, Esq., at Wilson, Harrell, Farrington, Ford, Wilson, Spain & Parsons, P.A. represents the Debtor as legal counsel. GRUPO HIMA: Seeks to Hire IEC Consulting as Investment Consultant ----------------------------------------------------------------- Grupo Hima San Pablo, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ IEC Consulting, LLC as their investment consultant. The consultant will render these services: a. seek to identify and contact prospective investors/purchasers and solicit and assist in evaluating indications of interest & proposals among prospective investors/purchasers related to the Sale Transactions; b. assist in structuring and negotiating the Sale Transactions and the terms of the securities/consideration; c. assist in developing/presenting financial and operational data to facilitate the Sale Transactions; d. participate in hearings before the bankruptcy court concerning matters upon which IEC has provided advice, if necessary, including coordinating with the Debtor's counsel concerning the testimony in connection therewith; e. advise and assist the Debtor in executing such Sale Transactions should the Debtor seek to proceed with the Sale Transactions, f. assist in matters associated with closing the Sale Transactions; and g. provide such other advisory services reasonably necessary to accomplish the foregoing and consummate the Sale Transactions as requested by the Debtor and agreed to by IEC occasionally. IEC will receive fees for work done based on the hourly rate of $250 per hour. The Debtor shall additionally pay a Sale Transaction Fee of 0.50 percent of gross proceeds up to $50 million dollars and 1 percent of any amount exceeding $50 million dollars based on the aggregate amount of assets sold and paid at the time proceeds are received by the Debtor. The firm received a retainer in the amount of $10,000. IEC Consulting does not hold or represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Ivan E. Colon, MHSA, FACHE IEC Consulting, LLC 1201 S. Hope St. #4002 Los Angeles, CA 90015 About Grupo Hima San Pablo, Inc. Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, the Company primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management company, Home Care Service (including infusion therapies and wound care), a free-standing Ambulatory Center and a 16-Ambulance Service Company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August 15, 2023. In the petition signed by Armando J. Rodriguez-Benitez, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $500,000 in liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents the Debtor as legal counsel. Pietrantoni Mendez & Alvarez LLC as special counsel. GRUPO HIMA: U.S. Trustee Appoints New Committee Members ------------------------------------------------------- The U.S. Trustee for Region 21 appointed Angelica Perez Garcia and Laura Davila Otero as new members of the official committee of unsecured creditors in the Chapter 11 cases of Grupo HIMA San Pablo, Inc. and its affiliates. Meanwhile, Puerto Rico Hospital Supply resigned as committee member. The members of the committee are now composed of: 1. Grupo de Radioterapia del Norte, PSC P.O. Box 3145 Guaynabo, PR 00970 c/o Angel E. Portilla, Esq. External counsel Tel: (787) 408-7777 (External Counsel) E-mail: aps.law@live.com 2. Herminio Colon, Elizabeth Amaro, Jose Miguel Amaro, Ivette Delgado, and minors Y.J.A., Z.S.G.A., and Y.M.G.A. 207 Del Parque St, 3rd Floor San Juan, Puerto Rico 00912 c/o Jeffrey Williams, Esq. Counsel Tel: (787) 641-4545/4544 (Counsel) E-mail: jeffrey.williams@indianowilliams.com 3. Grupo Intensivo Pediátrico, CSP 252 San Jorge San Jorge Bldg, Suite 406 San Juan, PR 00912 c/o Juan Martínez, Esq. External counsel Tel: (787) 274-7404 (External counsel) E-mail: jmartinez@gmlex.net 4. Neyza Crúz Cedeño and Savier Vazquez Oyola 203 Berry Tree P1 Brandon, FL 33510 c/o Juan Martínez, Esq. Counsel Tel: (787) 274-7404 (Counsel) E-mail: jmartinez@gmlex.net 5. Angelica Perez Garcia and Laura Davila Otero PMB 733 1353 Luis Vigoreaux Ave. Guaynabo, PR 00966 c/o Humberto Guzman, Esq. Counsel Tel: (787) 403-2292 E-mail: hguzman@grllaw.net About Grupo HIMA San Pablo Inc. Grupo HIMA San Pablo, Inc. serves as a diversified healthcare services holding company pursuant to a corporate reorganization of several businesses related by common ownership. Through its subsidiaries and affiliates, the Company primarily owns and operates hospital facilities and other healthcare related businesses. As of August 2023, the HIMA GROUP operates four hospitals, with over 1,200 licensed beds, including an Oncological Hospital, a multi-specialty physician practice management company, Home Care Service (including infusion therapies and wound care), a free-standing Ambulatory Center and a 16-Ambulance Service Company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02510-EAG11) on August 15, 2023. In the petition signed by Armando J. Rodriguez-Benitez, chief executive officer, the Debtor disclosed up to $1 billion in assets and up to $500,000 in liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC, represents the Debtor as legal counsel. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 7, 2023. GTT COMMUNICATIONS: $350MM Bank Debt Trades at 40% Discount ----------------------------------------------------------- Participations in a syndicated loan under which GTT Communications Inc is a borrower were trading in the secondary market around 60.4 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $350 million facility is a Payment-in-Kind Term loan that is scheduled to mature on June 30, 2028. The amount is fully drawn and outstanding. GTT Communications, Inc., formerly Global Telecom and Technology, is a multinational telecommunications and internet service provider company with headquarters in McLean, Virginia, and incorporated in Delaware. GULF COAST TRANS: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has authorized Gulf Coast Transportation, Inc. to continue using cash collateral in an amount not to exceed $10,000 on an interim basis in accordance with the budget, pending a further hearing set for September 28, 2023 at 11 a.m. The Debtor's primary secured creditor is the U.S. Small Business Administration in the amount of $500,000 for an Economic Injury Disaster Loan. The Lender filed a UCC financing statement asserting a security interest in, among other things, all accounts receivable. As adequate protection, the SBA is granted a replacement lien to the same extent, validity, and priority as existed on the Petition Date. The Debtor is entitled to collect money from parties with outstanding accounts receivable to the Debtor and no creditor or party in interest will interfere with the Debtor's collection actions. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the Court's order is available at https://urlcurt.com/u?l=jBdYbL from PacerMonitor.com. About Gulf Coast Transportation, Inc. Gulf Coast Transportation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00872) on March 8, 2023. In the petition signed by Justin Morgaman, vice president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor Ruppel & Burns, LLP, represents the Debtor as legal counsel. HARTMAN SPE: Sept. 19 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Hartman SPE, LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/2j933kw9 and return by email it to John Schanne -- John.Schanne@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Tuesday, September 19, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Hartman SPE Hartman SPE is a lessor of nonresidential buildings. Hartman SPE LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023. The petition was signed by David Wheeler as president. The cases are pending before Judge Mary F. Walrath. The Debtor listed $100 million to $500 million in estimated assets and $100 million to $500 million estimated liabilities. The Debtor tapped Chipman Brown Cicero & Cole, LLP as Delaware counsel. Katten Muchin Rosenman LLP is the Debtor's counsel. HAWAIIAN HOLDINGS: Egan-Jones Retains CCC- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on August 15, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Hawaiian Holdings, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides transportation services. HELLER EHRMAN: Plan Administrator Taps BG Law as Special Counsel ---------------------------------------------------------------- Michael Burkhart, the plan administrator for Heller Ehrman LLP, filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of California to employ BG Law, LLP as his special counsel. BG Law will file and pursue claims related to its "investigation into the whereabouts of stock and options received, purchased, retained, sold, or otherwise transferred by the Debtor and/or entities or persons related to the Debtor or Venture Law Group during the course of the Debtor's operations and after it filed for bankruptcy protection." The firm will be compensated as follows: a. 30 percent of any gross recovery received before a complaint is filed plus reimbursement of costs and expenses; or b. 40 percent of any gross recovery received after the complaint has been filed up to ninety days before the originally-set trial date plus reimbursement of costs and expenses; or c. 50 percent of any gross recovery received thereafter plus reimbursement of costs and expenses. As disclosed in court filings, BG Law and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven T. Gubner, Esq. BG LAW, LLP 21650 Oxnard Street, Suite 500 Woodland Hills, CA 91367 Phone: (818) 827-9000 Email: sgubner@bg.law About Heller Ehrman Headquartered in San Francisco, Calif., Heller Ehrman, LLP -- http://www.hewm.com/-- was an international law firm of more than 730 attorneys in 15 offices in the United States, Europe, and Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D. Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's dissolution committee led by Peter J. Benvenutti approved a plan dated Sept. 26, 2008, to dissolve the firm. According to reports, the firm had roughly $63 million in assets and 54 employees at the time of its filing. In its bankruptcy petition, the firm estimated assets and debt at $50 million to $100 million as of the Petition Date. The Hon. Dennis Montali presides over the case. Pachulski Stang Ziehl & Jones, LLP assisted the Debtor in its restructuring effort. The official committee of unsecured creditors is represented by Felderstein Fitzgerald Willoughby & Pascuzzi, LLP. On Aug. 13, 2010, the court confirmed the Debtor's joint Chapter 11 plan of liquidation. Under the plan, the Debtor retained the responsibility for claims review, dispute resolution and distribution. Michael Burkart is the duly appointed administrator under the plan and has been managing the Debtor since the plan went into effect. Mr. Burkart is represented by Felderstein Fitzgerald Willoughby Pascuzzi & Rios, LLP. HELLO LIVINGSTON: Amends Plan to Include Other Secured Claims Pay ----------------------------------------------------------------- Hello Livingston Extended LLC submitted a First Amended Disclosure Statement for First Amended Plan of Liquidation dated September 11, 2023. The Debtor's Plan provides for the liquidation of the Debtor by liquidating the real property and improvements thereon, commonly known as and located at 291 Livingston Street, Brooklyn, New York 11217 (Block 161. Lot 61; the "Property"), and use the proceeds from the Sale and Available Cash to pay Claims. The Debtor has already engaged North Point Real Estate Group (the "Broker") as their real estate advisor and it shall market and auction the Property and the Property Causes of Action (the "Sale") pursuant to Sections 363, 1123(a)(5)(D), and 1123(b)(4) of the Bankruptcy Code to obtain the highest and best price, in accordance with the applicable provisions of the Bankruptcy Code. The Sale shall be conducted following confirmation of the Plan, but subject to certain conditions. In the event that the Available Cash on the Effective Date is insufficient to provide creditors of the Debtor's estate with the distributions required to be made on the Effective Date, any shortfall will be funded by the Debtor's principals. Class 3 consists of other Allowed Secured Claims including valid and enforceable mechanics' Lien Claims. Class 3 Claims aggregate the approximate amount of $3,100,000. Class 3 Claims are Impaired under the Plan. The holders of Allowed Class 3 Claims shall receive, in the order of priority as existed as of the Petition Date, the next available net cash proceeds from the Sale after payment of (i) the Allowed Class 1 Claims of Acres in full, (ii) Allowed Class 2 Claims in full, (iii) the Broker Fee, and then (iv) up to 100% of their Allowed Class 3 Claim after any earlier filed Allowed Class 3 Claim has been paid in full. The unpaid balance of any Class 3 Creditor's Claims shall be deemed Class 4 Unsecured Claims for all purposes and shall participate in any distribution to such Class 4 claimholders hereunder on a Pro Rata basis. Class 4 consists of all General Unsecured Claims. Class 4 Claims aggregate the approximate amount of $3,100,000. Class 4 Claims are Impaired under the Plan. Each holder of an Allowed Class 4 General Unsecured Claim will receive on account of such claim a pro rata distribution of Available Cash after all payments to Allowed Class 1 Claims, Allowed Class 2 Claims, Allowed Class 3 Claims, Statutory Fees, Priority Tax Claims and Administrative Claims and interest from the Petition Date onwards at the contract rate as to Claims in Class 1, with principal as to all such Classes being paid in full prior to any payments being made on account of such interest. Provided however, that if either (a) Acres (or its nominee, assignee or designee) is the Successful Bidder based on a credit bid or (b) there are insufficient net Sale proceeds to provide a 10% distribution to Class 4 General Unsecured Claims other than Acres, the Debtor's principals will provide, within 30 days after the Sale Closing Date, a distribution up to 10% to each holder of Claims in Class 4 other than the Acres Unsecured Claim, with Acres agreeing to waive the right to receive any distribution as a member of this Class, such that Class 4 Claim holders (other than Acres) will each receive no less than 10% on account of their Allowed Class 3 General Unsecured Claims under this Plan. The Plan will be funded by monies made available from the Sale of the Property (and the Property Causes of Action); however, the Debtor's principals shall advance such funds as are necessary to make payments required under the Plan if the Sale proceeds are insufficient to fund all payments required under the Plan. The Bankruptcy Court has scheduled a combined hearing to consider approval of this Disclosure Statement and Confirmation of the Plan, on November 21, 2023 at 10:00 a.m., in the United States Bankruptcy Court for the Southern District of New York, United States Bankruptcy Court, 300 Quarropas Street, White Plains, NY 10601. All ballots must be received prior to November 14, 2023. A full-text copy of the First Amended Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=bN00xZ from PacerMonitor.com at no charge. Attorneys for the Debtor: Jonathan S. Pasternak, Esq. Robert L. Rattet, Esq. DAVIDOFF HUTCHER & CITRON LLP 120 Bloomingdale Road, Suite 100 White Plains, NY 10605 Tel: (914) 381-7400 About Hello Livingston Extended Hello Livingston Extended, LLC, is the fee owner of a property located at 291 Livingston St., Brooklyn, N.Y., valued at $29.5 million. Hello Livingston Extended filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22422) on June 2, 2023. In the petition filed by its chief restructuring officer, David Goldwasser, the Debtor disclosed $29,500,000 in total assets and $37,034,732 in liabilities. Judge Sean H. Lane oversees the case. The Debtor tapped Robert L. Rattet, Esq., and Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP, as bankruptcy attorneys. HOLY REDEEMER: Moody's Affirms 'Ba2' Rating, Outlook Negative ------------------------------------------------------------- Moody's Investors Service has affirmed the rating of Holy Redeemer Health System (HRHS) (PA) at Ba2 and maintained the negative outlook. HRHS has $139 million of debt outstanding as of fiscal 2022. RATINGS RATIONALE The affirmation of the Ba2 rating reflects HRHS's solid liquidity, which will provide support for the execution of operating performance improvement initiatives. Unrestricted cash and investments will be maintained around 100 days during the recovery period. Having said that, operating performance will remain at weaker than historical levels over the near term as improvement initiatives gain traction. HRHS's weaker performance is partly due to higher permanent labor costs, which will have an outsized impact on post-acute care service lines. This will be meaningful to HRHS given 33% of its net patient service revenue base is exposed to these services. Performance improvement will be driven by focused strategies to enhance labor productivity, strict expense management, and improvements in revenue cycle, with management targeting an operating cash flow margin of 1.5% in fiscal 2024. While covenant cushions may be somewhat limited, concerns regarding covenant breaches will be mitigated by the availability of alternative calculations of debt service in the MTI and other bank documents. RATING OUTLOOK The negative outlook reflects significant industrywide labor and supply inflation headwinds to achieving the projected operating cash flow margin of 1.5% in fiscal 2024. Inability to show meaningful improvement toward the projected operating cash flow margin will likely pressure the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING -- Significant and sustained improvement in operating margins -- Meaningful reduction in debt to cash flow -- Material increase in liquidity FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING -- Inability to make meaningful traction toward 1.5% operating cash flow margin -- Greater than anticipated decline in days cash on hand or cash to debt levels which are projected to be around 100 days and 110%, respectively in fiscal 2024 -- Increase in leverage without sustained improvement in operating profile LEGAL SECURITY Bonds are secured by a gross receipts pledge and a mortgage pledge of the hospital land and buildings. The obligated group currently includes Holy Redeemer Health System and Holy Redeemer Physician Services. PROFILE A Catholic healthcare provider, Redeemer Health (RH), offers a wide range of healthcare and health-related services, including an 165 bed acute care hospital, home health and hospice services, three skilled nursing facilities, personal care, a retirement community, low-income housing, an independent living community, a transitional housing program for homeless families, and multiple homes for intellectually and developmentally disabled adults. In addition, RH owns and operates a Community Care Collaborative an Accountable Care organization. Corporate offices are located in Huntingdon Valley, Pa. and serves southeastern Pennsylvania and New Jersey. METHODOLOGY The principal methodology used in this rating was Not-For-Profit Healthcare published in December 2018. HORNBLOWER SUB: $349MM Bank Debt Trades at 51% Discount ------------------------------------------------------- Participations in a syndicated loan under which Hornblower Sub LLC is a borrower were trading in the secondary market around 49.4 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $349.4 million facility is a Payment in kind Term loan that is scheduled to mature on April 27, 2025. The amount is fully drawn and outstanding. Hornblower Sub, LLC is a charter yacht and public dining cruise operator. IGLESIAS EYE: Linda Leali Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 21 appointed Linda Leali, Esq., as Subchapter V trustee for Iglesias Eye Associates LLC. Ms. Leali 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. Leali declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Linda M. Leali Linda M. Leali, P.A. 2525 Ponce De Leon Blvd., Suite 300 Coral Gables, FL 33134 Phone: (305) 341-0671, ext. 1 Fax: (786) 294-6671 Email: leali@lealilaw.com About Iglesias Eye Associates Iglesias Eye Associates LLC operates an ophthalmologist practice at 11641 Kew Gardens Avenue, Ste. 209, Palm Beach Gardens, Fla. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17017) on Aug. 31, 2023. In the petition signed by its chief financial officer, Scott Mikalajunas, the Debtor disclosed $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Erik P. Kimball oversees the case. Brian S. Behar, Esq., at Benhar, Gutt & Glazer, PA, represents the Debtor as legal counsel. IMEDIA BRANDS: Oct. 13, 2023 Claims Filing Deadline Set ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware set Oct. 13, 2023, at 4:00 p.m. (Prevailing Eastern Time) as the last date and time for person and entities to file their proofs of claim against iMedia Brands Inc. and its debtor-affiliates. The Court also set Dec. 26, 2023, at 4:00 p.m. (Prevailing Eastern Time) as the deadline for all governmental units to file their claims against the Debtors. Each proof of claim must be filed so as to be actually received by the Debtors' notice and claims agent, Stretto Inc., on or before the general bar date or the governmental bar date (i) via the electronic filing interface available at https://cases.stretto.com/iMediaBrands/file-a-claim/ or (ii) by the United States mail or other hand delivery system at: For first class mail or overnight mail to: iMedia Brands Inc. et al. claims processing Stretto 410 Exchange, Suite 100 Irvine, CA 92602 Further information regarding the claims process, contact the Debtors' notice and claims agent, Stretto at https://cases.stretto.com/iMediaBrands, (ii) calling Stretto at (855) 794-3801 (US & Canada toll free) or +1 (949) 340-0398 (international), or (iii) inquiring via email at iMediaInquiries@stretto.com. About iMedia Brands iMedia Brands, Inc. is an interactive, global media company that offers, manages, and markets merchandise, including men's and women's accessories and apparel, under owned and third-party brands through various entertainment, e-commerce, and digital service platforms. iMedia Brands and 11 of its affiliates filed for bankruptcy protection on June 28, 2023 (Bankr. D. Del., Lead Case No. 23-10852). The petitions were signed by James Alt as chief transformation officer. The Debtors reported as of April 29, 2023, total assets of $272,596,462 and total liabilities of $373,713,748. Judge Karen B. Owens oversees the case. The Debtors tapped Ropes & Gray, LLP and Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsels; Huron Consulting Services, LLC as financial advisor; Lincoln Partners Advisors, LLC as investment banker; and Stretto, Inc. as notice, claims and administrative agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP as legal counsel and AlixPartners, LLP as financial advisor. INTEGRATED COOLING: Unsecureds to Split $12K over 5 Years --------------------------------------------------------- Integrated Cooling Experts, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a Disclosure Statement with respect to Plan of Reorganization dated September 11, 2023. The Debtor is a Florida corporation, and the Debtor primarily repairs and installs HVAC equipment for commercial clients in Gulf Breeze, Florida. In the nine years prior to the date on which the bankruptcy petition was filed, as well as during this Chapter 11 case, the officers, directors, managers or other persons in control of the Debtor was and still is Daniel Cotton. He will remain the managing member after the Effective Date. The Debtor filed this case to reorganize its debts. Prepetition, United Refrigeration, Inc. obtained a writ of garnishment and began garnishing the Debtor's bank account. This garnishment caused the Debtor to fall behind on other business obligations. The Debtor hopes to be able to reorganize its debts in a way that will allow the business to continue operating and pay at least some dividend its creditors. The filing of this case has allowed the Debtor to continue to operate without its funds being garnished. The Debtor believes this will pave the way for the Debtor to confirm a chapter 11 plan and continue to operate its business successfully. Class Number 3 consists of General Unsecured Claims. Class 3 will be paid a total of $12,000 distributed pro rata over five years as set forth in the Plan. The total claims of each general unsecured creditor in Class 3 include Internal Revenue Service: $500.00; AmTrust North America, Inc.: $1,188.51; AmTrust North America, Inc.: $1,504.98; Gerard Services, Inc.: $5,507.77; Fora Financial Asset Securitization 2021, LLC: $18,440.60; Lennox Industries: $10,810.17; Baker Distribution: $4,239.62; Hancock Whitney Bank: $10,000.00; Partstown: $5,591.36; Trane HVAC Supply: $6,264.02; Technology Insurance Company: $2,693.49; United Refrigeration: $8,598.39; and Chase Bank: $7,400.00. Class 4 consists of Equity interest holder Daniel Cotton. The equity security holder will waive distributions under the Plan as additional new value consideration to retain his equity interest. Payments and distributions under the Plan will be funded by income generated from the operation of Debtor's business. A full-text copy of the Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=jV67Cw from PacerMonitor.com at no charge. Counsel for the Debtor: Byron Wright III, Esq. Bruner Wright, PA 2810 Remington Green Circle Tallahassee, FL 32308 Telephone: (850) 385-0342 Facsimile: (850) 270-2441 Email: twright@brunerwright.com About Integrated Cooling Experts Integrated Cooling Experts, Inc., operates an HVAC and equipment repair and installation business in Gulf Breeze, Fla. Integrated Cooling Experts sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30159) on March 13, 2023. In the petition signed by Daniel Cotton, its president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Jerry C. Oldshue, Jr. oversees the case. Byron W. Wright III, Esq., at Bruner Wright, P.A., is the Debtor's legal counsel. INTERNATIONAL FLAVORS: Egan-Jones Hikes Sr. Unsec. Ratings to BB+ ----------------------------------------------------------------- Egan-Jones Ratings Company on August 17, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by International Flavors & Fragrances Inc. to BB+ from BBB-. Headquartered in New York, International Flavors & Fragrances Inc. creates, manufactures, and supplies flavors and fragrances for the food, beverage, personal care, and household products industries. INTERNATIONAL GAME: Egan-Jones Retains B Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on August 22, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by International Game Technology PLC. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Reno, Nevada, International Game Technology PLC designs, develops, manufactures, and distributes computerized gaming equipment, software, and network systems. IRON MOUNTAIN: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on August 29, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Iron Mountain Incorporated. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Boston, Massachusetts, Iron Mountain Incorporated is a storage and information management company. J.A.R CONCRETE: Unsecureds Owed $1K+ to Get $500K over 5 Years -------------------------------------------------------------- J.A.R. Concrete, Inc., filed with the U.S. Bankruptcy Court for the Western District of Texas an Amended Disclosure Statement describing Plan of Reorganization dated September 11, 2023. The Debtor was founded in 1957 by Joe Rosales, Sr. The initials J.A.R stand for Jose Audenago Rosales. The Debtor specializes in public workds related to highway and street construction such as concrete and asphalt paving, flat work, earthwork and utilities. Class 20 consists of General Unsecured Claims of less than $1,000.00. This Class shall be paid a dividend of fifty cents on the dollar in two equal payments of 25% of each claim, on March 15, 2024 and June 15, 2024. This Class is impaired. Class 21 consists of General Unsecured Claims of $1,000 or more. These claims shall be paid pro rata out of an estimated pool of $500,000 over 5 years, in installments of up to $50,000 every six months, from 5% of J.A.R.'s estimated gross sales measured from each January 1 to June 30, and measured from each July 1 starting July 31, 2024. If 5% of sales turns out to be more than $50,000, the overage shall be applied to the next installments, to bring them up to $50,000 if feasible. In addition, on January 31, 2029 there should be a final pool of an estimated $353,000 to be distributed, that has accumulated from 5% of gross revenue over the five years. These figures depend, however, upon the gross sales results, and may vary accordingly. This Class is impaired. Joe A. Rosales will retain his stock ownership in the Debtor. The Debtor will distribute all Plan payments. The sources of the Debtor's payments to creditors will be the following: * Regular operations. * Sales of heavy equipment and work vehicles. * Payments to USFIC after its losses have been ascertained. A full-text copy of the Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=6oRP0l from PacerMonitor.com at no charge. Attorney for the Debtor: E.P. Bud Kirk, Esq. 600 Sunland Park Drive Bldg. Four, Suite 400 El Paso, TX 79912 Telephone: (915) 584-3773 Facsimile: (915) 581-3452 Email: budkirk@aol.com About J.A.R. Concrete J.A.R. Concrete, Inc., a company in El Paso, Texas, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Texas Case No. 23-30242) on March 14, 2023, with as much as $1 million to $10 million in both assets and liabilities. Joe A. Rosales, Jr., president, director and shareholder of J.A.R. Concrete, signed the petition. Judge H Christopher Mott oversees the case. E.P. Bud Kirk, Esq., a practicing attorney in El Paso, Texas, and Griffith Davison, P.C. serve as the Debtor's bankruptcy counsel and special counsel, respectively. J.H.W. INC: Seeks to Hire Edward Bowers as Accountant ----------------------------------------------------- J.H.W., Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Edward Bowers, a practicing accountant in North Carolina. Mr. Bowers will render these services: a. report to the Court on the financial status of the Debtor; b. assume primary responsibility for bringing the books and records of the Debtor current; c. review the books and records to ascertain and confirm the existence of non-existence of voidable preferences and fraudulent transfers; d. determine whether any money or other property of the Debtor was diverted to principals to the Debtor or entities controlled by principals of the Debtor; and e. provide other accounting services. The firm will charge these rates: Edward P. Bowers, CPA $300 per hour Bookkeeper $85 per hour Mr. Bowers disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Bowers can be reached at: Edward P. Bowers, CPA MIDDLESWARTH BOWERS & CO. 219 A Wilmot Drive Gastonia, NC 28054 Tel: (704) 867-2394 Fax: (704) 867-5303 About J.H.W., Inc. J.H.W., Inc. in Morganton, NC, filed its voluntary petition for Chapter 11 protection (Bankr. W.D.N.C. Case No. 23-40137) on August 4, 2023, listing $509,459 in assets and $2,023,601 in liabilities. Wendell Fox as president/director, signed the petition. Judge J. Craig Whitley oversees the case. LAW OFFICES OF R. KEITH JOHNSON, P.A. serve as the Debtor's legal counsel. JACK IN THE BOX: Egan-Jones Retains B- Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on August 22, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Jack in the Box Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in San Diego, California, Jack in the Box Inc. operates a chain of restaurants. JIREH FITNESS: Case Summary & Three Unsecured Creditors ------------------------------------------------------- Debtor: Jireh Fitness Solutions Corp. d/b/a Retrofitness Wellington 816 S. State Road 7 Wellington, FL 33414 Business Description: The Debtor owns and operates a gym in Wellington, Florida. Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-17407 Debtor's Counsel: Thomas L. Abrams, Esq. GAMBERG & ABRAMS 1213 S.E. Third Avenue, Second Floor Fort Lauderdale, FL 33316 Tel: (954) 523-0900 Email: tabrams@tabramslaw.com Total Assets: $1,332,082 Total Liabilities: $2,146,427 The petition was signed by Eduardo P. Jurado as president. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZZCB3LI/JIREH_FITNESS_SOLUTIONS_CORP_dba__flsbke-23-17407__0001.0.pdf?mcid=tGE4TAMA JO-ANN STORES: $675MM Bank Debt Trades at 66% Discount ------------------------------------------------------ Participations in a syndicated loan under which Jo-Ann Stores LLC is a borrower were trading in the secondary market around 34.1 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $675 million facility is a Term loan that is scheduled to mature on June 30, 2028. About $663.2 million of the loan is withdrawn and outstanding. Jo-Ann Stores, LLC retails fabric and craft products. The Company offers apparel, home decorating fabrics, notions, seasonal accessories, floral, and framing products. JOHNSON SCOTT: Seeks Cash Collateral Access ------------------------------------------- Johnson Scott Property Management, LLC asks the U.S. Bankruptcy Court for the District of Maryland for authority to use cash collateral and engage in "ordinary course" transactions pursuant 11 U.S.C. Sections 363, 552. The Debtor requires the use of cash collateral to maintain its business operations, maintain services for its tenants, and act in accordance with its duties as a debtor-in-possession before the Court. Numerous payments are required to be made by continuing through September. The debtor filed its petition for relief on August 23, 2023 while in dispute with the creditor Industrial Bank over an impending foreclosure sale to be held August 24, 2023. The subject real property identifies as 110 Sount Mount Street, Baltimore, Maryland 21223 is currently occupied and has rental income. The Debtor's existing pre-petition indebtedness is comprised of A) a first deed of trust for the benefit of the Secured Creditor, B) uncertain unsecured obligations to other creditors: A) Secured Financing. Secured Creditor holds a claim against the Debtor in the amount of approximately $130,000 which is secured by a first lien against the Property and Rents derived therefrom, and such other collateral as set forth in Secured Creditor's loan documents. B) Unsecured Obligations. In addition to the foregoing, there are potential unsecured claims against the Debtor existing as of the Petition Date for unpaid taxes. The amount of is unknown. in the approximate total amount of $6.9 million, the majority of which are insider liabilities. On January 8, 2020, the debtor and the creditor Lima One Capital, LLC entered an agreement whereby the debtor would execute and deliver a Commercial Promissory Note in the amount of $112,000, a Deed of Trust, an Assignment of Rents and various other loan documents. As adequate protection, the Secured Creditor will be granted a replacement lien on all of the post-petition assets of the Debtor pursuant to Section 361 of the Bankruptcy Code to the extent of diminution in the value of the Secured Creditor's interest in cash collateral; and (iii) an administrative priority expense claim pursuant to Section 507(b) of the Bankruptcy Code, to the extent there is a diminution in the value of the Secured Creditor's interest in cash collateral. Furthermore, the Secured Creditor is protected by the Debtor's significant equity cushion in the Property. A copy of the motion is available at https://urlcurt.com/u?l=SLHeEb from PacerMonitor.com. About Johnson Scott Property Management Johnson Scott Property Management, LLC filed Chapter 11 petition (Bankr. D. Md. Case No. 23-15962) on Aug. 23, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Michelle M. Harner oversees the case. William C. Johnson, Jr., Esq., is the Debtor's bankruptcy counsel. KAF RECYCLING: Amends Unsecured Claims Pay Details -------------------------------------------------- KAF Recycling Corp., submitted a Second Amended Plan of Reorganization dated September 11, 2023. This Plan proposes to pay Allowed Claims no less than the value of KAF's Net Disposable Income for a period of 36 months. The Plan provides for 4 Classes of creditor claims (including priority, secured, and unsecured) and one Class of Equity interests. Class 1 consists of Allowed Priority Claims. Upon information and belief, the Debtor does not have any Priority Claims. The IRS has filed a proof of claim in the amount of $16,786.60. The Debtor has objected to this claim and is in the process of attempting to resolve same. However, to the extent the IRS's proof of claim (or the timely-filed claim of any other governmental entity) is Allowed, the Debtor will pay said claim in full on the Effective Date or in installments of $500.00 per month pursuant to Section 1129(a)(9) of the Bankruptcy Code. Class 1 is not impaired. Class 3 consists of Allowed General Unsecured Claims. The Reorganized Debtor will make a pro rata semi-annual distribution to holders of timely-filed Allowed Claims in Class 3 in the aggregate amount of $100,000.00. The total aggregate amount of timely-filed Allowed Class 3 Claims (including the SBA's deficiency claim) is approximately $736,000, resulting in an approximate $13.6% distribution to timely-filed Allowed Class 3. However, Coast to Coast Recycling, LLC and Inter Metal Recycling, LLC have filed late-claims. The Debtor disputes both the timeliness and merits of the foregoing claims, however to the extent that those claims are ultimately Allowed, the aggregate amount of Class 3 Claims could increase up to $1,498,042 and result in a distribution of 6.7% of Allowed Class 3 Claims. The Reorganized Debtor will investigate any potential recovery of claims pursuant to Chapter 5 of the Bankruptcy Code against Coast to Coast Recycling, LLC, Siembra Fresh, LLC, and Inaho Holdings, LLC and will increase the distribution to Class 3 by any recoveries therefrom (after payment of fees and costs associated therewith). Class 3 is Impaired. Class 4 consists of Equity Interests of Coralia Y. Cabrera and Yosvany Cabrera in KAF. On the Effective Date, the Equity Interests will be retained in the same amounts and character as they were held prior to the Petition. On the Effective Date, all property of the Debtor not otherwise disposed of under the Plan, shall vest with the Reorganized Debtor. The Plan proposes to pay Allowed Claims to be paid under the Plan from Net Disposable Income. The Debtor's Net Disposable Income means all excess cash from the Debtor's income after: (i) payment in full of all Allowed Administrative Claims; (ii) payment of Allowed Secured Claims; (iii) payment in of monthly ordinary course of business operating expenses; and (iv) a set aside of an operational reserve equal to 3 days of operating expenses (approx. $45,000). A full-text copy of the Second Amended Plan dated September 11, 2023 is available at https://urlcurt.com/u?l=Omggi6 from PacerMonitor.com at no charge. Counsel for the Debtor: Jacqueline Calderin, Esq. Agentis PLLC 55 Alhambra Plaza, Suite 800 Coral Gables, FL 33134 Telephone: (305) 722-2002 Email: jc@agentislaw.com About KAF Recycling Corp KAF Recycling Corp is a family-owned and family-operated company which specializes in recycling, processing and packaging (for resale) scrap metal. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12973) on April 17, 2023, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Jacqueline Calderin, Esq. at Agentis PLLC, is the Debtor's counsel. KIRBY CORP: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on August 31, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Kirby Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Kirby Corporation operates a fleet of inland tank barges. KNIGHT HEALTH: $450MM Bank Debt Trades at 74% Discount ------------------------------------------------------ Participations in a syndicated loan under which Knight Health Holdings LLC is a borrower were trading in the secondary market around 25.9 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on December 23, 2028. The amount is fully drawn and outstanding. Knight Health Holdings LLC is a provider of a community-based acute and post-acute care, with 18 short-term acute care hospitals and 61 long-term acute care facilities across 25 states. KRONOS WORLDWIDE: Moody's Alters Outlook on 'B1' CFR to Negative ---------------------------------------------------------------- Moody's Investors Service has changed Kronos Worldwide, Inc. ("Kronos") and Kronos International Inc's outlook to negative from stable. At the same time, Moody's has affirmed Kronos' B1 Corporate Family Rating, B1-PD Probability of Default Rating and the B2 rating on the EUR400 million senior secured notes due 2025 issued by Kronos International Inc. Kronos' SGL-1 Speculative Grade Liquidity Rating remains unchanged. Affirmations: Issuer: Kronos Worldwide, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Issuer: Kronos International Inc. Senior Secured Regular Bond/Debenture, Affirmed B2 Outlook Actions: Issuer: Kronos Worldwide, Inc. Outlook, Changed To Negative From Stable Issuer: Kronos International Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE The negative outlook reflects Moody's view that Kronos' earnings and credit metrics will stay outside the rating boundaries for the next several quarters and a prolonged weakness in TiO2 demand poses risk to its strong liquidity profile, which is critical to maintaining the rating. Moody's will continue to monitor the evolving business conditions in Europe and evaluate the company's operational responses and financial prudence to safeguard its credit profile. The rating affirmation reflects Moody's expectation that Kronos will lower its operating costs and conserve liquidity under the currently unfavorable market conditions, and restore its earnings and credit metrics when TiO2 demand rebounds from the recent trough. Kronos' EBITDA decreased to near zero for the last three quarters due to a drastic destocking in TiO2 since mid-2022. Demand from paints, coatings and plastics industries remains soft in Q3 2023 due to a slowing economy in Europe and a lagging Chinese demand recovery. Given the reduced operating rates at close to 70% and high cost inventory, rolling twelve months EBITDA will hit multiyear low during 2023. As demand has been below historical norms for a number of quarters and destocking has largely cleared channel inventory, sales volumes should gradually improve. Lower energy costs compared to a year ago in Europe and cost reduction initiatives will also support an improvement in 2024 earnings. The rating reflects the company's relatively conservative financial philosophy. Kronos has maintained a strong liquidity profile, including a large cash balance of $169 million and $225 million undrawn revolver, almost equivalent to its EUR400 million outstanding notes at the end of June 2023. Cost-saving measures and reduction in capex to maintenance level will help it preserve liquidity and weather the current downturn, which is lasting longer than expected. Total debt remains adequate for Kronos' B1 CFR considering the cyclical nature of the TiO2 sector. The Euro notes have been the only outstanding debt at Kronos since 2017 and will be due in September 2025. Fundamentally, Kronos benefits from its sizable market share in the TiO2 industry, production facilities for both sulfate and chloride technologies, geographic diversity with operations in North America and Europe, about 30% back integration into key raw material ilmenite. However, the highly cyclical TiO2 industry has kept Kronos' financial performance volatile, including a propensity for cash consumption and significant increases in financial leverage during cyclical troughs. Exports of TiO2 out of China has a negative effect on western markets as China's chloride capacity comes online over time and property sector slows. In addition, the company is exposed to the increasing costs of major feedstocks including rutile and ilmenite for the 70% non-integrated portion of its business operation. Another key risk factor lies in the company's large exposure to Europe with high energy costs, weak demand and imports from China. Europe accounts for 65% of Kronos' TiO2 production capacity and 45% of its sales volume in 2022. Kronos' rating has factored in the environmental, social and governance considerations. The highly negative Credit Impact Score (CIS-4) is mainly driven by the governance risk associated with the elevated financial debt and concentrated ownership. The company also faces high risk exposure to the environmental regulation given the storage, application and disposal of chlorine and sulfuric acid, water and air emissions. Social risk exposure is high due to workplace safety related to its operation of TiO2 production facilities and two ilmenite mines in Norway, as well as potential issues from its mostly unionized workforce in Europe. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downgrade could be triggered by negative free cash flow in multiple quarters or less than $100 million of available liquidity. Upgrade is unlikely given the negative outlook. An upgrade would require a lower level of debt and more conservative financial policies, considering significant earnings volatility. Adjusted financial leverage below 2.5x and retained cash flow to debt above 20%, assuming mid-cycle TiO2 prices, would support an upgrade. Kronos Worldwide, Inc. (Kronos), headquartered in Dallas, TX, is a producer of titanium dioxide (TiO2) pigments and is the fifth largest producer of TiO2 in the world. As of June 30, 2022, Valhi Inc. (NYSE: VHI) directly held approximately 50% of KRO's outstanding common stock and NL Industries, Inc. (NYSE: NL, 83% owned by VHI), held an additional 31% of KRO's common stock. Approximately 92% of Valhi's stock is held by Contran Corporation. Kronos operates six plants (four in Europe operated under Kronos International Inc. (KII), one in the U.S., one in Canada) and reported revenues of $1,7 billion for the twelve months ended June 30, 2023. The principal methodology used in these ratings was Chemicals published in June 2022. LAKEVIEW ELECTRICAL: Oct. 19 Hearing on Disclosure Statement ------------------------------------------------------------ Judge James J. Robinson will convene a hearing to consider the approval of the Disclosure Statement of Lakeview Electrical Services, LLC will be held at U.S. Federal Courthouse, 1100 Gurnee Avenue, Anniston, Alabama 36201, on October 19, 2023 at 9:30 a.m. Oct. 4, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement. About Lakeview Electrical Services Lakeview Electrical Services, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-40006) on Jan. 3, 2023, with up to $50,000 in both assets and liabilities. Judge James J. Robinson presides over the case. Tameria S. Driskill, Esq., at Williams Driskill Huffstutler King, LLC represents the Debtor as counsel. LD CONSTRUCTION: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: LD Construction, Inc. 236 Mount Pleasant Lewistown, MT 59457-8020 Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court District of Montana Case No.: 23-40063 Debtor's Counsel: Gary S. Deschenes, Esq. DESCHENES & ASSOCIATES LAW OFFICES 309 1st Ave N Great Falls, MT 59401-2505 Tel: 406-761-6112 Email: gsd@dalawmt.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brian L. Larson as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2UILCCA/LD_CONSTRUCTION_INC__mtbke-23-40063__0001.0.pdf?mcid=tGE4TAMA LG TRUCKING: Unsecured Creditors Will Get 6% of Claims in Plan -------------------------------------------------------------- LG Trucking, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Alabama a First Plan of Reorganization for Small Business dated September 11, 2023. The Debtor is an entity that was organized on or around January 22, 2015 in Lee County, Alabama. The Debtor operates a timber harvesting, logging and/or trucking business in which the Debtor harvests timber from parcels of real property designated by a third-party and/or a timber buyer. The Debtor experienced financial hardship related, in part, to the negative economic impact of the shutdown caused by the COVID-19 Pandemic. During the shutdown and continuing for a period of time thereafter, the Debtor experienced a decrease in the demand for pulpwood presumably related to a decrease in the demand for products manufactured from pulpwood. The Debtor's revenue decreased during this time. As a result, the Debtor defaulted and/or became delinquent on certain obligations. In addition, the Debtor's cash receipts, from a certain source, were subjected, at least in part, to a garnishment supported by a judgment in a personal injury case in the amount of approximately $1,112,089.54 inclusive of court costs and interest. These events precipitated the filing of this bankruptcy case. The Debtor believes that it can successfully reorganize and/or restructure its debts and liabilities such that it can continue to operate its business. The Plan Proponent's financial projections show that the Debtor will have projected disposable income that is sufficient to pay creditors holding allowed secured and priority unsecured claims. To maintain a minimal level of liquidity and working capital to support a successful reorganization, this Plan provides for a small distribution to creditors holding non-priority unsecured claims, which distribution exceeds the amount that said creditors would receive under a liquidation. The Debtor will pay the claims within no more than 5 years of confirmation of the Plan. This Plan, under Chapter 11 of the Bankruptcy Code proposes to pay certain creditors of the Debtor, as provided for herein, from cash flow from future earnings. The Debtor intends to keep all assets as disclosed within its bankruptcy schedules. The Debtor does not intend to liquidate or dispose of any property; however, if disposition or liquidation of property becomes necessary for a successful reorganization, the Debtor will undertake such necessary disposition or liquidation. Class 4 consists of Non-priority unsecured creditors. The allowed unsecured claims total $1,121,834.14. Upon confirmation of this Plan, the creditors holding allowed non-priority unsecured claims will be paid a total distribution of approximately 6% of the amount of each respective claim as set forth in the chart, without interest, in installment payments, at the amount and with the frequency set forth in the chart, or until the claims are satisfied pursuant to the terms of this Plan. Once the unsecured claims are paid as provided in this Plan, the Debtor will be released from any and all further liability on the unsecured claims. The restructuring shall be effective as of the Effective Date, with payments to begin on the 5th day of the month following the Effective Date, and with all future payments being due on the 5th day of each month thereafter. The Debtor shall be allowed a 10-day grace period within which to remit monthly payments. The Debtor can satisfy the debt at any time without penalty or unaccrued interest. Upon payment and receipt of the final installment or amount specified in this Plan, the unsecured claims shall be deemed paid and satisfied in full. The Debtor will retain its personal property, subject to the encumbrances and liens thereon as provided herein, which will allow the Debtor to operate its business and pay its creditors from the future earnings derived from such operations. A full-text copy of the First Plan of Reorganization dated September 11, 2023 is available at https://urlcurt.com/u?l=Cju5kK from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Anthony B. Bush, Esq. The Bush Law Firm, LLC Parliament Place Professional Center 3198 Parliament Circle 302 Montgomery, AL 36116 Phone: (334) 263-7733 Facsimile: (334) 832-4390 Email: anthonybbush@yahoo.com abush@bushlegalfirm.com About LG Trucking LG Trucking, LLC, operates a timber harvesting or logging business in Lee County, Ala. LG Trucking sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ala. Case No. 23-80613) on June 9, 2023. In the petition signed by Grady Holmes, Jr., member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Anthony Bush, Esq., at The Bush Law Firm, LLC, is the Debtor's legal counsel. LIVIE AND LUCA: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized Livie and Luca LLC to use cash collateral on an interim basis in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to manage the administration of the Chapter 11 Case and support of the continuity of the Debtor's operations. Heritage Bank of Commerce, U.S. Small Business Administration, and Bedabox dba ShipMonk assert an interest in the Debtor's cash collateral. The Debtor has two consensual secured debts. The first is to Heritage pursuant to a loan from 2018. The loan has been gradually paid down and the current balance is approximately $262,252. Heritage has a blanket lien on the Debtor's assets pursuant to the relevant loan documents and a UCC-1 recorded with the California Secretary of State on June 8, 2018. Up to the month of filing the case, the Debtor was current on its debt to Heritage. The second secured debt is owed to the SBA pursuant to an EIDL loan provided in 2022 as part of the Covid-19 pandemic relief programs. The SBA has a blanket lien on the Debtor’s assets pursuant to the relevant loan documents and a UCC-1 recorded with the California Secretary of State on June 28, 2020. The SBA is owed approximately $498,000. In consideration for the use of the cash collateral, the Secured Parties will receive as adequate protection a post-petition replacement lien on all cash collateral generated post-petition to the same extent, validity and priority as the held as of the Petition Date. A continued hearing on the matter is set for October 4, 2023 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=xQKmnG from PacerMonitor.com. The Debtor projects net cash flow, on a monthly basis, as follows: $2,858 for September 2023; $1,767 for October 2023; $12,692 for November 2023; and $12,692 for December 2023. About Livie and Luca LLC Livie and Luca LLC is a California limited liability company. It is an online retailer of children’s footwear company. The Debtor was founded in 2007 on the principles of empowerment, creativity, and community involvement. The Debtor developed a customer-centered design process that has helped it achieve a customer retention rate of 59%. The Debtor is headquartered in Oakland, California, though its inventory is manufactured overseas. The Debtor sells its shoes via its own website (www.livieandluca.com) and via other online retail channels such as Amazon and Shopify. The inventory is located in the United States and the Debtor contracts with third-party logistics providers to store its inventory, ship its orders and handle any returns. When goods are sold through the Amazon or Shopify channels, those companies receive payment for the shoes directly from the customers and then forward payment to the Debtor after deducting amounts due from the Debtor to the particular retail channel. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-40991) on August 10, 2023. In the petition signed by Mitzi Rivas, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge William J. Lafferty, III oversees the case. Stephen D. Finestone, Esq., at Finestone Hayes LLP, represents the Debtor as legal counsel. MAISON DRAKE: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Maison Drake, LLC 155 National Place, Ste 105 Longwood, FL 32750 Business Description: The Debtor specializes in the retail, logistics, wholesalers & retail distributors areas. Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-03825 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Email: jeff@bransonlaw.com Total Assets: $74,058 Total Liabilities: $3,827,597 The petition was signed by David Lanxner as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZJIWQLA/Maison_Drake_LLC__flmbke-23-03825__0001.0.pdf?mcid=tGE4TAMA MARINER HEALTH: Committee Says Plan Can't Be Confirmed ------------------------------------------------------ The Official Committee of Unsecured Creditors objects to the Disclosure Statement for Mariner Health Central, Inc., et al.'s Joint Plan of Reorganization and the Debtor's Motion for an order approving Disclosure Statement, establishing procedures for solicitation and tabulation, and scheduling a hearing on Plan confirmation, and granting related relief. The Debtors have proposed a plan that cannot be confirmed as a matter of law, to be accompanied by a proposed Disclosure Statement that lacks sufficient information necessary for creditors to assess the Plan in an informed fashion. The Debtors have also proposed confirmation and balloting/solicitation procedures that are unreasonable, deficient, or otherwise inappropriate. The Committee has recently provided the Debtors with comments to the Disclosure Statement, Plan and the Solicitation Procedures and is hopeful that a consensual confirmation process will result from further discussions with the Debtors. The Committee points out that the debtors have not disclosed the names of the non-debtor affiliates contributing to the affiliate settlement. The Debtors' Disclosure Statement suggests that each facility subject to a settlement of claims is making some non-specific contribution to the applicable settlement. See Disclosure Statement, section IV.B. The Debtors, however, have not disclosed the amount that each such facility is contributing; nor have the Debtors included in the Disclosure Statement the identities of the non-facility Non-Debtor Affiliates that are contributing to the Affiliate Settlement. Although the Plan provides for creditors to opt out of the third-party releases contemplated under the Cash-Out Option when voting on the Plan, creditors are entitled to know, before voting on the Plan, whether the Debtors are attempting to use contributions by a few Non-Debtor Affiliates to benefit the entire Mariner enterprise, with the majority of Non-Debtor Affiliates contributing little to no amounts in exchange for full releases. The Committee further points out that the disclosure statement lacks clarity as to the scope of the releases being granted under the cash-out option. Under the Cash-Out Option, each class of voting claimants can either (i) vote to receive a pro-rata portion of a set amount set aside for such class, or (ii) opt for a smaller distribution, and instead retain claims against Non-Debtor Affiliates (the "Limited Cash Out Option"). See Disclosure Statement, section IV.B, Plan, section III.C. In either event, however, the Cash-Out Option is accompanied by broad releases from the Debtors, including claims of the Debtors and their estates that may otherwise be asserted for the benefit of third-party claimants, including the Non-Debtor Affiliates (the "Estate Claims and Causes of Action"). Moreover, the Committee asserts that the plan gerrymanders classes to the detriment of non-settling claimants and renders the plan unconfirmable. A number of the foregoing classes reflect a settlement that was consensually achieved by the Debtors and the applicable creditor class. The dollar amount contemplated for each of the other classes, however, was determined solely by the Debtors (and presumably, the Non-Debtor Affiliates) and their advisors, and the Disclosure Statement contains no information as to how those proposed amounts were determined or why they are appropriate. At the very least, the Debtors need to provide disclosure and analysis supporting their proposed distributions, particularly to the extent that non-settling creditors are being treated differently, and their proposed pro rata distributions under the Cash-Out Option are significantly lower, than those consensually agreed to. While it is not the Committee's desire to upset consensual settlements among the Debtors and their creditors in these cases, the Committee has grave concerns about non-debtors using the Plan process to effect settlements and obtain releases at the expense of creditors in these cases that have not yet, despite numerous attempts, reached settlements with the actual Debtors. The Committee believes that the disparate treatment of Claimants in non-settling classes unfairly discriminates against these subclasses of creditors in favor of others. Although these claimants can opt out of the Cash-Out Plan and continue to pursue certain of their claims directly, the Plan may limit their ability to benefit from others, as the Debtors will release the Estate Claims and Causes of Action against the Non-Debtor Affiliates (including non-contributing Non-Debtor Affiliates) on the Effective Date if the Cash-Out Plan treatment is confirmed. Put simply, the Non-Debtor Affiliates should not be able to benefit from releases based on unfair gerrymandering and isolation of particular Litigation Claimants. Such a structure violates Bankruptcy Code section 1125, rendering the Plan patently unconfirmable. According to the Committee, the plan is patently unconfirmable to the extent it violates the absolute priority rule. The Debtors describe the Affiliate Settlement as a part of a "New Value Contribution" that presumably is intended to circumvent the rule codified at Bankruptcy Code section 1129(b)(2)(B)(ii) that no holder of a claim or interest junior to the general unsecured claims class may "receive or retain under the plan on account of such junior claim or interest any property." The Disclosure Statement lacks any information explaining the absolute priority rule, the new value exception, or the reason that the funding parties satisfy that exception. To the extent the Debtors cannot satisfy the exception, the Plan is patently nonconfirmable. Attorneys for the Official Committee of Unsecured Creditors: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership Including Professional Corporations Ori Katz, Esq. Jeannie Kim, Esq. Four Embarcadero Center, 17th Floor San Francisco, CA 94111-4109 Telephone: (415) 434-9100 Facsimile: (415) 434-3947 E-mail okatz@sheppardmullin.com jekim@sheppardmullin.com - and - Natalie D. Ramsey, Esq. Jamie L. Edmonson, Esq. ROBINSON & COLE LLP 1201 N. Market Street, Suite 1406 Wilmington, DE 19801 Telephone: (302) 516-1700 Facsimile: (302) 516-1699 E-mail: nramsey@rc.com Jedmonson@rc.com - and - Rachel Jaffe Mauceri, Esq. ROBINSON & COLE LLP 1650 Market Street, Suite 3600 Philadelphia, PA 19103 Telephone: (215) 398-0556 Facsimile: (215) 827-5982 E-mail: rmauceri@rc.com About Mariner Health Central Atlanta-based Mariner Health Central, Inc. provides administrative, clinic and operational support services to skilled nursing facilities, including the 121-bed facility operated by Parkview Operating Company, LP. Mariner and its affiliates, Parkview Operating Company and Parkview Holding Company GP, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The cases were transferred to the U.S. Bankruptcy Court for the Northern District of California (Bankr. D. Del. Lead Case No. 22 41079) on Oct. 25, 2022. The Debtors estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge William J. Lafferty oversees the cases. The Debtors tapped Raines Feldman, LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware counsel; and SierraConstellation Partners, LLC as restructuring advisor. Lawrence Perkins, chief executive officer of SierraConstellation, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Robinson & Cole, LLP. Blanca E. Castro is the patient care ombudsman appointed in the Debtors' bankruptcy case. MARINER HEALTH: Disclosure Statement Omits Critical Information --------------------------------------------------------------- The People of the State of California objects to approval of the Disclosure Statement for Mariner Health Central Inc.'s Joint Plan of Reorganization. California points out that the Disclosure Statement omits critical information to allow creditors to make an informed decision. Although the entire chain of facilities of Mariner is almost entirely publicly funded and therefore is required to publicly post its financial statements, the Disclosure Statement itself fails to describe what money is available for reorganization, what is the source of the funds, how and in what entity are funds held and what is withheld from reorganization efforts and why. The Disclosure Statement utterly fails to disclose the relationship between the non-debtor affiliates and the Debtors, explaining neither how executive decision making is exercised nor how they are financially related. In this, two critical points of information are withheld. California further points out that what is known about these relationships raises questions about the Disclosure Statement's lack of explanation and the possible enforcement and efficacy of the proposed Plan. First, is the issue of the executive decision making. The executive decision-making authority for the non-debtor affiliates is made-up exclusively by the Debtors' profiling executive management group. A single employee of Debtor Mariner Health Central Inc., Linda Taetz, is the Chief Executive Officer of each and every non-debtor facility operating entity and its management company.' Thus, all decision making as to the non-debtors is performed by the same executives seeking to benefit from the reorganization. Second, the upstream entities in the Mariner chain, including specifically Mariner Health Central Inc., have centralized the banking and cash assets of the entire chain for years prior to filing. The non-debtor affiliates, if considered to be separate legal entities, are creditors of Mariner Health Central Inc. by Mariner Health Central Inc.'s holding of cash equity of the operating companies in amounts exceeding a hundred million dollars. The operating companies do not literally maintain their own banking but have had cash swept from their accounts for a decade into accounts controlled by Mariner Health Central Inc. which has been controlled by two executives, Kenneth Tabler and Devin Ehrlich. California asserts that the proposed reorganization provides no explanation as to where this money went nor what funds are actually within the control of the Debtors to be used for reorganization payments versus ongoing operations and payments to related vendors. According to California, in a very expensive investigation, the so-called Independent Director, Mr. Barbarosh, performed an investigation of Fundamental Administrative Services. Yet nothing is disclosed about what was found in the investigation, nor does the Disclosure Statement explain why accounting services that apparently failed to account for fifty million dollars in equity loss, deserved compensation in amounts in excess of a million dollars a month. California points out that looming large in the face of these questions are provisions in the Plan of Reorganization at pages 59, 73 and 74, that release Debtors from all "intercompany transfers" and affirmance of intercompany agreements at the discretion of Debtors. What were these transfers and agreements? By the publicly available CMS financial statements this amounts to a release of Debtors for over a hundred million dollars of equity removed from the non-debtor operating companies. Counsel for the People of the State of California: Jeffrey S. Rosell, Esq. District Attorney of Santa Cruz County Douglas B. Allen, Esq. Assistant District Attorney 701 Ocean Street, Suite 200 Santa Cruz, CA 95060 Tel: (831) 454-2930 Fax: (831)454-2227 E-mail: Douglas.Allen@santacmzcountv.us About Mariner Health Central Atlanta-based Mariner Health Central, Inc. provides administrative, clinic and operational support services to skilled nursing facilities, including the 121-bed facility operated by Parkview Operating Company, LP. Mariner and its affiliates, Parkview Operating Company and Parkview Holding Company GP, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The cases were transferred to the U.S. Bankruptcy Court for the Northern District of California (Bankr. D. Del. Lead Case No. 22 41079) on Oct. 25, 2022. The Debtors estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge William J. Lafferty oversees the cases. The Debtors tapped Raines Feldman, LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP, as local Delaware counsel; and SierraConstellation Partners, LLC, as restructuring advisor. Lawrence Perkins, chief executive officer of SierraConstellation, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Robinson & Cole, LLP. Blanca E. Castro is the patient care ombudsman appointed in the Debtors' bankruptcy case. MARINER HEALTH: Proposed Plan's Funding Missing ----------------------------------------------- Creditors Alyssa Doe and Jeff Doe (together, the "Doe Claimants"), who timely filed Proof of Claim No. 75 on January 20, 2023, and who are the sole creditors in Class 12A of the proposed Mariner Health Central, Inc., et al.'s Joint Plan of Reorganization, object to the proposed Disclosure Statement for Debtors' Joint Plan of Reorganization and the motion seeking approval thereof. The Doe Claimants join and adopt the other objections that have been filed to the Disclosure Statement and the Approval Motion, including those by the U.S. Trustee, the People of the State of California, and the Committee. Under the Debtors' proposed Plan, the Doe Claimants are the sole members of Class 12. See Plan Ex. A (specifying the Doe Claimants as the sole members of Class 12, and offering a "Cash-Out Option with Releases" of $100,000 – less than 2% of the $8,525,500 total of "Proposed Distribution Amounts"). The Disclosure Statement identifies Class 12 as "Impaired" and "Entitled to Vote." Disclosure Statement at 13 of 77 & 28–29 of 77. The Doe Claimants are given the option to either: (i) accept $100,000 (to be paid out over multiple years) and release essentially everyone, or (ii) continue to pursue "the Non-Debtor Affiliates outside the Chapter 11 Cases" and receive "a Pro Rata Share of the MHC Fund," which will be increased by $5,000. In the event the Doe Claimants select the second option, the Disclosure Statement represents that the Plan "would not preclude [them] from pursuing any claims [they] may have against the NonDebtor Affiliates outside the Chapter 11 Cases. Doe Claimants points out that the key details of the proposed Plan's funding and anticipated operation are missing from the Disclosure Statement. Both the Plan and the Disclosure Statement refer repeatedly to an "Affiliate Settlement," which is purportedly the source for the majority of proposed distributions under the Plan – without identifying the actual parties to or claims resolved by such settlement. The introduction to the Disclosure Statement explains: The Plan Proponents believe that the Plan's Cash-Out Option maximizes values to these Estates by … settling certain Estate Causes of Action against Non-Debtor Affiliates, Officers and Directors, and related NonDebtor Released Parties resulting in substantial financial contributions to the Plan for Distribution to Creditors (as defined in the Plan, the "Affiliate Settlement") ... . A later section of the Disclosure Statement entitled "The Affiliate Settlement" refers to "various potential Estate Causes of Action," including (but apparently not limited to) "veil piercing, substantive consolidation, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, fraudulent transfer and preference claims." Yet nowhere does the Disclosure Statement indicate which entities hold these claims and which entities are potential defendants. Nor is there any description of the scope of any release(s). Doe Claimants further points out that the proposed Disclosure Statement is similarly opaque as to the Plan's treatment of equity interests in the Debtors. The Court recognized in the Injunction Decision that "creditors in these cases may well be able to block the confirmation of any plan that fails to pay them in full while retaining existing ownership," which the Court described as "a very complex issue considering the structure of the debtors and non-debtor affiliates family of companies." Injunction Decision at 23–24 (citing 11 U.S.C. sections 1129(b)(2)(B)(i), (ii), which embody the absolute priority rule). Yet the Disclosure Statement's sole engagement with this issue boils down to two sentences: With respect to the fair and equitable requirement, no Class under the Plan will receive more than 100% of the amount of Allowed Claims or Interests in that Class. Further, no Class lower in priority than the Class receiving less than 100% will receive any Distribution under the Plan on account of such Claim or Interest in such Class. Notably, by confining the second sentence to whether anyone will "receive" anything on account of equity interests, the Debtors elide the actual statutory requirement, which is that equity cannot "receive or retain" anything under the plan. 11 U.S.C. section 1129(b)(2)(B)(ii) (emphasis added). Bankruptcy Counsel to Alyssa Doe and Jeff Doe: Robert J. Pfister, Esq. Samuel M. Kidder, Esq. KTBS LAW LLP 1801 Century Park East, 26th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 E-mail: rpfister@ktbslaw.com skidder@ktbslaw.com About Mariner Health Central Atlanta-based Mariner Health Central, Inc. provides administrative, clinic and operational support services to skilled nursing facilities, including the 121-bed facility operated by Parkview Operating Company, LP. Mariner and its affiliates, Parkview Operating Company and Parkview Holding Company GP, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The cases were transferred to the U.S. Bankruptcy Court for the Northern District of California (Bankr. D. Del. Lead Case No. 22 41079) on Oct. 25, 2022. The Debtors estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge William J. Lafferty oversees the cases. The Debtors tapped Raines Feldman, LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware counsel; and SierraConstellation Partners, LLC, as restructuring advisor. Lawrence Perkins, chief executive officer of SierraConstellation, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Robinson & Cole, LLP. Blanca E. Castro is the patient care ombudsman appointed in the Debtors' bankruptcy case. MARINER HEALTH: UST Says Plan Disclosures Inadequate ---------------------------------------------------- Tracy Hope Davis, United States Trustee for Region 17 (the "UST") files this objection and reservation of rights with respect to Mariner Health Central, Inc.'s disclosure statement for the joint plan of reorganization filed on August 8, 2023 and the Debtors' motion for an order approving solicitation and tabulation procedures for the Disclosure Statement and Plan. The U.S. Trustee objects to the approval of the Disclosure Statement because it does not meet the requirements of Section 1125 of the Bankruptcy Code: * First, the Plan's third-party release may conflict with Ninth Circuit law. Specifically, the Plan's definition of a Non-Releasing Claimant excludes creditors who, for whatever reason, do not submit a ballot. The release may thus bind these creditors without their affirmative consent. The Plan should be amended to provide that creditors and interest holders would be bound by the release only if they affirmatively vote to grant the release. * Second, the Disclosure Statement fails to provide adequate information in several important respects. Notably, the Disclosure Statement does not: a. adequately address the factual and legal bases for granting discharges if the Litigation Only Alternative is confirmed (which would lead to an apparent liquidation). b. disclose the identity or affiliations of the Litigation Trustee or include the Litigation Trust Agreement. Because the Plan tasks the Litigation Trustee with liquidating the Debtors' assets under the Litigation Only Alternative (as opposed to a Chapter 7 trustee), this information is highly relevant to creditors' assessment of the Plan. c. adequately address whether the Plan would subject quarterly fees under 28 U.S.C. Sec. 1930(a)(6) to an allowance procedure. By virtue of the Plan's inclusion of quarterly fees in the definition of "Administrative Claim," the Plan may require the UST to file a request for payment of unpaid fees. d. adequately address the payment of interest on unpaid quarterly fees or the payment of quarterly fees if a case is reopened after entry of a final decree. e. adequately address the filing of post-confirmation quarterly reports. To the extent that the Debtors fail to address these deficiencies, the U.S. Trustee reserves her rights to object to confirmation of the Plan, and to object to any subsequently filed amended plan or disclosure statement filed prior to the hearing. * Finally, as proposed in the Solicitation Procedures Motion, the Debtors appear to seek authorization to deem impaired classes to have accepted the Plan if no holders of a claim in a particular class vote on the Plan. Because this request is inconsistent with 11 U.S.C. Sec. 1126, it should be denied. About Mariner Health Central Atlanta-based Mariner Health Central, Inc., provides administrative, clinic and operational support services to skilled nursing facilities, including the 121-bed facility operated by Parkview Operating Company, LP. Mariner and its affiliates, Parkview Operating Company and Parkview Holding Company GP, LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 22-10877) on Sept. 19, 2022. The cases were transferred to the U.S. Bankruptcy Court for the Northern District of California (Bankr. D. Del. Lead Case No. 22 41079) on Oct. 25, 2022. The Debtors estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million as of the bankruptcy filing. Judge William J. Lafferty oversees the cases. The Debtors tapped Raines Feldman, LLP, as general bankruptcy counsel; Pachulski Stang Ziehl & Jones, LLP as local Delaware counsel; and SierraConstellation Partners, LLC as restructuring advisor. Lawrence Perkins, chief executive officer of SierraConstellation, serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC, is the claims and noticing agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Robinson & Cole, LLP. Blanca E. Castro is the patient care ombudsman appointed in the Debtors' bankruptcy case. MASTEC INC: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on August 24, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by MasTec, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Coral Gables, Florida, MasTec, Inc. is a specialty contractor operating across a range of industries. MED PARENTCO: S&P Alters Outlook to Positive, Affirms 'CCC+' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on optical retailer MED ParentCo L.P. (operating as MyEyeDr.) to positive from negative to reflect the possibility of an upgrade within the next 12 months and affirmed the CCC+ issuer and issue-level ratings. The positive outlook reflects the potential for a higher rating if performance continues to improve leading S&P's to believe the company can fund its capital expenditures (capex), debt payments, and delayed acquisition payments with operational cash flows. The positive outlook reflects the company's improved operating margins and cash flow as it has worked through the integration of past acquisitions. Through the first half of 2023, the company extended its revolving credit facility and made significant improvements in optimizing its labor and fixed-cost leveraging as well as reducing capital spending. As a result, its S&P Global Ratings-adjusted EBITDA margin improved to 18.5% in the first two quarters of 2023 compared to 12.5% in 2022. S&P said, "Our base case forecast projects mid-single-digit revenue growth over the next two years with the company continuing to make improvements to its cost structure as its delayed acquisition payments roll off. Furthermore, we project S&P Global Ratings-adjusted leverage will continue to improve from 12.2x at the end of 2022. At the end of the second quarter, leverage improved to 8.7x on a trailing 12-month (TTM) basis and interest coverage improved to 1.4x compared to 1.0x in the second quarter of last year. Funds from operations/debt improved to 4% from less than 1% in the second quarter of last year as well. We forecast the company will generate modestly positive FOCF on a reported basis in 2023, excluding the the deferred acquisition bonus and milestone payments." The company's improved financials are underpinned by labor optimization and the continued rolling off of delayed acquisition payments. MED ParentCo has focused on optimizing its labor and staffing levels in order to maximize the services it can offer and customers it can serve. This optimization is forecast to bring down the cost of optometrist services to about 15% of revenue, compared to 16.6% last year. S&P said, "Furthermore, we believe the company has room to further lower this expense as well as its office labor expense. MED has historically grown rapidly through debt-funded acquisitions that have constrained EBITDA generation and led to substantially high S&P Global Ratings-adjusted leverage. However, we believe the company will continue to hold off on new acquisitions and focus on integration of past acquisitions and operational improvements in the near term. Although we expect leverage to remain high for the next two years, we believe this metric will improve due to the company's improvements in operating margins." S&P said, "We expect negative net cash flow over the next two years as a result of the delayed acquisition obligations. As a result of past acquisitions, the company has substantial delayed payment obligations of about $65 million 2023 and $49 million in 2024. Absent further acquisitions, the obligations decline substantially in 2025 and we expect significant margin expansion as these costs roll off. The company has about $35 million of total delayed acquisition payments remaining in 2023. We expect about $20 million to be expensed on the company's income statement with the remaining $15 million reported on the cash flow statement. "Despite the improved performance, we do not believe the company's operating cash flows will cover the delayed payment obligations. As a result, we expect the company's cash balance to decline over the next two years, and that the risk of a draw on the revolver is still present. The company had $30 million in cash as of June 30, 2023. If the company continues to improve performance such that its cash balance declines less than our base case, we would likely revise our forecast upward. "The positive outlook on MED ParentCo reflects the possibility that we could raise the rating if MED continues to improve its cash flow and interest coverage metrics such that we believe it will not be dependent on its revolver over the next 12 months." S&P could revise the outlook to stable or lower its rating on MED ParentCo if: -- S&P did not believe operating performance after the acquisition integrations would improve to levels that support the company's existing capital structure, increasing the likelihood of a default, or restructuring that it would view as tantamount to default; or -- S&P anticipates its liquidity will deteriorate such that it will be unable to maintain sufficient headroom under its financial covenant or its liquidity sources decline materially. S&P could raise its rating on MED ParentCo if: -- Operating margins and performance continue to improve; and -- S&P believed it would be able to fund capex and make acquisition and debt payments with operational cash flows. Governance is a moderately negative consideration, as is the case for most rated entities owned by private-equity sponsors. S&P said, "We believe MED ParentCo L.P.'s highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. We have revised down our view of the company's strategic positioning given the pace of acquisition integrations and our overall view that the company has not yet grown into its capital structure." MEDCOMP SCIENCES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: MedComp Sciences, LLC 20203 McHost Road Zachary, LA 70791 Business Description: MedComp Sciences owns and operates a medical and diagnostic laboratory. Chapter 11 Petition Date: August 22, 2023 Court: United States Bankruptcy Court Middle District of Louisiana Case No.: 23-10554 Debtor's Counsel: Ryan J. Richmond, Esq. STERNBERG, NACCARI & WHITE, LLC 450 Laurel Street Suite 1450 Baton Rouge, LA 70801 Tel: (225) 412-3667 Fax: (225) 286-3046 Email: ryan@snw.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Brad Schaeffer as authorized representative. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TE67YVA/MedComp_Sciences_LLC__lambke-23-10554__0002.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SZA447Y/MedComp_Sciences_LLC__lambke-23-10554__0001.0.pdf?mcid=tGE4TAMA MEDIAMATH HOLDINGS: Infillion Closes Deal to Acquire Assets ----------------------------------------------------------- Infillion, an advertising technology and solutions company that owns and markets premium adtech products TrueX, NeXt, and InStadium, along with martech solutions including Gimbal location technology, Analytiks.ai and Phonic.ai, on Sept. 14 announced the closing of its acquisition of the assets of adtech pioneer MediaMath. "MediaMath was a pioneer in programmatic advertising and is still a critical part of the interconnected adtech ecosystem. We believe the strategic value of MediaMath's global distribution throughout the modern adtech landscape has been underappreciated and was far too important to disappear. Contrary to the prevailing narrative, MediaMath had a strong business with very loyal customers. In 2022, MediaMath had over $500M of Gross Ad Spend, over $100M of Net Revenue and was EBITDA positive. The company filed for bankruptcy not because of issues with its technology or its core business, but because its debt load eventually became too large to service. Infillion has a strong balance sheet, with differentiated products that, when integrated within the broader MediaMath ecosystem, can drive real value for our customers. The combined company has a very compelling value proposition, and we expect to see significant revenue synergies and growth as we integrate our platforms," said Rob Emrich, Executive Chairman and Founder of Infillion. According to comScore, the global programmatic advertising market will top $148 billion in 2023. As the first demand-side platform (DSP) defining programmatic, MediaMath's history is that of scalable innovation, representing the most advanced marketers, for well over a decade. MediaMath's founder and former CEO Joe Zawadzki, who is currently a General Partner at AperiamVentures and chairman of FxM, shared, "I, along with the extended AperiamVentures team, portfolio and partners, are delighted to see MediaMath under new ownership, with a commitment to the people, partners, and platform that made it special." Today, Infillion offers high-impact products, like TrueX, that drive attention and performance via unique ad formats through its direct integration with premium CTV publishers. "The acquisition of MediaMath's assets and IP goes beyond the purchase of a DSP. We see it as an opportunity to increase the distribution of our closed-loop location attribution technology and a way to open our advanced media buying platform and products-traditionally offered as a managed service-to new customers. With MediaMath, we will continue to deliver the innovation that our agency and advertiser partners have come to expect from us," added Emrich. Infillion encourages former employees, clients, and partners of MediaMath who are interested in future opportunities to reach out to the company directly at mediamath@infillion.com. About Infillion Infillion -- https://www.infillion.com/ -- is an advertising technology and solutions company that has built the most advanced media buying platform in the digital advertising industry - offering CTV, value-exchange products, including TrueX, premium-rich media and display, live fan experiences, location technology and first-party data via its Gimbal commerce business. Infillion serves brands of any size, publisher partners, and media-buying agencies in the world with campaigns for clients such as Amazon, Microsoft, Bank of America and T-Mobile, and works with more than 200 publishers, including A&E, Roku Audacy and FOX. Infillion's advertising solutions offer unparalleled engagement and scale, premium inventory, award-winning creative and superior targeting and measurement, all unconstrained by walled gardens. Infillion's mission is to advance the $700 billion digital advertising industry by improving user experiences and by providing high-attention ad formats and services that respect consumers' time, attention and privacy. About Mediamath Holdings MediaMath Holdings, Inc., develops and delivers digital advertising media and data management technology solutions to advertisers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10882) on June 30, 2023. In the petition signed by Neil Nguyen, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. As of the Petition Date, the Debtors had about $95 million of first lien funded debt. Judge Laurie Selber Silverstein oversees the case. The Debtors tapped YOUNG CONAWAY STARGATT & TAYLOR, LLP as legal counsel, FTI CONSULTING, INC. as financial advisor, and EPIQ CORPORATE RESTRUCTURING, LLC as claims and restructuring agent. MEDICAL PROPERTIES: S&P Alters Outlook to Neg., Affirms 'BB' ICR ---------------------------------------------------------------- S&P Global Ratings revised the outlook to negative from stable and affirmed all its ratings on Medical Properties Trust Inc., including the 'BB' issuer credit rating and 'BB+' rating on its senior unsecured notes. The negative outlook reflects looming debt maturities and associated refinancing risk and liquidity pressure. The execution and timing around refinancing and debt repayment could pressure S&P's view of liquidity or the company's fixed-charge coverage (FCC) ratio. Material upcoming debt maturities threaten to pressure Medical Properties Trust's liquidity position. Starting in 2025, it has more than $1.4 billion of debt due in each of the next three years through 2027. While the company's current liquidity position is adequate due to more modest debt maturities in 2023 and 2024, with proceeds from asset sales earmarked for debt repayment, it may come under significant pressure beginning in 2025. The company's cost of capital on both the debt and equity side has come under tremendous pressure over the past two years as bond spreads have substantially widened while the stock price has declined more than 70% from its peak. Though S&P believes the company could refinance upcoming maturities, it will likely be at significantly higher interest rates than in-place debt, pressuring its FCC ratio over time. The company has historically demonstrated the ability to generate significant proceeds from the sale of assets, which eases refinancing concerns slightly. In 2022, Medical Properties Trust generated almost $2.2 billion of net proceeds from asset sales and sold slightly under $500 million through the first half of 2023. The company has additional transactions expected to close during the second half, including the sale of its remaining Australian facilities and three Prospect Medical Holdings Inc. facilities in Connecticut, which would largely cover its 2023 and 2024 debt maturities. Medical Properties Trust has indicated it will continue to explore asset sales and joint venture opportunities to repay debt, though the amount and timing, with potential regulatory hurdles, is unclear. Medical Properties Trust's recent announcement that it will cut its dividend almost 50% should save approximately $350 million cash per year, a positive step to preserving liquidity. However, one of the company's primary sources of liquidity is its $1.8 billion revolving credit facility that matures in June 2026, with an option to extend for an additional year. As of June 30, 2023, the revolver had $1.21 billion drawn. The company has also continued to invest capital in its tenants and on acquisitions. Thus far in 2023, Medical Properties Trust invested $140 million in connection with Steward's asset-backed credit facility (the company has since sold $105 million of its interest to a global asset manager), advanced $50 million to Steward in connection with a redevelopment project, agreed to provide up to a $75 million loan to Prospect in connection to its recapitalization plan (of which $25 million has been funded), and paid $235 million for acquisitions and other related investments. Though Steward's trailing-12-months earnings before interest, taxes, depreciation, amortization, rent, and management fees (EBITDARM) rent coverage is solid, Medical Properties Trust has continued to provide it with capital. Additional capital to support tenants or for further acquisitions loom as a risk to liquidity along with the potential for unpaid rent or rent cuts for struggling tenants. Medical Properties Trust's leverage has remained elevated while its FCC ratio could be pressured over the next few years. As of June 30, 2023, S&P Global Ratings-adjusted debt to EBITDA was 8.8x, an increase from 8.3x a year prior and 8.7x at year-end 2022. While the company has slowed its acquisition volume, revenue and EBITDA have been constrained by uncollected rent, particularly from Prospect. Per its own calculations, adjusted net debt to adjusted annualized EBITDAre was 6.8x as of June 30, 2023. This is above its stated leverage target of 5x-6x. S&P Global Ratings-adjusted metrics include an adjustment for straight-line rent (removed from revenue and EBITDA), lease liabilities (added to debt), and the company's pro rata share of unconsolidated joint ventures, which in addition to the trailing-12-months calculation contributes to the difference with Medical Properties Trust's annualized metric. The company's slower pace of acquisitions combined with its plan to use proceeds from dispositions to repay debt will help to reduce leverage, but largely offset by further uncollected rent and funds used to support tenants. Therefore, we expect leverage to improve only modestly over the next 12 months. The company's S&P Global Ratings-adjusted FCC ratio was 2.8x as of June 30, 2023, a decline from 3.3x a year prior due to a combination of lower EBITDA and higher interest expense from higher interest rates and increased revolver usage. Medical Properties Trust's weighted-average interest rate was just 3.93% as of June 30, 2023, but it would likely issue new debt at much higher rates. While FCC is not likely to decline over the near term as the company uses proceeds from asset sales to repay 2023 and 2024 debt maturities, the mix of asset sales and debt refinancing for 2025 maturities and beyond could put significant pressure to the company's FCC ratio. The negative outlook reflects the company's looming debt maturities and associated refinancing risk and liquidity pressure. The execution and timing around refinancing and debt repayment could pressure our view of liquidity or the company's FCC ratio. S&P could lower the rating on Medical Properties Trust if: -- It does not address upcoming debt maturities within the next six months such that our view of its liquidity position is pressured; -- Its exposure to struggling tenants increases, perhaps as a result of continued pressure for hospital operators, with leverage remaining near current levels; or -- S&P Global Ratings-adjusted debt to EBITDA increases to and is sustained above 9.5x or its adjusted FCC ratio declines below 1.9x. S&P could also lower the issue-level ratings on Medical Properties Trust's unsecured notes if our estimate of recovery prospects for bondholders decreases below 70%. S&P could revise its outlook on Medical Properties Trust to stable if: -- It demonstrates the ability to raise capital in a leverage-neutral manner, proactively manages its upcoming debt maturities, and shores up its liquidity position; -- S&P Global Ratings-adjusted debt to EBITDA remains below 9x with its adjusted FCC ratio above 2.1x; and -- There are no additional material tenant disruptions or concerns around tenant health. MEG ENERGY: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable ------------------------------------------------------------- Fitch Ratings has upgraded the Long-Term Issuer Default Rating (IDR) of MEG Energy Corporation to 'BB-' from 'B+'. Fitch has affirmed the rating for the company's senior unsecured notes at 'BB-'/'RR4'. The Rating Outlook is Stable. MEG's ratings reflect its improving credit metrics, material gross debt reduction and improved visibility on additional debt reductions over the next few quarters, below average refinancing risk with no bond maturities until 2027 and abundant liquidity. The ratings also reflect Fitch's expectation that the company will generate positive FCF over the forecast, as well as continued improvement in transport logistics that should lead to higher realized prices, and an improving cost structure. This is offset by significant exposure to potentially wide and volatile West Texas Intermediate (WTI) and Western Canadian Select (WCS) spreads, which have been seen in the past; lack of diversification; and higher capex uncertainty around the long-term spending needed to meet emissions reduction commitments with exposure to a challenging regulatory environment managed by the Alberta and federal government in Canada. The Stable Outlook reflects MEG's conservative financial profile, with positive FCF primarily used to reduce debt, and solid liquidity profile. Per Fitch's Corporates Recovery Rating and Instrument Ratings Criteria, the unsecured notes rating will be equalized to the IDR at the 'BB-' rating level. KEY RATING DRIVERS Strengthening Credit Metrics: Fitch expects continued improvement in 2023 and 2024 due to higher oil prices, tighter differentials and debt reduction. MEG is prioritizing its stated strategy of using 50% of FCF to repay debt. In 2022, the company reduced debt by approximately USD1.0 billion (CAD1.3 billion) with a further USD126 million (CAD171 million) reduction in 1H23. The next maturity is the senior unsecured bonds in 2027. Fitch believes that the company has the capacity to continue to reduce debt through the expected positive FCF over Fitch's forecast. In addition, MEG has sufficient liquidity with an undrawn CAD600 million revolver and CAD66 million in cash at 2Q23. Balanced Debt and Distribution Strategy: Fitch expects debt repayment to remain a priority for the remainder of 2023 and into 2024 as MEG is expected to achieve its USD600 million net debt target in 2024. Once MEG achieves its stated financial strategy, MEG is expected to shift to 100% of FCF to shareholder returns being in the form of share buybacks and potentially a small dividend. Increased Exposure to Global Markets: Fitch anticipates MEG will continue to increase the portion of its production that receives global pricing through the U.S. Gulf Coast (USGC) and Trans Mountain Pipeline expansion (TMX) pipeline once it comes online in 2024, both of which provide a premium compared to the Western Canada market. MEG currently has 100,000 barrels of oil per day (bbl/d) of committed capacity on the Flanagan South/Seaway pipeline that transports crude to the USGC. Apportionment on Flanagan South pipeline was 6% in 1H23, up slightly compared to 5% for 2022. However, due to additional egress capacity out of Western Canada, this has decreased materially compared to the 42% apportionment seen during 2021. This apportionment is expected to trend lower through the forecast, which should allow for a higher realized price. The USGC market has an approximate USD2.00/bbl - USD3.00/bbl premium to the Western Canadian market after transportation costs in the current pricing environment. In addition, the TMX project is expected to be in-service in 2024 which is expected to further increase pipeline egress capacity with MEG having 20,000bbl/d of committed capacity which will provide tidewater access with connectivity to eastern Asia and the U.S. West Coast. Following TMX coming in-service, MEG is expected to have market exposure with total blend sales volume of approximately 65% to the USGC, 15% to the West Coast, and the remaining approximately 20% to Edmonton/U.S. Midwest. Tighter WCS Differentials: WCS differentials have tightened considerably YTD, declining from just under USD25/bbl in Q123 to the USD11/bbl-USD13/bbl range mid-year before re-widening to above USD18/bbl in October. Quality differences linked to demand for competing sour and heavy grades are likely to continue to be the key driver of the differential, as congestion risk decreased following the 2021 expansion of Line 3 (+390,000 bpd) and should decrease further pending the completion of the TMX expansion (+590,000 bpd). TMX is expected to be in-service in 2024 and has experienced numerous delays due to entrenched social and environmental opposition. Pipeline delays were a key factor in the collapse in WCS differentials in the fall of 2018, which led to the need for quotas. As stated above, additional delays in new capacity could cause the return of quotas, create additional project deferrals and increase reliance on rail to move product. Uncertain Environmental Spending: There is still meaningful uncertainty over long term spending associated with the Pathways Alliance, which aims to achieve net zero scope 1 and 2 emissions for oil sands producers through carbon capture, utilization, and storage (CCUS) and other technologies by 2050. Current consortium spending is projected at CAD24.1 billion by 2030. Uncertainties remain regarding the proposed federal tax credit for the CCUS, the extent (if any) of provincial incentives, and possible future revisions in project costs. Fitch anticipates spending will ramp up as projects move to more advanced construction phases. Canada is a more demanding jurisdiction in terms of climate policy, as Canadian carbon tax is set to grow to CAD170/tonne from CAD65/tonne between 2023 and 2030. DERIVATION SUMMARY MEG is a concentrated oil sands producer with 100% of production in Canada. Baytex Energy Corp. (B+/Positive) and Vermilion Energy Inc. (BB-/Stable) are predominately Canadian producers with production of 87.0 thousand barrels of oil equivalent per day (mboed) (84% liquids) and 85.0mboed (54% liquids) respectively, both of which are less than MEG's production of 110.8mboed (100% liquids) at 4Q22. Fitch expects MEG's annual production to be in the 100.0mboed to 103.0mboed, range throughout the forecast. MEG has a higher oil cut and larger proved reserve base of 1.2 billion boe, which is materially higher than Baytex's reserves base of 264 million boe and Vermilion's 313 million boe. In addition, MEG has no near-term financing risk, is not expected to borrow under its CAD600 million revolver in the near term, and has a covenant-lite revolver that is not subject to a borrowing base redetermination. MEG's gross debt reduction has been meaningful to date and is expected to achieve its net debt target of USD600 million in 2024 which would be in line with Baytex and Vermilion's debt level. Baytex's next bond maturity is April 2027, and approximately 90% of its credit facility was drawn at 2Q23 following the Ranger acquisition. MEG's netbacks are higher than its peers at CAD26.4/boe, which is 100% heavy-oil exposed. Baytex has a diverse asset base which provides exposure to Canadian heavy and light oil and the relatively price-advantaged Eagle Ford shale in Texas, contributing to a cash netback of CAD23.7/boe. Similarly, Vermilion benefits from exposure to higher priced international oil and natural gas indices at CAD22.2/boe for 2Q23. MEG's diversification is low as it is a single-play oil sands producer. This leads to significant exposure to potentially volatile WTI-WCS price differentials, in addition to the lack of integration, particularly in relation to larger Canadian oil sands operators such as Cenovus Energy Inc. (BBB/Stable), Suncor Energy Inc. (BBB+/Stable), and Canadian Natural Resources Limited. Despite its lack of diversification, MEG has substantial proved and probable reserves and has the ability to greatly expand capacity if industry conditions are favorable. Relative to U.S. peers, MEG has a longer reserve life of greater than 30 years of PDP reserves, a shallower decline rate of 10%-15% which results in lower capex spend to sustain production, which is offset by higher production costs given additional steam and processing requirements, resulting in lower cash netbacks. KEY ASSUMPTIONS - Base case WTI oil prices of USD75/bbl in 2023, USD70 in 2024, USD65 in 2025, USD60 in 2026, and USD57 thereafter; - WCS differential of USD15/bbl in 2023, which edges down to the USD13.50-USD14/range over the remainder of the forecast; - Production growth in the low single digits over forecasted period; - Increase in blended sales receiving global pricing; - 2023 capex of CAD475 million which decreases to CAD450 million for the remainder of the forecast; - The revolver is refinanced in 2026; - Net debt of USD600 million achieved in 2024 with 100% of FCF allocated to shareholder returns thereafter. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Production growth resulting in average daily Bitumen production sustained above 150,000 bbl/d; - Improving relative cash netbacks through lower and sustainable operating costs; - Improved outlook on realized prices and differentials; - Mid-cycle EBITDA Leverage sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Change in financial policy that weakens expected credit metrics or inability to reach the USD600 million net debt target; - Material reduction in liquidity or inability to access debt capital markets; - Mid-cycle EBITDA Leverage sustained above 3.0x; - Prolonged dislocation in WTI-WCS differentials. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: MEG had CAD66 million of cash on hand as of June 30, 2023. The credit facility consists of a CAD600 million revolver (undrawn) and a CAD600 million LOC facility (CAD433 million in LOC's utilized) with Export Development Canada, both mature on Oct. 31, 2026. There is no financial maintenance covenant unless the revolver is drawn in excess of 50%, which would trigger a first-lien net debt/EBITDA covenant of 3.5x or less. On June 30, 2023, only two notes remain, a 7.125% senior unsecured note with outstanding balance of CAD601 million and a 5.875% senior unsecured note with outstanding balance of CAD794 million. The notes mature in February 2027 and February 2029 respectively. ISSUER PROFILE MEG is a Canadian oil sands producer focused on sustainable in situ oil development. Its production was approximately 95,338 boepd in 2022. The company owns a 100% interest in 410 square miles of oil sands leases in the Athabasca oil sands region of Alberta, including a steam-assisted gravity drainage oil sands development in Christina Lake. ESG CONSIDERATIONS MEG Energy Corp. was assigned an ESG Relevance Score of '4' for GHG Emissions & Air Quality, which reflects the more stringent regulatory environment for O&G producers in Canada with regards to emissions, as well as the above-average GHG emissions profile associated with oil sands due to the additional extraction and upgrading processes associated with production. The '4' also reflects uncertainties around the level of long-term investment to achieve emissions targets. While MEG Energy has a relatively favorable emissions profile among SAGD oil sands peers based on its low SOR, producers in the space nonetheless may be more likely to be targeted by activists and regulators given their prominence, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- MEG Energy Corp. LT IDR BB- Upgrade B+ senior unsecured LT BB- Affirmed RR4 BB- MERIDIEN ENERGY: Seeks to Extend Plan Exclusivity to September 17 ----------------------------------------------------------------- Meridien Energy, LLC asks the U.S. Bankruptcy Court for the Eastern District of Virginia to extend its exclusive periods for filing a Chapter 11 Plan and for soliciting acceptances thereof to September 17, 2023 and October 17, 2023, respectively. The Debtor claims that it has made substantial progress in administering its Chapter 11 case and has negotiated in good faith with all parties in interest with the aim of exiting bankruptcy expeditiously, thus justifying an extension of the exclusivity periods. The Debtor further claims that it has made progress in its negotiations with key parties in interest and is on the verge of filing a confirmable Chapter 11 plan and disclosure statement that is fair to all parties. While negotiations remain ongoing, the Debtor asserts that additional time may result in the resolution of potential objections in advance of plan confirmation. This is the Debtor's first request to extend its exclusivity periods. Meridien Energy, LLC is represented by: Brandy M. Rapp, Esq. WHITEFORD TAYLOR & PRESTON LLP Two James Center, 1021 E. Cary Street, Suite 1700 Richmond, VA 23219 Tel: (540) 759-3577 E-mail: brapp@whitefordlaw.com - and - Michael J. Roeschenthaler, Esq. WHITEFORD TAYLOR & PRESTON LLP 11 Stanwix Street, Suite 1400 Pittsburgh, PA 15222 Tel: (412) 618-5601 E-mail: mroeschenthaler@whitefordlaw.com About Meridien Energy Meridien Energy, LLC is a full-service pipeline construction company headquartered in New York state with division offices in Pennsylvania, Virginia, and Florida. Meridien Energy sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-31377) on April 20, 2023, with up to $10 million in assets and up to $50 million in liabilities. Judge Keith L. Phillips oversees the case. The Debtor tapped Brandy M. Rapp, Esq., at Whiteford, Taylor and Preston, LLP as bankruptcy counsel; David Graham & Stubbs, LLP as special appellate counsel; MorrisAnderson & Associates, Ltd. as financial advisor; and Compass Advisory Partners, LLC as restructuring advisor. John W. Teitz of Compass serves as the Debtor's chief restructuring officer. MERRILL PROPERTIES: Hires Robl Law Group as Reorganization Counsel ------------------------------------------------------------------ Merrill Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Robl Law Group LLC as its reorganization counsel. The firm's services include: a. advising the Debtor regarding pros and cons of the Chapter 11 process, as applicable to its circumstances; b. preparing schedules of assets and liabilities, statement of financial affairs, company resolution, and similar documents; c. assisting the Debtor with the preparation of such "first day motions" as may be necessary, including motions regarding authorization to utilize cash collateral, motions to authorize payment of pre-bankruptcy claims, and similar filings; d. assisting the Debtor in providing documents to the U.S. Trustee's office for review in advance of the initial interview; e. assisting the Debtor in preparing for the initial interview and participating in the initial interview with the Debtor's representative; f. assisting the Debtor in preparing for the examination provided for by Bankruptcy Code Section 341 and participating in the meeting with the Debtor's representative; g. preparing the status report required in a Subchapter V case; h. participating the status conference required in a Subchapter V case; i. advising the Debtor of its rights, duties and obligations; j. reviewing claims filed in the Debtor's Chapter 11 case and assisting the Debtor in evaluating such claims for potential objections; k. conducting or defending examinations pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure as may be deemed desirable or necessary; l. consulting with and representing the Debtor with respect to formulating a Chapter 11 plan of reorganization, and in the Chapter 11 plan confirmation process; m. assisting the Debtor with the preparation of monthly operating reports; n. other legal services incidental and necessary to carrying out the day-to-day operations of the Debtor's business activities; o. instituting and prosecuting necessary adversary proceedings and contested matters; and p. taking other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Michael Robl, Esq. $440 per hour Max Bowen, Esq. $275 per hour LelenaKassa, Paralegal $175 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $10,000. As disclosed in court filings, Robl Law Group is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael D. Robl, Esq. Maxwell W. Bowen, Esq. ROBL LAW GROUP, LLC 3754 Lavista Road, Suite 250 Tucker, GA 30084 Tel: (404) 373-5153 Fax: (404) 537-1761 Email: michael@roblgroup.com max@roblgroup.com About Merrill Properties Merrill Properties, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10978) on Aug. 15, 2023, with $500,001 to $1 million in assets and $0 to $50,000 in liabilities. Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor as bankruptcy counsel. METAL CHECK: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Oklahoma, authorized Metal Check, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, an immediate and critical need exists for the Debtor to use cash in order to continue the operation and management of the Estate's businesses and assets. The Debtor and First United Bank are parties to agreements evidencing loans the bank extended to the Debtor. FUB holds a valid, perfected, secured claim against the Estate, which it asserts are secured by first-priority valid and perfected liens on, inter alia, all of the Estate's right, title, present and future interest in the Collateral. Approximately, $471,141 is owed on the Loan Claims as of the Petition Date. The court said that the Debtor submitted a budget reflecting projected revenue and expenses through November 22, 2023. The Interim Order authorizing use of cash collateral, based on the agreement of the parties, will remain in effect as follows: a. No equity draws will be allowed for the principal of the Debtor. b. Payroll will be modified to reflect a salary for the Debtor's principal, Diane Salazar, in the amount of $3,600 per week. c. Rent, which is paid to the Debtor's principal Diana Salazar, who owns the real estate upon which the Debtor operates its business, will not be paid until approved as part of Debtor's Chapter 11 Plan of Reorganization. d. Monthly professional fees of $2,000 will be placed in escrow pending approval of administrative fees by the Court. e. the Debtor will maintain adequate protection payments to other secured creditors in this case, and will pay the amounts due on monthly executory contracts it intends to assume as part of its Chapter 11 Plan of Reorganization. The Debtor will also turn over to the Subchapter V Trustee, Stephen Moriarty, $2,000 per month for each of its approved professionals and the Subchapter V Trustee, to be held in escrow for administrative fees payable upon approval by the Court. f. The terms of the Order may be modified only to the extent necessary to carry out the Debtor's Chapter 11 Plan of Reorganization and only upon approval of such plan by the Court. A copy of the Court's order is available at https://urlcurt.com/u?l=yNji86 from PacerMonitor.com. About Metal Check, Inc. Metal Check, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 23-11279) on May 16, 2023. In the petition signed by Diana Salazar, president, the Debtor disclosed $841,675 in assets and $2,033,069 in total liabilities. Judge Janice D. Loyd oversees the case. Christopher Wood, Esq., at Christopher A. Wood and Associates, PC, represents the Debtor as legal counsel. First United Bank and Trust Co, as lender, is represented by John W. Mee III, Esq. at MEE HOGE PLLP. MITCHELL GOLD: Sept. 18 Deadline Set for Panel Questionnaires ------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of The Mitchell Gold Co., LLC. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/hsathr92 and return by email it to Linda Casey -- Linda.Casey@usdoj.gov -- at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Sept. 18, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Mitchell Gold The Mitchell Gold Co., LLC produces and markets home furnishing products, including sofas, desks, room dividers, tables, rugs, bed linens, lighting products, and accessories. On Sept. 6, 2023, The Mitchell Gold Co., LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 23-11385). The petitions were signed by David Rogalski as chief financial officer. The case is pending before Judge Laurie Selber Silverstein. The Debtor listed $10 million to $50 million in estimated assets and $10 million to $50 million estimated liabilities. The Debtor tapped Morris, Nichols, Arsht & Tunnell LLP as bankruptcy counsel. Rose Law Firm, a Professional Corporation, is the Debtor's corporate counsel. Lowenstein Sandler is the Debtor's special litigation counsel. Riveron RTS, LLC is the Debtor's financial advisor and consultant. Stump & Company is the Debtor's financial advisor and consultant. MOMENTIVE PERFORMANCE: S&P Lowers ICR to 'B', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered all ratings including its issuer credit rating on Momentive Performance Materials Inc. (MPM) to 'B' from 'B+' and revised its outlook to negative from stable. S&P said, "The negative outlook reflects our expectation that MPM's free cash flow and credit metrics will continue to be pressured in the near term as the company navigates a weak demand environment combined with increased siloxane supply from Asian producers, which has driven siloxane and derivative pricing to historically low levels. We now anticipate the company's credit metrics will not improve to the levels realized in 2021 and 2022 for at least the next two years." "We expect the global silicones industry will remain challenged as the market struggles to absorb sizable siloxane capacity additions from Asian producers." According to S&P Commodity Insights, from 2019 to 2022, Chinese silicones capacity increased at a staggering pace of 23.5% per annum. During that period, Northeast Asian nameplate silicone monomer capacity rose to 2.8 million metric tons from 1.6 million metric tons (on a 100% siloxane basis), with large integrated Chinese producers, such as Hoshine Silicone Group, accounting for the majority of these additions. At the same time, Chinese silicone monomer demand growth slowed to 4.7% per annum over the same period, rising by a mere 1% in 2022. For perspective, total global silicones consumption in 2022 was estimated to be about 2.7 million metric tons. As demand has severely lagged supply, operating rates have dropped precipitously, with facility utilization in China falling to the mid-60% area in 2022 from above 90% in 2019. Despite the substantial capacity additions completed over the past several years and decelerating demand, based on announced expansions, S&P Commodity Insights expects Chinese producers will add an additional 1.14 million metric tons of capacity by 2027 and forecasts operating rates will fall further, bottoming out at about 50% in 2024. Overcapacity and weak demand have pressured MPM's operating performance in recent quarters, particularly its commoditized, basic silicones business, which is more exposed to spot siloxane pricing and global competition. Over the past few years, management has implemented numerous restructuring initiatives designed to transition its portfolio away from lower-margin commodity silicones and toward formulated silicone and additive products, including the phaseout of basics chemicals production at its Waterford, N.Y. facility. While the percentage of the company's portfolio exposed to commodity silicones has decreased, about 30% of the company's volumes are relatively undifferentiated and remain exposed to cyclical siloxane pricing. The remainder of MPM's sales are attributable to higher-margin specialty silicones, where products are designed and formulated to meet specific customer requirements, and are thus more insulated from the pricing volatility and competition of the commodity silicones market. The company has seen volumes for these specialty products (including Performance Additives and Formulated Silicones) decline as a result of weaker construction activity and widespread destocking. However, margins and pricing have generally held up despite the challenging operating environment. For example, EBITDA margins in Performance Additives remained about 20% in in the first half of 2023, slightly lower than 2021 and 2022, but in line with the historical average. S&P expects this segment of the company's portfolio to be less impacted by industry overcapacity and to rebound more quickly once destocking ends and demand normalizes, compared with the company's basic silicones segment, where we anticipate earnings will be structurally impaired in coming years. Higher cash interest expense and negative free cash flow generation could pressure liquidity in the near term, although MPM's efforts to conserve cash and its long-dated maturity schedule somewhat offset near-term liquidity risks. Record earnings improved MPM's S&P Global Ratings-adjusted leverage metrics in 2021 and 2022, but did not translate into sustained free cash flow generation. Factors constraining free cash flow included elevated growth capital expenditures (capex), cash restructuring requirements, and supply chain and logistics challenges, which increased lead times, slowed cash conversion, and required substantially higher inventory and safety stock levels. The company's free cash flow remained negative in the first half of 2023 (a net outflow of just over $100 million) as lower EBITDA was partially offset by management's initiatives to preserve cash in a challenging operating environment. These initiatives included a $60 million cut to 2023 capex (to about $115 million from $175 million previously), measures to reduce working capital, including targeted inventory reduction of $150 million by year-end, extended plant shutdowns, and selling, general, and administrative cost rationalization. S&P anticipates these measures will partially offset the impact from substantially lower EBITDA in 2023. However, S&P anticipates free cash flow will remain marginally negative for the year. S&P said, "In our base-case scenario, which assumes pricing/margins in basic silicones remains depressed and volumes do not rebound in the second half of 2023, we expect MPM will end the year with about $100 million of cash on hand and greater than $100 million of effective revolver availability. Our calculation for revolver availability takes into account the current restriction on borrowings imposed by the company's springing 1x fixed-charge covenant." The covenant is not currently in effect, but given that the company's pro forma fixed-charge coverage ratio is less than 1x, MPM could not draw fully on the revolver without breaching the covenant. Additionally, while the company has hedges in place that cap interest expense in 2023, these hedges roll off in the first quarter of 2024. Given S&P's expectation for short-term rates, this could substantially increase the company's cash interest burden, which could further constrain free cash flow generation. Offsetting this risk to some extent is the company's long-dated maturity schedule. MPM refinanced its entire capital structure in 2023 and has no material debt maturities until 2028. S&P said, "The negative outlook reflects our expectation that MPM's financial metrics will deteriorate substantially in 2023 as a result of weaker global demand, customer inventory destocking, and pricing pressure from industry overcapacity, particularly in lower-margin commodity silicones. "In our base-case scenario, we expect debt to EBITDA will rise to the double-digit area in 2023 from around 5x at year-end 2022. We now anticipate financial metrics will remain weak for the 'B' rating for an extended period of time, with weighted-average debt to EBITDA of about 8x. "We also believe free cash flow could be pressured even as demand rebounds as a result of overcapacity and prolonged pricing weakness in basic silicones and rising cash interest expense, offset by management's initiatives to conserve cash, lower discretionary capex, drive down working capital, and cut variable costs. "We could lower our rating on MPM during the next 12 months if we expected debt to EBITDA to remain at a double-digit level for a sustained period or if free cash flow remains negative, further pressuring liquidity metrics. Momentive's operating performance and financial credit metrics could deteriorate below our base case if a recession in the U.S. and Europe keeps volumes depressed in 2024 or the company experiences weaker than-expected pricing from persistent industry overcapacity. "Pricing in specialty silicones is of particular importance, given we currently assume the company keeps pricing and margins relatively stable. In such a downside scenario, we would expect revenue growth 5% lower than our current forecast along with a further EBITDA margin contraction of 100 basis points. We could also lower our ratings on the company if we no longer believe parent KCC Corp. will provide adequate support to MPM or if the company pursues more aggressive financial policies. "We could consider a positive rating action within the next 12 months if a sustained improvement in end-market demand results in volume growth, while pricing and margins remain stable in the company's specialty silicones business. A key factor in any prospective outlook revision would be the company's ability to generate sustainable free cash flow, as well as repayment of revolver borrowings to improve its liquidity profile. In addition, we could raise our ratings on the company if our assessment of Momentive's group status within KCC improves." MSS INC: Seeks to Hire Buckmiller, Boyette & Frost as Counsel ------------------------------------------------------------- MSS Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Buckmiller, Boyette & Frost, PLLC to handle its Chapter 11 bankruptcy proceeding. The firm will bill these hourly rates: Matthew W. Buckmiller $375 Joseph Z. Frost $350 Blake Y. Boyette $350 Paraprofessionals $65 - $160 The counsel received a retainer in the amount of $17,738. As disclosed in the court filings, Buckmiller is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. The frim can be reached through: Joseph Z. Frost, Esq. Matthew W. Buckmiller, Esq. Buckmiller, Boyette & Frost, PLLC 4700 Six Forks Road, Suite 150 Tel: (919) 296-5040 Fax: (919) 977-7101 Email: jfrost@bbflawfirm.com mbuckmiller@bbflawfirm.com About MSS Inc. MSS. Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Matthew Filzen, vice president and chief operations officer, signed the petition. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. NABORS GARAGE: John Whaley Named Subchapter V Trustee ----------------------------------------------------- The U.S. Trustee for Region 21 appointed John Whaley, a practicing accountant in Atlanta, Ga., as Subchapter V trustee for Nabors Garage Doors LLC. Mr. Whaley will be paid an hourly fee of $395 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Whaley declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: John T. Whaley, CPA P.O. Box 76362 Atlanta, GA 30358 Phone: 404-946-5272 Email: trustee@jtwcpa.net About Nabors Garage Doors Nabors Garage Doors, LLC has been operating since 2017 and was incorporated in Georgia to provide installation, repairs, and servicing of garage doors and openers. The Debtor operates out of two locations: Alpharetta, Georgia, and Peachtree City, Georgia. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58391) on Aug. 31, 2023, with $100,001 to $500,000 in assets and $1 million to $10 million in liabilities. Serena Meador, sole member, signed the petition. Judge Jeffery W. Cavender oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, represents the Debtor as legal counsel. NEW JERUSALEM: Oct. 5 Hearing on Disclosure Statement ----------------------------------------------------- Judge Jimmy L. Croom has entered an order that the hearing to consider the approval of the Disclosure Statement of New Jerusalem Faith Apostolic Church, Inc. will be held on October 5, 2023, at 9:30 a.m., at 111 South Highland Avenue, Jackson, TN in Courtroom 342. Objections to the Disclosure Statement can be filed at any time prior to the actual approval of the Disclosure Statement. About New Jerusalem Faith Apostolic Church New Jerusalem Faith Apostolic Church, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 23-10574) on May 8, 2023, with up to $1 million in assets and up to $500,000 in liabilities. Ferdinand Gant, president of New Jerusalem Faith Apostolic Church, signed the petition. C. Jerome Teel, Jr., Esq., at Teel & Gay, PLC, is the Debtor's legal counsel. NEW-TRONICS LTD: Seeks to Hire Munsch Hardt Kopf as Legal Counsel ----------------------------------------------------------------- New-Tronics Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Munsch Hardt Kopf & Harr, P.C. as its general bankruptcy counsel. The firm will render these services: a. serve as attorneys of record for the Debtors in all aspects, including any adversary proceedings commenced in connection with their Chapter 11 cases, and provide representation and legal advice to the Debtors throughout these cases; b. assist the Debtors in carrying out their duties under the Bankruptcy Code; c. consult with the United States Trustee, any statutory committee that may be formed, and all other creditors and parties-in-interest concerning administration of the Bankruptcy Cases; d. assist in potential sales of the Debtors' assets; e. prepare legal papers; f. assist the Debtors in connection with formulating and confirming a Chapter 11 plan; g. assist the Debtors in analyzing and appropriately treating the claims of creditors, including objecting to claims and trying claim objections; h. appear before the bankruptcy court and any appellate courts or other courts having jurisdiction over any matter associated with the bankruptcy cases; i. defend the Debtors against any and all actions and claims made against the Debtors and their property. j. perform all other legal services. The firm will be paid at these rates: Thomas Berghman, Shareholder $550 per hour Phil Whitcomb, Shareholder $650 per hour An Nguyen, Associate $400 per hour The Debtors paid the firm $30,000 for pre-bankruptcy services. As disclosed in court filings, Munsch is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas D. Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. 500 N. Akard St., Ste. 3800 Dallas, TX 75201 Email: tberghman@munsch.com About New-Tronics Ltd. New-Tronics Ltd. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42553) on August 29, 2023. The petition was signed by Michael Boyer as president. At the time of filing, the Debtor estimated up to $50,000 in assets and $1 million to $10 million in liabilities. Thomas D. Berghman, Esq. at MUNSCH HARDT KOPF & HARR, P.C. represents the Debtor as counsel. NOBLE HEALTH: Bank Says Plan Utilizes Forced Liquidation Value -------------------------------------------------------------- Central Bank of the Midwest, a secured creditor, filed its objection to Noble Health Real Estate II LLC's Proposed Disclosure Statement. Central Bank is a secured creditor of Debtor Noble Health Real Estate II ("Debtor"). The value of its claim on March 3, 2023 (the date this case was filed) was approximately $8,700,000. Central Bank points out that the Disclosure Statement and Plan both utilize forced liquidation value in regard to the Collateral rather than the legally required replacement value. The most recent going concern value Central Bank commissioned for the Collateral placed a going concern value in the amount of $20,100,000 for the Collateral, effective February 10, 2021. A more recent appraisal commissioned by Central Bank, effective January 12, 2023, placed a fair market value for the Collateral in the amount of $4,380,000. The January 12, 2023 appraisal did not include a going concern value because the Collateral was not being used in any going concern operation as of that date. Accordingly, Central Bank submits that the correct going concern valuation for the Collateral is between $4.38 million and $20.1 million; not the $2.73 million cited by Debtor in the Disclosure Statement. Central Bank further points out that the Disclosure Statement further falsely diminishes the value of the Central Bank secured claim by overstating unpaid property taxes. In addition to utilizing an incorrect valuation method in order to diminish the size of Central Bank's claim, Debtor further reduces the alleged value of the Collateral by deducting $569,114 in unpaid property taxes. See Disclosure Statement, Section VI D. Deducting that sum from the liquidation value of $2,730,000 leaves a secured claim of only $2,160,886. Central Bank believes the unpaid taxes are substantially overstated by Debtor. A foreclosure commitment obtained in January 2023 identified unpaid taxes upon the Collateral of approximately $7,300. The Collateral consists of 63 parcels, only one of which is not tax exempt. Central Bank asserts that the debtor excludes the unsecured portion of Central Bank's claim from Class 2, which includes all other non-priority, unsecured creditors. The purpose of separating the Central Bank unsecured claim from the remaining unsecured claims is clearly to create an impaired class likely to accept the Plan. In its liquidation analysis, Debtor estimates the unsecured portion of the Central Bank claim to be nearly $6,000,000. Were Central Bank to be included in Class 2 and vote to reject the Plan, there is no way the Plan could receive the approval of claimants holding two-thirds of the dollar amount of claims in the class. According to Central Bank, the Disclosure Statement and Plan contemplate the use of personal property that is not owned by the Debtor and secures the Central Bank loan. The Disclosure Statement describes post-confirmation operations as including a smaller hospital operation and a host of medically related business in the hospital building and other offices that are included in the Collateral. The Disclosure Statement disregards the fact that the personal property belongs to a co-borrower, Noble Health Audrain, Inc. Central Bank points out that the Disclosure Proposes Unreasonable and Incorrect Commercial Terms. The Debtor proposes to pay Central Bank below market interest rate 4.9% (which Debtor identifies as contractual interest rate when the contractual interest rate is 7.9%) over seven years with a balloon payment in 2030. This term and interest rate are commercially unreasonable. Attorneys for Central Bank of the Midwest: Brian M. Holland, Esq. Benjamin C. Struby, Esq. William J. Maloney, Esq. LATHROP GPM LLP 2345 Grand Boulevard, Suite 2200 Kansas City, MO 64108 Telephone: (816) 292-2000 Telecopier: (816) 292-2001 E-mail: brian.holland@lathropgpm.com benjamin.struby@lathropgpm.com williamjeffrey.maloney@lathropgpm.com About Noble Health Real Estate II Noble Health Real Estate II, LLC, is engaged in activities related to real estate. The Debtor is based in Fulton, Mo. Noble Health Real Estate II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20100) on March 3, 2023. In the petition signed by Zev M. Reisman, general manager and corporate secretary, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Dennis R. Dow presides over the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC as bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum, a partner at CFGI, serves as the Debtor's chief restructuring officer. NOBLE HEALTH: Disclosure Inadequate, Interested Party Says ---------------------------------------------------------- Audrain County, Missouri, and Amy LeCount, the duly elected Collector of Revenue for Audrain County, Missouri (collectively, "Interested Party"), filed an objection to Noble Health Real Estate II, LLC's Disclosure Statement for the Plan of Reorganization submitted August 1, 2023. Interested Party intends to file, prior to the Claims Bar Date set by the Court, a claim in the amount of approximately $578,889 for unpaid real estate taxes, which is entitled to priority under 11 U.S.C. Sec. 507(a)(8). The claim represents, as with all real estate taxes collected by Interested Party, funds used to support various public entities in Audrain County, including the school districts, library districts, ambulance districts, etc. The Debtor acknowledges the existence of said claim in its Disclosure Statement, but identifies the Interested Party's claim as not entitled to vote on the Plan, presumably as unimpaired, in Article V of the Disclosure Statement and Article IV of the Plan. Here, the Debtor proposes to pay, through the Plan (Section 4.2), Interested Party's priority claim in 20 deferred equal quarterly cash payments equal in the aggregate to the amount of its allowed priority claim, plus interest at an unspecified rate of interest. Outside of the bankruptcy context, a tax obligation of the type owed by Debtor must be paid timely, is otherwise subject to rates of interest for untimely payment provided by applicable nonbankruptcy law and the Interested Party's ability to pursue collection via tax sale. Therefore, Interested Party's claim is impaired and it should be allowed to vote on Debtor's proposed Plan. Interested Party also objects to the Debtor's Disclosure Statement in that it fails to provide adequate information regarding the manner in which administrative tax claims may be paid. Depending upon the timing of the confirmation of any approved Plan, Interested Party may also be a holder of an Administrative Claim pursuant to 11 U.S.C. Sec. 503(b) for property taxes incurred by the bankruptcy estate. It is unclear pursuant to Section 4.1.1 of the Plan whether Debtor intends to pay any such Administrative Claim when due or in installments. However, pursuant to 11 U.S.C. Sec. 1129(a)(9), holders of Administrative expenses must be paid such claim payment upon the Effective Date of the Plan. As such, and without adequate information to determine how Debtor intends to make payment on such claim, and whether proposed payment comports with the requirements of 11 U.S.C. s 1129(a)(9), the Disclosure Statement fails to provide adequate information pursuant to 11 U.S.C. Sec. 1125. Interested Party further objects to Debtor's Disclosure Statement in that it attempts to preserve an ability to challenge the assessed value of the Real Property described in the Disclosure Statement and Plan. However, Interested Party's claim, entitled to priority pursuant to 11 U.S.C. s 507(a)(8), is related to 2022 real estate taxes, and any Administrative Claim would be related to 2023 real estate taxes, for which the deadline to make any objection to either assessment under applicable nonbankruptcy law has passed. Consequently, the Debtor may not preserve rights and objections which it does not possess. Interested Party also objects to Debtors' Disclosure Statement in that it fails to provide adequate information to allow creditors to determine the feasibility of the Plan. Debtor's Disclosure Statement fails to provide adequate information regarding the assets of the Debtor. Specifically, the Disclosure Statement alludes to an appraisal of the Debtor's Real Property, providing a value of approximately $2,730,000. However, the Assessor of Audrain County, Missouri, has established a significantly higher value of the Property. Debtor provides no copy of the appraisal or any explanation of the disparity. Attorney for Audrain County, Missouri and Amy LeCount, duly elected Collector of Revenue for Audrain County, Missouri: Casey E. Elliott, Esq. VAN MATRE LAW FIRM, P.C. 1103 East Broadway, P.O. Box 1017 Columbia, MO 65201 Telephone: (573) 874-7777 Telecopier: (573) 875-0017 E-mail: casey@vanmatre.com About Noble Health Real Estate II Noble Health Real Estate II, LLC, is engaged in activities related to real estate. The company is based in Fulton, Mo. Noble Health Real Estate II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-20100) on March 3, 2023. In the petition signed by Zev M. Reisman, general manager and corporate secretary, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Dennis R. Dow presides over the case. The Debtor tapped Berman, DeLeve, Kuchan & Chapman, LLC, as bankruptcy counsel and CFGI as restructuring advisor. Joseph Baum, a partner at CFGI, serves as the Debtor's chief restructuring officer. NOBLE HOUSE: To Test $85MM GigaCloud Offer at Oct. 23 Auction ------------------------------------------------------------- Noble House Home Furnishings, LLC and its affiliates asked the U.S. Bankruptcy Court for the Southern District of Texas to approve the sale of most of their assets to GigaCloud Technology Inc. or to another buyer with a better offer. The companies received an $85 million offer from GigaCloud following extensive marketing launched by their investment banker, Lincoln Partners Advisors, LLC, to sell their assets. The assets include personal property, supplies and inventory, intellectual property rights and other intangible property, rights under contracts, and other assets used to operate the companies' businesses. Under the deal, GigaCloud agreed to pay $85 million for the assets, subject to adjustment or holdback, plus an additional $4.1 million to be allocated to Banc of America Leasing & Capital, LLC for a non-automated equipment. GigaCloud also agreed to assume the companies' liabilities including obligations to customers, liabilities under certain contracts, and liabilities arising after the closing date set for Oct. 31. Moreover, the proposed buyer may offer jobs to employees of the companies or employees of any of their subsidiaries not being purchased pursuant to the agreement. The companies intend to put the assets up for bidding to maximize their value, according to their attorney, Michael Warner, Esq., at Pachulski Stang Ziehl & Jones, LLP. Under the proposed bidding process, potential buyers have until Oct. 18 to place their bids on the assets. An auction will be held on Oct. 23, at 10:00 a.m. (prevailing Central Time) via remote video. GigaCloud's $85 million offer will serve as the stalking horse bid at the auction. In the event GigaCloud is not selected as the winning bidder at the auction, the company will receive a break-up fee of $3.4 million and expense reimbursement of up to $550,000. Judge Christopher Lopez is set to hold a hearing on Oct. 25 to consider the sale of the assets to the winning bidder. The deadline for filing objections to the sale is Oct. 24 while the closing date is Oct. 31. About Noble House Home Furnishing Noble House Home Furnishing LLC and affiliates are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, Noble House and its affiliated entities design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. They also sell through wholesale channels, primarily to the Big Box retailers like TJMaxx, Home Goods, Marshalls, Ross Stores and others. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90773) on September 11, 2023. In the petition signed by Gayla Bella, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Lincoln Partners Advisors, LLC, serves as investment banker. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq., at Morgan, Lewis & Bockius, LLP. NORTH PONDEROSA: Seeks to Hire North Ponderosa as General Counsel ----------------------------------------------------------------- North Ponderosa, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire DeMarco-Mitchell, PLLC, as its general counsel. The firm will render these services: (a) take all necessary action to protect and preserve the estate; (b) prepare on behalf of the Debtors all necessary legal papers; (c) formulate, negotiate, and propose a plan of reorganization; and (d) perform all other necessary legal services in connection with these proceedings. The hourly rates of the firm's counsel and staff are as follows: Robert T. DeMarco, Esq. $400 Michael S. Mitchell, Esq. $300 Barbara Drake, Paralegal $125 The firm received a retainer of $7,500 from the Debtors. Robert DeMarco, Esq., a member of DeMarco-Mitchell, 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: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 W. 15th Street, 805 Plano, TX 75075 Telephone: (972) 578-1400 Facsimile: (972) 346-6791 Email: robert@demarcomitchell.com About North Ponderosa, LLC North Ponderosa, LLC is engaged in activities related to real estate. North Ponderosa, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41387) on July 31, 2023. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by William H. Gibson as sole manager. Judge Brenda T. Rhoades presides over the case. Robert T. DeMarco, Esq. at DEMARCO MITCHELL, PLLC represents the Debtor as counsel. NORTH VILLAGE: Seeks to Hire Burke Warren MacKay as Legal Counsel ----------------------------------------------------------------- North Village Snow Management Corp., d/b/a North Village Group, seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire Burke, Warren, Mackay & Serritella, P.C. as its attorneys. The firm will provide these services: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property as well as its reorganization efforts; c. appear in court and litigate whenever necessary; d. prepare and file a plan of reorganization and proceed to confirm such plan; and e. perform other legal services that may be required from time to time in the ordinary course of the Debtor's business during the administration of the case. David Welch, Esq., and Brian Welch, Esq., the firm's attorney who will be representing the Debtor, charge $520 per hour and $360 per hour, respectively. The retainer fee is $22,000. David Welch, Esq., a partner at Burke Warren MacKay & Serritella, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: David K. Welch, Esq. Brian P. Welch, Esq. BURKE WARREN MACKAY & SERRITELLA, P.C. 330 N. Wabash Ave., Suite 2100 Chicago, IL 60611 Tel: (312) 840-7000 Fax: (312) 840-7900 Email: dwelch@burkelaw.com About North Village Snow Management Corp. North Village Snow Management Corp. offers basement waterproofing services and snow management services for commercial and residential customers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-09789) on July 27, 2023. Judge Janet S. Baer oversees the case. David K. Welch, Esq., at Burke, Warren, Mackay & Serritella, P.C., represents the Debtor as legal counsel. NOV INC: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on August 15, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by NOV Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, NOV Inc offers equipment and components used in oil and gas drilling and production operations, oilfield services, and supply chain integration services to the upstream oil and gas industry. NOVAN INC: Hires Kurtzman Carson as Administrative Advisor ---------------------------------------------------------- Novan, Inc. and EPI Health, LLC seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as its administrative advisor. The firm will render these services: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and administrative services described in the Service Agreement, but not authorized by the Section 156(c) Order, as may be requested from time to time by the Debtors, this Court, or the Clerk of this Court. The firm received from the Debtor a retainer in the amount of $20,000. Evan Gershbein, executive vice president of Kurtzman, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Evan Gershbein KURTZMAN CARSON CONSULTANTS LLC 222 N. Pacific Coast Highway, 3rd Floor El Segundo, CA 90245 Tel: (310) 823-9000 Email: egershbein@kccllc.com About Novan Inc. Based in Durham, N.C., Novan Inc. (Nasdaq: NOVN) is a clinical development-stage biotechnology company focused on leveraging nitric oxide's naturally occurring anti-viral, anti-bacterial, anti-fungal and immunomodulatory mechanisms of action to treat a range of diseases with significant unmet needs. Nitric oxide plays a vital role in the natural immune system response against microbial pathogens and is a critical regulator of inflammation. Novan Inc. and affiliate, EPI Health, LLC, filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-10937) on July 17, 2023. As of March 31, 2023, Novan disclosed $79,793,000 in assets against $7,922,000 in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsel; Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP as special counsel; Sierra Constellation Partners, LLC as financial advisor; and Raymond James and Associates as investment banker. Kurtzman Carson Consultants, LLC is the claims agent. On July 28, 2023, the U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Goodwin Procter, LLP as bankruptcy counsel; Womble Bond Dickinson (US) LLP as co-counsel; and Dundon Advisers, LLC as financial advisor. OCWEN FINANCIAL: Egan-Jones Retains B Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 17, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Ocwen Financial Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in West Palm Beach, Florida, Ocwen Financial Corporation is diversified financial services holding company. OFFICE PROPERTIES: Moody's Cuts CFR to B2, On Review for Downgrade ------------------------------------------------------------------ Moody's Investors Service downgraded Office Properties Income Trust's ("OPI") Corporate Family Rating to B2 from Ba3 and senior unsecured debt rating to B2 from Ba3. Moody's also downgraded the senior unsecured debt of Select Income REIT to B2 from Ba3. OPI assumed the Select Income REIT bonds as part of its 2018 merger and this debt is pari-passu with OPI's unsecured bonds. At the same time, Moody's downgraded OPI's Speculative Grade Liquidity (SGL) rating to SGL-4 from SGL-3, reflecting weak liquidity. OPI's ratings remain on review for further downgrade. The rating actions reflect the office REIT's high financial leverage and liquidity challenges as it faces the expiration of its unsecured revolving credit facility in January 2024 and a $350 million bond maturity in May 2024. In its review, Moody's will focus on the REIT's progress with securing needed capital, as well as the impact of forthcoming refinancings on its capital structure and the quality of its unencumbered asset pool. Moody's will also consider the REIT's revised business strategy now that it has terminated its merger agreement with Diversified Healthcare Trust. Downgrades: Issuer: Office Properties Income Trust Corporate Family Rating, Downgraded to B2 from Ba3; Placed Under Review for further Downgrade Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from Ba3; Placed Under Review for further Downgrade Issuer: Select Income REIT Senior Unsecured Regular Bond/Debenture, Downgraded to B2 from Ba3; Placed Under Review for further Downgrade (Assumed by Office Properties Income Trust) RATINGS RATIONALE OPI's B2 ratings remain under review for further downgrade, which reflects its high financial leverage, operating risks, and weak liquidity. As of second quarter 2023, OPI had $240 million drawn on its unsecured credit facility that expires in January 2024 plus $25 million of cash. The REIT will need to recast its revolver and refinance $350 million of unsecured bonds that mature in May 2024. OPI has an additional $650 million of unsecured bonds that mature in February 2025. Moody's expects that OPI will look to address its capital needs via secured financings, but the terms – including interest rate, tenor, and loan-to-value – will come with more onerous terms than it has currently. However, as the REIT increases secured debt levels, it will need to do so while remaining within the limits set forth in its bank and bond covenants. For example, the REIT has a bond covenant that mandates that it maintain unencumbered assets of at least 1.5x the amount of unsecured debt. This covenant calculation was 2.062 as of second quarter 2023. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade or downgrade of the ratings will be updated once the review is completed. Office Properties Income Trust is a real estate investment trust focused on owning and leasing high quality office properties to tenants with high credit quality characteristics in select, growth-oriented U.S. markets. The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in September 2022. ORCHID FINCO: $400MM Bank Debt Trades at 26% Discount ----------------------------------------------------- Participations in a syndicated loan under which Orchid Finco LLC is a borrower were trading in the secondary market around 74.3 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $400 million facility is a Term loan that is scheduled to mature on July 27, 2027. About $362.8 million of the loan is withdrawn and outstanding. The Company's country of domicile is the United States. OSG GROUP: Moody's Withdraws 'Caa2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service withdrew its ratings OSG Group Holdings, Inc., including the company's Caa2 corporate family rating and Caa2-PD probability of default rating. Moody's has also withdrawn the Caa1 rating on the senior secured first lien credit facilities under Output Services Group, Inc. (collectively "OSG"). The stable outlook has also been withdrawn. The following ratings and rating outlook for OSG were withdrawn: Withdrawals: Issuer: OSG Group Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated Caa2 Probability of Default Rating, Withdrawn, previously rated Caa2-PD Issuer: Output Services Group, Inc. Backed Senior Secured 1st Lien Bank Credit Facility, Withdrawn, previously rated Caa1 Outlook Actions: Issuer: OSG Group Holdings, Inc. Outlook, Changed To Rating Withdrawn From Stable Issuer: Output Services Group, Inc. Outlook, Changed To Rating Withdrawn From No Outlook RATINGS RATIONALE Moody's has decided to withdraw the ratings for its own business reasons. Headquartered in Ridgefield Park, New Jersey, Output Services Group, Inc. provides printing and mailing of customer invoices and bills, critical communications and customer engagement solutions services to multiple end markets including financial services, healthcare, education, telecom, HOA/property management and other accounts receivable management organizations in the US. The company is privately held by a lender group comprised of the company's previous secured creditors, Pemberton Capital Advisors and Apogem Capital, and private equity sponsor Aquiline Capital Partners. OWENS & MINOR: Egan-Jones Retains BB- Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 14, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Owens & Minor, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Virginia, Owens & Minor, Inc. distributes medical and surgical supplies throughout the United States. PARTY CITY: Court Approves Plan & Disclosures --------------------------------------------- Judge David R. Jones has entered an order approving Party City Holdco Inc., et al.'s Disclosure Statement, the Disclosure Statement Supplement, and the Solicitation Materials on a final basis pursuant to section 1125 of the Bankruptcy Code. The Plan, and each of its provisions are confirmed pursuant to Section 1129 of the Bankruptcy Code. All objections to Confirmation of the Plan or final approval of the Disclosure Statement and the Disclosure Statement Supplement, and other responses, comments, statements, or reservation of rights, if any, in opposition to the Plan or final approval of the Disclosure Statement and the Disclosure Statement Supplement have been overruled in their entirety and on the merits to the extent not otherwise adjourned to a subsequent hearing, withdrawn, waived, or otherwise resolved by the Debtors prior to entry of this Confirmation Order, unless otherwise indicated herein. All withdrawn objections, if any, are deemed withdrawn with prejudice. The Restructuring Transactions set forth in the Plan are hereby approved and authorized in all respects. The GUC Trust shall be established as of the Effective Date as a trust under applicable non-bankruptcy law for the purposes described in the Plan and GUC Trust Agreement. On May 12, 2023, the Debtors filed the Initial Voting Certification with the Court, certifying the method and results of the Ballots tabulated for Class 4 (Secured Notes Claims) and Class 5 (General Unsecured Claims) (the "Initial Voting Classes"). On August 22, 2023, the Debtors filed the Supplemental Voting Certification with the Court, certifying the method and results of the Ballots and Vote Modification Forms, as applicable, tabulated for Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), Class 4 (Secured Notes Claims), and Class 5 (General Unsecured Claims) (the "Voting Classes"). As evidenced by the Voting Certifications, votes to accept or reject, or modify a prior vote with respect to, the Plan have been solicited and tabulated fairly, in good faith, and in a manner consistent with the Initial Solicitation Procedures Order and the Supplemental Solicitation Procedures Order, as applicable. The procedures used to tabulate Ballots and Vote Modification Forms, as applicable, were fair and conducted in accordance with the Initial Solicitation Procedures Order, the Supplemental Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Complex Case Procedures, and all other applicable rules, laws, and regulations. As set forth in the Plan, the Disclosure Statement, and the Disclosure Statement Supplement, only Holders of Claims in the Voting Classes were eligible to vote on the Plan. Under section 1126(f) of the Bankruptcy Code, Holders of Claims in Class 1 (Other Secured Claims) and Class 2 (Other Priority Claims) are Unimpaired and are presumed to have accepted the Plan. Claims and Interests in Class 6 (Intercompany Claims), Class 7 (Intercompany Interests), and Class 8 (Interests in PCHI) are either Unimpaired or Impaired and were not entitled to vote on the Plan, and Holders of such Claims and Interests are presumed to have accepted the Plan or deemed to have rejected the Plan. As evidenced by the Voting Certifications, Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), and Class 4 (Secured Notes Claims) voted to accept the Plan, and Class 5 (General Unsecured Claims) voted to reject the Plan. The Plan Supplement (including as subsequently modified, supplemented, or otherwise amended pursuant to a filing with the Court), complies with the terms of the Plan, and the Debtors provided good and proper notice of its filing in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Complex Case Procedures, the Initial Solicitation Procedures Order, the Supplemental Solicitation Procedures Order, and all other applicable laws, rules, and regulations. All documents included in the Plan Supplement are integral to, part of, and incorporated by reference into the Plan. Subject to the terms of the Plan and the Restructuring Support Agreement, the Debtors are authorized to alter, amend, update, modify, or supplement the Plan Supplement on or before the Effective Date. The transmittal and notice of the Plan Supplement (and all documents identified therein) were appropriate and satisfactory based upon the circumstances of the Chapter 11 Cases and were conducted in good faith. No other or further notice with respect to the Plan Supplement (and all documents identified therein) is necessary or shall be required. Pursuant to, and in compliance with, section 1127 of the Bankruptcy Code, the Debtors have proposed certain modifications to the Plan as reflected therein (the "Plan Modifications"). In accordance with Bankruptcy Rule 3019, the Plan Modifications do not (a) constitute material modifications of the Plan under Section 1127 of the Bankruptcy Code, (b) cause the Plan to fail to meet the requirements of Sections 1122 or 1123 of the Bankruptcy Code, (c) materially or adversely affect or change the treatment of any Claims or Interests, (d) require re-solicitation of any Holders of Claims, or (e) require that any such Holders be afforded an opportunity to change previously cast acceptances or rejections of the Plan. Under the circumstances, the form and manner of notice of the Plan Modifications were adequate, and no other or further notice of the Plan Modifications is necessary or required. In accordance with section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, all Holders of Claims that voted to accept the Plan or that are conclusively presumed to have accepted the Plan, as applicable, are deemed to have accepted the Plan as modified by the Plan Modifications. No Holder of a Claim that has voted to accept the Plan shall be permitted to change its acceptance to a rejection as a consequence of the Plan Modifications. Article III of the Plan specifies that Claims and Interests in Class 1 (Other Secured Claims), Class 2 (Other Priority Claims), and, as applicable, Class 6 (Intercompany Claims) and Class 7 (Intercompany Interests) are Unimpaired under the Plan, thereby satisfying the requirements of section 1123(a)(2) of the Bankruptcy Code. Article III of the Plan specifies the treatment of each Impaired Class under the Plan, including of Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), Class 4 (Secured Notes Claims), Class 5 (General Unsecured Claims), Class 8 (Interests in PCHI), and, as applicable, Class 6 (Intercompany Claims) and Class 7 (Intercompany Interests), thereby satisfying the requirements of section 1123(a)(3) of the Bankruptcy Code. Class 1 (Other Secured Claims) and Class 2 (Other Priority Claims) are Unimpaired by the Plan under section 1124 of the Bankruptcy Code and, accordingly, Holders of Claims in such Classes are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code. As established by the Voting Certifications, Holders of Claims in Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), Class 4 (Secured Notes Claims), and Class 5 (General Unsecured Claims) are Impaired by the Plan. Although Holders of Claims in Class 5 (General Unsecured Claims) voted to reject the Plan, Holders of Claims in Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), and Class 4 (Secured Notes Claims) voted to accept the Plan by the requisite numbers and amounts of Claims. Claims and Interests in Class 6 (Intercompany Claims), Class 7 (Intercompany Interests), and Class 8 (Interests in PCHI) are either Unimpaired or Impaired, and Holders of such Claims and Interests, as applicable, are presumed to have accepted the Plan or deemed to have rejected the Plan and were not entitled to vote thereon. Notwithstanding the foregoing, the Plan is confirmable because it satisfies sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. The Plan satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code. As evidenced by the Voting Certifications, each of Class 3A (Prepetition ABL Revolver Claims), Class 3B (Prepetition ABL FILO Claims), and Class 4 (Secured Notes Claims) is Impaired and voted to accept the Plan by the requisite numbers and amounts of Claims, as determined without including any acceptance of the Plan by any insider (as that term is defined in Section 101(31) of the Bankruptcy Code). Pursuant to Section 1129(b)(1) of the Bankruptcy Code, the Plan may be confirmed despite the fact that Class 5 (General Unsecured Claims) voted to reject the Plan and Class 6 (Intercompany Claims), Class 7 (Intercompany Interests), and Class 8 (Interests in PCHI), which are either Unimpaired or Impaired and presumed to have accepted the Plan or deemed to have rejected the Plan, have not voted to accept the Plan because the Plan meets the "cramdown" requirements for confirmation under section 1129(b) of the Bankruptcy Code. To the extent the requirements of section 1129(a)(8) of the Bankruptcy Code may not have been met with respect to Class 5, Class 6, Class 7, and Class 8, the Plan may be confirmed pursuant to section 1129(b) of the Bankruptcy Code because the Debtors have demonstrated by a preponderance of the evidence that the Plan (a) satisfies all of the other requirements of section 1129(a) of the Bankruptcy Code and (b) does not "discriminate unfairly" pursuant to section 1129(b)(1) and is "fair and equitable" pursuant to section 1129(b)(2), with respect to Classes 5, 6, 7, and 8. Based upon the evidence proffered, adduced, and presented by the Debtors prior to or at the Combined Hearing, the Plan does not discriminate unfairly and is fair and equitable with respect to the aforementioned Classes, as required by sections 1129(b)(1) and 1129(b)(2) of the Bankruptcy Code, because to the extent the Plan treats any Classes differently, there are valid business, legal, and factual reasons to do so. Specifically, any Holders of General Unsecured Claims, Intercompany Claims, Intercompany Interests, and Interests in PCHI are legally distinct in nature from all other Classes—no other Classes have similar legal rights. The Plan, therefore, satisfies the requirements of section 1129(b) of the Bankruptcy Code and may be confirmed notwithstanding any rejection or deemed rejection, as applicable, of the Plan by Class 5 (General Unsecured Claims), Class 6 (Intercompany Claims), Class 7 (Intercompany Interest), and Class 8 (Interests in PCHI). Fourth Amended Plan Party City Holdco Inc., et al., submitted a Fourth Amended Joint Chapter 11 Plan of Reorganization. Under the Plan, Class 5 General Unsecured Claims will receive its Pro Rata share of the GUC Recovery Pool. Class 5 is impaired. "GUC Recovery Pool" means the GUC Trust Assets less any GUC Trust Expenses. "GUC Trust Assets" means, collectively, (a) the GUC Cash Allocation, (b) the Debtors' rights, title, and interest in the Interchange Litigation and Interchange Litigation Claims, which shall include the rights to recoveries in respect of such claims (other than the Reorganized Debtors' Interchange Litigation Claims Allocation); and (c) the GUC Trust Funding. "GUC Trust Expenses" means the reasonable expenses (including any taxes imposed on or payable by the GUC Trust or in respect of the GUC Trust Assets and professional fees) incurred by the GUC Trust, any professionals retained by the GUC Trust, and any additional amount determined to be necessary by the GUC Trustee to adequately reserve for the operating expenses of the GUC Trust that shall be paid out of the GUC Trust Assets; provided that the Reorganized Debtors shall provide no additional funding for the GUC Trust other than the GUC Trust Funding. "GUC Trust Funding" means $400,000 in Cash, which will be used for the administration of the GUC Trust, including any disposition of the Interchange Litigation Claims and the reconciliation of General Unsecured Claims. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions under the Plan (including the funding of the GUC Trust) with: (1) Cash on hand, including Cash from operations and the proceeds from the DIP Facility, the Rights Offering, and the ABL Exit Facility (if any); (2) the New Common Stock; (3) the New Second Lien Notes; and (4) the Takeback Debt (if any). Counsel to the Debtors: Paul M. Basta, Esq. Kenneth S. Ziman, Esq. Christopher J. Hopkins, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Co-Counsel to the Debtors and Debtors in Possession: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan Young-John, Esq. PORTER HEDGES LLP 1000 Main St., 36th Floor Houston, TX 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 A copy of the Order dated September 6, 2023, is available at https://tinyurl.ph/mfzHx from cases.ra.kroll.com, the claims agent. About Party City Holdco Party City Holdco Inc. (NYSE: PRTY) is the global leader in the celebrations industry, with its offerings spanning more than 70 countries around the world. It is also the largest designer, manufacturer, distributor, and retailer of party goods in North America. Party City Holdco had 761 company-owned stores as of September 2022. It is headquartered in Woodcliff Lake, N.J. with additional locations throughout the Americas and Asia. Party City Holdco and its domestic subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90005). As of Sept. 30, 2022, Party City Holdco had total assets of $2,869,248,000 against total debt of $3,022,960,000. Judge David R. Jones oversees the cases. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison, LLP, as legal counsel; Moelis & Company, LLC as investment banker; AlixPartners, LLP as financial advisor; A&G Realty Partners as real estate advisor; and Kroll as the claims agent. PricewaterhouseCoopers LLP (PwC) provides accounting and valuation advisory services, tax-related services, and internal audit Sarbanes-Oxley Act support services. Davis Polk & Wardwell, LLP and Lazard serve as legal counsel and investment banker, respectively, to the ad hoc group of first lien holders. The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PARTY CITY: Kulikowsky to Step Down as EVP ------------------------------------------ Party City Holdco Inc. disclosed in a Form 8-K filing with the Securities and Exchange Commission that on September 5, 2023, Denise Kulikowsky advised the Company that she will resign from her position as Executive Vice-President, Chief People and Administrative Officer of Party City Holdco Inc. and Party City Holdings Inc. effective October 20. Kulikowsky plans to pursue another career opportunity and her resignation is not the result of any dispute or disagreement with the Company. The Board of Directors of the Company and management thank Kulikowsky for her contributions to the Company and wish her well. As previously reported by the Troubled Company Reporter, Amelia Pollard of Bloomberg Law said Party City Holdco on September 6, received court approval to exit bankruptcy and emerge with a leaner balance sheet. Party City is set to hand ownership of the company to lenders and reduce its debt load by some $1 billion. 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. PEBBLEBROOK HOTEL: Egan-Jones Retains BB- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on August 22, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Pebblebrook Hotel Trust. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Maryland, Pebblebrook Hotel Trust is an internally managed hotel investment company that acquires and invests in hotel properties located in large United States cities, with an emphasis on major coastal markets. PERSHARD INVESTMENTS: Taps Robert J. Longchamps as Special Counsel ------------------------------------------------------------------ Pershard Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire The Law Offices of Robert J. Longchamps, PLLC as its special counsel to handle the closing of the sale of franchises to third parties. The counsel's fees are typically $2,500 per closing. As disclosed in court filings, the Law Offices of Robert J. Longchamps and its attorneys are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert J. Longchamps, Esq. LAW OFFICES OF ROBERT J. LONGCHAMPS, PLLC 4440 PGA Boulevard Suite #600 Palm Beach Gardens, FL 33410 Phone: (561) 623-5350 Email: rjl@longchampslaw.com About Pershard Investments Pershard Investments, LLC owns and operates two Great Clip franchise locations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14552) on June 12, 2023. In the petition signed by Raam K. Pershard, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Brian K. McMahon, Esq., at Brian K. McMahon, PA, represents the Debtor as legal counsel. PERSHARD INVESTMENTS: Unsecureds Will Get 35% of Claims in Plan --------------------------------------------------------------- Pershard Investments, LLC and Pershard Clipper, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Consolidated Plan of Reorganization for Small Business dated September 11, 2023. Investments was formed in January 2016 to operate Great Clips franchises. Investments started with and still operates two franchises. Clipper was formed in November 2019. Starting in 2019, Clipper purchased seven Great Clips franchises. Prior to the filing of the bankruptcy, the nine locations hared one bank account. The financials for each location were, however, kept separately. The Debtor's ability to fully fund the plan and make payments is dependent on the sale of the two locations and the ability of the company to continue to operate and generate sufficient revenue to pay its expenses in the ordinary course of business. The Debtor's sales are seasonal. The projections show that the disposable income will average approximately $5,000.00 to $7,000.00 per month. Class 7 consists of the unsecured priority claim of the Internal Revenue Service. The IRS has a total claim of against both Debtors in the amount of $9,415.00. The priority claim accrues interest at a rate of 4%. The claim, including interest, will be paid over 60 months. The Debtors will pay $173.39 per month. The class is impaired. Class 8 consists of the unsecured priority claim of the Florida Department of Revenue. The DOR has a total claim of against both Debtors in the amount of $1,852.88. The claim will be paid over 60 months. The Debtors will pay $30.88 per month. The class is impaired. Class 9 consists of General unsecured creditors. General unsecured creditors' claims total approximately $638,470.00. The Debtor has the ability to pay $4,000.00 per month for the first 12 months and $6,500.00 per month for months 13 through 60. All payments shall be distributed to creditors on a pro rata basis. Unsecured creditors will be paid approximately 35% of their claim. This class is impaired. The owner of the Debtor shall retain all property of the estate. A full-text copy of the Consolidated Plan of Reorganization dated September 11, 2023 is available at https://urlcurt.com/u?l=EnLmOy from PacerMonitor.com at no charge. Counsel for the Debtor: Brian K. McMahon, Esq. Brian K. McMahon, PA 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Telephone: (561) 478-2500 Facsimile: (561) 478-3111 Email: brian@bkmbankruptcy.com About Pershard Investments Pershard Investments, LLC, owns and operates two Great Clip franchise locations. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14552) on June 12, 2023. In the petition signed by Raam K. Pershard, managing member, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Brian K. McMahon, Esq., at Brian K. McMahon, PA, is the Debtor's legal counsel. PHENOMENON MARKETING: Taps Farber Hass Hurley as Accountant ----------------------------------------------------------- Phenomenon Marketing & Entertainment, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Farber Hass Hurley LLP as their accountant. Farber Hass will prepare the Debtor's 2021 and 2022 40 1(k) Profit Sharing Plan yearly audit. The Debtor agrees to pay Professional for its services a flat fee of$12,000 for the 2021 audit and a flat fee of $13,500 for the 2022 audit. Farber Hass Hurley neither holds nor represents an interest materially adverse to the Debtors or their respective estates, and is a "disinterested person," as defined in Section 101(14) of the Bankruptcy Code and as required by Section 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: Chad Anaya FARBER HASS HURLEY LLP 9301 Oakdale Ave Ste 230 Chatsworth, CA, 91311-6541 Phone: (818) 895-1943 About Phenomenon Marketing & Entertainment Phenomenon Marketing & Entertainment, LLC, a Los Angeles-based company, filed a petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 22-10132) on Jan. 10, 2022, with $359,080 in assets and $2,289,737 in liabilities. Judge Ernest M. Robles oversees the case. The Debtor tapped the Law Office of Michael Jay Berger as bankruptcy counsel; Morrison & Foerster, LLP as special litigation counsel; and Richardson Kontogouris Emerson, LLP as accountant. PRIMAL MATERIALS: Unsecureds to Get Share of GUC Pool for 36 Months ------------------------------------------------------------------- Primal Materials, LLC, and Primal Crushing, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas an Original Joint Chapter 11 Plan of Reorganization dated September 11, 2023. The Plan provides for the restructuring of the Debtors and consolidation of operations for purposes of distributions to holders of Allowed Claims. Under the Plan, Debtors will pay in full Allowed Secured Claims, Allowed Administrative Claims, Allowed Priority Claims and Allowed Priority Tax Claims. Debtor will make payments to Creditors holding Allowed General Unsecured Claims over a period of 36 months in quarterly distributions of a fixed amount proposed herein or, alternatively, of Disposable Income available to the Debtor. Class 6 consists of Allowed Claims against Primal Materials (including Claims arising from the rejection of executory contracts and/or unexpired leases) other than: (i) Administrative Claims; (ii) Priority Tax Claims; or (iii) Claims included within any other Class designated in this Plan. Class 6 shall be deemed to include those Creditor(s) holding an alleged Secured Claim against Primal Materials for which: (y) no collateral exists to secure the alleged Secured Claim; and/or (z) liens, security interests, or other encumbrances that are senior in priority to the alleged Secured Claim exceed the fair market value of the collateral securing such alleged Secured Claims as of the Petition Date. Each holder of an Allowed Unsecured Claim in Class 6 shall be paid by the Reorganized Debtor as follows in full satisfaction of such creditor's claim: holders of an allowed Class 6 (as well as other Classes of Claims deemed to be a member of Class 6) shall receive their pro-rata share of payments of a fixed amount from a common fund (the "Unsecured Creditor Pool"), for 36 months or, alternatively, of Disposable Income available to Primal Materials in payment of this Claim. Payments from the Unsecured Creditor Pool to holders of allowed Class 6 Claims shall be accrued and paid quarterly, for a period not to exceed 3 years and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the month of anniversary of the Effective Date. No Holder of a Class 6 Claim shall receive more than 100% of their Allowed Claim. A Holder of both a Class 6 Claim and a Class 13 Claim which is based on the same underlying obligation, shall be entitled to participate in either Class 6 or Class 13, but not both Classes (thereby entitling the Holder to only a single recovery from the Unsecured Creditor Pool). A Holder of a Class 6 or Class 13 Claim shall not be entitled to payment of interest on its Allowed Claim. Class 6 is impaired. Class 7 consists of the Holder of Allowed Interests of Primal Materials. The Holder of the Allowed Class 7 Interest shall retain his interest in the Reorganized Debtor. Class 7 is unimpaired. Class 8 consists of all Non-Tax Priority Unsecured Claims asserted against Primal Crushing. It is believed there are no Holders of Class 8 Claims. All Allowed Non-Tax Priority Unsecured Claims, if any, shall be paid the Allowed amount of such Claim without interest as payment in full on the Effective Date. Class 8 is unimpaired. Class 13 consists of Allowed Claims against Primal Crushing (including Claims arising from the rejection of executory contracts and/or unexpired leases) other than: (i) Administrative Claims; (ii) Priority Tax Claims; or (iii) Claims included within any other Class designated in this Plan. Class 13 shall be deemed to include those Creditor(s) holding an alleged Secured Claim against Primal Crushing for which: (y) no collateral exists to secure the alleged Secured Claim; and/or (z) liens, security interests, or other encumbrances that are senior in priority to the alleged Secured Claim exceed the fair market value of the collateral securing such alleged Secured Claims as of the Petition Date. Each holder of an Allowed Unsecured Claim in Class 13 shall be paid by the Reorganized Debtor as follows in full satisfaction of such creditor's claim: holders of an allowed Class 13 (as well as other Classes of Claims deemed to be a member of Class 13) shall receive their pro-rata share of payments of a fixed amount from a common fund (the "Unsecured Creditor Pool"), for 36 months or, alternatively, of Disposable Income available to Primal Crushing, in payment of this Claim. Payments from the Unsecured Creditor Pool to holders of allowed Class 13 Claims shall be accrued and paid quarterly, for a period not to exceed 3 years and the first quarterly payment will be due on the 20th day of the first full calendar month following the last day of the month of anniversary of the Effective Date. No Holder of a Class 13 Claim shall receive more than 100% of their Allowed Claim. A Holder of both a Class 6 Claim and a Class 13 Claim which is based on the same underlying obligation, shall be entitled to participate in either Class 6 or Class 13, but not both Classes (thereby entitling the Holder to only a single recovery from the Unsecured Creditor Pool). Class 13 is impaired. Class 14 consists of the Holders of Allowed Interests of Primal Crushing. The Holders of Allowed Class 14 Interest shall retain their interests in the Reorganized Debtor. Class 14 is unimpaired. The Debtors propose to implement and consummate this Plan through the means contemplated by Sections 1123 and 1145(a) of the Bankruptcy Code. In the event of Confirmation pursuant to Section 1191(a) of the Bankruptcy Code, the Reorganized Debtor shall make monthly deposits of $2,000.00 to the Unsecured Creditor Pool from which Disposable Income Payments shall be made on a quarterly basis to the Holders of Allowed Class 6 and Class 13 Claims pro rata. The first of 12 quarterly Disposable Income Payments shall be made on the first day of the third month following the Effective Date and every three months thereafter. In the event of Confirmation pursuant to Section 1191(b) of the Bankruptcy Code, the Unsecured Creditor Pool shall be funded by the Reorganized Debtor's Disposable Income which shall be calculated on each anniversary of the Effective Date for three years. The Disposable Income Payment shall be an amount equal to 50% of the Reorganized Debtor's annual "Net Proceeds". Net Proceeds shall be the funds remaining after the payment of the Reorganized Debtor's operating expenses and fixed plan payments after the payment of administrative expense claims. Reorganized Debtor shall make 12 Disposable Income Payments. A full-text copy of the Joint Plan of Reorganization dated September 11, 2023 is available at https://urlcurt.com/u?l=Mb1BZG from PacerMonitor.com at no charge. Counsel for Debtors: Joseph F. Postnikoff, Esq. Rochelle McCullough, LLP 300 Throckmorton, Suite 520 Fort Worth, TX 76102 Telephone: (817) 347-5260 Email: jpostnikoff@romclaw.com About Primal Materials Primal Materials, LLC, is a locally owned and operated company, providing dirt moving and excavation services for ranchers and new construction sites in the Big Country surrounding Abilene, Texas. Primal Materials, LLC, and affiliate Primal Crushing, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-10081 and 23-10082) on June 12, 2023. In the petition signed by Victor John Hirsch, III, member/manager, Primal Materials disclosed up to $500,000 in assets and up to $10 million in liabilities. Joseph F. Postnikoff, Esq., at Rochelle McCullough, LLP, serves as counsel to the Debtor. PRIME PLUMBING: Unsecureds Will Get 100% of Claims in Plan ---------------------------------------------------------- Prime Plumbing Services, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization for Small Business dated September 11, 2023. The Debtor provides residential and commercial plumbing services which are covered under owners' home warranties. The business is owned by James Coberly, who manages the everyday operations of the business and will continue to do so during and after the bankruptcy process. At the time of filing, Debtor was generally current on all of its obligations, save those with merchant cash advance creditors TVT Capital, LLC and Alternative Funding Group Corp. After falling behind on payments to the former, Debtor was unable to catch up, and the daily withdrawals from its bank account pursuant to its contract with TVT Capital, LLC hurt cash flow, triggering Debtor's decision to file the instant case. Debtor filed the present bankruptcy case to regain control of its money and reorganize its debts. Debtor leases a commercial property, at 1646 Oakbrook Drive, Gainesville, Georgia 30507, which is the company's headquarters and location of its assets. The Debtor's annual financial projections show that the Debtor will have projected disposable income of $35,400.00. The final Plan payment is expected to be paid on the last day of the 36th month after the plan is confirmed. This Plan of Reorganization proposes to pay creditors of the Debtor from future income it receives from operation of its business. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 8 Non-priority unsecured claims in the amount of $166,965.12. There are 2 non-priority, general unsecured claims: * HD Supply Facilities Maintenance, Ltd. in the amount of $154,637.60 (Claim No. 18). Debtor disputes this amount and reserves the right to object to this claim. * Bifurcated claim of Kubota Credit Corporation (Claim No. 17) with an unsecured amount of $12,327.52. Debtor shall pay the General Unsecured Creditors in full from the monthly available amount. There shall be no interest paid on these claims. It is estimated that each creditor will receive 100% of their claims (depending on allowed administrative claims and an adjudication of the allowance of Claim No. 18). Class 9 consists of Equity Security Holders of the Debtor. Except as may be expressly provided otherwise in the Plan, upon Confirmation the Debtor will retain all of the property of the estate free and clear of all liens, claims, and encumbrances not expressly retained by creditors. The Debtor will retain all of the rights, powers, and duties of Debtor in Possession under the Bankruptcy Code. The source of funds for the payment pursuant to the Plan will be Debtor's income from operation of its business. A full-text copy of the Plan of Reorganization dated September 11, 2023 is available at https://urlcurt.com/u?l=ba9o6S from PacerMonitor.com at no charge. Attorney for Debtor: Douglas Jacobson, Esq. LAW OFFICES OF DOUGLAS JACOBSON, LLC 107 Colony Park Drive, Suite 100 Cumming, GA 30040 Tel: (678) 341-9114 E-mail: douglas@douglasjacobsonlaw.com About Prime Plumbing Prime Plumbing Services, LLC, is a building equipment contractor in Gainesville, Ga. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20661) on June 13, 2023, with as much as $50,000 in assets and $1 million to $10 million in liabilities. Gary Murphey of Resurgence Financial Services, LLC has been appointed as Subchapter V trustee. Judge James R. Sacca oversees the case. The Debtor tapped Douglas Jacobson, Esq., at the Law Offices of Douglas Jacobson, LLC as bankruptcy counsel and David Shawn Buffaloe, CPA, at The Buffaloe Group, LLC as accountant. QUALTEK LLC: S&P Raises ICR to 'CCC+' on Emergence From Chapter 11 ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on QualTek LLC to 'CCC+' from 'D' on reduced balance sheet debt and cash interest expense post-emergence and its expectation for improved operating performance. S&P said, "We assigned our 'CCC+' issue-level rating on the company's first-lien term loan, with a recovery rating of '3' (rounded estimate: 50%). We also assigned our 'CCC-' issue-level rating on the second- and third-lien term loans, with a recovery rating of '6' (rounded estimate: 0%). "The stable outlook reflects our expectation that QualTek's new capital structure will grant the company enhanced financial flexibility to execute its post-emergence plan and focus on margin improvement. We anticipate its performance will recover over the next 12-24 months with improved credit metrics." QualTek LLC’s emerged from bankruptcy with a revised capital structure on July 14, 2023, after filing for Chapter 11 protection in May. S&P said, "The upgrade reflects QualTek's lower debt burden out of bankruptcy and our expectation for gradual recovery in operating performance. The company's post-emergence capital structure consists of a $101 million asset-based lending (ABL) facility, a $135 million first-lien term loan, a $105 million second-lien term loan, and a $0.128 million third-lien term loan. Its S&P Global Ratings-adjusted debt (including leases) dropped to approximately $415 million from $663 million as of April 2023. "We expect this will provide the company with increased flexibility to execute its emergence plan and improve its operational performance over the next 12-24 months. "We expect QualTek will focus on improving margins through disciplined project selection, subcontractor management, and pricing negotiations, while also streamlining operations to reduce selling, general, and administrative costs through back-office savings and headcount reduction as a private company. Overall, we forecast that QualTek will generate approximately $700 million in revenue in 2024-2025, with an S&P Global Ratings-adjusted EBITDA margin of about 10% "Under our base case, we expect S&P Global Ratings-adjusted debt to EBITDA below 7x in 2024. However, upon emergence, Caspian Capital L.P. and First Eagle Investment Management, LLC became the majority holders of the company. We expect them to employ aggressive financial policies typically seen with financial sponsors. This includes a potential inclination towards maximizing value to shareholders within a finite holding period, and using debt for acquisitions, which may limit sustained leverage reduction. "The rating also reflects QualTek's tight cash flows after interest and debt servicing, as well as the short-term maturity on its first-lien term loan. Under the new capital structure, we project lower cash interest costs of approximately $30 million per year (compared with approximately $59 million in 2022), as the first- and second-lien term loans have 1% mandatory cash interest, with the majority being accrued through 9% payment in kind (PIK), while the third-lien is PIK only. "However, we estimate cash flows from operations will be modest in 2024. We believe it will take some time for the company to make meaningful improvements in operations before achieving a sustainable capital structure. Additionally, the first-lien term loan will become current in July 2024, facing refinancing risk in the next ten months. "We consider there to be execution risks to Qualtek's post-emergence recovery plan. Focusing on the telecommunications sector, QualTek operates on a smaller scale compared with some of its larger rated peers, such as Dycom Inc, MasTec Inc. and Quanta Technology LLC. The company also experiences high customer concentration. In 2022, AT&T accounted for 39% of its total revenues, followed by Verizon and T-Mobile, each of which accounted for more than 10%. This could potentially limit QualTek's ability to negotiate prices with large customers, which is a key part of its plan to improve margins. As the company executes disciplined project and customer selection, this strategy could also have an adverse impact on revenues. Additionally, while we believe that network spending is experiencing significant momentum fueled by infrastructure capital expenditures in the near-to-medium term, a macroeconomic recession or downturn may lead to delays or reduced capital spending by major customers, impacting the demand for QualTek's services. "In the renewable segment, QualTek is a relative newcomer, with a specialized focus on wind and solar farm fiber optic communications. While we currently anticipate projects will ramp up in 2024, this is somewhat dependent on the speed of funding inflow from the Infrastructure Investment and Jobs Act. "The stable outlook reflects our expectation that QualTek's new capital structure will grant the company enhanced financial flexibility to execute its post-emergence plan and focus on margin improvement. We anticipate a recovery in its performance over the next 12-24 months with improved credit metrics." S&P could lower its ratings on Qualtek if: -- The company's operating performance deviates from its post-emergence improvement plans, causing a material deficit in its cash flow to cover debt service, cash and/or PIK interests, and other potential outflows; -- The company faces upcoming debt maturities, heightened refinancing risk, or potential default scenarios where it has limited access to capital markets; -- Its liquidity position weakens. Although unlikely in the next 12 months, S&P could raise the ratings to 'B-'if: -- QualTek establishes a track record of good execution based on its post-emergence plan, such that the company operates at a sustainable capital structure and a comfortable liquidity position. Under this scenario, S&P would expect its free operating cash flow (FOCF) to be positive after considering capex, amortization, cash and/or PIK interests. -- The company's debt to EBITDA improves below 7x and its financial policy and sponsors prioritize maintaining leverage at this level over the long term; -- The company successfully addresses its 2025 first-lien term loan maturity in a timely manner. S&P said, "Governance is a moderately negative consideration in our credit rating analysis of QualTek, as is the case for most rated entities owned by private-equity sponsors. We believe the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns." QUICK TUBE: Case Summary & Eight Unsecured Creditors ---------------------------------------------------- Debtor: Quick Tube Systems, Inc. 24501 Hufsmith Kohrville Rd Tomball, TX 77375 Business Description: QTS, Inc. is a provider of physical security, electronic security, customized drive-up service, and delivery systems. Its products include pneumatic delivery systems, indoor & outdoor kiosks, deal drawers & drive through windows, electronic & mechanical locks, security storage, cash management security, video surveillance, security entrance control & access control, alarm panels & alarm monitoring, biometric access control, intercom audio & video systems, and directional LED signs. Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-33570 Judge: Hon. Jeffrey P Norman Debtor's Counsel: Robert C. Lane, Esq. THE LANE LAW FIRM 6200 Savoy Dr Ste 1150 Houston TX 77036-3369 Tel: (713) 595-8200 Email: notifications@lanelaw.com Total Assets: $2,395,188 Total Liabilities: $3,383,980 The petition was signed by Ray Epps as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QADUFMA/QUICK_TUBE_SYSTEMS_INC__txsbke-23-33570__0001.0.pdf?mcid=tGE4TAMA REALD INC: $260MM Bank Debt Trades at 44% Discount -------------------------------------------------- Participations in a syndicated loan under which RealD Inc is a borrower were trading in the secondary market around 56.3 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $260 million facility is a Term loan that is scheduled to mature on November 30, 2023. The amount is fully drawn and outstanding. RealD Inc. is a private company known for its RealD 3D system, which is used for projecting films in stereoscopic 3D using circularly polarized light. RETAILING ENTERPRISES: Court OKs Cash Collateral Access ------------------------------------------------------- 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. 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 uthorized 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 Final 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 Final 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=QnpTsX 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. RYDER SYSTEM: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on August 28, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Ryder System, Inc.. Headquartered in Miami, Florida, Ryder System, Inc. provides a continuum of logistics, supply chain, and transportation management solutions worldwide. SAN JORGE CHILDREN'S:Debtor Did Not Disclose the Claim of Creditors ------------------------------------------------------------------- Creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco object to the Disclosure Statement of San Jorge Children's Hospital, Inc. The Debtor did not disclose the claim of creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco. The appearing party objects for not been disclose. At the disclosure statement filed at docket 386; states the Class 4: Contingent, Disputed and Unliquidated Claims. According to what stated before at the last few paragraphs of this document regarding the case of In re Mahoney Hawkes, supra; the funds of the insurance policy that covers the medical malpractice of creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco requires another class to be disclosed in the disclosure statement that it only includes those creditors to have a right to collect from a specific medical malpractice insurance policy. Furthermore, if the claim of creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco is allowed later on, then a separate class has to be allowed from the class 3, General Unsecured. It will require another class to be disclosed in the disclosure statement that it only includes those creditors that have a right to collect from the medical malpractice insurance policy. The appearing party objects the disclosure statement because it does not include and disclose a separate class or classes from the class 3, so that specifically creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco could collect if their claim is allowed and are the only ones to collect from that medical malpractice insurance policy that covers their claim. Due to the fact that two medical malpractice cases were filed against debtor, and the proof of claim of creditors Monica Fonseca also known as Monica Franco Gutierrez and Monica Valentina Martínez Franco was filed in this case, different insurance policies could form part of the estate, and could cover the medical malpractice of the two suits and the proof of claim of the appearing party. Then for each different policy that exists, it should have been disclose in the disclosures statement different classes for each different policy. For each different insurance policy that would cover in each medical malpractice case, a different class needs to exist, and be disclosed within the disclosure statement. This was not inform in the disclosure statement. Furthermore, the disclosures statement is objected and must inform, that a second source of funding the appearing party is from the proceeds of the Debtor's assets if the insurance policy does not cover all the damages. This has to be informed in the Class 3. This will occur if the insurance policy proceeds do not cover all the damages. The case of in re Mahoney Hawkes, 289 B.R. 285, 290(2002); states the second source of funding is the proceeds from the liquidation of any of the Debtor's assets. The disclosures statement does not inform what is discussed in this paragraph, in the class 3: General Unsecured Claims if the claim is allowed. Also, its disclosure statement neither inform the same argument just mentioned within Class 4: Contingent, Disputed and Unliquidated Claims, during the period of time that the claims have not been determined to be allowed. That will apply when the insurance policy does not cover all the damages. The proof of claim of Monica Valentina Martinez and the proof of claim of Monica Fonseca, and the documents filed at docket 372 which were translated, evidence that the appearing party have made extrajudicial claims to the Debtor San Jorge Children's Hospital. The appearing party have filed in the record of the bankruptcy case evidence that it can filed a case against the insured. The appearing party is claiming the procedure, pursuant to SLG Albert-García v. Integrand Asrn., 196 DPR 382, 393(2016). The appearing party have a cause of action against the debtor San Jorge Children's Hospital. From the record of this case this is the only alternative that the appearing party have. Likewise, if the appearing party in this document who has suffered the damage directs his cause of action against the insured and obtains a judgment final and firm against the latter, the injured party could urge a later action against the insurer to demand payment of the judgment. If the appearing party obtains a judgment, then it can sue the insurance company. The disclosure statement filed at docket 386 does not inform the allowance of those procedures, including filing a case against the insurance company later on, which will require the corporate existence. The corporation must continue to exist to follow the procedures. The disclosure statement does not inform what I stated, within clause I Corporate Existence. It has not been informed that the corporation will exists in order to follow the procedures of SLG Albert-García v. Integrand Asrn., 196 DPR 382, 393(2016). At the disclosure Statement, it states that "Except as otherwise provided in the Plan, any Plan Supplement, or any agreement, instrument, or other document incorporated in the Plan or any Plan Supplement, the Debtor shall continue to exist on and after the Effective Date as separate corporation or a limited liability company. The appearing party objects, because it has to inform the disclosure statement that the debtor will continue to exist in order to allow the alternatives stated in the two last prior paragraphs even after the effective date, approval of the plan or closing of this bankruptcy case, as allowed in the case of SLG Albert-García v. Integrand Asrn., 196 DPR 382, 393(2016) in order to collect the proceeds of the insurance policy. In the case of in re Mahony, 289 B.R. 285, 295(2002); expresses that the Debtor's interest in the proceeds of the Policy is precisely that identified in Tringali. The malpractice claimants have the right to receive some property of the estate that general unsecured creditors cannot receive. They are, in effect, MULTIPLE SECURED creditors having claims against a single fund. The disclosure statement addresses the issue of closing the corporate existence. The disclosure statement does not inform how is going to protect the single fund, which will be the insurance policy proceeds related to the appearing party. An individual fund needs to be created so that only the appearing party could collect from the insurance proceeds; for example a trust. This is not disclosed in the disclosure statement. Furthermore, the appearing party raises that debtor has not inform within the disclosure statement as to how it will protect 1) the medical record of Monica Valentina Martínez, 2) the notifications between Continental Insurance Company and the debtor. 3) the notifications from creditors Monica Valentina Martinez and Monica Fonseca to San Jorge Children Hospital through the years to stay the statute of limitations. This have not been informed within the clause of the corporate existence. Since the Debtor wants to close the legal entity the evidence 1) of medical record of Monica Valentina Martínez, 2) the notifications between Continental Insurance Company 3) the notifications from creditors Monica Valentina Martinez and Monica Fonseca to San Jorge Children Hospital through the years to stay the statute of limitations all of those need to be protected. Debtor have not disclosed how they are going to protect that evidence. The case of Jimenez v. Caribbean Restaurants, LLC, 483 F. Supp. 2d 140, 143; states that spoliation can be defined as the failure to preserve evidence that is relevant to pending or potential litigation. Through the court's inherent power to manage its own affairs, it may sanction a party for spoliation. Debtor has to protect the evidence of the case, and it had not informed how it will protect the evidence, because it wants to sell the hospital and close the legal entity. Also, the appearing party objects section O. Release, Injunction and Related Provisions because the disclosure statement does not inform or disclose that after the approval of the plan or even after the closing of the bankruptcy case, that the appearing party in this document who has suffered the damage could direct its cause of action against the insured(the debtor) and obtain a judgment final and firm against the latter, the injured party(the appearing party) could urge a later action against the insurer to demand payment of the judgment. ́If the appearing party obtains a judgment then it can sue the insurance company. The disclosure statement filed at docket 386 in those clauses do not inform the allowance of those procedures, including filing a case directly against the insurance company or jointly and without the request of a relief of stay. Counsel for the Creditors: Glenn Carl James, Esq. JAMES LAW OFFICE PMB 501, 1353 Ave. Luis Vigoreaux Guaynabo, PR 00966-2700 Tel: (787) 616-2885 E-mail: glenncarljameslawoffices@gmail.com About San Jorge Children's Hospital San Jorge Children's Hospital, Inc. operates a hospital in San Juan, P.R., which specializes in pediatrics. San Jorge Children's Hospital filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 22-02630) on Sept. 1, 2022, with between $10 million and $50 million in both assets and liabilities. Edward P. Smith, chief operating officer, signed the petition. Judge Maria De Los Angeles Gonzalez presides over the case. The Debtor tapped Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC as bankruptcy counsel and Galindez, LLC as external auditor. Cardona Jimenez Law Offices, P.S.C. represents the official committee of unsecured creditors appointed in the Debtor's case while RSM Puerto Rico serves as the committee's financial advisor. SEALED AIR: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on August 21, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Sealed Air Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Charlotte, North Carolina, Sealed Air Corporation manufactures packaging and performance-based materials and equipment systems that serve food, industrial, medical, and consumer applications. SEINEYARD INC: Seeks to Sell Woodville Property for $610,000 ------------------------------------------------------------ Seineyard, Inc. asked the U.S. Bankruptcy Court for the Northern District of Florida to approve the sale of its real property in Woodville, Fla. Nileshkumar Patel, the buyer, offered to pay $610,000 for the property located at 8056 Woodville Highway, Woodville, Fla. The property will be sold "free and clear" of all liens, encumbrances and interests. All fees, closing costs, settlement costs and taxes, if any, will be paid at closing. While the closing date is as soon as possible after obtaining court approval, the sale is subject to obtaining court approval within 30 days of the signed contract date or Oct. 3. The Woodville property is encumbered by the first mortgage of Centennial Bank. Subject to court approval, the bank has agreed to the sale provided that it is paid the sum of $556,322.64 from the net proceeds. The sale hearing is scheduled for Oct. 3. About Seineyard Inc. Seineyard, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-40028) on Jan. 27, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Karen K. Specie oversees the case. Bruner Wright, P.A. is the Debtor's bankruptcy counsel. SHAWCOR LIMITED: DBRS Places BB(low) Issuer Rating Under Review --------------------------------------------------------------- DBRS Limited placed the Issuer Rating and Senior Unsecured Notes rating of Shawcor Ltd. (now doing business as Mattr or the Company) Under Review with Positive Implications following the Company's announcement that it has signed a definitive agreement to sell a substantial part of its pipe coating division (Pipeline Performance Group or PPG) to Tenaris for USD 166 million (approximately $220 million; the Transaction). The Transaction is subject to customary conditions and regulatory approvals and is expected to be completed within approximately six months. The Transaction will include the Company's wholly owned operations in Canada, the U.S., Mexico, Norway, the United Arab Emirates, and Indonesia; several mobile concrete coating plants; its joint-venture interest in Azerbaijan; its research and development capabilities in Toronto and Norway; and a broad portfolio of intellectual property. The Transaction excludes PPG businesses in Malaysia, Italy, the UK, and Brazil, which Mattr remains committed to exit from at a later date. DBRS Morningstar estimates that subsequent to the closing of the Transaction, the Company's annual revenues to be approximately $1 billion with adjusted EBITDA above $150 million, respectively. The Under Review with Positive Implications status reflects DBRS Morningstar's view that Mattr's business risk profile should benefit substantially from increased earnings stability, given the relatively higher earnings volatility associated with the pipe coating division, and higher full-cycle margins, leading to an overall improved credit risk profile. Furthermore, the Transaction should provide the Company with more financial flexibility to improve its liquidity position and/or reinvest funds to strengthen its existing businesses. In its review, DBRS Morningstar will focus on (1) assessing the improved business risk profile of the Company; (2) Mattr's continued operational execution and updated financial risk profile following the Transaction, including the future free cash flow generation capacity; (3) the Company's longer-term business strategy and financial management intentions; and (4) any resulting implications for the Recovery Rating on the Senior Unsecured Debt. DBRS Morningstar expects to resolve the Under Review with Positive Implications status upon the close of the Transaction. That said, assuming the Transaction closes as planned and/or the Company continues to execute solidly, DBRS Morningstar is likely to upgrade Mattr's Issuer Rating by at least one notch on close. Notes: All figures are in Canadian dollars unless otherwise noted. SHENANDOAH TELECOMMUNICATIONS: Egan-Jones Keeps BB+ Unsec. Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on August 29, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Shenandoah Telecommunications Company. Headquartered in Edinburg, Virginia, Shenandoah Telecommunications Company provides telecommunications services through its subsidiaries. SINCLAIR BROADCAST: Egan-Jones Retains CCC+ Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on August 29, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Sinclair Broadcast Group, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Hunt Valley, Cockeysville, Maryland, Sinclair Broadcast Group, Inc. operates as a television broadcasting company. SM ENERGY: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------- Egan-Jones Ratings Company on August 23, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by SM Energy Company. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Denver, Colorado, SM Energy Company is an independent energy company that explores for and produces natural gas and crude oil. SOFT SURROUNDINGS: Creditors to Get Proceeds From Liquidation ------------------------------------------------------------- Soft Surroundings Holdings, LLC, and its debtor affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Combined Disclosure Statement and Joint Plan of Liquidation dated September 11, 2023. Operating under the Soft Surroundings(R) brand, the Debtors are a leading direct-to-consumer nationwide company, selling women's apparel, accessories, beauty products, and home goods. The Debtors' brand is centered around a direct to consumer business and a robust e-commerce marketplace, which will continue after the Debtors emerge from these Chapter 11 Cases. In late July 2023, facing strained liquidity, the Debtors undertook a process to find a new lender to support itself through its marketing process. After receiving several proposals, the Debtors, with the approval of the Ms. Smith and the Board, determined that a loan from 1903P was the best possible financing available. 1903P's loan provided much-needed bridge financing and allowed the marketing process to continue pursuant to a set of agreed-upon milestones. Additionally, 1903P agreed to act as a back-up bidder to purchase the assets of the Debtors if the Debtors could not find a viable purchaser for its assets during the marketing process. The Debtors and SSG introduced their existing lender, 1903P, to Coldwater Creek, a leading American catalog and online retailer of women's apparel, accessories, shoes and home decor in the hopes that a partnership could be forged to save the iconic Soft Surroundings brand. The strategy was successful and, after weeks of arm's-length negotiations, the parties developed a value maximizing transaction to save the Soft Surroundings brand, which transaction forms the foundation of the Restructuring Support Agreement entered into on September 10, 2023. The centerpiece of the transaction is the transfer of the Debtors' direct to consumer business to an affiliate of Coldwater Creek and a subsequent wind-down of the Debtors' brick and mortar locations through this Plan. This transaction has the support of the Debtors' existing equity sponsor, Brentwood, and 100% of the Debtors' capital structure, all of which signed the Restructuring Support Agreement. The Restructuring Support Agreement includes important milestones, which will allow the Debtors to consummate the going concern sale transaction prior to the revenue-driving holiday season. To provide the Debtors with the liquidity needed to preserve and stabilize operations and conduct a value-maximizing sale process, the Debtors negotiated the DIP Orders and DIP Financing Documents, which provided the Debtors with a superpriority administrative claim debtors-in-possession credit facility in an aggregate maximum principal amount of up to $[18] million. No alternative source of funding to satisfy the Debtors' critical liquidation objectives was available. Prior to the Petition Date, the Debtors and the DIP Lender (and their respective advisors) engaged in arm's-length negotiations regarding the terms and conditions of the DIP Orders and DIP Financing Documents. On the Effective Date, a Plan Agent will be appointed by the Debtors to administer the Plan and wind down the Debtors' Estates. As of the Effective Date of the Plan, the Plan Agent will be responsible for all payments and distributions to be made under the Plan to the Holders of Allowed Claims. Each Executory Contract and Unexpired Lease to which the Debtors are a party shall be deemed rejected unless the Debtors expressly assume such agreements before the Effective Date. The Plan is premised upon the substantive consolidation of the Debtors solely for the purposes of voting, determining which class or classes have accepted the Plan, confirming the Plan, and the resulting treatment of Claims and Interests and Distributions under the Plan. Class 5 consists of all General Unsecured Claims. On the applicable Distribution Date, holders of General Unsecured Claims shall not receive or retain any distribution, property, or other value on account of their General Unsecured Claims. Claims in Class 5 are Impaired. Class 7 consists of all Equity Interests in the Debtors. On the Plan Effective Date, all Interests in the Debtors shall be cancelled, released, extinguished, and discharged and will be of no further force or effect. Each holder of an Interest shall receive no recovery or distribution on account of their Interests in the Debtors. Except as otherwise provided in the Plan, or any agreement, instrument, or other document incorporated herein or therein, including, without limitation, the Asset Purchase Agreement, the Agency Agreement and the Transition Services Agreement, on the Effective Date, the Assets shall revest in the Estates for the purpose of liquidating the Estates, free and clear of all Liens, Claims, charges, or other encumbrances. On and after the Effective Date, the Wind-Down Debtors may, at the direction of the Plan Agent, and subject to the Confirmation Order, use, acquire, or dispose of property, and compromise or settle any Non-GUC Claims, Interests, or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. On and after the Effective Date, the Wind-Down Debtors shall continue in existence for purposes of (a) resolving Claims, (b) making distributions on account of Allowed Claims, (c) establishing and funding the Disputed Claims Reserve, and any other similar amounts in accordance with the terms of this Plan, (d) filing appropriate Tax returns, (e) liquidating all Excluded Assets of the Debtors and winding down the Estates, and (f) otherwise administering the Plan. A full-text copy of the Combined Disclosure Statement and Plan dated September 11, 2023 is available at https://urlcurt.com/u?l=mmo6FA from PacerMonitor.com at no charge. About Soft Surroundings Operating under the Soft Surroundings brand, Soft Surroundings Holdings and its subsidiaries are a direct-to- consumer nationwide company, selling women's apparel, accessories, beauty products, and home goods. The Debtors' brand is centered around a direct to consumer business, which includes a robust e-commerce marketplace. Soft Surroundings Holdings, LLC, and its 3 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90769) on Sept. 10, 2023, with $0 to $50,000 in assets and $50 million to $100 million in liabilities. Curt Kroll, chief restructuring officer, signed the petitions. The Debtors tapped KATTEN MUCHIN ROSENMAN LLP as general bankruptcy counsel; and LAW OFFICE OF LIZ FREEMAN as local bankruptcy counsel. SSG CAPITAL PARTNERS, LLC, is the investment banker. STRETTO, INC., is the claims agent. SOUTHERN NEW YORK: Paul Levine Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Region 2 appointed Paul Levine, Esq., at Lemery Greisler, LLC as Subchapter V trustee for Southern New York Neurosurgical Group, P.C. Mr. Levine 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. Levine declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Paul A. Levine, Esq. Lemery Greisler, LLC 677 Broadway – 8th Floor Albany, NY 12207 Phone: 518-433-8800 Email: plevine@lemerygreisler.com About Southern New York Neurosurgical Southern New York Neurosurgical Group, P.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60654) on Sept. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Peter Alan Orville of Orville & Mcdonald Law, PC represents the Debtor as legal counsel. SSS&C TECHNOLOGIES: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on August 29, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by SS&C Technologies Holdings, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Windsor, Connecticut, SS&C Technologies Holdings, Inc. develops and markets computer software for financial services providers. ST. MARGARET'S HEALTH: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------------- The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley. The committee members are: 1. Alcon Laboratories, n/k/a Alcon Vision Attn: Shellie Vigil, Sr. Credit Analyst 6201 S. Freeway Fort Worth, TX 76134 2. Onestaff Medical, Limited Liability Company Attn: Travis Marr 10802 Farnam Drive Omaha, NE 68154 3. Liquid Agents, LLC Attn: Jo Anna Sanders 5810 Tennyson Pkwy., Suite 300 Plano, TX 75024 4. Illinois Valley YMCA, Inc. Attn: Chris Weittenhiller 300 Walnut Street Peru, IL 61354 5. Burwood Group Attn: Mark Theoharous 1515 W. 22nd Street, Suite 200W Oak Brook, IL 60523 6. Anesthesia Associates, Ltd. Attn: Michael D. Coulson, D.O. 23 S. Lincolnway Street North Aurora, IL 60542 7. Jackson and Coker Locum Tenens, LLC Attn: LaKeisha Sisco-Beck 2655 Northwinds Parkway Alpharetta, GA 30009 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 St. Margaret's Health St. Margaret's Health-Peru and St. Margaret's Health-Spring Valley are providers of healthcare services. The Debtors filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 23-11641) on Aug. 31, 2023. At the time of the filing, the Debtors reported $10 million to $50 million in both assets and liabilities. Judge David D. Cleary oversees the cases. Howard L. Adelman, Esq., at Adelman & Gettleman, Ltd. serves as the Debtors' legal counsel. SUD'S CLUB: Seeks to Hire Boyer Terry as Bankruptcy Counsel ----------------------------------------------------------- SUD'S Club, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Georgia to hire Boyer Terry LLC as its legal counsel. Boyer Terry will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business and management of its property; (b) prepare legal papers; (c) continue existing litigation to which the Debtor may be a party and conduct examinations incidental to the administration of the Debtor's estate; (d) take any and all necessary action for the proper preservation and administration of the estate; (e) assert all claims Debtor has against others; (f) negotiate and work with creditors in this case to analyze the Debtor's assets and liabilities and determine the extent, validity, and priority of all claims and interests in this case; (g) assist the Debtor in preparation of his Disclosure Statement and Plan of Reorganization; (h) perform all other legal services. The hourly rates of Boyer Terry's counsel and staff are as follows: Attorneys $350 - $370 Research Assistants and Paralegals $100 - $125 The Debtor paid Boyer Terry a prepetition advance deposit of $5,000. Christopher Terry, Esq., an attorney at Boyer Terry, 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: Christopher W. Terry, Esq. BOYER TERRY LLC 348 Cotton Avenue, Suite 200 Macon, GA 31201 Tel: (478) 742-6481 Fax: (770) 200-9230 Email: Chris@boyerterry.com About SUD'S Club, LLC SUD'S Club, LLC is the owner of a commercial property located at 673 Old Phoenix Road Eatonton, Georgia valued at $2.2 million. SUD'S Club, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51151) on August 23, 2023, listing $3,037,441 in assets and $2,280,000 in liabilities. The petition was signed by Jacob Fried as sole member. Christopher W. Terry, Esq. at BOYER TERRY LLC represents the Debtor as counsel. SUMMIT MIDSTREAM: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on August 29, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Summit Midstream Partners LP. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Summit Midstream Partners, LLC owns and operates midstream energy infrastructure assets. SUNLAND MEDICAL: Taps Stretto as Claims and Noticing Agent ---------------------------------------------------------- Sunland Medical Foundation d/b/a Trinity Regional Hospital Sachse and affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Stretto, Inc. as claims, noticing, and solicitation agent. The Debtor requires a claims, noticing and solicitation agent to serve notices to creditors, equity security holders and other concerned parties, and provide computerized claims-related services. The Debtors provided Stretto a retainer in the amount of $20,000. Sheryl Betance, a senior managing director at Stretto, 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: Sheryl Betance STRETTO, INC. 410 Exchange, Ste. 100 Irvine, CA 92602 Telephone: (714) 716-1872 Email: sheryl.betance@stretto.com About Sunland Medical Foundation Sunland Medical Foundation is a not-for-profit, 32-bed, community-focused acute care hospital providing care to the residents of Sachse, Murphy, Wylie, Rowlett, Garland, Plano, Richardson, and surrounding communities. Sunland Medical Foundation and certain of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 23-80000) on August 29, 2023. In the petition signed by Jonathan Nash, chief restructuring officer, Sunland Medical disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Michelle V. Larson oversees the case. McDermott Will & Emery LLP represents the Debtor as legal counsel, Meadowlark Advisors, LLC as financial advisor, and Stretto, Inc., the claims agent. SUNLIGHT PROPERTIES: Unsecureds Will Get 100% of Claims in Plan --------------------------------------------------------------- Sunlight Properties, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a First Disclosure Statement to accompany Plan of Reorganization dated September 11, 2023. The Debtor was formed in 2016 and is a real property investment company in Las Vegas, Nevada. The Debtor owned 11 single family residential properties that it acquired at foreclosure sales conducted by, or for the benefit of, homeowners' associations. Because 10 of Debtor's 11 properties were encumbered by deeds of trust securing claims that exceed the value of the properties, Debtor filed its first Chapter 11 case to provide a legal mechanism for it to restructure the debts encumbering the properties. In addition, because several of the properties had been abandoned, were in states of disrepair and, in some cases, were being used by squatters, Debtor improved the properties so as to be habitable. Class B-1 consists of all unsecured Allowed Claims. There are no unsecured claims other than a claim filed by the UST for $975 in quarterly fees apparently owed from the prior chapter 11. In the event they are deemed to exist, Class B Allowed Claims shall be paid in an amount equal to 100% of the Allowed Claim, without interest, on or before 60 days from the effective date. Val Grigorian is the sole owner of Debtor. Val Grigorian shall retain his equity interest. The Debtor shall primarily operate the Reorganized Debtor post-confirmation through its principal Val Grigorian. The Debtor shall continue with its operations and shall pay creditors with proceeds from its operations. A full-text copy of the First Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=EswulD from PacerMonitor.com at no charge. Attorney for Debtor: David Mincin, Esq. Mincin Law, PLLC 7465 W. Lake Mead Blvd., Ste. 100 Las Vegas, NV 89128 Telephone: (702) 852-1957 Email: dmincin@mincinlaw.com About Sunlight Properties Sunlight Properties, LLC, is the fee simple owner of five real properties in Las Vegas, with a total current value of $2.58 million. Sunlight Properties sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 22-10708) on March 1, 2022, disclosing $2,581,500 in total assets and $1,348,000 in total liabilities. Val Grigorian, managing member, signed the petition. David Mincin, Esq., at Mincin Law, PLLC, serves as the Debtor's legal counsel. SUNOCO LP: Fitch Gives 'BB+' Rating on Proposed Sr. Unsecured Notes ------------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR4' rating to Sunoco LP's (SUN) proposed issuance of senior unsecured notes. Sunoco Finance Corp. is a co-issuer on the proposed notes. Proceeds are expected to be used to pay down part of the $990 million SUN had outstanding on its revolver as of June 30, 2023. SUN's ratings reflect its leverage, healthy margins, and resilient business. A challenge for SUN's credit quality is macro uncertainty related to inflation and demand destruction. KEY RATING DRIVERS Free Cash Flow: Fitch expects SUN to be FCF positive in 2023, with full-year incremental cash flows from recent acquisitions at the end of 2021, in early 2022 and at the end of 2022. The partnership has a long-term leverage target of 4.0x, and the company's cash flow profile has resulted in leverage coming down from Fitch's forecast of 4.2x for the LTM ending Dec. 31, 2022 and 2023 to below 3.9x for the LTM ending June 30, 2023. Stable Margins: A contract with 7-Eleven, Inc. with 11 years remaining provides a fixed price for a fixed number of gallons per annum. The specified base gallonage is 2.2 billion gallons per annum, which is sizeable against the partnership's run-rate total of about 7.7 billion gallons. In addition, the entire value chain stretching from retail stores (where the partnership is a lessor, and, in small numbers, a retailer) to wholesaling (the partnership core) features elements that make for resilient margins. The product is a necessity of most U.S. citizens' everyday lives, and the value chain in aggregate generally adjusts its selling price when volumes fall (like at the onset of the pandemic) to preserve a gross margin dollar value. Leverage Forecast: Fitch's previous leverage forecast projected SUN to delever as the company aimed to follow its own stated 4.0x leverage target. Fitch's forecast for 2022 and 2023 was 4.2x, and through Q2 2023 SUN outperformed this forecast by reaching a Fitch-calculated leverage of below 3.9x. This was due to the nature of its resilient business and its ability to increase profit per gallon and volumes sold. SUN calculates its leverage using a net leverage, which generally leads to a lower leverage number than Fitch's figure. Volumes and the per unit gross margin remain important rating factors. Inflation remains a topic of general concern and political discussion, which includes the price of gasoline. Fitch believes SUN's management is committed to its leverage policy, and the company has a solid track record of execution, both before and during the pandemic. Highly Fragmented Sector: SUN is the largest independent distributor of motor fuels in the U.S. The overall sector (both independents and non-independents) is highly fragmented. SUN's range of activities is wide, from being the 'bridge' between credit card banks and Sunoco credit card customers, to wholesaling to other wholesalers at its terminals. Terminal ownership continues to grow as the company makes acquisitions. Fitch believes that the sector is likely to present attractive acquisition opportunities. In the event a series of new deals are struck, Fitch will monitor acquisition multiples and financing plans. Fitch believes that high credit quality would be inconsistent with the suspension of SUN's 4.0x long-term target policy in most years. Parent Subsidiary Linkage: SUN's ratings reflect its standalone credit profile with no express linkage to its parent company. Fitch believes Energy Transfer LP (ET; BBB-/Positive; the general partner and owner of a minority but meaningful stake in the limited partnership units) has the stronger credit profile of the two entities, given ET's size, scale, geographic, operational and cash flow diversity relative to SUN. No uplift is provided to SUN's ratings as Fitch considers strategic, operational and legal (e.g., cross-defaults) incentives weak. Certain SUN board members are designated as independent board members and serve on a conflicts committee. DERIVATION SUMMARY SUN's status as a nearly pure play wholesale motor fuel distribution company makes it unique in Fitch's North American midstream energy coverage. Retailer AmeriGas Partners, LP (APU; BB-/Negative) is the leading peer for SUN given that it shares a focus on trucking a necessary fuel (in APU's case, propane), requiring both companies to perform fuel sourcing operations, and meshing those operations with the price to the customer so as to negate commodity price risk. Both companies have leading positions in a fragmented industry. Fitch expects SUN will continue to remain around its 4.0x stated leverage target over the forecast. Fitch expects APU's leverage to be at approximately 5.5x-5.6x by FYE 2023, as the company continues to struggle with elevated operating costs and lower retail volumes. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer: - Fitch oil price deck, which bears, over the long term, a relationship to the price of motor fuels. - Motor fuel sales gallons sold in line with management's forecast. - Cents per gallon (CPG) immaterially lower than management forecast, reflecting mainly the intensity of consumer focus on gasoline prices at a time of general inflation concerns. If the motor fuel sales gallons sold exceeds Fitch's expectations (which, as mentioned are in line with management), then Fitch expects CPG to be below management's outlook. - Distributions to unitholders held level. - Maintenance capital expenditures and growth capex generally in line with management's forecast. - Some small acquisitions, based on the company's demonstrated successful track record, the fragmented nature of the industry, and SUN's versatile operating span of activities. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch does not currently expect an upgrade. However, achievement of EBITDA Leverage forecasted for a sustained period to be at or less than 3.3x could result in an upgrade. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA Leverage at or above 4.3x on a sustained basis could result in negative rating action; - EBIT margin at or below 2.0% on a sustained basis; - A transformative acquisition that increases business risk, unless balanced as to its financing. LIQUIDITY AND DEBT STRUCTURE Liquidity Adequate: SUN has a $1.5 billion revolving credit agreement that matures in April 2027. There are no bond maturities in the near future with the next maturity date in 2027. As of June 30, 2023, SUN had $239 million in cash and $503 million in availability under its revolving credit agreement. The proceeds of the note issuance will be used to pay down part of the outstanding balance on the revolver. The revolving credit agreement requires the partnership to maintain a net leverage ratio below 5.5x and an interest coverage ratio above 2.25x. As of June 30, 2023, SUN was in compliance with its covenants, and Fitch believes that SUN will remain in compliance with its covenants through its forecast period. The revolver is secured by a security interest in, among other things, all its present and future personal property and all present and future personal property of its guarantors, the capital stock of its material subsidiaries (or 66% of the capital stock of material foreign subsidiaries), and any intercompany debt. ISSUER PROFILE Sunoco, LP (SUN) is a wholesale motor fuels distributor that distributes diesel and gasoline to retail service stations throughout the U.S., with a focus on the Northeast. SUN is organized as a master limited partnership. Energy Transfer LP (ET) owns SUN's general partner. SUMMARY OF FINANCIAL ADJUSTMENTS For unconsolidated investees, Fitch incorporates in EBITDA distributions from such entities, not equity-method income, nor pro-rata EBITDA. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Sunoco LP senior unsecured LT BB+ New Rating RR4 Sunoco Finance Corp. senior unsecured LT BB+ New Rating RR4 TAGRISK LLC: Seeks to Hire Scroggins & Williamson as Local Counsel ------------------------------------------------------------------ Tagrisk, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Scroggins & Williamson, P.C. as their local counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examinations; (c) advising the Debtors of their rights, duties and obligations as debtors-in-possession; (d) consulting with the Debtors and representing the Debtors with respect to a chapter 11 plan and/or a sale of the Debtors' assets; (e) performing legal services incidental and necessary to the day-to-day operation of the Debtors' affairs, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and (f) taking any and all other action incidental to the proper preservation and administration of the Debtors' estates. The firm will be paid at these rates: Attorneys $535 - $595 Paralegals $135 - $195 The firm received a retainer in the amount of $55,234.60 J. Robert Williamson, a partner of Scroggins & Williamson, assured the court that the firm is disinterested, as that term is defined in 11 U.S.C. Sec. 101(14). The firm can be reached through: J. Robert Williamson, Esq. SCROGGINS & WILLIAMSON, P.C. 4401 Northside Parkway, Suite 450 Atlanta, GA 30327 Tel: (404) 893-3880 Email: aray@swlawfirm.com About Tagrisk, LLC Tagrisk is an insurance agency in Huntington Beach, California. Tagrisk, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55024) on August 21, 2023, listing $500,000 to $1 million in assets and $10 million to $50 million in liabilities. The petition was signed by Larry Anaya as executive vice president. J. Robert Williamson, Esq. at SCROGGINS & WILLIAMSON, P.C. represents the Debtor as counsel. TC ENERGY: Egan-Jones Retains BB+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on August 28, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by TC Energy Corporation. Headquartered in Calgary, Canada, TC Energy Corporation operates as an energy infrastructure company. TCA FUND: Trustee Seeks Court to Approve Settlement Deal -------------------------------------------------------- Jonathan E. Perlman, Esq., as the court-appointed receiver over defendants TCA Fund Management Group Corp and TCA Global Credit Fund GP Ltd, over relief defendants TCA Global Credit Fund LP, TCA Global Credit Fund Ltd., and TCA Global Credit Master Fund and over TCA Global Lending Corp ("Receivership Entities"), has filed a request for approval of a proposed settlement by and among; the receiver; Todd Benjamin International Ltd., and Todd Benjamin ("Class Plaintiffs"); and individual Robert Press, Alyce Schreiber, William Fickling III, Tara Antal, Bruce Wookey, and Bernard Summer ("Former Officers and Directors"). The proposed settlement settles all claims that were and could have been asserted against the former officers and directors by the receiver and the class plaintiffs, which such settlement expressly conditioned on the Court approving the settlement agreement and including in the order approving such settlement agreement a provision permanently barring, restraining and enjoining any person or entity from pursuing claims, including claims you may possess, against any of the released parties, excluding Robert Press, relating to the SEC Action or otherwise relating in any way to any of the receivership entities, or which arise directly or indirectly from the activities, omissions, or services, or alleged activities, omissions, or services of the former officers and directors in connection with the receivership entities, to the broadest extent permitted by law ("Bar Order"). The material terms of the settlement agreement are the former officers and directors will pay with the funds remaining under a $5 million policy insuring TCA's officers and directors, less a maximum of $100,000 for future defense costs, in exchange for broad releases from the class plaintiffs, the receiver, and the receivership entities, and entry of the bar order. The final hearing of the motion, at which time the Court will consider final approval of the settlement agreement before the Hon. Cecilia M. Altonaga, at the Wilkie, at the Wilkie, D. Ferguson, Jr., United State Courthouse, 400 North Miami Avenue, Room 13-3, Miami, Florida 33128, at 8:00 a.m., on Oct. 25, 2023. Any objection to the settlement agreement, if any, must be filed in writing, with the Court in the SEC action before the objection deadline on Sept. 25, 2023, and served by email and regular mail: The Receiver: Gregory M. Garno, Esq. Counsel for the Receiver Venable LLP 100 S.E. Second Street, 44th Floor Miami, Florida 33131 Tel: 305-349-2300 Email: gmgarno@venable.com Class Plaintiffs: Jason Kellog, Esq. Co-counsel for the Class Plaintiffs Levine Kellog Lehman Schneider + Grossman LLP 201 S. Biscayne Boulevard, Suite 2200 Miami, Florida 33131 Tel: 305-403-8788 Email: JK@LKLSG.com Scott L. Silver, Esq. Co-counsel for the Class Plaintiffs Silver Law Group 11780 W. Sample Road Coral Springs, Florida 33065 Email: ssilver@silverlaw.com Former Officers and Directors: Steven Jeffrey Brodie, Esq. Co-counsel form former officers and directors Carlton Fields 2 Miami Central 700 NW 1st Avenue, St. 1200 Miami, Florida 33136-4118 Tel: 305-539-7302 Email: sbordie@carltonfields.com Carl Scheopple, Esq. Co-counsel form former officers and directors Scheopple Law P.A. 4651 N. Federal Highway Boca Raton, Florida 33431 Email: carl@scheoppllaw.com TCA Fund Management Group Corp. offers investment advisory services. The Company provides senior secured, short-term lending, and advisory services to small and listed companies. TECHNICAL ORDNANCE: Unsecureds to Get Full Amount in Plan --------------------------------------------------------- Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc., submitted a First Amended Disclosure Statement. TOS is a Florida limited liability company founded on December 10, 2014. TOS is largely a holding company that owns 100% of the equity in Atomic and ETS, but also owns that certain real property and improvements thereon located at 9319 Puckett Road, Perry, Florida 32348 (the "Perry Property"). Under the Plan, Class 20 General Unsecured Claims consists of the following 2 subclasses, which shall receive equal treatment: (a) Class 20(a) - the allowed general unsecured claim held by USSCA against TOS; and (b) Class 20(b) - all other allowed general unsecured claims against the Debtors, excluding any general unsecured claim—in the form of a loan, a capital contribution, or other claim—held by "equity security holders" under Bankruptcy Code Section 101(17) ("Equity Security Holders") that are identified in the Debtors' schedules. Class 20(a) and Class 20(b) shall each receive the full amount of their claims. The Creditors' Trust shall pay equal quarterly payments to Class 20(a) and Class 20(b), contemporaneously, pari passu, and on a pro rata basis, for five years. The first payment to Class 20(a) and Class 20(b) claimants shall become due 60 days after the Effective Date. The Creditors' Trust shall not be penalized for making Class 20(a) and Class 20(b) payments prior to such payments' respective due dates. Furthermore, to the extent 20(a) or 20(b) claimants agree to be paid a lesser amount of their claim in a discounted lump sum at a date that is earlier than the sixtieth month of the Plan, the Reorganized Debtor shall have the right to agree to such arrangement. USSCA and Class 20(b) are deemed impaired under Bankruptcy Code section 1124. USSCA and Class 20(b) are entitled to vote on the Plan. Payments and Distributions under the Plan will be funded by the Net Income from the Reorganized Debtor's business operations, as well as Committed Funds from the Plan Sponsor, if and when necessary. The property of the estate of the Debtors shall vest in the Reorganized Debtor on the Effective Date, free and clear of all liens, claims, and encumbrances, except as otherwise provided in the Plan. On and after the Effective Date, the Reorganized Debtor will operate the Debtors' business and may use, acquire, and dispose of property free of any restrictions of the Bankruptcy Code. The Committed Funds, revenue, and Net Income projected by the Debtors will be sufficient to fund the Plan and the Creditors' Trust. The Reorganized Debtor shall continue to exist after the Effective Date as a corporate entity under the applicable laws in the State of Florida in effect on the Effective Date, without prejudice to any right to terminate such existence (whether by merger, dissolution or otherwise) under applicable law after the Effective Date. The Debtors shall retain the ability to dissolve their corporate existence as they deem necessary. All matters provided for under the Plan involving the corporate structure of the Debtors, or any corporate action to be taken by or required of the Debtors, shall, as of the Effective Date, be deemed to have occurred and be effective as provided herein, and shall be authorized and approved in all respects without any requirement for further action by the Members/Shareholders of the Debtors. On the Effective Date, and except as provided herein or by the Creditors' Trust Agreement, all causes of action against third parties shall be retained by the Reorganized Debtor, except to the extent a Creditor or other third party has been specifically released from any cause of action by the terms of the Plan or by a Final Order of the Bankruptcy Court. The Reorganized Debtor will have the rights, powers, and privileges, in their sole and absolute discretion, to pursue, not pursue, settle, release, or enforce any causes of action without seeking any approval from the Bankruptcy Court. Any net recovery realized by any of the Debtors on account of such causes of action, shall be the property of the Reorganized Debtor and will be deemed Net Income for purposes of funding the Plan. For purposes of providing notice, the Debtors state that any party in interest that engaged in business or other transactions with the Debtors prior to the Petition Date or that received payments from the Debtors prior to the Petition Date may be subject to litigation to the extent that applicable bankruptcy or non-bankruptcy law supports such litigation. The Debtors will fund the costs and expenses (including legal fees) to pursue the causes of action. However, the Debtors are unaware of any such causes of action. The Debtors reserve all rights under Bankruptcy Code section 506(c) with respect to any and all Secured Claims. Counsel for Technical Ordnance Solutions, LLC, Atomic Machine and EDM, Inc., and Energy Technical Systems, Inc, Debtors and Debtors in Possession: Michael R. Dal Lago, Esq. Christian Garrett Haman, Esq. Jennifer M. Duffy, Esq. DAL LAGO LAW 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Telephone: (239) 571-6877 E-mail: mike@dallagolaw.com chaman@dallagolaw.com jduffy@dallagolaw.com A copy of the Disclosure Statement dated September 6, 2023, is available at https://tinyurl.ph/IZTIq from PacerMonitor.com. About Technical Ordnance Solutions Technical Ordnance Solutions, LLC is engaged in the business of ordnance accessories manufacturing. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00125) on Feb. 5, 2023, with up to $100,000 in assets and up to $10 million in liabilities. Clyde William Colburn, III, owner, signed the petition. Judge Caryl E. Delano oversees the case. The Debtor tapped Mike Dal Lago, Esq., at Dal Lago Law as bankruptcy counsel and McHale P.A. as financial advisor. TICOAT INC: Case Summary & 14 Unsecured Creditors ------------------------------------------------- Debtor: TiCoat, Inc. 449 Boston Post Rd. North Windham, CT 06256 Business Description: TiCoat, Inc. is a manufacturer of surface cleaner and deodorizing technology. Chapter 11 Petition Date: September 15, 2023 Court: United States Bankruptcy Court District of Connecticut Case No.: 23-20736 Debtor's Counsel: Russell G. Small, Esq. LAW OFFICE OF RUSSELL GARY SMALL, P.C. 3715 Main St., Suite 406 Bridgeport, CT 06606 Tel: (203) 396-0100 Fax: (203) 396-0050 Email: russell@rgsmall.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Todd Hodrinsky as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MHEK2RI/TiCoat_Inc__ctbke-23-20736__0001.0.pdf?mcid=tGE4TAMA TOSCA SERVICES: $626MM Bank Debt Trades at 19% Discount ------------------------------------------------------- Participations in a syndicated loan under which Tosca Services LLC is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $626.5 million facility is a Term loan that is scheduled to mature on August 18, 2027. About $612.9 million of the loan is withdrawn and outstanding. Tosca Services, LLC manufactures and supplies container solutions. The Company offers plastic containers to transport fruit and vegetable, egg, poultry, meat, and cheese products. Tosca Services serves growers, suppliers, food manufacturers, and retailers in North America. TRADES BY TAYLOR: Unsecureds Get $10K Quarterly Until Fully Paid ---------------------------------------------------------------- Trades By Taylor, LLC, submitted a First Amended Chapter 11, Subchapter V Plan of Reorganization. Pursuant to 11 U.S.C.A. Sec. 1192, the Debtor shall continue to operate its business as a Debtor in Possession. The Debtor will fund this Plan through 5 years of payments, consisting of all the Debtor's disposable income, made direct to creditors on or by January 15, 2024 of each quarter beginning after the Effective Date. The disposable income will be generated from the revenue of the Debtor. The Debtor may, without further Order of this Court, incur debt in the ordinary course of business during the term of this Plan as necessary to implement this Plan. Debtor submits all of its future disposable income to the extent necessary to consummate this Chapter 11, Subchapter V Plan ("Plan") by paying priority, secured and unsecured claims pursuant to the terms set out herein. The Debtor specifically reserves all future income necessary for living and operating expenses and for direct, longterm payment of secured claims. Under the Plan, Class 4 Unsecured claims consist of any pre-petition unsecured claims concerning Debtor's business which are timely filed and subsequently Allowed by the Court. They include claims of every kind and nature including claims arising from the rejection of executory contracts, unexpired lease claims, deficiencies on secured claims, contract damage claims or open account claims and damages arising from or related to any liquidated or contingent claim. It also includes any debt which is filed as a secured claim but, which is Allowed as an unsecured claim by the Bankruptcy Court. The Debtor anticipates that this sum will be approximately $275,893. Pursuant to 11 U.S.C. Sec. 1222(b)(2), the Debtor elects to modify the rights of the holder of unsecured claims as follows: 1. Unsecured claimants will receive fixed payments prorated under the Plan. This payment will be made direct by the Debtor. 2. Annual payments will be distributed pro rata to Allowed Unsecured Claims. The Debtor contends this represents the entire disposable income of the Debtor. 3. No interest accrued after the date of filing of the Petition shall be allowed on any unsecured claim, and interest unmatured as of that date shall be disallowed, as provided for in 11 U.S.C. Sec. 502(b)(2). 4. Pursuant to 11 U.S.C. Sec. 1191, the value of the property as of the effective date of the Plan to be distributed under the Plan on account of each unsecured claim is described above, equals or exceeds the amount that would be paid on such claim in a liquidation claim under Chapter 7. The Debtor proposes to initially pay 90% of "Net Plan Profit" of Debtor's business operations, which would be Gross Income of Debtor, less costs of business operations and a fixed salary for household expenses, and secured and priority Plan payments, quarterly for 5 years. These payments will be no less than $10,000.00 per quarter. These payments shall be made on or before January 15, April 15, July 15, September 15 of each calendar year of the Plan or until Allow Unsecured Claims are paid in full. Any surplus Net Plan Profits shall be paid as a "True Up" payment annually. "True Up" payments, if any, shall be distributed within 45 days of the filing of income tax returns. The Debtor will be able to make all payments under this Plan pursuant to 11 U.S.C Sec. 1191. Counsel for the Debtor: Stuart M. Maples, Esq. MAPLES LAW FIRM, PC 200 Clinton Avenue West, Suite 1000 Huntsville, AL 35801 Telephone: (256) 489-9779 Facsimile: (256) 489-9720 E-mail: smaples@mapleslawfirmpc.com A copy of the Plan of Reorganization dated Sept. 6, 2023, is available at https://tinyurl.ph/PiDBb from PacerMonitor.com. About Trades By Taylor Trades By Taylor, LLC, is a licensed and insured home remodeling and additions contracting specialist dedicated to home repair, kitchen/bath remodel, home listing/closing services, and commercial services. Trades By Taylor sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 23-80212) on Feb. 8, 2023. The Debtor is represented by MAPLES LAW FIRM, PC. TRANSALTA CORP: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company on August 29, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by TransAlta Corporation to BB+ from BB. Headquartered in Calgary, Canada, TransAlta Corporation is a non-regulated electric generation and marketing company with its growth focused in developing coal and gas-fired generation. TRANSOCEAN LTD: Egan-Jones Retains CCC- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on August 28, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Vernier, Switzerland, Transocean Ltd. is an offshore drilling contractor. TRIBE BUYER: $397MM Bank Debt Trades at 47% Discount ---------------------------------------------------- Participations in a syndicated loan under which Tribe Buyer LLC is a borrower were trading in the secondary market around 52.8 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $397 million facility is a Term loan that is scheduled to mature on February 16, 2024. The amount is fully drawn and outstanding. Tribe Buyer LLC provides construction services. The Company operates in the United States. TRINITY LEGACY: Seeks Cash Collateral Access Thru Dec 31 -------------------------------------------------------- Trinity Legacy Consortium, LLC asks the U.S. Bankruptcy Court for the District of New Mexico for authority to continue using cash collateral from October 1 through December 31, 2023. The Debtor requires the continued use of cash collateral to continue the operation of its business. Trinity Legacy owes two parties that are secured by the Debtor's intangible assets: -- The Small Business Administration, in the amount of approximately $145,000. The SBA holds a security interest in all tangible and intangible personal property, including, but not limited to: (a) inventory, (b) equipment, (c) instruments, including promissory notes (d) chattel paper, including tangible chattel paper and electronic chattel paper, (e) documents, (f) letter of credit rights, (g) accounts, including health-care insurance receivables and credit card receivables, (h) deposit accounts, (i) commercial tort claims, (j) general intangibles, including payment intangibles and software, and (k) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. -- Forward Financing LLC, in the amount of approximately $75,000. Forward Financing holds a security interest in the future account receipts of the Debtor, pursuant to a Financing Approval Statement, dated September 20, 2022. The Debtor is in the process of reviewing and reconciling asserted non-priority unsecured claims, but believes the claims are in excess of $500,000. The Debtor incurred a factoring loan with Forward Financing to help meet expenses for the business, and in exchange gave a security interest in the Debtor's future receipts. Payment on such loan gave rise to the Debtor falling behind on other business expenses, necessitating the filing for Chapter 11. In addition, the Debtor is a defendant in several pending state court litigations in connection with the Debtor's business operations. The costs and fees associated with pursuing such litigations in various jurisdictions, in addition to the financial strain on the Debtor's operations, necessitated the bankruptcy filing as the most efficient forum to reorganize the Debtor's financial affairs. The Debtor requests authorization to continue making cash payments during the Cash Collateral Period to: -- the SBA in the amount of $750 per month; and -- Forward Financing in the amount of $2,000 per month. The Debtor requests authorization to continue granting the SBA and Forward Financing a replacement lien on postpetition collateral, to the same extent as and with the same priority as they held valid liens on such collateral pre-petition, pursuant to Bankruptcy Code sections 361 and 363, without waiving any rights or defenses that the Debtor may assert. A copy of the motion is available at https://urlcurt.com/u?l=d54KFH from PacerMonitor.com. About Trinity Legacy Consortium, LLC Trinity Legacy Consortium, LLC operates a construction and home building business with locations in Farmington, New Mexico, and Wallowa, Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7, 2022. In the petition signed by Jan Swift and Jacob Swift, managing members, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Robert H Jacobvitz oversees the case. Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's legal counsel. TRUGREEN LP: $275MM Bank Debt Trades at 38% Discount ---------------------------------------------------- Participations in a syndicated loan under which TruGreen LP is a borrower were trading in the secondary market around 62.5 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on November 2, 2028. The amount is fully drawn and outstanding. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. VECTOR GROUP: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on August 25, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Vector Group Ltd. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Vector Group Ltd. operates as a holding company. VEGASNAP LLC: Unsecured Creditors to Split $105K over 60 Months --------------------------------------------------------------- VegasNAP, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a Plan of Reorganization for Small Business dated September 10, 2023. The Debtor is a Nevada limited liability company providing business solutions for organizations, including colocation services, cloud hosting services, data backup, IP transit (Internet access) and data transport solutions. The purpose of the Debtor's Chapter 11 Case is to allow it to continue operating in the ordinary course and service its customers, and to restructure its existing debts by paying, or modifying and paying, certain secured claims and surrendering the collateral securing certain secured claims in full satisfaction thereof. The Debtor's financial projections show that it will have projected disposable income of $105,059.00 over the next 5 years. The final Plan payment is expected to be paid by October 2028. This Plan of Reorganization under chapter 11 of the Code proposes to pay creditors of the Debtor from cash flow from future operations as needed. Non-priority unsecured creditors holding Allowed claims will receive distributions, which the Debtor has valued at approximately $0.08 cents on the dollar (based on an estimated $1.25 million in allowed general unsecured claim). This estimated distribution may increase or decrease depending on the final allowed amount of the general unsecured claims. This Plan also provides for the payment of administrative and priority claims. Class 20 consists of NonPriority General Unsecured Creditors. Each holder of an Allowed general unsecured, non-priority claim shall receive its pro rata share of the aggregate sum of $105,059, or such greater amount as the Court may require at the confirmation hearing on the Plan and as consistent with Sections 1190 and 1191 of the Code, which sum shall be paid in equal quarterly disbursements of $5,253 in each January, April, July, and October of each month of the Plan term, and by the 15th day of those months, until that entire sum is paid by way of a final payment in month 60 of the Plan. Class 20 is impaired. Class 21 consists of Equity security holders of the Debtor. Except to the extent that the Holders of Class 21 Equity Interests agree to less favorable treatment, they shall retain their Equity Interests, subject to the terms and conditions of this Plan. Class 21 is unimpaired and thus is deemed to accept the Plan. This Plan will be funded through cash flow generated from the future business operations of the Debtor. A full-text copy of the Plan of Reorganization dated September 10, 2023 is available at https://urlcurt.com/u?l=ZJ4UJX from PacerMonitor.com at no charge. Attorneys for the Debtor: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. Larson & Zirzow, LLC 850 E. Bonneville Ave. Las Vegas, NE 89101 Telephone: (702) 382-1170 Facsimile: (702) 382-1169 Email: mzirzow@lzlawnv.com zlarson@lzlawnv.com About Vegasnap LLC Vegasnap, LLC is a family-owned internet infrastructure and cloud hosting provider headquartered in Las Vegas, Nevada, which also has co-location datacenter facilities in Seattle, Dallas, and Miami. The Debtor primarily provides business solutions for organizations, including colocation services, cloud hosting services, data backup, IP transit (Internet access) and data transport solutions, as well as network solutions to provide protection from disaster recovery for events like cyber-attacks, power outages, network and other system failures. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 23-12371) on June 12, 2023. In the petition signed by Don J. Reed, chief operating officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Hilary L. Barnes oversees the case. Larson and Zirzow, LLC, is the Debtor's legal counsel. VIASAT INC: Fitch Rates Proposed $733MM Unsec. Notes Due 2031 'BB-' ------------------------------------------------------------------- Fitch Ratings has published the 'BB-'/'RR4' ratings of Viasat Inc.'s proposed unsecured notes offering of $733.4 million due 2031. Fitch also published 'BB+'/'RR1' ratings of the company's $616.7 million secured term loan due 2030. All ratings remain on Rating Watch Negative. The proposed senior unsecured notes, together with cash on hand, will be used to refinance the unsecured bridge facility of similar amount. The bridge facility together with the $617 million secured term loan constituted the acquisition financing for the Connect Topco Limited (Inmarsat) acquisition at close. Fitch placed Viasat's ratings on RWN on July 19, 2023 following the company's announcement of an unexpected event resulting from a problem in reflector deployment of the recently launched ViaSat-3 Americas satellite. The company is investigating the issue, however, there is a potential of total loss of the first satellite (subject to recovery under insurance claims) and delay in launch of the second ViaSat-3 satellite as it uses the same reflector. While the existing customers, coverage and capacity are not affected, Fitch believes there could be a potential impact on future revenue growth especially in the U.S. Fixed Broadband segment. A negative rating action could result from a higher than expected impact on Viasat's future growth and profitability. KEY RATING DRIVERS Ratings on Watch Negative: Fitch's RWN takes into account a potential significant negative impact on its forecast from a possible loss of the first ViaSat-3 satellite and delay in launch of the second ViaSat-3 satellite that is higher than Fitch's current revised forecast that assumes significant reduction in revenue growth and EBITDA margins. Fitch still expects Viasat to deleverage to below its current sensitivity of 5x within its rating horizon of 18-24 months. Fitch estimates the cost of ViaSat-3 Americas at approximately $800 million and believes the company will recover $425 million through insurance claims if there is a total loss. Fitch expects the entire proceeds would be utilized for capex. Fitch expects the company will manage capacity for its impacted U.S. fixed broadband segment by redeploying its existing / in construction satellites or leasing the Ka-band capacity. Inmarsat Merger: Viasat completed merger with Inmarsat in a cash and stock transaction, following receipt of pending regulatory approvals from the European Commission, the U.K. Competition & Markets Authority and U.S. FCC. The merger provides scale and growth opportunities in mobility and government end-markets, diversifies Viasat's revenue geographically, and increases recurring revenues. Viasat's merger with Inmarsat is neutral to its credit profile. Fitch estimates the transaction will cause gross leverage to rise temporarily to over 5x (excluding any satellite losses). However, increased scale, revenue growth opportunities with the capacity boost from subsequent satellite launches (assuming a loss on the first satellite and a slight delay on the launch of second and third satellites) and increased EBITDA margins due to inclusion of Inmarsat's higher margin business combined with synergies provides for the opportunity to rapidly deleverage over the rating horizon. Leverage Expectations: Fitch estimates Viasat's EBITDA leverage will approximate 5.4x at FYE 2025 (net EBITDA leverage of 4.6x), reflecting the proceeds from the sale of the tactical data link business (TDL or Link 16) received in early 2023 and $420 million of assumed insurance proceeds in calendar 2H'23. Fitch expects the company to carry high cash balances at least until 2025 when Fitch expects the company will use a portion of the cash to repay $700 million of unsecured notes at maturity. Proforma gross leverage (proforma for Inmarsat acquisition and synergies) at YE 2023 was 5.1x. Solid EBITDA Growth: Viasat's revenues from continuing operations (on a standalone basis) grew 6% for fiscal 2023 (ending March 2023) due to the continuing recovery of the satellite services business, growth due to acquisitions, and higher commercial networks revenue. In fiscal 2023, satellite services revenues grew roughly 2%, compared with the 37% growth in fiscal 2022. Growth was slower as the company had been shifting capacity away from fixed broadband to the inflight connectivity (IFC) service in anticipation of capacity needs in early calendar 2023, and as it continues to add aircraft using its service. Inmarsat's YE 2022 revenue growth was in the high single digits driven by strong growth in mobility markets (especially aviation), while its 1Q'23 revenue registered a mid-teens revenue growth with strong performance across segments. Inmarsat's EBITDA margins are significantly higher than standalone Viasat's as the company was less vertically integrated and did not have high development costs as Viasat has, and due to the absence of lower margin fixed broadband business. FCF Deficits from High Capex: Viasat is in the midst of a high capex period as it builds three third-generation, high-throughput satellites at a total cost of $2 billion or more. The first, ViaSat-3 (Americas), was launched in April 2023, but its usability remains uncertain due to a recent reflector issue. Capex is expected to remain high as ViaSat-3 (EMEA) and ViaSat-3 (APAC) are launched. ViaSat-3 (EMEA) is expected to launch about six months later than the first ViaSat-3 satellite's launch, but Fitch estimates a delay in its launch until the company identifies the root cause of failure of reflector deployment on the first. ViaSat-3 (APAC) has a reflector from a different antenna manufacturer and therefore the timing of its launch is not expected to be affected by the anomaly. Fitch now expects the company to be FCF positive starting in FY2027. Execution Risk: Viasat is in the construction phase of a three-satellite constellation (two remaining) that will require the company to execute on the construction phase of the remaining satellites, as well as on growth strategies once the satellites are in service to sustain EBITDA and cash flow growth. Fitch expects the company will benefit from a strong revenue backlog, as well as from the additional global markets opened up by the ViaSat-3 satellites. Revenue Backlog: Viasat had a $3.9 billion backlog at June 30, 2023 (including Inmarsat's). The company does not include amounts in backlog if the company does not have purchase orders. The backlog does not include anticipated purchase orders for 1,600 additional commercial aircraft IFC systems or service revenues under agreements. As of June 30, 2023, Viasat provides in-flight internet services to over 3,000 active commercial aircraft. In addition, Inmarsat brought over 38,000 maritime vessels and over 5,000 business aviation aircraft under its service. A majority of the company's IFC contracts are for a period of five to 10 years, with varying levels of penalties associated with a termination for convenience. High Industry Competition: Fitch expects Viasat to face significant competition in satellite services from low-earth orbit (LEO) satellite networks in development. Fitch expects Viasat to have a material advantage in cost/ bit of capacity and leveraging its existing business platform, while being disadvantaged in terms of latency. Viasat benefits from vertical integration, which drives cost efficiencies. The company operates from a strong competitive position within certain business segments, primarily the satellite services segment where existing competitors may have weaker financial profiles or technology positions. Its share in the North American narrow-body market has grown significantly over the past several years. With Inmarsat, Fitch expects the company will significantly increase its share in mobility (IFC and maritime) and reduce highly competitive fixed broadband revenue share in the total mix. In the government systems and commercial networks segments, Viasat has a relatively strong competitive position with its product portfolio but faces competition from higher rated companies with stronger and more diversified businesses. Parent Subsidiary Linkage: There are high strategic and operational incentives given the substantial size and scale of Inmarsat such that avoidance costs will be substantial. The combined entity will be managed by the parent's leadership team with fully integrated management decisions. Both companies operate in Ka-band providing for integrated network opportunities. However, the absence of guarantees results in moderately weaker legal incentives. Fitch equalizes the ratings of Viasat and Inmarsat based on high strategic and operational incentives but low legal incentives. DERIVATION SUMMARY In the Government Systems and Commercial Systems segments, Viasat competes against higher rated companies that have access to much greater resources. In the Government Systems segment, there are numerous competitors, but major competitors in the manufacture of defense electronic against which Viasat competes include BAE Systems plc (BBB+/Stable) and Collins Aerospace. In the Commercial Networks segment, the company also competes against much larger companies, including Airbus SE (A-/Stable), General Dynamics, L3Harris Technologies (BBB+/Negative) and MAXAR Technologies. In the satellite services business, as a provider of communications infrastructure, comparable businesses to Viasat would include Intelsat Jackson Holdings S.A. (B+/Positive) and several companies unrated by Fitch, such as Telesat Canada and SBA Communications. Unlike some of these companies, Viasat provides services directly to consumers in its satellite services segment. SpaceX is also providing services directly to consumers. Given Viasat's vertically integrated strategy, which not only includes satellite services, but the development and manufacture of equipment, its EBITDA margins are lower than the pure service providers. The company's vertical integration provides a competitive advantage over pure services providers. In the in-flight connectivity segment, Viasat competes against Intelsat, which acquired GoGo Inc., Anuvu (formerly Global Eagle Entertainment), Panasonic Avionic Corporation, SpaceX and others. KEY ASSUMPTIONS - Revenue just below $4 billion for FY 2024 following Inmarsat acquisition close on May 30, 2023 and sale of Link 16 business in January 2023. For FY 2024, Fitch has revised the revenue growth down such that it expects revenue to approximate $4 billion; - Adjusted EBITDA margins for the combined business are assumed in the 31%-32% range for FY 2024 and expected to increase to 33%-34% range over the forecast as acquisition synergies are realized; - Capex in FY24 is expected in $1.2 billion-$1.3 billion range, and expected to peak in FY25 to approx. $1.5 billion; - Fitch has assumed a loss of the first ViaSat-3 satellite and a slight delay in the launch of the second satellite; Fitch assumes the pacing of the third satellite in line with the company's guidance; - Fitch has assumed $425 million of proceeds from insurance claims on loss of ViaSat-3 Americas satellite. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: The Rating Watch could be resolved when Fitch has better clarity on the financial impact and the pacing of the ViaSat-3 satellites launches and how delays will impact the company's long-term growth and financial profile. - EBITDA leverage sustained below 4.0x; - Sustained positive FCF generation such that (CFO-Capex)/Debt approaches 7.5%. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA leverage sustained above 5.0x; - Material delays or issues with respect to anticipated satellite launches including higher than expected negative impact from the first ViaSat-3 satellite loss, or delays in achieving revenue and EBITDA growth from future satellites due to business or competitive reasons. LIQUIDITY AND DEBT STRUCTURE Liquidity: Viasat's liquidity is relatively strong given its cash balances and availability on its revolver, and is partly offset by FCF deficits. At June 30, 2023, cash and cash equivalents amounted to approx. $1.96 billion, including the receipt of $1.8 billion in net proceeds from the January 2023 sale of the Link 16 business. At June 30, 2023, Viasat had approximately $1.36 billion of combined availability under Viasat's and Inmarsat's undrawn revolving facilities of $700 million each, after $38.1 million in letters of credit. The company used a portion of the proceeds from the sale of the Link 16 business to repay all-then outstanding borrowings on the $700 million Viasat revolver. Fitch expects Viasat to maintain cash and utilise liquidity to meet the 2025 maturity of $700 million of unsecured notes. In addition, Fitch expects capex to peak in FY 2025 (CY 2024) as the company completes the construction of the remaining two ViaSat-2 satellites. Fitch expects Viasat to start generating positive FCF in FY 2027, a year later than its original forecast due to the impact of lower revenue & EBITDA assumed from the loss of first ViaSat-3 satellite. Viasat completed the acquisition of Inmarsat using the $1.6 billion of financing commitments it had in place in connection with the pending acquisition. The company used the proceeds from the new term loan B due 2030 and the bridge unsecured notes facility for the Inmarsat Transaction, including related fees and expenses, and for general corporate purposes. As noted above, Viasat is seeking to replace the bridge financing with a permanent financing comprising of unsecured notes in the same amount under the current transaction. Viasat assumed approximately $3.8 billion of Inmarsat's debt. Inmarsat debt was entirely senior secured, comprising of a $700 million revolver due 2024, $1.7 billion term loan due 2026 and $2.1 billion of senior secured notes due 2026. Viasat does not guarantee Inmarsat's debt. Fitch expects Viasat will maintain, at least for the time being, two separate debt silos - Viasat credit group and Inmarsat credit group. There are no cross guarantees between the two debt silos. Viasat also has $49 million outstanding under an Ex-Im credit facility, a senior secured direct loan facility put in place primarily to fund the construction, launch and insurance of the ViaSat-2 satellite. The company is required by the terms of its senior secured credit facilities to have insurance on 75% of the net book value of certain covered satellites. The company has in-orbit insurance on the ViaSat-2, ViaSat-1, WildBlue-1 and the Anik F2 satellites. ISSUER PROFILE Viasat, Inc. is a vertically integrated technology provider, with an end-to-end platform of high-capacity satellites, ground infrastructure and user terminals. On May 30, 2023, Viasat completed acquisition of Connect Top Co Limited (Inmarsat), becoming one of the largest satellite companies globally. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Viasat, Inc. senior unsecured LT BB- Publish RR4 senior secured LT BB+ Publish RR1 VITAL ENERGY: Moody's Rates New Senior Unsecured Notes 'B3' ----------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Vital Energy, Inc.'s proposed offering of senior unsecured notes, comprised of $500 million senior unsecured notes due 2030 and $300 million senior unsecured notes due 2028. Vital's other ratings and stable outlook remain unchanged, including its B2 Corporate Family Rating. The net proceeds from the proposed notes offering are intended to be primarily used to repay a portion of Vital's revolver borrowings and fund the discharge of its 2025 notes. The company is acquiring certain assets from Henry Energy LP and Henry Resources LLC (Henry acquisition), Tall City Property Holdings III LLC and Maple Energy Holdings, LLC. Pro forma for the acquisitions, Vital's amended revolver should have an increased borrowing base of $1.5 billion with $1.25 billion in commitments. The company is also obtaining a $250 million secured term loan commitment but it is not expected to borrow under the term loan. Moody's ratings are subject to review of all final documentation and the execution of the transactions as proposed. "Vital Energy's proposed notes issuance should extend maturities and improve financial flexibility pro forma for the intended discharge of its 2025 notes," said Amol Joshi, Moody's Vice President and Senior Credit Officer. "At the same time, the acquisitions should boost Vital's scale and ability to generate free cash flow." Assignments: Issuer: Vital Energy, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3 RATINGS RATIONALE The B3 rating on the proposed senior unsecured notes is in line with Vital's existing senior unsecured notes rating. The new notes will rank equally with its existing notes. The unsecured notes are rated one notch below Vital's B2 CFR, reflecting the priority claim of the senior secured credit facility that has a first lien on most of Vital's assets. If the proportion of secured debt to senior unsecured notes increases due to factors including sustained high utilization of the revolver, increased revolver commitments, term loan or other secured borrowings, or reduction in outstanding unsecured notes, Vital's notes could get downgraded. Vital's proposed 2030 notes are subject to mandatory redemption at 100% of the aggregate issue price of the notes if the purchase agreement for the Henry acquisition is terminated, or if the closing of the Henry acquisition does not otherwise occur by a certain date. While the company is not expected to borrow under the term loan, utilization of the term loan to support liquidity in the event that the transactions are not executed as proposed will increase the proportion of secured debt to senior unsecured notes, and that could lead to a downgrade of Vital's senior unsecured notes. Vital's B2 CFR benefits from its production and reserve base in the Permian Basin, high degree of operational control, retained gathering assets within its legacy production corridors and management's track record of mitigating cash flow volatility by consistently hedging a meaningful proportion of its oil and gas production. The company is challenged by its moderate scale and geographically concentrated upstream operations. Vital's strategy is to focus drilling on its more oily acreage to raise the proportion of profitable production while significantly reducing new drilling activity on its legacy acreage. This should gradually increase oil content in the company's production mix, which supports margins and returns as long as capital and operating costs remain under control. While the oil proportion of its production mix is rising, Vital has pursued acquisitions to enhance its limited high impact footprint. The strategy entails significant capital expenditures required to acquire and develop undeveloped acreage and grow oil production. Vital's SGL-2 Speculative Grade Liquidity Rating reflects its good liquidity. At June 30, the company had $71.7 million of cash and $575 million of outstanding borrowings under its credit facility. Vital's revolver has financial covenants including maximum Consolidated Total Leverage Ratio of 3.5x and current ratio of at least 1x. The amended revolver should mature in September 2027, subject to a springing maturity of July 2024 if any of the January 2025 notes are outstanding on such date. The proposed transactions should refinance the 2025 notes and extend revolver maturity, supporting the company's liquidity. Vital's next notes maturity will be in 2028. Moody's expects the company to have sufficient headroom under its covenants through 2024 pro forma for the transactions and based on projected spending and debt levels. Vital's stable rating outlook is based on Moody's expectation that Vital should keep operating costs under control and manage its capital program and liquidity prudently. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Vital successfully executes its strategy of focusing on oil production while keeping capital and operating costs under control and growing oil production and inventory in a supportive commodity price environment, its leveraged full cycle ratio (LFCR) sustainably exceeds 1.5x and retained cash flow (RCF) to debt exceeds 30% while balancing leverage and any shareholder returns. Moody's could consider a downgrade if Vital's RCF/debt ratio falls below 15%, if the company's capital productivity materially declines or its liquidity significantly deteriorates. Vital Energy, Inc. is a Tulsa, Oklahoma based publicly traded independent exploration and production company with primary assets in the Permian Basin. The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. VITAL ENERGY: S&P Rates New $800MM Senior Unsecured Notes 'B' ------------------------------------------------------------- S&P Global Ratings assigned its 'B' rating to Vital Energy Inc.'s proposed $300 million add-on offering of its 10.125% senior unsecured notes due 2028 and its proposed $500 million of senior unsecured notes due 2030. Vital Energy is concurrently offering 2.5 million shares of common stock, about $150 million at its share price. The issue-level ratings have been placed on CreditWatch with negative implications, in line with S&P's issuer credit rating and existing issue-level ratings which were placed on CreditWatch with negative implications on Sept. 1, 2023. We expect the company to use proceeds from the debt and equity offerings to fund the satisfaction and discharge of the indenture governing its 9.5% senior unsecured notes due 2025 ($455.6 million outstanding as of June 30, 2023), as well as to repay a portion of its borrowings under its reserve-based lending (RBL) facility and for general corporate purposes. The satisfaction and discharge will also eliminate the springing maturity on its RBL facility, which would have accelerated to July 29, 2024 if the 2025 notes were outstanding on that date. On Sept. 13, 2023, Vital Energy also announced it had entered into three definitive acquisition agreements, which will meaningfully expand its position in the Permian Basin. On a combined basis, the acquisition will add about 80% to Vital's year-end 2022 proved reserve base and 40% to its second quarter 2023 production. The transactions have a total consideration of $1.165 billion and will be funded with 8.61 million shares of common stock to the sellers, 4.54 million shares of perpetual mandatorily convertible preferred securities to the sellers, and $285 million of borrowings under the RBL. Concurrent with the closing of the transactions above, the borrowing base and elected commitment amounts on the RBL facility will step up to $1.5 billion and $1.25 billion, respectively, from $1.3 billion and $1.0 billion, respectively. In addition, the company will have access to an additional $250 million through a committed term loan facility under the RBL facility. If the financing and acquisition transactions are completed as anticipated under the current terms, S&P expects to review its ratings on Vital Energy, including the negative CreditWatch, soon after the transactions close, which S&P expects in the fourth quarter of 2023. The CreditWatch placement on the issue-level ratings reflects the potential for a downgrade of the issuer credit rating if the 2025 notes are not repaid in a timely manner such that we anticipate Vital Energy's liquidity would be pressured. S&P's 'B' issuer credit rating is unchanged and the rating remains on CreditWatch where we placed it with negative implications on Sept. 1, 2023. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario for Vital assumes a period of sustained low commodity prices consistent with the conditions of past defaults in this sector. -- S&P based its valuation of the company's proved reserves on a company provided PV10 report as of June 30, 2023, which includes the recently acquired Driftwood and Forge Energy assets, using its recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $2.50 per million Btu for Henry Hub natural gas. S&P's analysis assumes an increase in PV10 of about 40% to incorporate the new properties being acquired. -- S&P's analysis assumes the lender commitments on the company's senior secured reserve-based lending (RBL) facility are increased to the $1.25 billion elected commitment amount plus the $250 million term loan amount and the facility is fully drawn up to the proposed elected commitment amount before default. -- S&P's analysis assumes $300 million of 2028 notes and $500 million of 2030 notes are issued, and that the $456 million notes due 2025 remain outstanding until they are fully repaid. Simulated default assumptions: -- Simulated year of default: 2026 Simplified waterfall: -- Net estimated valuation (after 5% administrative costs): $2.5 billion -- Secured first-lien debt claims: $1.48 billion --Recovery expectations: Not applicable -- Value available to repay senior unsecured claims: $1.02 billion -- Senior unsecured debt claims: $1.94 billion --Recovery expectations: 50%-70% (rounded estimate: 50%) Note: All debt amounts include six months of prepetition interest. VITAL PHARMACEUTICALS: Taps Faegre Drinker as Special Counsel ------------------------------------------------------------- Vital Pharmaceuticals, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Faegre Drinker Biddle & Reath LLP as its special counsel. The firm will represent the Debtor in a certain adversary proceeding captioned ThermoLife International, LLC v. Vital Pharmaceuticals, Inc. cl h a Bang Energy cl h a VPX, Adv. No. 23-00134-PDR. The firm's hourly rates are as follows: Francis DiGiovanni $895 Geoff Zelley $790 Francis DiGiovanni, Esq., a partner at Faegre, disclosed in a court filing that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Francis DiGiovanni, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 467-4200 Fax: (302) 467-4201 Email: francis.digiovanni@faegredrinker.com About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. WATAUGA FAMILY: Court OKs Cash Collateral Access on Final Basis --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Watauga Family Dentistry, PLLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance. As adequate protection for the use of cash collateral, the U.S. Small Business Administration is granted replacement lien on all post-petition cash collateral and post-petition acquired property to the same validity, extent, and priority it possessed as of the Petition Date. As adequate protection for use of cash collateral, the Debtor will pay Small Business Administration $850 per month. The Adequate Protection Payment will be paid on or before the 15th day of each month, beginning September 15, 2023, and will continue each month until confirmation of the plan. The SBA will provide payment instructions to the Debtor. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Kosd1l from PacerMonitor.com. About Watauga Family Dentistry, PLLC Watauga Family Dentistry, PLLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42515-elm11) on August 28, 2023. In the petition signed by William Oliver, director, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. WESTPACK HOLDINGS: Scott Chernich Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Regions 3 and 9 appointed Scott Chernich, Esq., as Subchapter V trustee for Westpack Holdings, Inc. Mr. Chernich, a practicing attorney in Lansing, Mich., will be paid an hourly fee of $325 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Chernich declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Scott Chernich, Esq. 313 S. Washington Square Lansing, MI 48933 Phone: 517-371-8133 Email: schernich@fosterswift.com About Westpack Holdings Westpack Holdings, Inc. is a family-owned and operated company that supplies packaging to Michigan industries. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-02033) on Sept. 1, 2023, with $869,540 in assets and $2,159,188 in liabilities. Richard Wilson, president, signed the petition. Judge Scott W. Dales oversees the case. A. Todd Almassian, Esq., at Keller & Almassian, PLC, represents the Debtor as legal counsel. WICKAPOGUE 1 LLC: Files Amendment to Disclosure Statement --------------------------------------------------------- Wickapogue 1, LLC, submitted a First Amended Disclosure Statement describing First Amended Plan of Liquidation dated September 11, 2023. The Debtor filed this Bankruptcy Case to facilitate a sale of the Property, free and clear of Liens, judgments and encumbrances, under a plan of liquidation, pursuant to Sections 363 and 1123(a)(5) of the Bankruptcy Code (the "Sale") and to distribute "Net Property Sale Proceeds" to creditors in the order of priority of their respective Claims. Nicole Gallagher, along with her husband Mark Gallagher (the "Gallaghers") support a sale of the Property and a distribution of the proceeds to creditors in the order of Bankruptcy Code priorities, but believe certain of the claims filed against the Debtor can be reduced and/or objected to by the Debtor and that the Property is worth more than the aggregate secured debt. The value of the Property, as estimated by the Debtor in its Chapter 11 Schedules, is $12,000,000.00. The Gallaghers submit the Property is worth approximately $16,000,000.00. Blue Castle (Cayman) Ltd. (the "First Mortgagee") holds a first mortgage secured by the Property and filed a claim in the amount of $7,709,864.94. First Mortgagee's Claim will continue to accrue interest, costs and fees post-petition, up to the value of the Property. To the extent the First Mortgagee is the winning credit bidder, there will be no distribution to junior Claimants, except to holders of Property Maintenance Claims. On August 25, 2023, the Debtor filed a Motion to Issue a Writ of Assistance Directing the U.S. Marshal to Assist in the Removal of Michael Mangiaracina and Other Occupants from the Property and an Expedited Motion for Civil Contempt against Michael Mangiaracina for his failure to comply with the Turnover Order and to vacate the Property in accordance with its terms. The Motion to Issue a Writ of Assistance was heard by the Court on August 30, 2023 pursuant to an Order to Show Cause, at which time the Court, once again, ordered that Mr. Mangiaracina and any other occupants vacate the Property by August 30, 2023. The Debtor will seek an order from the Bankruptcy Court clarifying that the Purported Lease is not valid or enforceable. Mr. Mangiaracina has vacated the Property. Debtor, thereafter, recommenced showing the Property to interested bidders. Class 10 consists of General Unsecured Claims. Consisting of all filed Claims and deficiency amounts which remain after the Sale of the Property, relating to Lien Claims, which will vary depending on the Sale price under the Plan and the respective priorities of the lienholders. Payment of available Cash up to the Allowed Amount of Class 810 Claims, after payment of Administrative Expenses, Priority Tax Claims and Class 1 to 9 Claims, on the Distribution Date on a pro rata basis to each holder of such Claim in Class 10. This Class is impaired. Funding for the Plan will be from Net Property Sale Proceeds and from Cash on-hand in the DIP Account. The sale of the Property, pursuant to Section 1123(a)(5) and 363 of the Bankruptcy Code shall be implemented, after entry of the Confirmation Order, pursuant to the Bidding and Auction Procedures and the Contract of Sale. The Auction, pursuant to the Bidding and Auction Procedures, and the Contract of Sale shall be open to all parties and parties-in interest. On the Effective Date, the Property shall be sold to purchaser free and clear of all Liens, Claims, and encumbrances, and any such Liens, Claims, and encumbrances shall attach to the Net Property Sale Proceeds and be disbursed in accordance with the provisions of this Plan. A full-text copy of the First Amended Disclosure Statement dated September 11, 2023 is available at https://urlcurt.com/u?l=t49GR6 from PacerMonitor.com at no charge. Counsel to the Debtor: Jason Nagi, Esq. Offit Kurman, P.A. 590 Madison Avenue, 6th Floor New York, NY 10016 Tel: (929) 476-0041 Fax: (212) 545-1656 Email: Jason.Nagi@offitkurman.com About Wickapogue 1 Wickapogue 1, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023, with $10 million to $50 million in both assets and liabilities. David Goldwasser, chief restructuring officer of Wickapogue 1, signed the petition. Judge Robert E. Grossman oversees the case. Jason A. Nagi, Esq., at Offit Kurman, P.A., is the Debtor's counsel. WITCHEY ENTERPRISES: Trustee Gets OK to Sell Property to KORE ------------------------------------------------------------- John Martin, the Chapter 11 trustee for Witchey Enterprises, Inc., received approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to sell certain property to KORE Logistics, Inc. KORE offered to buy the company's property consisting of 10 Federal Express Ground Delivery routes for $30,000. Witchey, through the bankruptcy trustee, was authorized by the court to assign the Independent Service Provider Agreement dated May 13, 2023 to Kore, subject to authorization from FedEx and compliance by Witchey and the buyer with all requirements for the assignment of the ISP Agreement. At the option of FedEx, rather than assigning the ISP Agreement to Kore, a replacement ISP Agreement may be provided to the buyer on economic terms substantially similar to Witchey's ISP Agreement or as may otherwise be agreed to among Kore and FedEx. About Witchey Enterprises Witchey Enterprises, Inc. is a provider of courier and express delivery services based in Wilkes-Barre, Pa. Witchey Enterprises filed Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-00645) on Feb. 14, 2019, with $1 million to $10 million in both assets and liabilities. Louis Witchey, president of Witchey Enterprises, signed the petition. Judge Patricia M. Mayer oversees the case. The Debtor tapped Andrew Joseph Katsock, III, Esq., as legal counsel and David L. Haldeman as accountant. On March 1, 2022, the court appointed John J. Martin as the Debtor's Chapter 11 trustee. The trustee tapped the Law Offices of John J. Martin as his counsel. WOOF INTERMEDIATE: S&P Lowers ICR to 'CCC+', Outlook Negative ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Woof Intermediate Inc. (operating as Wellness Pet) to 'CCC+' from 'B-' and its issue-level rating on its $889 million ($872 million outstanding) first-lien term loan (pro forma for the $138.5 million incremental term loan funded in July 2023) to 'CCC+' from 'B-'. S&P also lowered its issue-level rating on the company's $235 million second-lien term loan to 'CCC-' from 'CCC'. The recovery ratings on the debt remain '3' and '6', respectively. Pro forma for the $138.5 million incremental term loan funded in July 2023 and the repayment of outstanding borrowings on its asset-based loan (ABL) facility, S&P believes Wellness Pet will have adequate liquidity over the next 12 months. S&P said, "The negative outlook reflects the possibility that we could lower the ratings if default scenarios could be envisioned over the subsequent 12 months. We believe this could occur if operating performance deteriorated, resulting in liquidity pressures. "The downgrade reflects our expectation that Wellness Pet's credit metrics will be weaker than our previous forecast. "We view the company's capital structure as unsustainable, absent a recovery in sales growth. Wellness Pet maintains a heavy debt load with roughly $1.1 billion in funded debt. We estimate S&P Global Ratings-adjusted pro forma leverage (including its incremental first-lien term loan funded in July 2023) was about 11.3x for the trailing 12 months ended July 1, 2023, compared with about 8.1x during the same period the previous year. S&P Global Ratings-adjusted EBITDA to interest also declined to 1.1x for the 12 months ended July 1 from 2.1x during the same period in 2022. We forecast credit metrics to improve from current levels by the end of fiscal 2023 but remain weak, with leverage of about 9.6x in 2023 and 8.5x in 2024. We previously expected leverage to improve to 7.5x-8x by the end of fiscal 2023 and further decline to 7x-7.5x in 2024. We also expect EBITDA interest coverage to remain at about 1.1x at the end of fiscal 2023 and improve only modestly to 1.3x by 2024 versus our previous expectation of EBITDA interest coverage remaining between 2x and 2.5x in fiscals 2023 and 2024." The company has yet to establish a track record of positive free cash flow. Wellness Pet's revenue declined 7.4% in the second quarter of 2023 driven by volume declines because of retailer destocking, higher consumer price elasticity, and lower demand for treats. These declines were partially offset by benefits from wrap-around price increases implemented in 2022. Although the company restored its gross margin profile through its price increases, paired with moderating input and freight costs as well as manufacturing efficiencies, S&P Global Ratings-adjusted EBITDA margin declined 230 basis points in the second quarter compared with the same period the previous year due to higher advertising and promotional spending. We expect EBITDA generation to improve sequentially. However, improvements in profitability have yet to translate into positive free cash flow generation because Wellness Pet reported a free cash flow deficit of $11 million for the first half of 2023 ended June. S&P said, "We expect free operating cash flow (FOCF) to remain negative with a deficit of $20 million in 2023, after seven quarters of negative to break-even FOCF generation. Although the company recently entered into a fixed for floating interest rate swap agreement covering about 50% of its debt obligations, we expect cash interest costs to increase to about $103 million in 2023 compared with $73 million in 2022. These interest costs will substantially limit Wellness Pet's ability to generate significant free cash flow despite our expectations for increasing EBITDA and working capital improvements in 2023. In addition, we expect capital expenditure (capex) to come down but remain heightened at about $15 million in 2023 to support capacity expansion at its Decatur production facility." S&P has lowered its growth and profit outlook due to retailer destocking and lower consumer demand. During the second quarter, the company's revenue declined by a high-single-digit percentage, due to lapping strong sales growth in the same prior year quarter, higher destocking levels by retailers and lower consumer demand. Wellness Pet grew households penetrated by 5% during the second quarter compared to the same period prior year. S&P said, "While the pet category has historically been resilient during economic downturns, we believe the extraordinary inflation has weighed more on consumers in recent quarters. The weaker demand and softer macroeconomic outlook have resulted in a revision downward of our forecast for the remainder of 2023. Longer term, we believe Wellness Pet's ongoing investments in innovation, marketing and promotion to increase household penetration and drive attachment rates will gradually improve performance." This includes a mid-single-digit percent increase in sales and S&P Global Ratings-adjusted EBITDA margins improvement of about 150 basis points through the end of 2024. The negative outlook reflects the possibility that S&P could lower the ratings over the next 12 months if the company's profitability and cash flow did not improve such that it envisioned specific default scenarios over the subsequent 12 months. S&P could lower the ratings if: -- The company's profitability and cash flow did not improve due to lower demand or higher competitive pressures; -- It were unable to mitigate inflationary pressures; or -- It were unable to operate its plants effectively or meet customer demand. S&P could take a positive action if: -- The company successfully implemented its operating plan and steadily increased EBITDA as a result of stable volumes, lower costs, savings from productivity initiatives, and other operational improvements; -- The company generated positive FOCF generation; and -- The company maintained adequate liquidity while EBITDA interest coverage approached 1.5x. WW INTERNATIONAL: $945MM Bank Debt Trades at 23% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 77.4 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $945 million facility is a Term loan that is scheduled to mature on April 13, 2028. The amount is fully drawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. YUM! BRANDS INC: Egan-Jones Retains BB- Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on August 21, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by YUM! Brands, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Louisville, Kentucky, YUM! Brands, Inc. owns and franchises quick-service restaurants. [^] BOND PRICING: For the Week from September 11 to 15, 2023 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 38.459 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.718 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.548 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 64.484 12/1/2024 Air Methods Corp AIRM 8.000 1.000 5/15/2025 Air Methods Corp AIRM 8.000 0.553 5/15/2025 Amyris Inc AMRS 1.500 12.500 11/15/2026 Assured Guaranty US Holdings Inc AGO 5.000 99.142 7/1/2024 Audacy Capital Corp CBSR 6.750 1.744 3/31/2029 Audacy Capital Corp CBSR 6.500 1.286 5/1/2027 Audacy Capital Corp CBSR 6.750 1.444 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 0.450 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 0.740 8/1/2034 Biora Therapeutics Inc BIOR 7.250 54.210 12/1/2025 Boingo Wireless Inc WIFI 1.000 93.125 10/1/2023 Brixmor LLC BRX 6.900 9.875 2/15/2028 Citigroup Global Markets Holdings Inc/United States C 4.965 92.750 11/20/2023 Citigroup Global Markets Holdings Inc/United States C 4.785 95.142 9/28/2023 Clovis Oncology Inc CLVS 1.250 10.372 5/1/2025 Clovis Oncology Inc CLVS 4.500 9.732 8/1/2024 Clovis Oncology Inc CLVS 4.500 9.472 8/1/2024 Curo Group Holdings Corp CURO 7.500 35.964 8/1/2028 Curo Group Holdings Corp CURO 7.500 24.006 8/1/2028 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 15.557 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 6.509 3/15/2040 DTE Energy Center LLC DTEENE 7.458 90.008 4/30/2024 Danimer Scientific Inc DNMR 3.250 34.646 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.438 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.125 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.523 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.655 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.655 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.523 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare Corp EVHC 8.750 3.250 10/15/2026 Envision Healthcare Corp EVHC 8.750 2.700 10/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 18.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 15.463 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 1.950 99.842 9/19/2023 Federal Home Loan Banks FHLB 3.510 99.343 9/22/2023 Federal Home Loan Banks FHLB 3.480 99.373 9/22/2023 Federal Home Loan Banks FHLB 4.125 99.807 9/20/2023 Federal Home Loan Banks FHLB 3.625 99.374 9/22/2023 Federal Home Loan Banks FHLB 3.650 99.374 9/22/2023 Federal Home Loan Banks FHLB 4.200 99.757 9/20/2023 First Citizens Bancshares Inc/TX FIRCTZ 6.000 91.761 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 91.761 9/1/2028 First Republic Bank/CA FRCB 4.625 0.500 2/13/2047 First Republic Bank/CA FRCB 4.375 0.750 8/1/2046 Ford Motor Credit Co LLC F 7.110 100.000 9/20/2023 GNC Holdings Inc GNC 1.500 0.437 8/15/2020 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 Granite Point Mortgage Trust Inc GPMT 6.375 99.375 10/1/2023 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 39.551 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 39.746 6/1/2026 Hallmark Financial Services Inc HALL 6.250 18.259 8/15/2029 Hyundai Capital America HYNMTR 1.250 99.956 9/18/2023 Inseego Corp INSG 3.250 40.057 5/1/2025 Invacare Corp IVC 5.000 83.125 11/15/2024 Invacare Corp IVC 4.250 2.220 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 81.649 9/10/2031 MBIA Insurance Corp MBI 16.830 4.250 1/15/2033 MBIA Insurance Corp MBI 16.923 3.786 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 97.499 10/1/2023 Macy's Retail Holdings LLC M 7.875 93.348 3/1/2030 Macy's Retail Holdings LLC M 6.900 85.622 1/15/2032 Macy's Retail Holdings LLC M 7.875 93.348 3/1/2030 Mashantucket Western Pequot Tribe MASHTU 7.350 41.250 7/1/2026 Morgan Stanley MS 1.800 71.353 8/27/2036 NOA Bancorp Inc NOABAN 6.700 92.342 11/1/2028 NOA Bancorp Inc NOABAN 6.700 92.342 11/1/2028 New York Community Bancorp Inc NYCB 5.900 93.825 11/6/2028 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Pacific Life Global Funding II PACLIF 0.500 99.535 9/23/2023 Party City Holdings Inc PRTY 8.750 15.125 2/15/2026 Party City Holdings Inc PRTY 8.750 15.000 2/15/2026 Party City Holdings Inc PRTY 10.821 12.986 7/15/2025 Party City Holdings Inc PRTY 6.625 0.732 8/1/2026 Party City Holdings Inc PRTY 10.821 12.986 7/15/2025 Party City Holdings Inc PRTY 6.625 0.732 8/1/2026 PeoplesBancorp MHC PEOPBC 5.375 90.002 11/15/2028 PeoplesBancorp MHC PEOPBC 5.375 90.002 11/15/2028 Photo Holdings Merger Sub Inc SFLY 8.500 48.500 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 48.500 10/1/2026 Porch Group Inc PRCH 0.750 26.975 9/15/2026 Radiology Partners Inc RADPAR 9.250 38.444 2/1/2028 Radiology Partners Inc RADPAR 9.250 38.584 2/1/2028 Reliance Standard Life Global Funding II TOMARI 3.850 99.898 9/19/2023 Reliance Standard Life Global Funding II TOMARI 3.850 99.711 9/19/2023 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 10.253 2/15/2027 Rite Aid Corp RAD 7.500 60.793 7/1/2025 Rite Aid Corp RAD 7.500 61.620 7/1/2025 Rite Aid Corp RAD 6.875 20.447 12/15/2028 Rite Aid Corp RAD 6.875 20.447 12/15/2028 RumbleON Inc RMBL 6.750 43.393 1/1/2025 SBL Holdings Inc SECBEN 7.000 60.000 N/A SBL Holdings Inc SECBEN 7.000 62.625 N/A SVB Financial Group SIVB 4.000 3.000 N/A SVB Financial Group SIVB 4.250 4.011 N/A SVB Financial Group SIVB 4.100 3.500 N/A SVB Financial Group SIVB 4.700 4.008 N/A Shift Technologies Inc SFT 4.750 9.437 5/15/2026 Signature Bank/ New York NY SBNY 4.000 1.750 10/15/2030 Signature Bank/ New York NY SBNY 4.125 1.761 11/1/2029 Southern Power Co SO 2.750 99.846 9/20/2023 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 35.320 6/1/2025 Talen Energy Supply LLC TLN 6.500 23.000 9/15/2024 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 7.000 23.000 10/15/2027 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 23.000 9/15/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 10.521 5/15/2027 US Renal Care Inc USRENA 10.625 40.000 7/15/2027 US Renal Care Inc USRENA 10.625 39.950 7/15/2027 UpHealth Inc UPH 6.250 40.500 6/15/2026 Veritone Inc VERI 1.750 36.500 11/15/2026 WeWork Cos Inc WEWORK 7.875 7.772 5/1/2025 WeWork Cos Inc WEWORK 7.875 6.438 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.375 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.250 7/10/2025 Wesco Aircraft Holdings Inc WAIR 9.000 9.500 11/15/2026 Wesco Aircraft Holdings Inc WAIR 8.500 4.060 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 4.533 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 4.060 11/15/2024 Wesco Aircraft Holdings Inc WAIR 9.000 9.810 11/15/2026 Wesco Aircraft Holdings Inc WAIR 13.125 4.533 11/15/2027 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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