/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230920.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 20, 2023, Vol. 27, No. 262 Headlines 129 N WALNUT: Unsecureds Will Get 100% with Interest in Plan 540 WEST: To Seek Sale Plan Approval on Sept. 28 ABG INTERMEDIATE 2: Moody's Hikes CFR to B1, Outlook Stable ACTION ENVIRONMENTAL: Moody's Assigns 'B2' CFR, Outlook Stable AEROCARE MEDICAL: Court OKs Cash Collateral Access Thru Nov 13 ALL DAY: $200MM Bank Debt Trades at 78% Discount AMERICAN PHYSICIAN: Case Summary & 30 Largest Unsecured Creditors AMERICAN TRANSPORT: Files Emergency Bid to Use Cash Collateral AMYRIS INC: Hires PwC US Business Advisory as Financial Advisor ART OF MEDICINE: Unsecureds to Split $36K over 36 Months AVENTIV TECHNOLOGIES: S&P Places 'CCC+' ICR on Watch Negative BANNEKER SUPPLY: Hires McLaughlinQuinn LLC as Legal Counsel BETTER TRANSPORT: Unsecureds Will Get 31% of Claims over 3 Years BIOSTEEL SPORTS: Chapter 15 Case Summary BIOTRICITY INC: Posts $3.6 Million Net Loss in First Quarter BMC SOFTWARE: S&P Alters Outlook to Pos., Affirms 'B-' ICR BOOST NEWCO: S&P Assigns 'BB' Rating on Senior Secured Notes BOY SCOUTS: Settlement Trust Begins Settlement Payouts BRIDGE COMMUNICATIONS: Court OKs Cash Access Thru April 2024 BRITH SHOLOM: Hires Arbel Capital, Designate Mr. Diamond as CRO C.W. KELLER: Wins Cash Collateral Access CALCEUS ACQUISITION: Moody's Withdraws 'B3' CFR on Debt Repayment CARESTREAM DENTAL: Moody's Cuts CFR to Caa2 & Secured Debt to Caa1 CARNIVAL PLC: EUR751.5MM Bank Debt Trades at 36% Discount CASTLE US HOLDING: $1.20BB Bank Debt Trades at 20% Discount CHUBBY'Z 2 D&D: Unsecureds to Get $20K Under Plan COMMSCOPE HOLDING: S&P Alters Outlook to Neg., Affirms 'B-' ICR COMMUTER ADVERTISING: Case Summary & 15 Unsecured Creditors CPM HOLDINGS: Moody's Hikes CFR to 'B2', Outlook Stable CS LEE: Wins Interim Cash Collateral Access CYXTERA DC: $815MM Bank Debt Trades at 39% Discount DASHON GOLDSON: Seeks to Hire Ure Law Firm as Bankruptcy Counsel DEPENDABLE LAWN: Wins Cash Collateral Access Thru Sept 27 DGS REALTY: Unsecureds Unimpaired Under Plan DIGITAL ALLY: All Four Proposals Passed at Annual Meeting DIXON TOWN HOMES: Has Deal on Cash Collateral Access ENVISION HEALTHCARE: Objects to Any Assumption of Lease FARR LABORATORIES: Has Until Jan. 17 to File Disclosures and Plan FEDNAT HOLDING: To Seek Plan Approval on Oct. 10 FOUNDEVER GROUP: S&P Lowers ICR to 'BB-' on Increased Leverage GELESIS HOLDINGS: Incurs $7.7 Million Net Loss in Second Quarter GENESIS CARE: Class 5A Unsecureds Unimpaired in Plan GENESIS CARE: Targeting November Hearing on Plan GRAYSON O CO: Wins Cash Collateral Access on Final Basis HARTMAN SPE: Seeks Cash Collateral Access HEART HEATING: Bid to Use Cash Collateral Denied HENRRY DELIVERY: Wins Cash Collateral Access on Final Basis HICKORY HILLZ: Continued Operations to Fund Plan HOT SHOT BALLERS: L. Todd Budgen Named Subchapter V Trustee HOT'Z POWER: Amends IRS Secured Claim Pay Details HOT'Z POWER: Seeks Add'l $15,000 of Cash Collateral HOWMET AEROSPACE: Moody's Alters Outlook on 'Ba1' CFR to Positive INNOVATIVE CONCEPTS: Unsecureds Get Paid From Remaining Balance INTERSTATE WASTE: S&P Assigns 'B' ICR on Recapitalization IQPACK LLC: Case Summary & 15 Unsecured Creditors IVANTI SOFTWARE: $545MM Bank Debt Trades at 29% Discount IVCINYA COMPANY: Court OKs Cash Collateral Access Thru Oct 31 J.A.R. CONCRETE: Unsecureds to Get $500K Under Plan JETASAP LLC: Unsecureds to Split $100K in Consensual Plan JLK CONSTRUCTION: Court OKs Cash Collateral Access Thru April 2024 JOHNSON & JOHNSON: Senate Committee Probes Bankruptcy Efforts JSMITH CIVIL: Case Summary & 20 Largest Unsecured Creditors LONE WOLF: Court OKs Cash Collateral Access on Final Basis LUCAS MACYSZYN: Court OKs Interim Cash Collateral Access LUCENA DAIRY: Court OKs Cash Collateral Access Thru Sept 27 LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 30% Discount LUNA DAIRY: Court OKs Cash Collateral Access Thru Sept 27 MAD SCIENCE: Court OKs Cash Collateral Access Thru Sept 25 MAX US BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable MCDERMOTT INT'L: Davis Polk Advises Lenders on TSA, Financing MERIDIEN ENERGY: October 25 Hearing on Plan and Disclosures MICKEYS SPORTS: Unsecureds Will Get 10% of Claims over 60 Months MSS INC: Wins Cash Collateral Access NAUTICAL MARINE: Court OKs Interim Cash Collateral Access NB COMMONS: Files Emergency Bid to Use Cash Collateral NCR ATLEOS: Moody's Rates Proposed $1.05-Bil. Secured Notes 'B2' NCR ATMCO: S&P Assigns 'B+' Rating on New Senior Secured Notes NEILLY'S FOOD: Case Summary & 11 Unsecured Creditors NEONATOLOGIST ASSOCIATES: Oct. 17 Hearing on Disclosure and Plan NETWORK MEDIA: Voluntary Chapter 11 Case Summary OPYS HOLDINGS: Judy Wolf Weiker Named Subchapter V Trustee P2 OAKLAND: Case Summary & 16 Unsecured Creditors PHASEBIO PHARMACEUTICALS: SFJ Says Plan Not Feasible POLARIS OPERATING: Court OKs Interim Cash Collateral Access PRIME CORE: Proposes Toggle Plan; Targets Oct. 30 Hearing RIVERBED TECHNOLOGY: $375MM Bank Debt Trades at 36% Discount ROBBIN'S NEST: Unsecureds to Get 10% Net Profit for 5 Years SACKS WESTON: Court OKs Interim Cash Collateral Access SAN MARINO CAFE: Court OKs Interim Cash Collateral Access SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru Oct 19 SHOPS@BIRD & 89: Court Approves Disclosure Statement SOUTHERN CLEARING: Wins Cash Collateral Access Thru Nov 16 SOUTHERN DRILL: Seeks Cash Collateral Access SPRING EDUCATION: Moody's Assigns B2 Rating to New First Lien Loans STANADYNE LLC: Committee Plan Proposes Up to 10.6% for Unsecureds STANADYNE LLC: Committee Seeks November Confirmation of Plan SUNAC CHINA: Chapter 15 Case Summary TELESAT LLC: $1.91BB Bank Debt Trades at 26% Discount TEXMARK CHEMICALS: Case Summary & 30 Largest Unsecured Creditors TNC SRQ: Ruediger Mueller Named Subchapter V Trustee TRAXCELL TECHNOLOGIES: Voluntary Chapter 11 Case Summary TRITEK INT'L: Windom Unsecureds to Get 1.1% to 7.1% TUFFSTUFF FITNESS: Case Summary & 20 Largest Unsecured Creditors ULTRA RESOURCES: Moody's Withdraws B2 CFR Following Debt Repayment UNITY ELECTRICAL: Seeks to Hire Tran Singh LLP as Counsel UPHEALTH HOLDINGS: Case Summary & Five Unsecured Creditors UPHEALTH HOLDINGS: Files Voluntary Chapter 11 Bankruptcy Petition V.F. CORP: Moody's Affirms (P)Ba1 Preferred Shelf Rating VACO INTERMEDIATE: Moody's Assigns 'B3' CFR, Outlook Stable VIVOS REAL ESTATE: October 26 Hearing on Disclosure Statement WAYFORTH LLC: William Callahan Jr. Named Subchapter V Trustee WESTPACK HOLDINGS: Court OKs Interim Cash Collateral Access WORLDPAY: Moody's Rates Proposed USD/GBP Secured Notes 'Ba3' WRIGHT EXCAVATING: Seeks to Tap Pope Firm as Bankruptcy Counsel YELLOW CORP: Teamsters Union Urges Senate to Probe Bankruptcy ZHANG MEDICAL: Hires Schulman Lobel LLP as Accountant [*] Iron Horse to Auction Luxury, Exotic Vehicles on Sept. 12 [*] Julia Frost-Davies Joins Greenberg Traurig's Bankruptcy Dept. [*] SCP's Larry Perkins Named Top 100 Restructuring Professionals ********* 129 N WALNUT: Unsecureds Will Get 100% with Interest in Plan ------------------------------------------------------------ 129 N Walnut Street LLC submitted a Second Amended Plan of Reorganization dated September 12, 2023. Prior to the Confirmation Date, Joseph Goldberger shall cause $450,000 to be deposited with the Debtor. On the Effective Date the Debtor, will (i) pay in full all Allowed Unsecured Claims and (ii) place the Estimated 1124 Amount in a special purpose escrow to be held by the Debtor's attorneys. The Debtor will then litigate the Declaratory Judgment Action to conclusion and obtain an Order fixing the amounts required to be paid to the Mortgagee under the Plan. Class 1 consists of the Allowed Secured Claim of Mortgagee. This class is not impaired. On or before the Confirmation Date, the Debtor shall have cured all non-monetary defaults under the Loan Agreements and, unless the Bankruptcy Court shall have entered an Order determining that no monies need be paid to the Mortgagee to render it unimpaired under Section 1124(2) of the Bankruptcy Code, deposited into escrow with the Debtor's attorneys the Estimated 1124 Amount. Within 10 Business Days of the entry of an Order which determines the amount the Debtor must pay under the Plan, if any, to render the Mortgagee unimpaired under Section 1124(2) of the Bankruptcy Code, monies in the Mortgagee 1124 Account shall be disbursed to the Mortgagee as required by that Order, with the balance paid to the Debtor. In the event that the Order determines that the amount required to be paid to the Mortgagee under Section 1124(2) of the Bankruptcy Code exceeds the Estimated 1124 Amount, the Debtor shall have 30 days to pay such excess amount in Cash unless such amount is greater than $250,000, in which case the Debtor shall have 60 days to make such Cash payment. The Confirmation Order shall direct that as of the Effective Date, the Loan Agreements be deemed to be in full force and effect, with any prior Default or Event of Default (as defined in the Loan Agreements) deemed to be fully cured, nullified and of no force or effect, as if such Default or Event of Default shall never have occurred. On the Effective Date, Mortgagee's Allowed Claim shall be fixed at (i) the Principal Amount plus 1.25 % p.a. of that amount from August 1, 2022 until the Payment Date; (ii) plus $100,000. Mortgagee's Allowed Claim shall continue to be secured by its current Liens on the Property until such time as Mortgagee's Allowed Claim is paid in full. The Debtor shall continue to make monthly payments in the amount of $27,953.67, (the "Monthly Payments") on the 15th day of each month following the Confirmation Date, which payments, shall together with all other payments made to Mortgagee after the Petition Date, be applied to the Loan and escrows as provided in the Loan Documents as if no default under the Loan had occurred. The Mortgagee's Allowed Claim shall be paid in full no later than 12 months after the Confirmation Date (the "Payment Date"). If full payment of the Allowed Claim is not made by the Payment Date, (i) the Debtor shall be deemed to have waived the provisions of the automatic stay with respect to any foreclosure proceeding brought by the Mortgagee against the Property and (ii) the Debtor shall be deemed to have waived any and all defenses to a foreclosure action brought by the Mortgagee except for the limitation on Mortgagee's Allowed Claim. In addition, on the Effective Date, the Debtor and the Mortgagee shall execute such documents necessary to (i) assign to Mortgagee the Litigation Claims and (ii) obligate Mortgagee to distribute the proceeds of (A) the Litigation Claims or any claims asserted by Mortgagee against Old Republic or Riverside Abstract LLC relating to the Property (the Litigation Claims together with the Mortgagee's claims against Old Republic and Riverside Abstract LLC relating to the Property hereinafter "the Insurer Claims") as follows: first, $200,000 to the Mortgagee, second $300,000 to the Debtor, third, remainder divided 75% to Mortgagee and 25% to the Debtor. Mortgagee shall be required to respond promptly to any of the Debtor's reasonable requests as to the existence and disposition of proceeds of the Insurer Claims. Class 2 consists of Allowed Unsecured Claims. This class is not impaired. On the Effective Date, the Debtor shall pay 100% of all Allowed Claims in this class in Cash plus interest from the Petition Date to the Confirmation Date, at the higher of (i) the federal judgment rate or (ii) the rate established in a written contract with the holder of such unsecured claim. Class 3 consists of Equity Interests. The holder of the membership interests in the Debtor shall retain their equity interests. Sam Rosenbaum shall (i) contribute the funds necessary to confirm this Plan and (ii) agree that repayment of any Unsecured or Administrative Claim he has against the Debtor will only be paid from the proceeds of a sale or refinance of the Property after the Mortgagee's claim has been paid in full. Prior to the Confirmation Date, the Debtor shall have received $450,000 from Sam Rosenbaum or such other amount sufficient to pay all sums required to be paid by the Debtor under this Plan on the Effective Date. A full-text copy of the Second Amended Plan dated September 12, 2023 is available at https://urlcurt.com/u?l=URX6e4 from PacerMonitor.com at no charge. Attorneys for the Debtor: Isaac Nutovic, Esq. Law Offices of Isaac Nutovic 261 Madison Avenue, 26th Floor New York, NY 10016 Tele: (212) 421-9100 Email: inutovic@nutovic.com About 129 N Walnut Street LLC 129 N Walnut Street LLC owns a 41-unit apartment building in 129 N Walnut Street LLC. The Property is currently fully occupied. The Property is the Debtor's sole tangible asset. The Debtor's sole source of revenue are the rents paid by tenants at the Property. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 22-42104) on Sept. 2, 2022. In the petition signed by Samuel Rosenbaum, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Elizabeth S. Stong oversees the case. The Law Offices of Isaac Nutovic is the Debtor's counsel. 540 WEST: To Seek Sale Plan Approval on Sept. 28 ------------------------------------------------ Judge Mary F. Walrath has entered an order conditionally approving 540 West 21st Street Holdings LLC's Combined Disclosure Statement and Plan for solicitation purposes only on an interim basis and the following deadlines are approved: * The Voting Procedures Hearing Objection Deadline will be on Aug. 29, 2023 at 4:00 pm (ET). * The Voting Procedures and Interim Disclosure Statement Hearing will be on Sept. 5, 2023 at 10:30 a.m. (ET). * The Voting Record Date is the date of entry of the Interim Approval and Procedures Order. * The Solicitation Commencement Date is within 2 business days after entry of the Interim Approval and Procedures Order. * The Deadline for Creditors to File Rule 3018 Motions will be on Sept. 14, 2023 at 4:00 p.m. (ET). * The Deadline for Debtor to Respond to Rule 3018 Motions will be on Sept. 21, 2023 at 4:00 p.m. (ET). * The Voting Deadline for the Combined Plan and Disclosure Statement and Deadline to submit Opt-In Forms will be on Sept. 21, 2023 at 4:00 p.m. (ET). * The Combined Plan and Disclosure Statement Objection Deadline will be on Sept. 21, 2023 at 4:00 p.m. (ET). * The Deadline to File Confirmation Brief and Other Evidence Supporting the Combined Plan and Disclosure Statement will be on Sept. 25, 2023 at 4:00 p.m. (ET). * The Deadline to File Voting Tabulation Affidavit will be on Sept. 25, 2023 at 4:00 p.m. (ET). * The Combined Hearing will be on Sept. 28, 2023 at 10:30 a.m. (ET). Ballots need not be provided to holders of Claims in the Non-Voting Classes (Classes 1, 2, 5, 6, 7, 8 and 9) because they are either Unimpaired and conclusively presumed to have accepted the Plan or Impaired and conclusively presumed to have rejected the Plan in accordance with Section 1126(f) and (g) of the Bankruptcy Code. However, Holders of unimpaired Claims conclusively presumed to accept the Plan shall be provided a Notice (the "Notices") containing an Opt-In Election Form (the "Opt-In Forms") through which such Holders may choose to opt-in to the Releases being given under the Plan. Liquidating Plan 540 West 21st Street Holdings LLC submitted a First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Debtor is headquartered in New York, New York and is a real estate holding company formed specifically to facilitate the financing for, and construction of a mixed-use development at the Property. 540 Holdings purchased the Property with the intent to obtain financing to construct a 20 story, 275 foot tall ultra-luxury mixed use condominium building. The proposed development would include 34 residential units with a total area of 116,818 square feet, a 4,682 square foot retail component and a 48,737 square foot gallery. In connection with its efforts to sell the Property, on Nov. 9, 2022, 540 Holdings retained Jones Lang LaSalle Americas, Inc., as its agent to market and sell the Property. 540 Holdings identified 550W21 Owner LLC ("Purchaser") as the party who provided the highest and best offer for the Property among all others marketed. After Purchaser was identified as the party with the highest and best offer for the Property, Debtor, its professionals, and Purchaser proceeded with due diligence to finalize the terms upon which Purchaser would purchase the Property. 540 Holdings and Purchaser then entered into the Purchase and Sale Contract which, among other things, contemplated that Debtor would file the Chapter 11 Case, engage in a bankruptcy sale process, and obtain the confirmation of a chapter 11 plan. First Lien Lender also agreed to provide Debtor with sufficient financing to complete the transactions contemplated by the Purchase and Sale Contract, and sufficient to fund Debtor's operations through the Chapter 11 Case, prior to the Petition Date. In connection with the foregoing, Debtor and First Lien Lender entered into the First Lien RSA on June 26, 2023 and Debtor and DZ 21 st Street entered into the DZ RSA on August 1, 2023. Pursuant to the RSAs, First Lien Lender and DZ 21st Street agreed to consent to and support a plan filed by Debtor if such plan conformed to the provisions set forth in a Restructuring Term Sheet, attached as an exhibit to the RSAs, and was otherwise reasonably acceptable to First Lien Lender. These included, among other things, incorporating the Sale as part of such plan and providing largess to other creditors that provides the basis for the treatment of classes. The Debtor will fund distributions under the Plan with the sale proceeds and cash on hand. Cash payments to be made pursuant to the Plan will be made by the Debtor or Plan Administrator. After confirmation, the Debtor shall consummate the Sale, and any other transactions contemplated by the Purchase and Sale Contract, pursuant to the terms and conditions of the Purchase and Sale Contract. The Sale shall not be subject to overbidding. The consummation of the Sale shall occur on or before Oct. 31, 2023. In the event that consummation of the Sale does not occur by Oct. 31, 2023, and Debtor, First Lien Lender, and Purchaser have not agreed, in writing, to extend such deadline, the Plan, any votes cast in favor of the Plan and any compromises or agreed discounts incorporated in the Plan shall be deemed withdrawn, revoked, and deemed void ab initio, notwithstanding whether the Bankruptcy Court has entered the Confirmation Order. In the event that such written agreement extending the deadline to consummate the Sale is reached on or before Oct. 31, 2023, the Debtor shall file such agreement in the Chapter 11 Case. Under the Plan, Class 5 General Unsecured Claims total $2,007,358 and will recover 100% of their claims. Each Holder thereof will receive a payment in Cash equal to its Allowed Unsecured Claim on, or as soon as reasonably practicable after, the closing of the Sale. Class 5 is unimpaired. Counsel to the Debtor: William E. Chipman, Jr., Esq. CHIPMAN BROWN CICERO & COLE LLP Hercules Plaza, 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Telephone: (302) 295-0193 E-mail: Chipman@ChipmanBrown.com - and - Jason J. DeJonker, Esq. William S. Hackney, Esq. BRYAN CAVE LEIGHTON PAISNER LLP 161 North Clark Street, Suite 4300 Chicago, IL 60601 Telephone: (312) 602-5000 Fax: (312) 602-5050 E-mail: jason.dejonker@bclplaw.com william.hackney@bclplaw.com A copy of the Order dated Sept. 8, 2023, is available at https://tinyurl.ph/CMtUj from PacerMonitor.com. A copy of the First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated Sept. 8, 2023, is available at https://tinyurl.ph/EYiFZ from PacerMonitor.com. About 540 West 540 West 21st Street Holdings LLC is headquartered in New York, NY and is a real estate holding company formed specifically to facilitate the financing and construction of a mixed-use development at the Property. 540 West sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del Lead Case No. 23-11053) on Aug. 2, 2023. In the petition signed by Noam Teltch as authorized signatory, the Debtor disclosed up to $95,842,716 in assets and $256,664,374 in liabilities. Hon. Mary F. Walrath oversees the case. The Debtors tapped Bryan Cave Leighton Paisner LLP as lead counsel, Chipman Brown Cicero & Cole, LLP as Delaware counsel, Tomer Jacob as chief restructuring officer, and Bankruptcy Management Solutions, Inc. dba Stretto as claims agent. ABG INTERMEDIATE 2: Moody's Hikes CFR to B1, Outlook Stable ----------------------------------------------------------- Moody's Investors Service upgraded ABG Intermediate Holdings 2 LLC's (dba Authentic Brands; "ABG") ratings including its corporate family rating to B1 from B2, probability of default rating to B1-PD from B2-PD, and senior secured second lien term loan due 2029 to B3 from Caa1. At the same time, Moody's affirmed the company's senior secured first lien term loans, senior secured first lien delayed draw term loan and senior secured first lien revolving credit facility at B1. The outlook was changed to stable from positive. The upgrade reflects ABG's significant growth in scale over the past several years, with over 50 brands that generate more than $29 billion in global annual retail sales in approximately 150 countries. Operating performance has remained solid, including continued profitable growth, strong margins and free cash flow despite a challenging consumer environment. The upgrade also reflects that ABG has maintained more moderate leverage than in the past despite completing several acquisitions including Reebok in February 2022 and Boardriders in September 2023.Many of ABG's smaller acquisitions have been financed with cash and the company has also paid down second lien debt and partially funded the Boardriders acquisition using proceeds received from financial sponsors in recent follow on equity investments. Pro forma for recent acquisitions and recent debt reduction, Moody's-adjusted debt/EBITDA remains below 5x and EBIT coverage of interest is around 2.5x. Upgrades: Issuer: ABG Intermediate Holdings 2 LLC Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Backed Senior Secured 2nd Lien Term Loan, Upgraded to B3 from Caa1 Affirmations: Issuer: ABG Intermediate Holdings 2 LLC Backed Senior Secured 1st Lien Term Loan, Affirmed B1 Backed Senior Secured 1st Lien Delayed Draw Term Loan, Affirmed B1 Backed Senior Secured 1st Lien Revolving Credit Facility, Affirmed B1 Outlook Actions: Issuer: ABG Intermediate Holdings 2 LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE Authentic Brands B1 CFR reflects its relatively stable and predictable revenue and cash flow streams it receives in the form of royalty payments from its licensees which include significant contractually guaranteed minimums and potential overages (payments made in excess of those amounts). The company has exhibited steady operating performance over the past few years, including demonstrated resilience through the coronavirus pandemic. In 2020 full year revenue and earnings grew over 2019 because of collections on a large portion of guaranteed minimum royalties from licensees, e-commerce growth, effective expense management initiatives and acquisitions. Also, its inherently asset-light licenser business model carries low fixed overhead costs and supports the company's strong operating margins and associated free cash flow generation. Liquidity is good, supported by balance sheet cash, ample free cash flow and excess revolver availability. The rating also reflects governance risks, including financial strategies that have led to high leverage driven by both its acquisitive nature and financial sponsor ownership. Moody's expects ABG to maintain debt/EBITDA of around 5.0x and EBIT/interest of 2.5x over the next twelve to eighteen months. The company also has moderate brand and licensee concentrations and the potential exists for execution challenges associated with its acquisition-based growth strategy. The stable outlook reflects Moody's expectation for consistent operating performance over the next 12-18 months, driven by high margins and strong positive free cash flow. The outlook also reflects Moody's expectation that the company will maintain leverage below 5x on average through earnings growth and successful integration of acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company maintains its operating performance, including meaningful organic revenue growth while maintaining strong margins, free cash flow and good liquidity. A ratings upgrade would also require a reduction in private equity ownership and board representation, and a commitment to and maintenance of a more conservative financial policy, including maintaining debt-to-EBITDA below 4.5 times and EBITA-to-interest expense above 3.0 times. The ratings could be downgraded if the company experiences weaker than anticipated operating performance including from challenges in integrating acquired brands, the non-renewal of licenses, or renewals of its licenses at materially lower revenue streams. Ratings could also be downgrade should ABG adopt more aggressive financial policies or liquidity weakens. Specific metrics include debt-to-EBITDA sustained above 5.5 times or EBITA-to-interest sustained below 2.25 times. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in New York, NY, ABG Intermediate Holdings 2 LLC is the borrowing entity for holding company Authentic Brands Group LLC. Authentic Brands is a brand management company with a portfolio of over 50 brands. The company also has control over the use of the name, image and likeness of several celebrities. The company is majority owned by private equity firms and other co-investors, with affiliates of BlackRock, Inc. being the largest shareholders. Authentic Brands is privately owned and does not publicly disclose its financial information. Revenue approached $1.2 billion for the twelve month period ended June 2023. ACTION ENVIRONMENTAL: Moody's Assigns 'B2' CFR, Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned The Action Environmental Group, Inc., a subsidiary of Interstate Waste Services, Inc. (collectively "IWS") a B2 corporate family rating and a B2-PD probability of default rating. Moody's also assigned a B2 rating to the company's planned $700 million senior secured credit facility. The facility will consist of a $500 million 7-year term loan, a $75 million 7-year delayed draw term loan, and a $125 million 5-year revolving credit facility. A stable outlook was also assigned. Proceeds from the term loan, together with cash from private equity firm Ares Management Corporation, will be used to repay existing debt obligations, pay cash to minority shareholders and add cash to IWS' balance sheet. The $75 million delayed draw term loan is not expected to be drawn at close. Governance was a key driver in IWS' rating outcome. IWS has aggressive financial policies including an aggressive financial strategy and risk management approach that result in the company's high initial leverage. In addition, the board of directors is largely comprised of representatives from private equity holder and management, with a minority of independent directors. RATINGS RATIONALE IWS' ratings reflect the company's position as a leading provider of commercial, municipal, and to a lesser extent residential and other waste and recycling services in New York and New Jersey. IWS has a recession resistant and sticky recurring revenue stream with pricing power supported by declining disposal capacity in the Northeast US waste collection market. The company is also well diversified by customer and has a competitive advantage resulting from its vertically integrated waste-by-rail model and an owned landfill located in a lower cost region (Ohio). However, IWS is regionally concentrated and relatively small with $648 million of revenue for LTM July. In addition, free cash flow will be negative in the near term due to planned investments in a new materials recycling facility "MRF" and gondola facility. Debt-to-LTM EBITDA is also high at 6.7 times at June 30, 2023, pro forma for the company's new capital structure. Note that Moody's does not include $10 million of EBITDA benefit the company anticipates receiving once the MRF and gondola facility are completed. Moody's expects that IWS will be acquisitive, and there is a risk of an increasingly aggressive financial policy under new private equity ownership. IWS's credit impact score of CIS-4 indicates its rating is lower than it would have been if ESG risk exposures did not exist. IWS is exposed to environmental risks, primarily related natural capital and physical climate risks, in line with Moody's environmental heat map for the environmental and waste management services sector. IWS also has governance risks, including an aggressive financial resulting in high leverage, as well as a board of directors which is largely comprised of private equity and management with a minority of independent directors. The stable outlook reflects Moody's expectation for 3-5% topline growth over the next year driven by pricing actions. Debt-to-EBITDA is expected to improve to below 5.5 times by the end of 2024. Moody's expects IWS' liquidity will be adequate over the next year. Free cash flow will be negative through 2024 as the company invests in a new gondola offloading facility and MRF. However, at the close of the current transaction, the company will have full availability on the $125 million revolving credit facility expiring 2028 and $85 million of cash. The term loan has no financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's expects declining organic revenue growth, EBIT margin sustained below 4%, or if debt-to-EBITDA does not trend toward 5.5 times. In addition, if the company engages in a large debt financed transaction that favors shareholders over creditors, or if the company is unable to complete growth capex projects with existing liquidity, the ratings could be downgraded. The ratings could be upgraded if the company is able to increase its size and scale while sustaining debt-to-EBITDA below 5.0 times, and maintaining EBIT margin above 8%. Improved liquidity, including sustained positive free cash flow, ample revolver availability and reduced reliance on external funding sources, would also be a prerequisite for an upgrade. The senior credit facility is expected to contain flexible covenants that could adversely affect creditors, including incremental facility capacity up to the greater of $108.7 million and 100% of EBITDA plus unlimited amounts subject to 5.0 times first lien net leverage or ratio neutral (if pari passu secured). Amounts up to (a) the greater of $108.7M and 100% of EBITDA or (b) any debt that satisfy ratio tests above may have an earlier maturity date than the initial term loans. Non-wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees, with no explicit protective provisions limiting such guarantee releases. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. There are no express protective provisions prohibiting an up-tiering transaction. The proposed terms and the final terms of the credit agreement may be materially different. The principal methodology used in these ratings was Environmental Services and Waste Management published in May 2023. The Action Environmental Group, Inc., a wholly-owned subsidiary of Interstate Waste Services, Inc. or "IWS", is a vertically-integrated provider of waste and recycling services in the greater New York City and Northern New Jersey markets. IWS' operations include over 2,000 employees, 25 collection depots, 16 transfer stations, and 6 MRFs. The company will be owned and controlled by PE firms Ares and Littlejohn & Co. AEROCARE MEDICAL: Court OKs Cash Collateral Access Thru Nov 13 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized Aerocare Medical Transport System, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through November 13, 2023. On June 12, 2019, the Debtor issued to First Fidelity Bank a Promissory Note in the principal amount of $1.2 million, as evidenced by the Promissory Note and a Business Loan Agreement. The FFB Loan had an original maturity date of September 6, 2019. The maturity date on the FFB Loan was extended by several Forbearance and Modification Agreements. The FFB Loan is secured by valid and properly perfected blanket liens on and security interests in essentially all of the Debtor's assets. As of the Petition Date, the balance due and owing under the FFB Loan is approximately $407,492, plus accrued and accruing interest, fees, and costs including attorneys' fees and costs. As of the Petition Date, the Debtor is current on its interest payments under the FFB Loan. The Debtor has submitted a request to use FFB's cash collateral for the next 8-week period through and including November, 2023, to continue operating its business and facilitate the filing of a plan of reorganization with the Court. The Debtor's interim right to use the cash collateral will cease and terminate immediately, and without further notice, upon the earliest of: (i) November 13, 2023; (ii) any event of default under the Order; (iii) the Debtor obtaining interim debtor-in-possession financing from any party not affiliated with FFB; (iv) the closing of an asset sale under 11 U.S.C. section 363; (v) entry of an order converting the case to a case under Chapter 7 of the U.S. Bankruptcy Code; (vi) entry of an order confirming a plan of reorganization; or (vii) the termination, expiration, lapse, or reduction of insurance coverage on any assets of the Debtor. As adequate protection, FFB is granted valid and perfected security interests and liens in and on all of Debtors' interests in any property acquired after the Petition Date of the type described as FFB's collateral in the applicable loan and security documents, including all proceeds therefrom. The Replacements Liens granted to FFB will: (i) secure repayment of the FFB indebtedness limited by the amount of cash collateral used by Debtor from and after the Petition Date; (ii) be evidenced by the existing Loan Documents and the Order; and (iii) have the same validity and priority as FFB's existing liens and security interest s in the cash collateral and other collateral. A copy of the Court's order is available at https://urlcurt.com/u?l=EpX0in from PacerMonitor.com. About Aerocare Medical Transport System, Inc. Aerocare Medical Transport System, Inc. is a nationally recognized and accredited provider of worldwide air ambulance and medevac services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02376) on April 13, 2023. In the petition signed by Joseph Cece, president, the Debtor disclosed $1,485,981 in assets and $3,108,797 in liabilities. Judge Eddward P. Ballinger Jr. oversees the case. James E. Cross, Esq., at Cross Law Firm, PLC, represents the Debtor as legal counsel. ALL DAY: $200MM Bank Debt Trades at 78% Discount ------------------------------------------------ Participations in a syndicated loan under which All Day AcquisitionCo LLC is a borrower were trading in the secondary market around 22.2 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on December 29, 2025. The amount is fully drawn and outstanding. All Day AcquisitionCo LLC does business as Reorganized 24 Hour Fitness Worldwide Inc., an operator of fitness centers in the U.S. AMERICAN PHYSICIAN: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------------- Lead Debtor: American Physician Partners, LLC 5121 Maryland Way Suite 300 Brentwood, TN 37027 Business Description: Founded in 2015, through the merger of Tennessee-based healthcare companies Align MD and Elite Emergency Physicians, the Debtors were a premier provider of a full range of management and staffing services for hospital emergency departments and hospitalist programs across the nation. Chapter 11 Petition Date: September 18, 2023 Court: United States Bankruptcy Court District of Delaware One hundred affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- American Physician Partners, LLC 23-11469 APP of Arizona ED, LLC 23-11470 APP of Florida HM, LLC 23-11471 APP Emergency ED TX, Inc. 23-11472 APP of Ohio ED, PLLC 23-11473 Capital Emergency Physicians Madison LLC 23-11474 APP of Illinois ED, PLLC 23-11475 APP of Arizona HM, LLC 23-11477 APP of New Mexico ED, PLLC 23-11478 APP of Florida ED, LLC 23-11479 APP of Illinois HM, PLLC 23-11480 Capital Emergency Physicians LLC 23-11481 App of New Mexico HM, PLLC 23-11482 APP of Georgia ED, LLC 23-11483 APP of Kentucky ED, PLLC 23-11484 APP of Tennessee ED, PLLC 23-11485 APP AZ ED Member 1, LLC 23-11486 American Physician Holdings, LLC 23-11487 APP MDPartners, PLLC 23-11488 APP of Tennessee HM, PLLC 23-11489 APP Management Co., LLC 23-11490 APP AZ ED Member 2, LLC 23-11491 APP MDPartners of GA, LLX 23-11492 APP of Mississippi ED LLC 23-11493 APP of West Virginia HM, PLLC 23-11494 APP AZ ED Member 3, LLC 23-11495 APP of Mississippi HM, LLC 23-11496 Align, M.D., PLLC 23-11497 APPROVIDERS, LLC 23-11498 APP of West Virginia ED, PLLC 23-11499 APP of Alabama ED, LLC 23-11500 APP AZ ED Member 4, LLC 23-11501 Caleb Creek Emergency Physicians, PLLC 23-11502 APP of Arkansas ED, PLLC 23-11503 APP AZ ED Member 5, LLC 23-11504 Coosa River Emergency Physicians, PLLC 23-11505 TruePartners Emergency Physicians LLC 23-11506 APP of Arkansas HM, PLLC 23-11507 Degara APP, PLLC 23-11508 APP AZ ED Member 6, LLC 23-11509 Degara APP HM, PLLC 23-11510 Degara, P.L.L.C. 23-11511 Emergency Specialists of Wellington, LLC 23-11512 Degara Garden City APP, PLLC 23-11513 TruePartners Comanche Emergency Specialists LCC 23-11514 APPTexasHM, PLLC 23-11515 TruePartners Lakewood Inpatient Specialists LCC 23-11516 TruePartners Westlake Emergency Specialists PLLC 23-11517 APP of Michigan ED, PLLC 23-11518 Degara Garden City, PLLC 23-11519 Elite Emergency Services of Kentucky, PLLC 23-11520 APP of Alabama HM, LLC 23-11521 APP of East Tennessee HM, PLLC 23-11522 Elite Emergency Management, PLLC 23-11523 APP of Kansas ED, PLLC 23-11524 APP of Indiana ED, PLLC 23-11525 TruePartners Ranch Emergency Specialists LCC 23-11526 Elite Emergency Hot Springs, PLLC 23-11527 NETEP, PLLC 23-11528 APPTexasED, PLLC 23-11530 Elite Emergency Russellville, PLLC 23-11531 TruePartners Manatee Emergency Specialists LCC 23-11532 Elite Emergency SVC of KY, PLLC 23-11533 Elite Emergency SVC of TN, PLLC 23-11534 APP of Central Florida ED, LLC 23-11535 Little River Emergency Physicians, PLLC 23-11536 APP of Southern Arizona ED, LLC 23-11537 APP of North Carolina ED, PLLC 23-11538 APP of Southern Arizona HM, LLC 23-11539 APP of North Carolina HM, PLLC 23-11540 American Physicians Partners PSO, LLC 23-11541 Northeast Tennessee Emergency Physicians, Inc. 23-11542 San Jacinto Emergency Physicians, PLLC 23-11543 West Houston Emergency Physicians, P.L.L.C. 23-11544 Woodlands Emergency Physicians, PLLC 23-11545 Acute Care Specialist, LLC 23-11546 APP of Indiana HM, PLLC 23-11547 Emergigroup Physician Associates, PLLC 23-11548 St. Andrews Bay Emergency Physicians, PLLC 23-11549 APP of Kansas HM, PLLC 23-11550 Town Square Emergency Associates, PLLC 23-11551 Kirby Emergency Physicians, P.L.L.C. 23-11552 Stoney Brook Emergency Physicians, PLLC 23-11553 APP of Kentucky HM, PLLC 23-11554 Progressive Medical Associates, LLC 23-11555 APP ICU, PLLC 23-11556 APP of Ohio HM, PLLC 23-11557 APP of East Tennessee ED, PLLC 23-11558 APP of Nevada ED, PLLC 23-11559 TEP Select Emergency Specialists PLLC 23-11560 APP of South Carolina ED, PLLC 23-11561 APP of Southern New Mexico ED, PLLC 23-11562 Longview Emergency Medicine Associates, P.L.L.C. 23-11563 APP Texas, PLLC 23-11564 Texoma Emergency Physicians, PLLC 23-11565 APP of South Carolina HM, PLLC 23-11566 APP of Southern New Mexico HM, PLLC 23-11567 TruePartners Northwest Emergency Associates, PLLC 23-11568 APP of Western Kentucky ED, PLLC 23-11569 Kalamazoo Emergency Associates, PLC 23-11570 Debtors' Bankruptcy Counsel: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: 302-652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com Debtors' Corporate & Regulatory Counsel: BASS, BERRY & SIMS PLC Debtors' Restructuring Advisor: HURON CONSULTING GROUP Debtors' Claims & Noticing Agent: EPIQ CORPORATE RESTRUCTURING LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $500 million to $1 billion The petitions were signed by John DiDonato as chief restructuring officer. A full-text copy of American Physician's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R3XWZVQ/American_Physician_Partners_LLC__debke-23-11469__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. R1 Medical Consultants Inc. Trade Claim $23,849,404 PO Box 735160 Dallas, TX 75373‐5160 Jackie Willett Tel: 682.365.2834 Email: jwillett@r1rcm.com 2. Jefferies Trade Claim $2,300,000 520 Madison Ave. 6th Floor New York, NY 10022 Jeffrey Finger Tel: 212‐708‐2733 Email: jfinger@jefferies.com 3. Sapientes Funding II Purchase $1,900,000 830 East Platte Ave Agreement Fort Morgan, CO 80701 Tyler Marsh Tel: 970.370.6507 Email: Tyler.Marsh@wakeassoc.com 4. Staff Care, Inc. Trade Claim $1,627,858 PO Box 281923 Atlanta, GA 30384‐1923 Don Robb Tel: 469.417.7502 Email: don.robb@amnhealthcare.com 5. CompHealth / Weatherby Trade Claim $1,358,921 Locums, Inc. PO BOX 972651 Dallas, TX 75397‐2651 Angela Brown Tel: 800.328.3021 Email: angela.brown@chghealthcare.com 6. Willis Towers Watson Trade Claim $1,355,216 29982 Network Place Chicago, IL 60673‐1299 James O'Dell Tel: 615‐872‐3000 Email: james.odell@wtwco.com 7. Scribe America Trade Claim $1,001,477 PO Box 417756 Boston, MA 02241‐7756 Michael Welch Tel: 786.279.1060 Email: Michael.welch@scribeam 8. LocumTenens.com Trade Claim $613,230 PO Box 405547 Atlanta, GA 30384 Kimberly Lackey Tel: 678.327.0487 Email: kimberly.lackey@locumtenens.com 9. Health Carousel LLC Trade Claim $574,086 PO Box 715806 Cincinnati, OH 45271‐5806 Shawna Leftwich Tel: 817.852.6696 Email: shawna.leftwich@healthcarousel.com 10. Signify Health Trade Claim $472,000 4055 Valley View Lane Suite 700 Dallas, TX 75244 Gregory McLemon Tel: 855‐984‐5121 Email: gmclemon@signifyhealth.com 11. Brentwood Capital Trade Claim $400,000 5000 Meridian Blvd. Suite 350 Franklin, TN 37067 L.A. Galyon IV Tel: 615‐224‐3830 Email: LaGalyon@brentwoodcapital.com 12. Dennis Deruell Severance $343,200 Address on File Dennis Deruell Tel: 813.966.1077 Email: deruelle.md@gmail.com 13. AB Staffing Solutions Trade Claim $323,499 3451 S Mercy Road Suite 102 Gilbert, AZ 85297 Jen Loge, Payroll Specialist Tel: 480.237.4673 Email: jloge@abstaffing.com 14. Interim Physicians Trade Claim $311,563 PO BOX 679139 Dallas, TX 75267 Tim Sarlone Tel: 314.744.3077 Email: tim.sarlone@interimphysicians.com 15. QGenda,LLC Trade Claim $254,695 3280 Peachtree Road NE Suite 1400 Atlanta, GA 30305 Steve Rzasnicki Tel: 770.399.9945 x9175 Email: steve.rzasnicki@qgenda.com 16. ProScribe Trade Claim $251,688 16414 San Pedro Ave Suite 525 San Antonio, TX 78232 Samantha Chacon, Accounts Receivable Tel: 210.240.0558 Email: ar@proscribemd.com 17. Franciscan Physicians Network Trade Claim $238,764 38005 Eagle Way Chicago, IL 60678‐1800 Joe Stuteville, Media Relations Manager Tel: 317.528.7986 Email: Joe.Stuteville@FranciscanAlliance.org 18. SHI International Corp Trade Claim $236,795 PO Box 952121 Dallas, TX 75395‐2121 Ryan Wahl Tel: 737.208.7304 Email: ryan_wahl@shi.com 19. WMU School of Medicine Trade Claim $223,772 PO Box 50391 Kalamazoo, MI 49005‐0391 Amy Smithchols Tel: 269.337.4400 Email: Amy.Smithchols@wmed.edu 20. Atlas Physicians, LLC Trade Claim $197,081 122 Jackson Street Suite 1A Hoboken, NJ 07030‐6084 Anthony Ruvo Tel: 315.975.7591 Email: a.ruvo@atlasemergencyphysicians.com 21. Elevate Healthcare Trade Claim $170,527 Consultants 3811 Turtle Creek Blvd Suite 850 Dallas, TX 75219 Evan Hale Tel: 972.954.6911 Email: evan.hale@elevatehcc.com 22. BDO Consulting Group, LLC Trade Claim $149,927 1180 Peachtree Street Suite 1950 Atlanta, GA 30309 Baker Smith Tel: 404‐979‐7145 Email: bsmith@bdo‐ba.com 23. Lexx Healthcare, LLC Trade Claim $138,519 210 N University Drive Suite 502 Coral Springs, FL 33071 Antonny Agudelo, Director of Accounting Tel: 888.440.8111 Email: antonny.agudelo@lexxhealth.com 24. UKG Inc. Trade Claim $127,420 PO Box 930953 Atlanta, GA 31193‐0953 Susan Brown, Lead Services Project Manager Tel: 480.262.0450 Email: susan.e.brown@ukg.com 25. Holland & Knight LLP Trade Claim $122,663 511 Union Street Suite 2700 Nashville, TN 37219 Vinh Duong, Partner Tel: 615.850.8936 Email: vinh.duong@hklaw.com 26. Waller Lansden Dortch & Trade Claim $107,471 Davis, LLP PO Box 415000 Nashville, TN 37241 Vinh Duong Tel: 615‐244‐6380 Email: Vinh.Duong@wallerlaw.com 27. Marlab Incorporated Trade Claim $97,831 23434 North 78th Street Scottsdale, AZ 85255 Balram Bhandari Tel: 480.251.5973 Email: balram@gomarlab.com 28. Sumo Medical Staffing Trade Claim $96,245 71 E Wadsworth Park Dr Draper, UT 84020 Jeff Parker Tel: 801.251.0502 Email: jeff.parker@sumostaffing.com 29. Medici Group PLLC Trade Claim $81,313 11 Overlook Ridge Drive Suite 426 Revere, MA 02151 Carlos Echevarria Tel: 305‐676‐5760 Email: carlechmd@outlook.com 30. Mingle Healthcare Solutions Trade Claim $77,616 8911 S Sandy Parkway Suite 200 Sandy, UT 84070 Alyssa Royer, Collections Specialist Tel: 207.805.2290 Email: Alyssa.Royer@MingleHealth.com AMERICAN TRANSPORT: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- American Transport, LLC asks the U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, for authority to use cash collateral on an interim basis in accordance with the budget. During the COVID-19 pandemic, the Debtor employed over six drivers and operated eight or nine trucks. In 2022, they downsized operations and entered short-term merchant cash advance (MCA) arrangements. However, daily payments amounted to over $1,000, stifling daily payments and threatening closure. In July 2023, they signed a new agreement with Ohio Transport, but secured creditors repossessed four operable vehicles, stifling operations. The Debtor sought Chapter 11 relief to alleviate payment obligations and put a hold on operations until the vehicles were recovered. Finite 220 Trust, Global Merchant Cash, Lendr. Online LLC, and CT Corporation System as Representative may claim interest in the cash collateral of the Debtor. The Debtor proposes that the terms of the Order continue for 90 days from the Petition Date, or until such time as a Plan of Reorganization is confirmed, whichever comes first. As adequate protection for use of cash collateral, the Debtor proposes to utilize a Debtor-in-Possession bank account for all cash used, and to account for all cash used through the filing of monthly reports herein. Further, during the interim period, the Debtor would grant a replacement lien granting the same priority as existed prepetition on all assets of the same like and kind, including post-petition receivables. A copy of the motion is available at https://urlcurt.com/u?l=QAuKDm from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=4J3gxH from PacerMonitor.com. The Debtor projects $80,000 in monthly income and $71,500 in monthly expenses. About American Transport, LLC American Transport, LLC is a small trucking company based in Clark County, Kentucky. The Debtor currently hauls in connection with Toyota manufacturing operations in Georgetown, Kentucky. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-51045 ) on September 8, 2023. In the petition signed by Joshua Bailey, member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Noah Friend, Esq., at Noah R Friend Law Firm, represents the Debtor as legal counsel. AMYRIS INC: Hires PwC US Business Advisory as Financial Advisor --------------------------------------------------------------- Amyris Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ PwC US Business Advisory LLP as financial advisor. The firm's services include: a. Financial Advisory Services: PwC US Business Advisory's service may include the following services, as directed by Amyris: a. Cash & Liquidity Management: As directed by Amyris, advise and assist Amyris in its preparation of its short-term cash flow forecasts and related liquidity management analyses as follows: -- Prepare updates to Amyris' short-term cash flow forecast, including any supplementary schedules (e.g., daily, weekly, monthly or annual cash flows); -- Prepare periodic updates to Amyris' working capital roll-forwards for accounts receivable and accounts payable; -- Prepare weekly variance analyses and updates to Amyris' liquidity outlook and provide observations regarding potential related risks and opportunities for Amyris' consideration; b. Strategic Alternatives Analysis: As directed by Amyris, advise and assist Amyris with its identification, analysis and evaluation of potential strategic alternatives and potential turnaround strategies as follows: -- Identify Amyris' legal entity structure and analyze potential exposures with respect to liabilities by entity; -- Prepare an analysis of Amyris' potential existing financial exposure, focusing on debt maturities, covenants, interest rates, and other key provisions within the credit agreements and analyze potential implications on Amyris' capital structure; -- Analyze various options for potential refinancing of existing debt, and opportunities for additional sources of capital as identified by Amyris or its other advisors; -- Analyze potential enterprise value of the business under various scenarios in comparison to the face amount of outstanding liabilities identified by Amyris (and recorded in Amyris' financial reporting system) for Amyris' evaluation and consideration; -- Advise and assist Amyris with identifying potential opportunities for strategic asset divestitures and assist Amyris with its quantification of an estimated range of potential impacts of such divestitures on its capital structure; -- Identify potential restructuring options that may be available to Amyris in connection with its development of its restructuring plan and, if requested, prepare an analyses of potential risks and opportunities for Amyris' review and consideration; -- Advise and assist Amyris in developing an incentive and/or retention plan for key employees; -- Support Amyris in its coordination of PwC US Business Advisory and its other advisors, including external counsel, investment bankers, etc., in connection with Amyris' objective of avoiding duplication of efforts; -- Assist Amyris in its preparation of its internal presentations, analyses and discussion materials related to various strategic alternatives identified by Amyris. c. Bankruptcy Advisory: Advise and assist Amyris on its internal planning and preparation for a potential Chapter 11 bankruptcy filing, including if requested by Amyris, advice and assistance in connection with the following services, which, in some instances, involve input from or work product by Amyris' other professionals (e.g., external counsel, investment bankers, etc.): -- Preparation of certain of Amyris' bankruptcy court motions; -- Advising on potential best practices Amyris may consider adopting as it establishes its cut off procedures as of the filing date to for Amyris to appropriately identify, classify and report its pre and post-petition liabilities; -- Certain accounting related matters applicable to Amyris' contemplated bankruptcy process as well as the statutory filings typically required by the bankruptcy court and such other documents that are customarily issued by an estate's chief financial officer and management in connection with a chapter 11 bankruptcy filing; -- Amyris' preparation of certain financial disclosures and other related reporting requirements of the bankruptcy court, including, for example: Amyris' First Day Motions, Creditor Matrix, Schedule of Assets and Liabilities; Statement of Financial Affairs, Monthly Operating Reports, and Schedule 2015.3 (non-Debtor entities); -- Consult with management on its negotiation with various key stakeholders (and their respective advisors) throughout the bankruptcy process; Amyris' preparation of financial analyses of any proposed asset sales or other proposed transactions for which Amyris may seek the bankruptcy court's approval; -- Amyris' preparation of its analysis of creditor claims by type, entity or any individual claims, including assistance with the development of databases, as directed by Amyris, to track such claims and help Amyris to reconcile those claims to its existing books and records. To the extent Amyris' advisors include a claims agent, Amyris will coordinate all professionals working on claim analyses so as to avoid duplication of efforts; -- Amyris' identification of executory contracts and unexpired leases and Amyris' preparation of its internal cost/benefit evaluations with respect to the assumption or rejection of each; -- Amyris' development and preparation of certain aspects of its plan of reorganization or such alternative restructuring options as identified by Amyris and its advisors; -- Amyris' project management of its "working group" professionals assisting Amyris in its bankruptcy process; -- Testify as a "fact witness" in Amyris' bankruptcy court proceedings, based on PwC US Business Advisory's direct knowledge of the estate arising from or relating to the Services performed; d. Project Management Services: Amyris has also requested project management advisory services related to Amyris' management of various workstreams related to the bankruptcy process. Amyris will designate a member of its management team to be the leader of the projects and associated workstreams. Amyris's project leader will oversee, review, and take responsibility for all activities performed by PwC US Business Advisory in connection with such services. PwC US Business Advisory will perform the following project management advisory services: Provide advice and assistance to support Amyris in the development of Amyris' project plans including, as requested, advice on the timing of milestones and interdependencies, communication frameworks (e.g., the development of status reporting templates), governance structures (e.g., the responsibilities of various project teams/participants), resource requirements, and issues resolution processes; Based on Amyris-provided information, assist in preparing and collating status reports for Amyris' project leader and making project updates to Amyris' project plan and other project management tools; Provide observations on project status, potential completion risks and interdependencies; and to the extent changes to milestones are necessary, PwC US Business Advisory will provide advice and assistance to support Amyris' project leader in the development of a structured change management process. The firm will be paid at these rates: Partner/Principal $1,195 per hour Director $915 per hour Senior Manager $815 per hour Manager $715 per hour Senior Associate $585 per hour Associate $248 to $500 per hour The Debtors paid the firm retainers totaling $3,331,000 of which $1,915 remains available to be applied against approved post-petition fees and expenses. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven J. Fleming, a partner at PwC US Business Advisory LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Steven J. Fleming PWC US BUSINESS ADVISORY LLP 300 Madison Avenue New York, NY 10017 Tel: (646) 471 3000 About Amyris Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the worldps top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLp serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtorps corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtorsp investment banker. Stretto, Inc. is the Debtors' claims, noticing, solicitation agent and administrative adviser. ART OF MEDICINE: Unsecureds to Split $36K over 36 Months -------------------------------------------------------- Art of Medicine, P.A., submitted an Amended Plan of Reorganization dated September 12, 2023. The Plan provides for an orderly and prompt distributions to holders of Allowed Claims and the satisfaction of all asserted claims. Any alternative other than confirmation of the Plan would result in extensive delays and increased administrative expenses resulting in smaller Distributions to holders of Allowed Claims proposed under the Plan. Class 2 consists of Secured Claim of Balboa Capital Corp. The Debtor has Scheduled Balboa Capital Corp as holding a $255,093 secured debt subject to that certain Equipment Finance Agreement dated December 30, 2021 and recorded UCC1 (UCC No. 202109655003) representing a PMSI lien on that certain piece of medical equipment known as the BTL Emsculpt NEO System with serial number 89900B001968 having a value of $93,245. The Debtor proposes to surrender the EmSculpt in full satisfaction of Balboa's $93,245 secured claim/debt. Class 3 consists of the Secured Claim of LeasePoint Funding Group, LLC. LeasePoint Funding Group, LLC has filed secured claim 2 in the amount of $211,559.00 representing a secured debt subject to that certain Equipment Finance Agreement dated April 10, 2022 and recorded UCC1 (UCC No. 202201320882) representing a PMSI lien on that certain piece of medical equipment known as the BTL Emsella System with serial number 09900B005141/29930B002799 having a value of $20,000.00 ("Claim No. 2"). The Debtor proposes to surrender the EmSella in full satisfaction of LeasePoint's $20,000.00 secured claim/debt. Class 4 consists of the Secured Claim of LEAF Commercial Capital, Inc. LEAF Commercial Capital, Inc. has filed secured claim 3 in the amount of $137,066.21 representing a secured debt subject to that certain Equipment Finance Agreement dated December 22, 2021 and recorded UCC1 (UCC No. 202109655269) representing a PMSI lien on that certain piece of medical equipment known as the BTL Cellutone System with serial number 04400B011191 having a value of $17,000.00 (Claim No. 3). The Debtor proposes to surrender the CelluTone in full satisfaction of Leaf's $17,000.00 secured claim/debt. Class 5 consists of General Unsecured Claims. The Debtor will pay a total of $36,000 to Allowed General Unsecured Creditors, distributed pro rata on a quarterly basis, either directly to the Allowed General Unsecured Creditors if confirmed under 1191(a) or through the Subchapter V Trustee if confirmed under 1191(b), over the next 36 months (12 quarters). General Unsecured Creditors will receive a total quarterly Distribution of $3,000 over 12 quarterly payments if the Plan is Consensually confirmed and there is no need for the Subchapter V Trustee or continuing bankruptcy expenses post-confirmation. Should the Subchapter V Trustee and continuing bankruptcy expenses remain because the Plan has to be confirmed as Non-consensual, or if payments under the confirmed Plan are to be administered by the Subchapter V Trustee, the Debtor estimates General Unsecured Creditors will likely receive a total quarterly Distribution of $150.00 over 12 quarterly payments due to continuing Subchapter V Trustee expenses (estimated at $600.00 per month) and continuing bankruptcy administration expenses (estimated at $350.00 per month) post-confirmation. Class 5 is impaired. Given the refined debt service as provided in this Plan, the Debtor will continue its operations which will cover the required new debt service payments. A full-text copy of the Amended Plan dated September 12, 2023 is available at https://urlcurt.com/u?l=xl50OS from PacerMonitor.com at no charge. Attorney for the Debtor: LANSING ROY, P.A. Kevin B. Paysinger, Esq. William B. McDaniel, Esq. 1710 Shadowood Lane, Suite 210 Jacksonville, FL 32207 (904) 391-0030 About Art of Medicine, P.A. Art of Medicine, P.A. is a Jacksonville, Florida based primary care/internal medicine health care provider currently serving 2,500 patients under the care of the Debtor's founder and owner, Dr. Eduardo Balbona. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 3:23-bk-01270) on June 1, 2023. In the petition signed by Eduardo Jose Balbona, director, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. William B. McDaniel, Esq., at Lansing Roy PA, is the Debtor's legal counsel. AVENTIV TECHNOLOGIES: S&P Places 'CCC+' ICR on Watch Negative ------------------------------------------------------------- S&P Global Ratings placed its ratings on Aventiv Technologies LLC, including the 'CCC+' issuer credit rating, on CreditWatch with negative implications. S&P expects to resolve the CreditWatch by lowering ratings if the company is unable to complete the transaction and improve its liquidity position by the end of October. Aventiv has not be able to close its previously proposed refinancing transaction, which included a $400 million equity infusion from the financial sponsor, Platinum Equity, in addition to the issuance of a $700 million term loan and $400 million of secured notes. The company has faced challenges closing its proposed refinancing transaction. S&P initially expected Aventiv to close the transaction by the end of June 2023. While it is still possible the company will come to an agreement, it believes the probability of a default or distressed exchange has increased. Aventiv and financial sponsor Platinum Equity continue to evaluate options to complete the refinancing of the company's capital structure. S&P said, "If the transaction does not close by the end of October, we would lower the rating by at least one-notch. This would reflect a tightening liquidity position and elevated default risk over the next year. As of June 30, 2023, the company had drawn $220 million on its $225 million revolving credit facility and had less than $7 million of unrestricted cash on hand. If Aventiv is unable to complete a refinancing transaction and lower its interest expense, we expect the company would burn through cash flow at a rate of roughly $25 million-$30 million annually. To avoid a liquidity shortfall in this scenario, the company would likely need to receive a capital infusion or materially reduce capital expenditure (capex), which could hurt its competitive positioning, limit its ability to serve customers and generate revenue growth. "The CreditWatch placement with negative implications means we could lower our ratings on Aventiv if the company is unable to close its transaction by the end of October. We could also resolve the CreditWatch if the company completes a refinancing transaction." BANNEKER SUPPLY: Hires McLaughlinQuinn LLC as Legal Counsel ----------------------------------------------------------- Banneker Supply Chain Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Rhode Island to employ McLaughlinQuinn LLC as its legal counsel. The firm will provide these services: a. give the Debtor advice with respect to its powers and duties in the continued operation of its business, management of its property and reorganization; b. advise the Debtor with respect to any plan Chapter 11 proposed by the Debtor and any other matters relevant to the formulation and negotiation of a plan in its Chapter 11 case; c. represent the Debtor at hearings; d. prepare legal papers; e. review and analyze the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; f. advise the Debtor regarding its ability to initiate actions to collect and recover property; g. advise and assist the Debtor in connection with any potential property dispositions: h. advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructurings and characterizations; i. review and analyze various claims of the Debtor's creditors and the treatment of such claims and prepare, file or prosecute any objections thereto; j. commence and conduct litigation to assert rights held by the Debtor, protect assets of its Chapter 11 estates or otherwise further the goal of completing its successful reorganization other than with respect to matters to which it retains special counsel; and k. generally perform all other legal services required of the Debtor, which may be necessary in the furtherance of its Chapter 11 proceedings. The firm will be paid at these rates: Thomas P. Quinn, Esq, Partner $450 per hour Christine L. Baglioni, Esq. $350 per hour Paralegal $150 per hour The Debtor paid the firm $43,015 as a retainer for post-petition legal services. Thomas P. Quinn, Esq., a partner at McLaughlinQuinn LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Thomas P. Quinn, Esq. MCLAUGHLINQUINN LLC 148 West River Street, Suite 1E Providence, RI 02904 Tel: (401) 421-5115 Fax: (401) 421-5141 Email: tquinn@mclaughlinquinn.com About Banneker Supply Chain Solutions, Inc. Banneker Supply Chain Solutions, Inc. is a provider of end-to-end supply chain management and integrated third-party logistics solutions to a wide range of Fortune 100 companies in multiple industries including e-commerce, retail, food and beverage, industrial manufacturing, aerospace and defense, and government, among others. The company is based in Woonsocket, R.I. The Debtor filed Chapter 11 Petition (Bankr. D. Rhode Island Case No. 23-10570) on Aug. 31, 2023, with $1,458,047 in assets and $5,297,980 in liabilities. Alimamy D. Jabbie, Jr., president and chief executive officer, signed the petition. Judge Diane Finkle oversees the case. Thomas P. Quinn, Esq., at McLaughlinQuinn, LLC represents the Debtor as legal counsel. BETTER TRANSPORT: Unsecureds Will Get 31% of Claims over 3 Years ---------------------------------------------------------------- Better Transport Services, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a Plan of Reorganization dated September 12, 2023. The Debtor was formed in 2019. The Debtor provides non-emergency transportation that takes individuals to and from medical appointments. The Debtor is a limited liability company owned 50% by Hana Almomani and 50% by Hazem Batainen. Hazem Batainen is the managing member and is responsible for all management and operations of Debtor. After confirmation of this Plan, Hana Almomani and Hazem Batainen will remain the managing members of Better Transport Services, LLC. The Debtor filed this case on June 15, 2023, to seek protection from aggressive collection efforts by creditors that, if continued, would be to the detriment of other creditors. Debtor proposes to pay allowed unsecured claims based on the projections and cash available. Debtor anticipates having enough revenue to fund the plan and pay the creditors pursuant to the Plan. It is anticipated that after confirmation, the Debtor will continue in business. Based upon the projections, the Debtor believes it can service the debt to the creditors pursuant to the Plan. Debtor's Plan of Reorganization provides for the continued operations of the Debtor in order to make payments to its creditors as set forth in this Plan. Debtor seeks to confirm a consensual plan or reorganization so that all payments to creditors required under the Plan will be made directly by the Debtor to its creditors. If the Debtor has to seek confirmation of this Plan pursuant to Section 1191(b) of the Bankruptcy Code, Debtor will still seek to be the Disbursing Agent for payments under the Plan. The Debtor will continue operating its business. The Debtor's Plan will break the existing claims into four classes of claims. These claimants will receive cash repayments over a period of time beginning on the Effective Date. Class 3 General Unsecured Claims. These claims are impaired. All allowed unsecured creditors shall receive a pro rata distribution at zero percent per annum over the next three years beginning on the 15th day of the first full calendar month following 30 days after the effective date of the plan and continuing every year thereafter for the life of the Plan. Debtor will distribute up to $76,878.40 to the general allowed unsecured creditor pool over the 3-year term of the plan. The General Unsecured Claims will receive 31% of their allowed claims under this plan. The allowed unsecured claims total $247,994.82. Class 4 Equity Interest Holders (Current Owners) are not impaired under the Plan. The current owners will receive no payments under the Plan; however, they will be allowed to retain their ownership in the Debtor. Debtor anticipates the continued operations of the business to fund the Plan. A full-text copy of the Plan of Reorganization dated September 12, 2023 is available at https://urlcurt.com/u?l=KunfTW from PacerMonitor.com at no charge. Counsel for the Debtor: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com joshua.gordon@lanelaw.com About Better Transport Services Better Transport Services, LLC provides non-emergency transportation that takes individuals to and from medical appointments. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 23-32218) on June 15, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Hana Almomani, president, 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. BIOSTEEL SPORTS: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Debtor: BioSteel Sports Nutrition Inc. 87 Wingold Avenue, Unit 1 Toronto, Ontario M6B 1P8 Canada Business Description: BioSteel manufactures sports hydration products. Chapter 15 Petition Date: September 17, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-90777 Judge: Hon. David R. Jones Foreign Proceeding: In the Matter of a Plan of Compromise or Arrangement of BioSteel Sports Nutrition Inc. Foreign Representative: BioSteel Sports Nutrition Inc. 87 Wingold Avenue, Unit 1 Toronto, Ontario M6B 1P8 Canada Signed by Sarah S. Eskandari as authorized representative Foreign Representative's Counsel: Marty L. Brimmage, Jr., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 2300 N. Field Street, Suite 1800 Dallas, TX 75201 Tel: (214) 969-2800 Email: mbrimmage@akingump.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PIY37AQ/BioSteel_Sports_Nutrition_Inc__txsbke-23-90777__0001.0.pdf?mcid=tGE4TAMA BIOTRICITY INC: Posts $3.6 Million Net Loss in First Quarter ------------------------------------------------------------ Biotricity Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.60 million on $3.02 million of revenue for the three months ended June 30, 2023, compared to a net loss attributable to common stockholders of $5.02 million on $2.06 million of revenue for the three months ended June 30, 2022. As at June 30, 2023, the Company had $6.14 million in total assets, $29.55 million in total liabilities, and a total stockholders' deficiency of $23.41 million. On June 30, 2023, the Company had cash deposits in the aggregate of approximately $51,000. In addition, the Company had undeposited funds of $469,000, which represented customer payments that were processed by payment processors but were in transit to the Company, and were deposited in its bank account shortly after June 30, 2023. Biotricity said, "Management has noted the existence of substantial doubt about our ability to continue as a going concern. Additionally, our independent registered public accounting firm included an explanatory paragraph in the report on our financial statements as of and for the years ended March 31, 2023 and 2022, respectively, noting the existence of substantial doubt about our ability to continue as a going concern. Our existing cash deposits may not be sufficient to fund our operating expenses through at least twelve months from the date of this filing. To continue to fund operations, we will need to secure additional funding through public or private equity or debt financings, through collaborations or partnerships with other companies or other sources. We may not be able to raise additional capital on terms acceptable to us, or at all. Any failure to raise capital when needed could compromise our ability to execute our business plan. If we are unable to raise additional funds, or if our anticipated operating results are not achieved, we believe planned expenditure may need to be reduced in order to extend the time period that existing resources can fund our operations. If we are unable to obtain the necessary capital, it may have a material adverse effect on our operations and the development of our technology, or we may have to cease operations altogether." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1630113/000149315223028510/form10-q.htm About Biotricity Headquartered in Redwood City, CA, Biotricity Inc. is a medical technology company focused on biometric data monitoring and diagnostic solutions. The Company's aim is to deliver remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. Richmond Hill, Ontario, Canada-based SRCO Professional Corporation, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. BMC SOFTWARE: S&P Alters Outlook to Pos., Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Banff Parent Inc. and revised the outlook to positive from stable. The positive outlook reflects S&P's view that it could upgrade over the next 12 months based on continued steady improvement in credit metrics. S&P said, "The outlook revision reflects our forecast for BMC's leverage to improve. We expect the company's leverage will be 8x and free operating cash flow (FOCF) to debt will be 3% in fiscal 2024 (ending in March); then leverage of 7.2x and FOCF to debt of 4% in 2025. Our forecast is based on conservative assumptions for 2%-3% revenue growth compared to constant currency growth in the 5%-8% range over the last three fiscal years (2021 is pro forma for the Compuware acquisition), which exceeded our expectations, and flat EBITDA margin amid a macroeconomic environment that is turning out to be better than expected. We also incorporate the assumption of $400 million of organic gross debt reduction through 2025; we think high rates and the company's reported IPO plans (in February 2023 Reuters reported that BMC confidentially filed for IPO) provide good incentives for debt paydown. Finally, prospects for an IPO and its $1.6 billion judgement against IBM that is currently under appeal, provide the potential for positive credit events if proceeds are used for debt repayment. "Despite recent uptick in leverage, we expect steady deleveraging will resume. We note that in the first fiscal quarter, leverage ticked up to 8.8x from 8.2x the prior quarter due to a year-over-year revenue decline and high incentive compensation related to strong performance last year. Nevertheless, the first quarter last year was particularly strong, and we expect a return to normal seasonality to result in strong year-over-year growth in the second and third quarters and leverage to return to the 8x area. This dynamic demonstrates the quarter-to-quarter volatility of term license sales, which we estimate comprise nearly half its recurring revenue. To be considered for an upgrade, the company will have to overcome what we expect will be a $130 million increase in cash interest expense in fiscal 2024. It will also have to address its upcoming maturities as roughly 85% of its outstanding debt comes due in October 2025." The positive outlook reflects S&P's view that credit metrics could justify an upgrade over the next 12 months given the company's consistent operating performance. BMC has delivered mid- to high-single-digit constant currency revenue growth over the last three years with stable EBITDA margin and multiple hundreds of millions of dollars in free cash flow, exceeding its expectations. S&P could raise its rating if: -- BMC delivers results in line with S&P's forecast in fiscal 2024 and it is on track to deliver leverage of less than 8x and FOCF to debt in the mid-single-digit percent area in fiscal 2025 through organic operating performance, or -- The company achieves these metrics through the application of IPO proceeds or proceeds from the judgment it won against IBM to debt repayment, and -- S&P believes BMC's financial-sponsor owners can achieve their shareholder return and acquisition objectives while maintaining these credit metrics. S&P could revise its outlook to stable if: -- S&P no longer believe BMC can sustain leverage below 8x and FOCF to debt in the mid-single-digit percent area due to a weak IT budgeting cycle in 2024, increasing product investments, or higher interest expense; -- Its liquidity becomes constrained, either because of limited headroom under its financial covenants or it uses liquidity to fund acquisitions; -- Its revenue persistently declines because its customers shift their mainframe workloads to alternative platforms or its competition intensifies; or -- Signs emerge that suggest the company will have difficulty refinancing its maturities beginning in October 2025. BOOST NEWCO: S&P Assigns 'BB' Rating on Senior Secured Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Worldpay subsidiary Boost Newco Borrower LLC's proposed $2 billion senior secured notes due in 2031 and GBP700 million senior secured notes due in 2031. The proposed notes are part of a proposed $8.4 billion debt financing package used to partially fund the pending acquisition of 55% of Worldpay by GTCR. The '3' recovery ratings reflect our expectation for meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. The 'BB' issue-level and '3' recovery ratings on the company's proposed $5 billion term loan (recently upsized from $3.4 billion) and EUR500 million term loan (downsized from approximately EUR940 million) are unchanged. ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors The company's pro forma capital structure will consist of the following: -- $1 billion five-year revolving credit facility (not rated; expected to be undrawn at close of transaction) -- $5 billion seven-year senior secured term loan B -- EUR500 million seven-year senior secured term loan B -- $2 billion senior secured notes due in 2031, and -- GBP700 million senior secured notes due in 2031. The '3' recovery ratings indicate S&P's expectation for meaningful recovery (50%-70%; rounded estimate: 65%) in the event of a default. Other factors include: -- Boost Newco Borrower LLC will be the borrower of the term loan debt. -- S&P's simulated default scenario on Worldpay contemplates a default in 2028 stemming from the combination of a disruption in the payments market that leads to higher customer attrition, a cyber security breach or other issue that threatens the company's reliability, and a weak economic environment that leads to a significant decline in the volume of electronic transactions. -- S&P values the company on a going-concern basis using a 6.5x multiple of our projected emergence EBITDA. Simulated default assumptions -- Simulated year of default: 2028 -- Revolver draw at default: 85% -- EBITDA at emergence: $990 million -- EBITDA multiple: 6.5x -- Gross enterprise value: $6.5 billion Simplified waterfall -- Net emergence value (after 5% admin expenses): $6.2 billion -- Obligor/nonobligor valuation split: 70%/30% -- Priority claims: None -- Estimated first-lien debt claim: $9.3 billion -- Value available to first-lien debt: $6.2 billion --Recovery range: 50%-70% (rounded estimate 65%) BOY SCOUTS: Settlement Trust Begins Settlement Payouts ------------------------------------------------------ The Scouting Settlement Trust, the fund established to compensate Survivors of sexual abuse while in the Boy Scouts of America ("BSA"), on Sept. 19 disclosed that it has begun distributing its first payments, the start of a multi-year process to provide an estimated $2.5 billion in compensation to more than 82,000 claimants. Approximately 60 payments totaling more than $150,000 were the first issued by the Trust since it was authorized to begin work in April. Since that time, the Trust has established a comprehensive claims processing platform at www.scoutingsettlementtrust.com to receive, evaluate and resolve claims. "We know that this day has been a long time coming for these Survivors, " said Hon. Barbara J. Houser, the Trustee overseeing administration and distribution of the compensation fund. "Over the past five months, the Trust has worked diligently and expeditiously to develop a system for gathering, assessing and paying claims to provide a measure of justice to survivors. We are proud to be able to send the first payments today and will continue until every valid claim receives payment and the Trust's assets are exhausted." Initial payments are being made to Survivors who selected the Expedited Distribution (or "quick pay") liquidated payout when they submitted their ballots on the BSA's Chapter 11 plan of reorganization, which was confirmed on March 27, 2023. The "quick pay" process gives Claimants a fixed amount of compensation ($3,500). Approximately 7,000 survivors selected the quick pay option. Other claims will be evaluated and valued against a matrix negotiated by the parties and approved by the Bankruptcy Court or determined through an Independent Review Option also approved by the Bankruptcy Court. The Trust currently is gathering information from the remaining 75,000 Survivors in accordance with the trust distribution process outlined in BSA's plan of reorganization. As part of the process, claimants or their counsel fill out a detailed claims questionnaire and provide additional information or documents to support their claim. Although speed is a priority, Houser said the Trust has a duty to treat all abuse claims consistently, with a guarantee of fairness and confidentiality. When the reorganization plan was approved, the Trust's compensation fund was valued at approximately $2.5 billion. Other causes of action against third parties, such as lawsuits against insurers, may increase the size of the fund. Claimants will continue to receive payments until the fund is exhausted. The Trust was established as part of the BSA's Chapter 11 bankruptcy plan of reorganization, but the Trust's work was delayed by multiple appeals of confirmation of that plan. Following approval of the plan by the Bankruptcy Court and the District Court on appeal, the Trust was authorized to begin its work -- which involves maximizing the value of the assets contributed to the Trust by BSA and others, evaluating claims, and delivering compensation to Survivors with valid claims. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets and at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC, as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP, while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. BRIDGE COMMUNICATIONS: Court OKs Cash Access Thru April 2024 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, authorized Bridge Communications, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance, through April 30, 2024. The Debtor requires the use of cash collateral to fund its operations. Truist Bank and Wilmington Savings Fund Society, FSB assert an interest in the Debtor's cash collateral. As adequate protection for the use or diminution of the Lenders' interests in the cash collateral, pursuant to 11 U.S.C. Section 361, the Lenders will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its respective prepetition lien, including on all of the Debtor's post-petition assets and the proceeds thereof, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. Each Replacement Lien granted will secure all obligations owing from the Debtor to Truist Bank and Wilmington Savings Fund, as the case may be. The Replacement Liens do not alter the priority of the Truist Bank and Wilmington Savings Fund's prepetition indebtedness as of the Petition Date. Truist Bank maintains its first priority senior lien over the accounts, inventory, and equipment of the Debtor, via the Replacement Lien, and Wilmington Savings Fund maintains its second priority senior lien over the accounts, inventory, and equipment of the Debtor, via the Replacement Lien. Wilmington Savings Fund and the Debtor stipulate and acknowledge that the Pre-Petition Indebtedness is valid, existing and legally enforceable and is evidenced by documents executed and delivered by the Debtor to the Wilmington Savings Fund including, without limitation, a Note dated April 17, 2020, evidencing a loan in the original principal amount of $306,900; a Note dated April 17, 2020, evidencing a loan in the original principal amount of $350,000; and Security Agreement dated April 17, 2020. Wilmington Savings Fund asserts -- and the Debtor stipulates and acknowledges -- that the Lender holds valid, enforceable, and allowable claims against the Debtor. The Debtor was indebted to Wilmington Savings Fund under the Loan Documents in the amount of at least $529,413, together with any other obligations of the Debtor to Wilmington Savings Fund to the extent provided under the Loan Documents. These events constitute an "Event of Default": (a) Conversion of the case to a case under Chapter 7 of the Bankruptcy Code; (b) The appointment of a Trustee in the bankruptcy case; or (c) The dismissal of the bankruptcy case. A copy of the order is available at https://urlcurt.com/u?l=6HbpKj from PacerMonitor.com. About Bridge Communications LLC Bridge Communications is a video production and communications company. Bridge Communications LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 23-10467) on March 23, 2023. The petition was signed by Edward Tropeano as owner. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Brian F. Kenney oversees the case. Ashvin Pandurangi, Esq., at Vivona Pandurangi, PLC represents the Debtor as counsel. BRITH SHOLOM: Hires Arbel Capital, Designate Mr. Diamond as CRO --------------------------------------------------------------- Brith Sholom Winit, LP seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Ephraim Diamond of Arbel Capital Advisors LLC as chief restructuring officer. The firm will provide these services: (a) assist the Debtor and its counsel in preparing and filing the chapter 11 petitions and any necessary and required reporting in the Bankruptcy Case; (b) open and close bank accounts; (c) evaluate liquidity options including restructuring, refinancing, reorganizing, or a sale of the Debtor's assets; (d) attend hearings and provide information and analyses for inclusion in court filings and testimony related thereto; (e) provide in-court testimony and approving and authorizing the filing of pleadings and other papers in the Chapter 11 Cases as representative of the Debtor, as may be required; (f) support negotiations with the creditors and other constituents in the Chapter 11 Cases; (g) negotiate the terms of debtor in possession financing or cash collateral order, if any; (h) supervise the preparation of monthly financial reports, as required of a debtor in possession, and other financial reporting as may be required or requested by the Office of the United States Trustee; (i) assist the Debtor with the preparation of any schedules, statements, debtor in possession financing budgets and other documents as may be required or prudent in the Chapter 11 Cases; (j) assess the viability of and, if deemed prudent, assist the Debtor's pursuit of a sale or other transaction through the Chapter 11 Cases; (k) pursue litigation and claims the Debtor may have against other parties or insurance of the Debtor; (l) negotiate, propose and execute a plan of reorganization or liquidation, as is appropriate in the Chapter 11 Cases, subject to approval by the Bankruptcy Court; (m) approve and execute any pleading or other papers and documents appropriate in the Chapter 11 Cases to be filed with the Bankruptcy Court or otherwise; (n) perform any other services or assume any other corporate authority or obligation(s) as may be deemed prudent, subject to the agreement of the Chief Restructuring Officer to perform such services and assume such corporate authority or obligation(s); and (o) provide such other financial or strategic advisory services to assist the Debtor, as may be ancillary to the foregoing services or which are additionally agreed upon in writing by Arbel and the Debtor. The firm will be paid a monthly fee of $15,000 with an aggregate monthly fee of not less than $45,000. The firm will be paid $750 per day fee for in-person court appearances and official meetings of creditors, and will be reimbursed for reasonable out-of-pocket expenses incurred. Ephraim Diamond, a partner at Arbel Capital Partners, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ephraim Diamond ARBEL CAPITAL PARTNERS, LLC 4 Waverly Place Lawrence, NY 11559 Tel: (516) 939-8901 Email: ephraim@arbelcapital.com About Brith Sholom Winit, LP 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. C.W. KELLER: Wins Cash Collateral Access ---------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, authorized C.W. Keller & Associates, LLC and C.W. Keller Holding Company, Inc. to use cash collateral on an interim basis in accordance with the budget. Enterprise Bank claims an interest in the Debtor's cash collateral. On an interim basis, the Debtors are authorized to collect and use those prepetition assets in which the Bank claims a security interest for the purposes and on the terms proposed in the Motion in the operation of its business as debtor-in-possession, provided, however, that pursuant to Fed. R. Bankr. P. 4001(b)(2) and pending allowance of a final order allowing the relief requested in the Motion, the Debtors will use and expend only that amount of asserted cash collateral as is necessary to avoid immediate and irreparable harm to the Debtors' estate pending a final hearing of the Court on the Motion. As adequate protection to the Bank: a. The Debtors will grant to the Bank a continuing replacement lien and security interest in the post-petition accounts receivable generated from its operations to the same validity, extent and priority that it would have had in the absence of the bankruptcy filing. b. The Debtors will remain within its Budget within an overall margin of 10 percent. c. The Debtors will make monthly adequate protection payments to the Bank in the amount of $25,000 by the 15th of each month. Application of such payments to principal, interest or otherwise shall be subject to further order of the Court. In addition, the Debtors will continue to make the following regular monthly payments to the Equipment Lienholders: Banterra Bank - $2,019 Scotchman - $706 A further hearing on the matter is set for October 3, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=e2VwJ4 from PacerMonitor.com. About C.W. Keller & Associates, LLC C.W. Keller & Associates, LLC is a fabrication and design engineering firm specializing in custom millwork, composites and concrete form systems. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11357) on August 24, 2023. In the petition signed by Shawn Keller, manager, the Debtor disclosed $7,932,679 in assets and $11,825,481 in liabilities. Judge Christopher J. Panos oversees the case. David B. Madoff, Esq., at Madoff & Khoury LLP, represents the Debtor as legal counsel. CALCEUS ACQUISITION: Moody's Withdraws 'B3' CFR on Debt Repayment ----------------------------------------------------------------- Moody's Investors Service withdrew all Calceus Acquisition, Inc.'s (Cole Haan) ratings including its B3 corporate family rating, B3-PD probability of default rating, and B3 backed senior secured 1st lien term loan rating. The outlook was changed to ratings withdrawn from stable. This rating action follows the repayment of the company's rated debt after refinancing. RATINGS RATIONALE Following a refinance, the company's rated debt, namely its senior secured term loan due 2025 has been repaid in full. Consequently, Moody's has withdrawn all ratings of Cole Haan. Headquartered in Greenland, NH, Cole Haan is a designer and retailer of men's and women's footwear, handbags, and accessories. Net revenues for fiscal year ended June 3, 2023 were approximately $714 million. Apax Partners and the company's management team acquired the company from NIKE, Inc. in early 2013. CARESTREAM DENTAL: Moody's Cuts CFR to Caa2 & Secured Debt to Caa1 ------------------------------------------------------------------ Moody's Investors Service downgraded Carestream Dental Technology, Inc.'s ratings, including the Corporate Family Rating to Caa2 from B3 and the Probability of Default Rating to Caa2-PD from B3-PD. Moody's also downgraded the ratings of the company's senior secured first lien revolving credit facility and senior secured first lien term loans to Caa1 from B2 and the senior secured second lien term loans to Caa3 from Caa2. The outlook is stable. The ratings downgrade reflects increasing refinancing risk due to upcoming maturities and a deterioration in operating performance. Lower sales and persistent inflationary cost pressures are negatively impacting the company's earnings. Moody's expects that revenue recovery will be slow, as continued macro headwinds and high interest rates reduce the pace of new orders of imaging equipment from dentists, particularly for high-dollar CBCT machines. Moody's calculates Carestream Dental's debt-to-EBITDA in the high 7 times range as of June 30, 2023. Moody's expects leverage to remain elevated over the next 12 to 18 months, despite expectations of a modest earnings rebound into 2024. The first lien term loans mature in September 2024 and the revolving credit facility expires in June 2024. Moody's believes that the company's weak operating performance and difficult refinancing conditions will challenge the company's ability to address its refinancing needs. Governance risk considerations are material to the rating action. Carestream Dental has aggressive financial policies including operating with high financial leverage and a track record of paying dividends. RATINGS RATIONALE Carestream Dental's Caa2 Corporate Family Rating is constrained by its very high financial leverage, cost pressures and uncertainties around a rebound in sales growth particularly for its imaging segment. Moody's estimates that the company's debt / EBITDA is in the high 7 times range as of June 30, 2023. The rating is also constrained by aggressive financial policies reflected in high debt levels and elevated refinancing risk with the majority of the company's debt coming due within a year. The company benefits from its good market position in the digital dental equipment business, and the positive longer-term trends for dental services. Carestream Dental's credit profile is also bolstered by its dental practice management software segment, which provides stable earnings given the essential nature of the product and high switching costs for its clients. Moody's expects Carestream Dental to maintain weak liquidity over the next 12 to 18 months. Cash on balance sheet was $24 million as of June 30, 2023; Moody's expects modest negative free cashflow over the next 12 to 18 months. The $100 million revolving credit facility, currently undrawn, expires in June 2024 and the first lien term loans mature in September 2024. In its stable outlook, Moody's expects that the company's earnings will remain stressed and liquidity will remain weak, increasing the risk of a default. The first lien senior secured credit facilities are rated Caa1, one notch above the Caa2 Corporate Family Rating. This reflects their first priority position in the capital structure and the benefit of loss absorption provided by the second lien term loan tranches, which are rated Caa3. ESG CONSIDERATIONS Carestream Dental's CIS-5 (previously CIS-4) indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. This reflects governance risks (G-5, previously G-4) including highly aggressive financial strategy, track record of paying dividends, and continued weak operating results. The company, similar to other medical device peers, also has exposure to social risks associated with responsible production which includes compliance with regulatory/safety requirements and potential reputational risks arising from product recalls. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Carestream Dental improves its liquidity position and successfully refinances its capital structure. The ratings could also be upgraded if the company materially improves its earnings, debt-to-EBITDA, cash flows and interest coverage. Carestream Dental's ratings could be downgraded if the company's liquidity weakens, evident with sustained negative free cash flow. Ratings could be downgraded if the company's operating performance further deteriorates. Lastly, ratings could also be downgraded if the prospects for a transaction that Moody's would deem a distressed exchange or a default were to increase. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. CARNIVAL PLC: EUR751.5MM Bank Debt Trades at 36% Discount --------------------------------------------------------- Participations in a syndicated loan under which Carnival PLC is a borrower were trading in the secondary market around 64.4 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR751.5 million facility is a Term loan that is scheduled to mature on October 9, 2032. About EUR599.1 million of the loan is withdrawn and outstanding. Carnival PLC is a cruise operator based in Florida. CASTLE US HOLDING: $1.20BB Bank Debt Trades at 20% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Castle US Holding Corp is a borrower were trading in the secondary market around 79.8 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 January 29, 2027. The amount is fully drawn and outstanding. Castle US Holding Corporation provides database tools and software to public relations and communications professionals. CHUBBY'Z 2 D&D: Unsecureds to Get $20K Under Plan ------------------------------------------------- Chubby'z 2 D&D Corp. Inc. submitted a First Amended Plan of Reorganization under Chapter 11, Subchapter V. The Liquidation Analysis shows that general unsecured creditors would receive no more than $2,350 after accounting for administrative and liquidation expenses. Conversely, if the Plan is confirmed, general unsecured creditors are projected to receive approximately $20,094. Accordingly, the treatment proposed under the Plan satisfies Section 1129(a)(7) of the Bankruptcy Code. The Financial Projections show the Debtor will be able to avoid liquidation or further reorganization. To fund the Plan, the Debtor will use its disposable income, as defined by Bankruptcy Code section 1191(d). Specifically, the Debtor will use its disposable income received in the 3-year period beginning on the date that the first payment is due under the Plan (the aforementioned period hereafter the "Relevant Income Period"). Bankruptcy Code section 1191(d) defines disposable income (hereinafter "Disposable Income") as "income that is received by the debtor and that is not reasonably necessary to be expended . . . . [for] the maintenance or support of the debtor," or "for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the debtor." 11 U.S.C. Section 1191(d). The Financial Projections show that, for the Relevant Income Period, the Debtor's Disposable Income should total approximately $30,194. The final Plan payment is expected to be paid in January 2027. Under the Plan, Class 1 General Unsecured Creditors are impaired. Class 1 consists of allowed General Unsecured Creditors, excluding any "equity security holders" under Bankruptcy Code section 101(17). Holders of allowed Class 1 claims will receive a pro-rata quarterly distribution collectively totaling the Debtor's Disposable Income, after payment of administrative expense claims and priority tax claims. Holders of allowed Class 1 claims will be paid until their allowed claim is paid in full, or 30 days after the Relevant Income Period expires, whichever is earlier. The Debtor anticipates holders of Class 1 claims will receive distributions collectively totaling approximately $20,093.75 over the life of the Plan. Proposed Counsel for Chubby'z 2 D&D Corp. Inc.: 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 8, 2023, is available at https://tinyurl.ph/hRLLh from PacerMonitor.com. About Chubby'z 2 D&D Chubby'z 2 D&D Corp. Inc., a company in Port Charlotte, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00631) on June 1, 2023, with $36,000 in assets and $1,035,589 in liabilities. Daniel Lutinkski, owner, signed the petition. Judge Caryl E. Delano oversees the case. Mike Dal Lago, Esq., at Dal Lago Law is the Debtor's bankruptcy counsel. COMMSCOPE HOLDING: S&P Alters Outlook to Neg., Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on CommScope Holding Co. Inc., a provider of network infrastructure products, to negative from stable and affirmed its 'B-' issuer credit rating. S&P also affirmed its 'B' issue-level and '2' recovery rating on CommScope's secured debt and its 'CCC+' issue-level rating and '5' recovery rating on its unsecured debt. S&P said, "The negative outlook reflects our expectation that CommScope's leverage will be elevated above the 9x area and FOCF generation will be limited after debt amortization payments in 2023 and 2024 on weaker demand from a tougher macroeconomic environment and prolonged inventory overhang. We expect CommScope will address the 2025 maturing unsecured notes and have sufficient liquidity at over $1.2 billion. However, we believe the potential for additional macroeconomic and market-specific headwinds leading to sustained high leverage and limited-to-negative FOCF generation after debt amortization payments add elevated refinancing risk on its $3 billion secured term loan and $1.5 billion secured notes due in 2026 and could lead to a ratings downgrade. "As CommScope's business has faced a tough macroeconomic environment and soft end-market demand, we believe it will see elevated leverage and limited FOCF generation in 2023. CommScope's credit metrics have been volatile over the past few years. Due to slow reopening after the COVID-19 pandemic, semiconductor supply chain issues, and higher commodity and input prices, CommScope's leverage increased to the low-10x area and it generated modestly negative FOCF in 2021. In 2022, the company's financial performance improved as semiconductor supply chain shortages recovered. In addition, large fiber and 5G deployment lead to demand growth for the company's connectivity and cable solutions (CCS) of more than 20% and Outdoor Wireless Networks (OWN) growth of more than 3% as end customers such as communication service providers (CSPs) looked to buy up as much product as possible. The company's EBITDA margins also improved year over year as CommScope began to pass price increases related to material constraint and input inflation to its customers. Due to these tailwinds, CommScope's top line grew to the mid-7% area and EBITDA margins grew to the low-13% area, improving S&P Global Ratings-adjusted leverage to the mid-8x area in 2022." As the semiconductor supply chain shortage caused CommScope's customers to buy up as much product as possible to ensure they had product in 2022 and beyond, they were reportedly placing orders until the end of 2024. Those customers are now not purchasing as much from equipment vendors in 2023. In addition, the tougher macroeconomic environment is causing many large service provider customers to slow down capital expenditure (capex) because many believe that their 5G networks have reached satisfactory levels of coverage and want to preserve capital investment dollars. CommScope has seen delays with large product orders in the second quarter of 2023. This has caused a severe inventory overhang on its CCS, OWN, and Home Network solutions. Given that CommScope also uses distribution channel partners to sell its products, it has become challenging to have a good line of sight on how much potential excess inventory needs to be digested. S&P said, "As CommScope works through these inventory overhangs in a tougher macroeconomic environment, we believe its credit metrics will be hampered compared with 2022 levels. We expect revenue to decline 13%-15% in 2023 as weak demand for its CCS, OWN, and Home Network products are offset slightly by strong growth in its Networking, Intelligence Carrier, and Security (NICS) segment and good growth in its Access Network Solutions (ANS) segment. CommScope enacted a $150 million cost savings plan in the first half of 2023 to match the tougher macroeconomic environment. CommScope also has an approximately $1.1 billion convertible preferred stock that we treat as debt and include in our leverage calculations due to holder's ability to redeem it for cash in October 2027. We expect its EBITDA margins to remain stable, but the decline in revenue will cause its S&P Global Ratings-adjusted leverage to increase to the low-10x area (without preferred equity, we forecast leverage in the low-9x area) in 2023. Due to the higher interest rate environment and lower EBITDA from the revenue decline, we project that CommScope will generate more than $60 million in unadjusted FOCF in 2023. "While we expect that CommScope will address the unsecured notes maturing in 2025, we believe that if its credit metrics further deteriorate from weak projected 2024 levels, it could face refinancing risk on its $3.0 billion secured term loan and $1.5 billion secured notes maturity in 2026. CommScope has roughly $1.3 billion of unsecured senior notes that mature in June 2025. Due to its secured debt capacity, we believe that CommScope will be able to address the $1.3 billion unsecured senior notes. CommScope has publicly indicated that it expects to share information about the refinance options by end of the third quarter of 2023. However, if CommScope cannot refinance or provide a plausible plan on how to refinance the June 2025 unsecured notes due to poor market or lender sentiment over the next two quarters, we could look to review the rating for potential negative rating action. "Even though we expect CommScope will address its June 2025 unsecured notes, we note that it has a $3.0 billion secured term loan and $1.5 billion secured notes that mature in first half of 2026. As we expect 2024 credit metrics to remain weak, this could create refinancing risk on the 2026 secured term loan and notes. We expect inventory overhang to persist until the second half of 2024 such that we believe that CommScope will have limited growth in 2024. While we expect EBITDA margins will improve to the mid-14% area on one-time cost roll-offs from its $150 million cost savings plan, we expect leverage to stay high in the mid-9x area (in the mid-8x area without preferred equity) in 2024. CommScope's FOCF generation could also be weakened by higher interest spreads on any new debt instruments. As improvements in EBITDA margin are offset by elevated interest expense, we believe that CommScope will generate more than $100 million of FOCF in 2024." However, if excess inventory is more severe than expected or there are disruptions to business operations from its large cost savings plan such that financial performance is worse than expected, S&P believes there could be elevated refinancing risk on its 2026 secured term loan and notes. Tougher macroeconomic and market-specific environments could provide additional risks to our base-case expectations, weakening CommScope's financial performance and increasing the risk of distressed exchanges or buybacks, which could result in a downgrade. Due to the large debt stack on its capital structure, CommScope will continue dealing with debt maturities over the next couple of years. S&P said, "We believe that end market demand will improve over the next few years. Fiber and 5G deployment remain important to customers as enterprise campuses, local area networks, and data centers continue to need broadband connection, and we expect Broadband Equity, Access, and Deployment funding from the U.S. government to provide an uplift in demand as customers get government money to build out broadband networks." CommScope also has sufficient liquidity to help it through a tough macroeconomic environment, as it ended the second quarter of 2023 with $418 million of cash on its balance sheet and an undrawn asset-based loan (ABL) of $859 million that matures in September 2027. However, given the shaky performance over the past few years from the COVID-19 pandemic and supply chain issues, S&P believes that its business is more susceptible to volatile end-market demand and macroeconomic environment. CommScope will continue to deal with debt maturities until 2029 and could look to engage in a debt exchange or buyback to relieve some of the capital structure pressure. If S&P sees increasing risk of distressed exchanges or buybacks that resulted in lenders receiving less than originally promised, it could potentially view that as a distressed exchange and could look to lower the rating. S&P said, "The negative outlook reflects our expectation that CommScope's leverage will be elevated above the 9x area and FOCF generation will be limited after debt amortization payments in 2023 and 2024 on weaker demand from a tougher macroeconomic environment and prolonged inventory overhang. We expect CommScope will address the 2025 maturing unsecured notes and have sufficient liquidity at over $1.2 billion. However, we believe the potential for additional macroeconomic and market-specific headwinds leading to sustained high leverage and limited-to-negative FOCF generation after debt amortization payments add elevated refinancing risk on its $3 billion secured term loan and $1.5 billion secured notes due in 2026 and could lead to a ratings downgrade." S&P could look to lower the rating on CommScope if it views its capital structure as unsustainable, evidenced by the following factors: -- Increasing risk of distressed exchanges or restructuring, or distressed debt repurchases; -- CommScope cannot refinance its upcoming debt maturities due to poor market sentiment over its weakening financial performance in a tougher macroeconomic environment; or -- CommScope does not improve FOCF generation to cover higher interest on new instruments due to revenue weakness, profitability issues, or poor working capital management such that its total liquidity begins to decline. S&P could look to revise the outlook to stable if CommScope's operating performance begins to improve above its expectations such that it has confidence that it will refinance its upcoming 2025 and 2026 debt maturities, and it improves leverage below the 9x area and generates sufficient FOCF generation after mandatory debt obligations. This could occur if demand improves from its end customers such that its inventory gets worked down quicker than expected, leading to revenue improvement, and its large cost savings plan improves profitability without disruptions to the business. COMMUTER ADVERTISING: Case Summary & 15 Unsecured Creditors ----------------------------------------------------------- Debtor: Commuter Advertising, Inc. d/b/a Commuter Advertising d/b/a CommuterAds 312 N Patterson Blvd., Suite 240 Dayton, OH 45402 Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 23-31504 Judge: Hon. Guy R. Humphrey Debtor's Counsel: Denis E. Blasius, Esq. THOMSEN LAW GROUP, LLC 140 North Main Street, Suite A Springboro, OH 45066 Tel: 937-748-5001 Fax: 937-748-5003 Email: dblasius@ihtlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Russ Gottesman as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/76O6RPQ/Commuter_Advertising_Inc__ohsbke-23-31504__0001.0.pdf?mcid=tGE4TAMA CPM HOLDINGS: Moody's Hikes CFR to 'B2', Outlook Stable ------------------------------------------------------- Moody's Investors Service upgraded CPM Holdings, Inc.'s corporate family rating to B2 from B3 and the probability of default rating to B2-PD from B3-PD. Moody's also assigned a B2 rating to the senior secured first-lien bank credit facilities, including a $100 million first-lien revolving credit facility and a $1,130 million first-lien term loan. Proceeds from the debt issuance will be used to repay the existing debt, fund a $410 million shareholders distribution, and pay transaction costs and fees. The ratings upgrade reflects the company's strong execution of growth, pricing and cost actions that have contributed to significant improvement in operating performance and cash generation. While the debt-funded shareholder distribution is clearly credit negative, pro forma adjusted debt/EBITDA will approximate 5.0x at the end of June 2023. This level is well below the company's leverage at the time of its LBO in 2018. Moody's expects recent business actions undertaken by CPM such as the expansion of the aftermarket and renewable business will improve CPM's operating performance through the economic cycles. Moody's also forecasts that the company will maintain good liquidity supported by strong free cash flow based on projected growth and normalization of working capital. As part of this transaction, CPM will also increase the size of its revolving credit facility to $100 million, extending its maturity to 2028. Upgrades: Issuer: CPM Holdings, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Assignments: Issuer: CPM Holdings, Inc. Backed Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 Backed Senior Secured 1st Lien Term Loan, Assigned B2 Outlook Actions: Issuer: CPM Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE CPM's B2 CFR reflects the company's high adjusted debt-to-EBITDA of 5.0x and the inherent cyclicality of its business. Demand for CPM's equipment is susceptible to a pullback in customer spending during a weak economic environment, although the long-term trends in many of its end markets are favorable. The rating also reflects the risk associated with its private equity ownership that exposes the company to future leveraging events such as debt-financed acquisitions and shareholder dividends. The rating is supported by the company's good competitive standing and exposure to diverse end-markets. CPM's sizable aftermarket business supports a good EBITDA margin in excess of 25%, which combined with its low capital needs will continue to support cash flow generation. The rating is also supported by CPM's diverse customer base and long-term relationships averaging more than 20 years with its top 10 clients. The stable outlook reflects Moody's expectation that the company will generate positive free cash flow while maintaining leverage close to 5.0x. As proposed, the new credit facilities are expected to provide covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Incremental debt capacity up to the greater of 100% of closing date EBITDA and 100% of EBITDA calculated on pro forma basis of the most recent four consecution quarters plus additional amount subject to first lien leverage ratio that is not greater than the closing date first lien leverage ratio. Subsidiaries are only required to provide guarantees if they are wholly-owned domestic guarantors. This raises the risk that a sale or disposition of partial equity interests could trigger a guarantee release, subject to protective provisions which only permit guarantee releases if such disposition is to an unaffiliated third party for fair market value and for a bona fide business purpose, or the subsidiary otherwise qualifies as an excluded subsidiary. There are no express "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries; such transfers are permitted subject to carve-out capacity and other conditions. There are no express protective provisions prohibiting an up-tiering transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if CPM's operating performance falters or if debt levels increase such that adjusted debt-to-EBITDA is sustained above 6.0x. Negative rating pressure could also ensue from weaker liquidity if the free cash flow declines to break-even levels or if the company excessively draws on its revolving credit facility. The ratings could be upgraded if the company demonstrates and maintains a financial policy that supports adjusted debt/EBITDA of 4.5x. Continued growth in scale and earnings while maintaining good liquidity will be other considerations for an upgrade. Headquartered in Blaine, Minnesota, CPM Holdings, Inc. provides process machinery, technology and aftermarket products and services to various end markets including oilseed, animal feed, breakfast cereal and snack food, and biofuels. The company is owned by American Securities LLC. CPM generated $778 million of revenue for the twelve months ended June 30, 2023. The principal methodology used in these ratings was Manufacturing published in September 2021. CS LEE: Wins Interim Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized CS Lee, DMD, MMSC, PLLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is permitted to collect and use prepetition assets in which Funding Circle claims a security interest. The Debtor is authorized to make monthly adequate protection payments to Funding Circle in the amount of $1,973. If it is later determined that Funding Circle does not possess a fully secured claim, such claim is not properly perfected, or its lien is avoidable, the Court may enter an order requiring the adequate protection payments be applied to principal or be subject to disgorgement. A further hearing on the matter is set for October 25, 2023 at 11 a.m. Objections are due October 23. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ph7xW9 H from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $11,299 for September 2023; and $10,568 for October 2023. About CS Lee, DMD, MMSC, PLLC CS Lee, DMD, MMSC, PLLC is a Massachusetts limited liability company that owns and operates a dental office, located in Bridgewater, Massachusetts. The Debtor's dental office is situated on the property owned by 555 Bedford Street, LLC, which is managed by the Debtor's principal. The Debtor's principal, Chong Lee, is the sole dentist at the office and employees three part time employees. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11184) on July 26, 2023. In the petition signed by Lee, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Christopher J. Panos oversees the case. Peter M. Daigle, Esq., at Daigle Law Office, represents the Debtor as legal counsel. CYXTERA DC: $815MM Bank Debt Trades at 39% Discount --------------------------------------------------- Participations in a syndicated loan under which Cyxtera DC Holdings Inc is a borrower were trading in the secondary market around 60.8 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $815 million facility is a Term loan that is scheduled to mature on May 1, 2024. About $768.1 million of the loan is withdrawn and outstanding. Cyxtera DC Holdings, Inc. provides data center services. DASHON GOLDSON: Seeks to Hire Ure Law Firm as Bankruptcy Counsel ---------------------------------------------------------------- Dashon Goldson Enterprises LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ure Law Firm as bankruptcy counsel. (a) give advice regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of the Debtor's Chapter 11 case, and the operation of the Debtor's estate; (b) represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; (c) assist in compliance with the requirements of the Office of the United States Trustee; (d) provide the Debtor with legal advice and assistance with respect to its powers and duties in the continued operation of its business and management of property of the estate; (e) assist the Debtor in the administration of the estate's assets and liabilities; (f) prepare legal documents; (g) assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; (h) provide advice concerning the claims of creditors and the prosecution and defense of all actions; and (i) prepare, negotiate and seek confirmation of a plan of reorganization. The firm will be paid at these rates: Thomas B. Ure $495 per hour Law clerks/Paralegals $195 per hour In addition, Ure Law Firm will receive reimbursement for out-of-pocket expenses incurred. The firm received $11,738 in fees and costs prior to the Debtor's Chapter 11 filing. Thomas Ure, founding partner of Ure Law Firm, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Ure Law Firm can be reached at: Thomas B. Ure, Esq. URE LAW FIRM 8280 Florence Avenue, Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 Email: tom@urelawfirm.com About Dashon Goldson Enterprises LLC Dashon Goldson Enterprises LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 23-13099) on July 14, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas B. Ure, Esq., at Ure Law Firm. DEPENDABLE LAWN: Wins Cash Collateral Access Thru Sept 27 --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division authorized Dependable Lawn Care, LLC to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through September 27, 223. Newtek Small Business Finance, LLC is granted as adequate protection for any diminution in the value of its prepetition collateral and the proceeds thereof a valid, perfected and enforceable first priority security interest in and upon all of the categories and types of collateral in which it held a security interest and lien as of the Petition Date, including, without limitation, cash in the possession of the Debtor resulting from any operations on the Property or the landscaping business, and the proceeds thereof, which Replacement Liens will be in addition to the security interests of Newtek Small Business Finance, LLC in the Prepetition Collateral, and the proceeds thereof, and cash in the Debtor’s possession, in the same order of priority as such security interests existed on the Petition Date. The Debtor is permitted to provide adequate protection to Newtek in the amount of $15,000 a month, retroactive to the beginning of the bankruptcy case, pursuant to Sections 363(c)(2)(A) and 363(e) of the Bankruptcy Code, pursuant to the terms and conditions set forth in the Interim Order, as provided in the Budget. This amount will be paid to Newtek by September 22, 2023. A continued hearing on the matter is set for September 27 at 10:45 a.m. A copy of the order is available at https://urlcurt.com/u?l=KsNmCb from PacerMonitor.com. About Dependable Lawn Care, Inc. Dependable Lawn Care, Inc. is primarily engaged in performing a variety of lawn and garden services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-11667) on September 1, 2023. In the petition signed by Robert D. Walker, president, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Judge Deborah L. Thorne oversees the case. Paul M. Bach, Esq., at Bach Law Offices, represents the Debtor as legal counsel. DGS REALTY: Unsecureds Unimpaired Under Plan -------------------------------------------- Judge Bruce A. Harwood has entered an order that the hearing on the adequacy of the DGS Realty, LLC's Third Amended Disclosure Statement dated Sept. 8, 2023 and the hearing on confirmation of the Debtor's Third Amended Chapter 11 Plan of Reorganization dated Sept. 8, 2023 will be combined and heard on Nov. 22, 2023 at 2:00 p.m., the hearing date scheduled for adequacy of the Debtor's Third Amended Disclosure Statement Dated September 8, 2023. Counsel for Debtor must file a Notice of Combined Hearing, setting the deadlines for Objections to the Third Amended Disclosure Statement, the written acceptances or rejections of the Third Amended Plan of Reorganization and Objections to Confirmation of the Third Amended Plan of Reorganization for November 13, 2023. Counsel for Debtor must mail ballots to creditors no later than 7 days from the date of this Order. Counsel for the Debtor must file a Certificate of Service of the Third Amended Disclosure Statement, Third Amended Plan of Reorganization, Notice of Combined Hearing and Ballots to Creditors no later than 7 days from the date of this Order. Third Amended Plan DGS Realty, LLC submitted a Third Amended Disclosure Statement dated Sept. 8, 2023 pertaining to the Third Amended Plan of Reorganization dated Sept. 8, 2023. The Debtor believes that based on its assets and projected income, this is a feasible Plan and the Debtor will be able to sustain the terms of this Disclosure Statement. The Disclosure Statement proposes to address claims of creditors, the sale of the Debtor's tenant, and the eventual proposed sale of the Debtor's real estate. The Plan provides for 2 classes of secured claims, 1 class of unsecured claims and one class of taxes. Class 5 unsecured claim holders will receive payment in full within 30 days of confirmation. Consistent with the requirements of the Code, the Debtor's goal is to obtain an order of the Bankruptcy Court confirming the Plan. The Debtor urges the holders of claims in Class 5 to vote in favor of the Plan. The following summarizes the Debtor's Plan and distribution to creditors under the Plan: * Class 1: Administrative Claims: $15,000.00 US Trustee TBD * Class 2: Tax Claims: City of Concord $8,494.86 * Class 3: Secured Claim PHH Mortgage $13,000.00 * Class 4: Secured Claim SBA $376.00 * Class 5: Unsecured Claims: $437.50 The quarterly fees due the US Trustee (Class 1) will be paid in accordance with 11 U.S.C. Section 1129(a)(12). The quarterly fees due the US Trustee will be dependent upon the outcome of any sale transaction and at a minimum will be estimated to be $250.00 For this reason, the fee to be paid to the US Trustee in Class 1 states TBD. The unsecured creditors (Class 5) will be paid in full within 30 days of confirmation. The claims of the City of Concord (Class 2) will be paid in full within 30 days of confirmation. The claim of PHH Mortgage (Class 3) and the claim of the SBA (Class 4) will continue to be paid through monthly installments. PHH will retain its secured position in the Debtor's real estate. The SBA will retain its secured position in the tangible and intangible property of the Debtor. As of this date, there is a Term Sheet, which details the terms of the sale of the Debtor's tenant Transformer Services, Inc. ("TSI"). There is no sale of the real estate at this time; however, General Management Group ("GMG"), the Buyer of TSI, reserves a 7-year right of first refusal to purchase the Debtor's real estate should the Debtor receive an offer to purchase its real estate from a third party. According to the terms outlined in the Term Sheet, General Management Group ("GMG") will sign a lease with the Debtor providing for a monthly rent payment of $14,000.00 due on the 1st of each month commencing upon confirmation. With the rent payment from General Management Group ("GMG"), the Debtor will pay a monthly mortgage payment and tax escrow payment to PHH in the amount of $13,000.00. The lease rate of $14,000.00 is subject to adjustment due to City of Concord NH property tax rate. The Debtor will retain $1,000.00 out of each lease payment to cover the SBA loan of $376.00 a month and the annual tax returns, and any miscellaneous fee which may arise. The Debtor's projections in this Plan are for 24 months. Under the Plan, Class 5 Allowed Unsecured Claims total $437.50 and unimpaired. The deadline for filing Proofs of Claim for all entities, other than governmental units, was May 24, 2022. The deadline for governmental units to file Proofs of Claim was July 25, 2022. The Debtor anticipates paying these unsecured creditors in full within 30 days after confirmation of the plan as they are utility payments to creditors. The disbursing agent for the unsecured creditor claims will be the Debtor. The Debtor does not anticipate objecting to any Proof of Claims in this case. Upon confirmation, the monthly rent payable to the Debtor will increase to $14,000 a month. The increase in rent from TSI to the Debtor is due to the purchase of TSI by GMG and the Lease to be entered into between GMG and the Debtor. Upon confirmation, the Debtor will enter into the Lease and will start receiving rent of $14,000. Upon confirmation, the Debtor will increase its mortgage payments to PHH to $13,000. The extra $1,000.00 a month will remain in the Debtor's bank account and be used to pay the SBA monthly payment and any miscellaneous expenses. The Term Sheet details the sale agreement between TSI and GMG. The sale of TSI which allows GMG to become the Debtor's tenant provides the funding for the Debtor to continue to pay its mortgage payments and expenses. This is the Debtor's Plan. In the event a sale does not occur at the end of the 24-month period, the Debtor will discuss its future options with the mortgage lender PHH. Refinancing may be an option as well as potential foreclosure by the mortgage company. It is anticipated that by the end of the 24 month period, the EPA clean-up of hazardous waste on the Debtor's property will have been completed or close to completion. This will allow the Debtor to either sell the real estate to GMG or another third party or allow the Debtor to refinance its mortgage as the hazardous waste matter will have been resolved. There is no question that a sale of the Debtor's real estate is the best option for PHH and the Debtor; however, that is not possible at this time. There are no other interested buyers and GMG is only interested in purchasing TSI at this time. The Debtor will continue to provide periodic updates to the lender on potential and interested buyers. The Debtor will continue to follow the EPA plan to remove any remaining hazardous waste from its property and continue to provide periodic updates to the mortgage lender. Attorney for the Debtor: Eleanor Wm. Dahar, Esq. VICTOR W. DAHAR, P.A. 20 Merrimack Street Manchester, NH 03101 Tel: (603) 622-6595 A copy of the Order dated Sept. 8, 2023, is available at https://tinyurl.ph/qvayX from PacerMonitor.com. A copy of the Third Amended Disclosure Statement dated Sept. 8, 2023, is available at https://tinyurl.ph/gBzEy from PacerMonitor.com. About DGS Realty Based in Concord, New Hampshire, DGS Realty, LLC, is a real estate limited liability company. Formed around May 10, 2017, the company is owned by David H. Booth, Manager, Stephen W. Booth, and Gregory A. Booth, each having a 1/3 interest. DGS Realty filed a Chapter 11 petition (Bankr. D.N.H. Case No. 22-10028) on Jan. 24, 2022. In the petition signed by David H. Booth, the manager, the Debtor estimated assets and debts between $1 million and $10 million. Judge Bruce A. Harwood oversees the case. Representing the Debtor as counsel is Eleanor Wm Dahar, Esq., at Victor W. Dahar Professional Association. DIGITAL ALLY: All Four Proposals Passed at Annual Meeting --------------------------------------------------------- Digital Ally, Inc. held its annual meeting of stockholders during which the Company's stockholders: (1) elected Stanton E. Ross, Leroy C. Richie, Daniel F. Hutchins, and Michael J. Caulfield as directors; (2) approved the amendment to the 2022 Digital Ally, Inc. Stock Option and Restricted Stock Plan; (3) ratified the appointment of RBSM LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2023; and (4) approved the transactions contemplated by the securities purchase agreement, entered into as of April 5, 2023, by and between the Company and investors, including, the issuance of 20% or more of the Company's outstanding shares of Common Stock upon (i) conversion of the senior secured convertible notes due Jan. 5, 2024, (ii) exercise of Tranche 1 Common Stock Purchase Warrant (iii) exercise of Tranche 2 Common Stock Purchase Warrant; and (iv) exercise of Tranche 3 Common Stock Purchase Warrant, each dated April 5. The Board of Directors of the Company made appointments to its various committees after the Annual Meeting. The members of the Company's Audit Committee are Messrs. Hutchins, Richie and Caulfield. Mr. Hutchins is the chairman of the Audit Committee. The members of the Compensation Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Compensation Committee. The members of the Nominating and Governance Committee are Messrs. Richie and Caulfield. Mr. Richie is the chairman of the Nominating and Governance Committee. About Digital Ally Digital Ally, Inc. (NASDAQ: DGLY) through its subsidiaries, is engaged in video solution technology, human & animal health protection products, healthcare revenue cycle management, ticket brokering and marketing, event production and jet chartering. Digital Ally continues to add organizations that demonstrate the common traits of positive earnings, growth potential, innovation and organizational synergies. New York, NY-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. DIXON TOWN HOMES: Has Deal on Cash Collateral Access ---------------------------------------------------- Dixon Town Homes LLC and Corevest American Finance Lender LLC, formerly known as Riverbend Funding LLC advised the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the term of this agreement into an agreed order. The Debtor requires the use of cash collateral to pay its mortgage and other direct operating expenses. In 2019, the Lender loaned the Debtor the approximate amount of $3 million, evidenced by the Note. The obligations under the note are secured by a Deed of Trust, Assignment of Rents and Security Agreement, recorded against the aforesaid property. A. The Lender has recorded a notice of default with respect to the Property. B. After the filing date, the Lender filed a proof of claim alleging the amount of $4.213 million was owing as of June 14, 2023. The rents generated from the Property constitute the cash collateral of Lender. As of July 31, 2023, the Debtor was holding cash collateral in a segregated debtor in possession bank account in accordance with 11 U.S.C Section 363(c)(4) with Wells Fargo Bank. The parties agree that the Debtor may use cash collateral for an interim period ending the earlier of December 31, 2023 or the date that Debtor confirms a plan of reorganization. The Debtor will not use any cash collateral to make any payments to (i) any family members or any unsecured creditors with respect to any prepetition debt, or (ii) shall not pay professionals employed or required to be employed by the Debtor pursuant to 11 U.S.C. Section 327 seeking compensation under 11 U.S.C. Section 330 or 311 except as allowed by court order. On or before the later of (i) the first day of each month, beginning September 1, 2023, or (ii) expiration of any grace period set forth in the Debtor's loan documents for monthly payments, the Debtor will make a payment to Lender in the amount of $18,000 provided there are sufficient fund to make said payment. The Debtor further agrees that any turnover to the Lender of the cash collateral pursuant to the Stipulation is voluntarily made. As adequate protection, the Lender will be granted a valid, duly perfected, enforceable and non-avoidable replacement lien and security interest of the same priority in all post-petition cash collateral. To the extent that the Lender's lien on all post-petition cash collateral is insufficient to compensate the Lender for the prepetition cash collateral, the Lender will also be allowed an administrative priority claim in accordance with the provisions of 11 U.S.C. Section 507(b) for any deficiency. The Debtor will timely pay and maintain all insurance coverage for the Property which is required under the Loan Documents. The Debtor will maintain such coverage in full force and effect at all times. The term of the Stipulation is through the last day of the Interim Period. However, the Stipulation may terminate prior to expiration of the Interim Period and the Stipulation will terminate immediately and automatically upon the occurrence of the following: a. The appointment of a Chapter 11 trustee for the Debtor; b. The dismissal or conversion of the Debtor's Chapter 11 case to a Chapter 7 case; a. The entry of an order granting relief from the automatic stay with respect to the Property; or b. The written agreement of the Lender and the Debtor to terminate the Agreement. A copy of the stipulation is available at https://urlcurt.com/u?l=dO2E9j from PacerMonitor.com. About Dixon Town Homes Dixon Town Homes LLC, a company in Sacramento Calif., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-40682) on June 14, 2023, with as much as $1 million to $10 million in both assets and liabilities. Waqar Khan as president, signed the petition. Judge William J. Lafferty oversees the case. The Law Office of Lewis Phon serves as the Debtor's legal counsel. ENVISION HEALTHCARE: Objects to Any Assumption of Lease ------------------------------------------------------- EverBank, N.A., f/k/a TIAA, FSB, assignee of TIAA Commercial Finance, Inc., as successor in interest to GE HFS, LLC ("EverBank") files this Objection to the Second Amended Joint Chapter 11 Plan of Reorganization of the EVPS Debtors. Prior to the Petition Date, GE HFS, LLC, as predecessor-in-interest to EverBank, and Sheridan Healthcorp, Inc., one of the EVPS Debtors (the "Debtor"), entered into that certain Master Lease Agreement Dated As of June 23, 2015, as amended by that certain Amendment to Master Lease Agreement dated June 24, 2023 (collectively, the "Master Lease"). The Plan defines the Assumed Executory Contracts and Unexpired Leases Schedule as the schedule of Executory Contracts and Unexpired Leases to be assumed by the EVPS Debtors pursuant to the Plan, which shall be included in the Plan Supplement. The Plan further defines the Rejected Executory Contracts and Unexpired Leases Schedule as the schedule of Executory Contracts and Unexpired Leases to be rejected by the EVPS Debtors pursuant to the Plan, which schedule shall be included in the Plan Supplement. To date, no Plan Supplement has been filed. EverBank objects to the Plan to the extent it proposes to assume the Lease under the terms of the Plan. In order to assume the Lease, the Debtor is required to cure defaults existing under such Lease pursuant to section 365(b)(l)(A) of the Bankruptcy Code, which provides, in relevant part, that "[i]f there has been a default in an executory contract or unexpired lease of the debtor, the trustee may not assume such contract or lease unless, at the time of assumption of such contract or lease, the trustee. . . cures, or provides adequate assurance that the trustee will promptly cure, such default[.]" 11 U.S.C. section 365(b)(l)(A). A debtor must also "compensate, a party . . . to such . . . lease, for any actual pecuniary loss to such party resulting from such default." 11 U.S.C. Section 365(b)(1)(B). Because the Plan Supplement has not yet been filed, EverBank objects to any assumption of the Lease without curing all defaults in full including, but not limited to, payment of reasonable attorneys' fee and costs. Attorneys for EverBank, N.A.: D. Christopher Carson, Esq. BURR & FORMAN, LLP 420 North 20th Street, Suite 3400 Birmingham, AL 35203 Tel: (205) 251-3000 Fax: (205) 458.5100 Fax: (813) 221-2626 E-mail: ccarson@burr.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. FARR LABORATORIES: Has Until Jan. 17 to File Disclosures and Plan ----------------------------------------------------------------- Judge Karen B. Owens has entered an order that Farr Laboratories, LLC, will be granted an extension of time to file a Disclosure Statement and Plan of Reorganization until through and including Jan. 17, 2024. The Debtor has demonstrated that it is more likely than not that the Court will confirm a plan in a reasonable period of time. Nothing in the Order will prevent the Debtor to seek a further extension of time. About Farr Laboratories Farr Laboratories, LLC, is in the vitamin and supplement business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-10347) on March 23, 2023. In the petition signed by Frederick Reinstein, its member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Karen B. Owens oversees the case. Daniel K. Astin, Esq., at Ciardi Ciardi & Astin, is the Debtor's legal counsel. FEDNAT HOLDING: To Seek Plan Approval on Oct. 10 ------------------------------------------------ Judge Peter D. Russin has entered an order approving FedNat Holding Company, et al.'s First Amended Combined Disclosure Statement and Chapter 11 Plan of Liquidation on a conditional basis as containing adequate information under Section 1125 for solicitation purposes. The Bankruptcy Court will conduct a Combined Hearing for (i) final approval of the First Amended Combined Disclosure Statement and Plan and (ii) confirmation of the First Amended Combined Disclosure Statement and Plan. The Combined Hearing is scheduled for Oct. 10, 2023 at 10:00 a.m. In order to be counted as votes to accept or reject the First Amended Combined Disclosure Statement and Plan, Ballots must be properly executed, completed and delivered by (a) first class mail; (b) courier; (c) submitted electronically at https://balloting.stretto.com/; or (d) personal delivery, to the Voting Agent, so that the Ballots are actually received no later than 4:00 p.m. (ET) on Oct. 2, 2023. On or before Oct. 6, 2023 at 4:00 p.m. (ET), the Voting Agent will file a signed declaration setting forth the final voting results and methodology used to tabulate the votes. The deadline to file a confirmation brief and supporting evidence, and respond to objections to the Combined Disclosure Statement and Plan will be on Oct. 6, 2023 at 4:00 p.m. ET. If any holder of a claim seeks to challenge the allowance of its claim for voting purposes in accordance with the Tabulation Procedures, such Holder must file a motion, pursuant to Bankruptcy Rule 3018(a), for an order temporarily allowing its claim in a different amount or classification for purposes of voting to accept or reject the First Amended Combined Disclosure Statement and Plan and serve the Rule 3018 Motion on the Debtors so that it is received no later than Sept. 18, 2023 at 4:00 PM (ET). The Debtors must then have until Sept. 25, 2023 at 4:00 PM (ET) to file and serve any responses to Rule 3018 Motions and a hearing will be held to consider any Rule 3018 Motion to which a Rule 3018 Response is filed. Objections to final approval and confirmation of the First Amended Combined Disclosure Statement and Plan on any ground, including adequacy of the disclosures must be filed and served no later than Sept. 27, 2023 at 4:00 PM (ET). The deadline for Professionals to file and serve final fee applications for Accrued Professional Compensation shall be Dec. 19, 2023 at 4:00 p.m. (ET). The Debtor's counsel: Shane G. Ramsey, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 1222 Demonbreun Street, Suite 1700 Nashville, TN 37203 Tel: (615) 664-5355 Facsimile: (615) 664-5399 E-mail: shane.ramsey@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. FOUNDEVER GROUP: S&P Lowers ICR to 'BB-' on Increased Leverage -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Foundever Group SA to 'BB-' from 'BB'. The outlook is stable. At the same time, S&P lowered its issue-level ratings on the company's senior secured credit facilities to 'BB-' from 'BB'. The recovery rating remains '3'. The stable outlook reflects S&P's expectation for leverage to remain about 4.5x in 2023 and 2024 with a return to EBITDA growth in 2024 as Foundever's customers increase outsourced volumes and the company benefits from its investment in opening new offshore locations. The downgrade reflects S&P's expectation for Foundever's adjusted net leverage to remain above 4x through 2024 due to weak operating performance in 2023 and its view that family ownership has shifted its financial policy toward an increase in shareholder returns. EBITDA declines will likely persist through 2023 due to reduced volumes and price competition across the customer experience industry. S&P said, "We expect S&P Global Ratings-adjusted EBITDA margins will contract below 15% in 2023 from 16.4% in 2022. Foundever's revenue and EBITDA fell in the first half of 2023 as customer interaction volume declined and customers delayed decisions on new business. Part of Foundever's volume declines were due to a lack of COVID-19-related volumes during the first half of 2022. Despite ongoing shifts of customer interaction volumes to higher-margin nearshore and offshore locations, EBITDA margins contracted on pricing pressure, cost inflation, and increased investment in new country openings. While we expect outsourcing to customer experience service providers such as Foundever to increase in an economic downturn as companies cut costs, we believe the current low-growth economic environment has led its customers to pull back on volumes and hold off on outsourcing additional labor as they wait for more clarity on the health of the economy. Ultimately, we expect volumes will start to rebound in 2024, since the industry historically has expanded after past economic slowdowns. Additionally, Foundever's investment in new offshoring countries (Madagascar, Peru, Turkey, and South Africa) should begin to benefit profitability in 2024. Still, the timing of a recovery is uncertain. In our base-case forecast, we expect EBITDA margins will improve to about 15.5% in 2024 and approach 2022 levels in 2025." S&P said, "We expect Foundever's more aggressive financial policy will likely keep leverage above 4x through 2024. Leverage increased to 4.2x for the 12 months ended June 30, and we expect it will be 4.5x by the end of the year. The uptick in 2023 from weak operating performance may be temporary, however the company also expects to repurchase about $150 million-$200 million of shares from its owner in early 2024 with cash on its balance sheet. This will likely push leverage up to about 4.75x in the first quarter, following a modest $27 million dividend paid in the second quarter of 2023. Despite our forecast for improved operating performance in 2024 with free operating cash flow (FOCF) improving to about $75 million-$100 million from about $25 million in 2023, we expect net leverage will end the year near 4.5x as the reduced cash balance offsets EBITDA growth. "We understand that Foundever is looking to divest a noncore business segment that could net a couple hundred million dollars that the company intends to use to repay debt. We haven't factored this into our analysis due to the uncertain timing or final sale price; however, we do not expect this will materially improve leverage in 2024. "The stable outlook reflects our expectation for leverage to remain about 4.5x in 2023 and 2024 with a return to EBITDA growth in 2024 as Foundever's customers increase outsourced volumes and the company benefits from its investment in opening new offshore locations. "Social factors are a moderately negative consideration in our credit rating analysis of Foundever, reflecting the potential for personal data and security breaches. We see these as risks for customer relationship management (CRM) service providers in general. Such risks could arise through increased regulatory oversight and fines or reputational damage, affecting a firm's competitive advantage. While we do not assess Foundever as demonstrating company-specific weaknesses in the processing of large volumes of client data relative to other CRM providers, the company had a security breach on a legacy network of an acquired business in January 2022. To date, we do not believe the breach has had an operational or financial impact on the business." GELESIS HOLDINGS: Incurs $7.7 Million Net Loss in Second Quarter ---------------------------------------------------------------- Gelesis Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $7.68 million on $1.11 million of net total revenues for the three months ended June 30, 2023, compared to a net loss of $12.51 million on $8.97 million of net total revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $12.83 million on $2.86 million of net total revenue compared to a net loss of $18.22 million on $16.48 million of net total revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $95.87 million in total assets, $114.50 million in total liabilities, $12.90 million in noncontrolling interest, and a total stockholders' deficit of $31.53 million. Gelesis said, "Since inception, we have financed our operations primarily from the issuance of equity and debt instruments, license and collaboration agreements, supply and distribution agreements, and government grants. As of June 30, 2023, our principal sources of liquidity were our cash and cash equivalents in the amount of $7.9 million. As of the date of this Quarterly Report, we expect that our existing cash and cash equivalents and collection of accounts and grants receivable are not sufficient to meet our current obligations. "Due to our available cash and cash equivalents, a history of recurring losses from operations, negative cash flows from operations, and a significant accumulated deficit, we have concluded that there is substantial doubt about our ability to continue as a going concern. In addition, our independent registered public accounting firm included an emphasis of matter paragraph in their opinion for the years ended December 31, 2022 and 2021, respectively, as to the substantial doubt about our ability to continue as a going concern. "We have incurred negative cash flows from operating activities and significant losses from operations in the past. We expect to continue to incur operating losses for at least the next twelve months due to the investments that we intend to make in our business to support the commercialization of Plenity and, as a result, we will require additional capital resources to grow our business." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1805087/000095017023042367/gls-20230630.htm About Gelesis Headquartered in Boston, Massachusetts, Gelesis is a commercial stage biotherapeutics company built for consumer engagement. The Company is focused on advancing first-in-class superabsorbent hydrogel therapeutics for chronic gastrointestinal, or GI, diseases including excess weight, type 2 diabetes, non-alcoholic fatty liver disease/non-alcoholic steatohepatitis, functional constipation, and inflammatory bowel disease. Boston, Massachusetts-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses and cash flows from operations that raise substantial doubt about its ability to continue as a going concern. GENESIS CARE: Class 5A Unsecureds Unimpaired in Plan ---------------------------------------------------- Genesis Care Pty Limited, et al., submitted a Joint Plan of Reorganization and a Disclosure Statement. To assist in exploring alternatives to meet its liquidity needs and, ultimately, preparing for these chapter 11 cases, the Company retained Kirkland & Ellis LLP ("K&E") as counsel, PJT Partners ("PJT") as investment banker, and Alvarez & Marsal North America, LLC ("A&M" and, together with K&E and PJT, the "Advisors") as restructuring advisor in February 2023. The Advisors worked with the Company to evaluate alternatives and determine the best path ahead. In the months leading up to the commencement of the Chapter 11 cases, the Company's liquidity reached low levels -- most recently due in significant part to four out of thirteen of its prepetition lenders not funding draw-down requests the Company was entitled to draw under its Revolving Credit Facilities, resulting in approximately AUD $76 million of the Revolving Credit Facilities left undrawn. In light of the Defaulting Banks' failure to fund, the Company had to consider other options to obtain alternative sources of liquidity, including engaging with its stakeholders and third parties and preparing to commence these Chapter 11 cases. Ultimately, the Company was unable to obtain out-of-court financing, and the Company sought access to a debtor-in-possession financing to (a) continue to operate its business in the near term, (b) rescue the global cost base of the company, (c) run a sale process for the GC U.S. business, and (d) maximize the value of the Company. Forced to quickly pivot following the decision of certain lenders under the Revolving Credit Facilities not to honor the Company's draw request, the Company and its advisors spent weeks leading up to the commencement of these chapter 11 cases engaging with the Company's existing lenders, including an Ad Hoc Term Lender Group of lenders under the Senior Facilities Agreement represented by Akin Gump Strauss Hauer & Feld LLP and Houlihan Lokey Capital, Inc. (the "Ad Hoc Term Lender Group") regarding various potential financing transactions in an effort to raise additional liquidity. It became clear, however, that no out-of-court transactions would yield the needed cash infusion quickly and without implementation risk. To maximize their ability to obtain a financing, the Debtors and their Advisors removed restrictions on trading under the Senior Facility Agreement, provided management presentations and hosted multiple all-lender meetings. As a result, the Company determined that the best course of action was to commence these Chapter 11 cases on an emergency basis to obtain access to critical debtor-in-possession financing to allow the Company to continue operations. With the protections afforded by the Chapter 11 process, the Ad Hoc Term Lender Group agreed to provide debtor-in-possession financing to the Debtors. Specifically, an ad hoc group of lenders under the Senior Facilities Agreement (such members, the "Backstop Parties") which agreed to backstop the DIP Commitments (as defined in the DIP Motion) and a subset of Consenting Lenders (as defined in the DIP Motion) under the Senior Facilities Agreement agreed to provide an $800 million super-priority, multiple draw debtor-in-possession term loan credit facility (the "DIP Facility"), consisting of (i) $200 million of new money loans (the "DIP New Money Loans") and (ii) a "roll up" of obligations under the Senior Facilities Agreement in the amount of approximately $600 million (the "DIP Roll Up Loans"). On June 2, 2023, the Court approved, on an interim basis, the DIP New Money Loans and the DIP Roll Up Loans in the amount of approximately $90 million in accordance with the Interim DIP Order. On July 19, 2023, the Court approved the remaining amount of the DIP Roll Up Loans and the DIP Facility on a final basis. Among other things, the loans under the DIP Facility have stabilized the Debtors' operations, funded payments to certain of the Company's critical vendors (including non-US vendors), allowed the Debtors to run a fulsome marketing process and evaluate other strategic alternative for GC U.S., and allowed the Debtors to administer these chapter 11 cases. The Debtors' engagement with, and continued support from, the Ad Hoc Term Lender Group, has been critical to the Debtors' efforts to preserve value and maintain a high standard of patient care. Since the commencement of the chapter 11 cases, the Debtors have stabilized their business with the liquidity provided by the DIP Facility, developed a post-emergence business plan for the ROW Debtors, engaged in productive conversations with the official committee of unsecured creditors (the "Committee") since its appointment on June 15, 2023, continued to pursue the robust marketing process for the business of GC U.S., and formulated what they believe to be a value-maximizing plan structure that implements the sale of GC U.S. and reorganizes around Reorganized ROW TopCo. Specifically, the Plan places Claims and Interests into various Classes and specifies the treatment of each Class under the Plan: * Class 1 (Other Secured Claims): Except to the extent that a Holder of an Allowed Other Secured Claim against the Debtors agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Other Secured Claim, each Holder of an Allowed Other Secured Claim against the Debtors shall receive, at the option of the applicable Debtor with the consent of the Required Lenders: (i) payment in full in Cash; (ii) Reinstatement of such Claim; or (iii) such other treatment rendering such Claim Unimpaired. * Class 2 (Other Priority Claims): Except to the extent that a Holder of an Allowed Other Priority Claim against the Debtors agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its Other Priority Claim, each Holder of an Allowed Other Priority Claim against the Debtors shall receive, at the option of the applicable Debtor with the consent of the Required Lenders: (i) payment in full in Cash; or (ii) such other treatment rendering such Claim Unimpaired. * Class 3 (SFA Claims): Except to the extent that a Holder of an Allowed SFA Claim agrees in writing to less favorable treatment, in exchange for the full and final satisfaction, settlement, release, and discharge of its SFA Claim, each Holder of an Allowed SFA Claim shall receive its Pro Rata share of (i) the New Warrants and (ii) Distributable Cash allocated to the SFA Claim, if any, pursuant to the Waterfall Recovery. * Class 4 (Shareholder Loan Claims): Subject to section 1129(a)(7)(A)(ii) of the Bankruptcy Code, on the Effective Date each Shareholder Loan Claim shall be discharged and released, and each Holder of a Shareholder Loan Claim shall not receive or retain any distribution, property, or other value on account of such Shareholder Loan Claim. * Class 5A (General Unsecured Claims Against the ROW Debtors): - Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or - Payment in full in Cash on (a) the Effective Date, or (b) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. * Class 5B (General Unsecured Claims Against the GC U.S. Debtors): Subject to section 1129(a)(7)(A)(ii) of the Bankruptcy Code, on the Effective Date each General Unsecured Claim against the GC U.S. Debtors shall be discharged and released, and each Holder of a General Unsecured Claim against the GC U.S. Debtors shall not receive or retain any distribution, property, or other value on account of such General Unsecured Claim against the GC U.S. Debtors. * Class 6 (Intercompany Claims): Subject to the Restructuring Transactions Memorandum, each Allowed Intercompany Claim against the Debtors shall be Reinstated, converted to equity, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the option of the applicable Debtors with the consent of the Required Lenders. * Class 7A (Intercompany Interests in the ROW Debtors): Subject to the Restructuring Transactions Memorandum, each Intercompany Interest in the ROW Debtors shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the option of the applicable ROW Debtors with the consent of the Required Lenders. * Class 7B (Intercompany Interests in the GC U.S. Debtors): - If the U.S. Equitization Restructuring occurs, on the Effective Date, each Intercompany Interest in the GC U.S. Debtors shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed at the option of the applicable GC U.S. Debtors with the consent of the Plan Sponsor; or - If the Sale Transaction Restructuring occurs, each Intercompany Interest in the GC U.S. Debtors shall (A) be sold pursuant to the applicable Sale Transaction Documents, and as set forth in the Plan Supplement, or (B) shall be Reinstated, distributed, contributed, set off, settled, cancelled, and released, or otherwise addressed at the option of the applicable GC U.S. Debtors and the Required Lenders. * Class 8A (Existing TopCo Interests): On the Effective Date, and without the need for any further corporate or limited liability company action or approval of any board of directors, board of managers, members, shareholders or officers of any Debtor, all Existing TopCo Interests shall be cancelled, released, and extinguished without any distribution, and will be of no further force or effect, and each Holder of an Existing TopCo Interest shall not receive or retain any distribution, property, or other value on account of such Existing TopCo Interest. * Class 8B (Existing U.S. TopCo Interests): - If the U.S. Equitization Restructuring occurs, on the Effective Date, without the need for any further corporate or limited liability company action or approval of any board of directors, board of managers, members, shareholders or officers of any Debtor, all Existing Interests in U.S. TopCo shall be cancelled, released, and extinguished without any distribution, and will be of no further force or effect, and each Holder of an Existing Interest in U.S. TopCo shall not receive or retain any distribution, property, or other value on account of such Existing Interest in U.S. TopCo; or - If the Sale Transaction Restructuring occurs, each Existing Interest in U.S. TopCo shall be Reinstated, distributed, contributed, set off, settled, cancelled and released, or otherwise addressed with the consent of the Required Lenders. * Class 9 (Section 510(b) Claims): On the Effective Date, all Section 510(b) Claims against the Debtors shall be discharged and released, and each Holder of a Section 510(b) Claim against the Debtors shall not receive or retain any distribution, property, or other value on account of its Section 510(b) Claim. After the commencement of these chapter 11 cases, the U.S. Trustee, on July 7, 2023, appointed a patient care ombudsman to monitor the quality of care provided to the Debtors' patients and file periodic reports with the Bankruptcy Court regarding the same. On July 19, 2023, the Bankruptcy Court entered an order approving bidding procedures for the marketing and sale of GC U.S.'s assets. Since then, the Debtors, with the assistance of their Advisors, have been conducting an active and comprehensive marketing and sale process for GC U.S., which remains ongoing as of today. The Debtors believe that the Plan and the Restructuring Transactions contemplated thereby provide Holders of Claims and Holders of Interests with the best available recovery and are essential to ensure continuity of quality patient care at the Company's healthcare facilities. Accordingly, the Debtors strongly recommend that Holders of Claims entitled to vote to accept or reject the Plan vote to accept the Plan. Under the Plan, Class 5A General Unsecured Claims against the ROW Debtors are unimpaired and will recover 100% of their claims. Each Holder of an Allowed General Unsecured Claim against the ROW Debtors will receive either: (i) Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or (ii) Payment in full in Cash on (a) the Effective Date, or (b) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Class 5B General Unsecured Claims against the GC U.S. Debtors are impaired and will recover 0% of their claims. Subject to Section 1129(a)(7)(A)(ii) of the Bankruptcy Code, on the Effective Date each General Unsecured Claim against the GC U.S. Debtors shall be discharged and released, and each Holder of a General Unsecured Claim against the GC U.S. Debtors shall not receive or retain any distribution, property, or other value on account of such General Unsecured Claim against the GC U.S. Debtors. If the U.S. Equitization Restructuring occurs with respect to the GC U.S. Debtors, the Debtors will fund distributions under the Plan, as applicable, with: (1) the proceeds from the New Money Exit Facilities and Takeback Facilities; (2) the New Equity Investment; (3) the issuance of ROW New Equity Interests, AUS Holdco New Equity Interests, EUR Holdco New Equity Interests, and GC U.S. New Equity Interests; and (4) the Rights Offering (if any). If the Sale Transaction Restructuring occurs, the Debtors will fund distributions under the Plan, as applicable, with: (1) the proceeds from the New Money Exit Facilities and Takeback Facilities; (2) Cash on hand; (3) the issuance of ROW New Equity Interests, AUS Holdco New Equity Interests, and EUR Holdco New Equity Interests; and (4) the issuance of New Warrants. Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Genevieve M. Graham, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com ggraham@jw.com Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com - and - Jaimie Fedell, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: jaimie.fedell@kirkland.com A copy of the Disclosure Statement dated September 8, 2023, is available at https://tinyurl.ph/xVeyH from Stretto, the claims agent. About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. GENESIS CARE: Targeting November Hearing on Plan ------------------------------------------------ Genesis Care Pty Limited, et al., filed a motion for entry of an order (i) conditionally approving the adequacy of the disclosure statement, (ii) approving the solicitation and notice procedures with respect to confirmation of the debtors' proposed joint plan of reorganization, (iii) approving the form of ballot and notices in connection therewith, and (iv) scheduling certain dates with respect thereto. The Debtors commenced Chapter 11 cases to reorganize around the Debtors' business outside of the United States ("ROW") and implement a marketing and sale strategy with respect to the Debtors' United States business ("GC U.S."). Since entering Chapter 11, the Debtors have formulated a new business plan that will allow the ROW business to continue to provide market-leading patient care with a right-sized geographical footprint while conducting a robust marketing process for GC U.S. pursuant to court-approved bidding procedures. With the business plan in hand and the Debtors' bid deadline for GC U.S. fast approaching, the Debtors filed the Plan and Disclosure Statement contemporaneously with this motion to begin in earnest moving forward towards emergence from Chapter 11. The Plan provides a pathway for the Debtors' ROW business to recapitalize and maintain critical relationships with employees, vendors, and other stakeholders. For the GC U.S. business, the Plan contemplates either a (i) Sale Transaction Restructuring, through one or more sales of all, substantially all, or a material portion of the Debtors' assets, either through the Plan or one or more section 363 sales or (ii) U.S. Equitization Restructuring, pursuant to which a plan sponsor will receive 100% of the GC U.S. New Common Stock. The Plan contemplates pursuing a robust and thorough marketing process for all or substantially all of GC U.S. pursuant to bidding procedures, which were formalized through the Order (I) Approving the Bidding Procedures, (II) Approving Bid Protections, (III) Establishing Related Dates and Deadlines, (IV) Approving the Form and Manner of Notice Thereof, (V) Approving Contract Assumption and Assignment Procedures, and (VI) Granting Related Relief (the "Bidding Procedures"). The Bidding Procedures are designed to maximize value for all stakeholders and to comply with certain Milestones (as defined in the DIP Order) the Debtors negotiated with the DIP Lenders, as required by the Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing, and (B) Use Cash Collateral; (II) Granting Liens and Providing Superpriority Administrative Expenses Claims; (III) Granting Adequate Protection to the Prepetition Secured Parties; (IV) Modifying the Automatic Stay; and (V) Granting Related Relief (the "DIP Order"). Moving the chapter 11 cases forward expeditiously is of critical importance due to the nature of the Debtors' business—providing high quality and accessible healthcare and treatment to thousands of patients across the globe. Accordingly, by this motion, the Debtors seek to obtain conditional approval of the adequacy of the Disclosure Statement in order to commence solicitation of votes on the Plan and establish dates and deadlines related thereto in order to bring these chapter 11 cases to conclusion, bringing certainty to the Debtors' many patients, doctors, employees, and vendors who are critical to the Debtors' business. Establishing the following dates and deadlines with respect to final approval of the Disclosure Statement and Confirmation of the Plan, subject to modification as necessary: * The Voting Record Date will be on September 22, 2023. * The Disclosure Statement Hearing will be on October 2, 2023 at 11:00 a.m., prevailing Central Time, or such other date as may be scheduled by the Court. * The Solicitation Deadline will be on the later of: (i) October 5, 2023 and (ii) the date that is three business days following the entry of the Order, or as soon as reasonably practicable thereafter. * The Publication Deadline will be on the later of: (i) October 9, 2023 and (ii) the date that is five business days following the entry of the Order, or as soon as reasonably practicable thereafter. * The Plan Supplement Deadline will be on October 16, 2023, at 4:00 p.m., prevailing Central Time. * The Voting Deadline will be on October 23, 2023, at 4:00 p.m., prevailing Central Time. * The Plan and Disclosure Statement Objection Deadline will be on November 2, 2023, at 4:00 p.m., prevailing Central Time. * The Deadline to File Voting Report will be on November 6, 2023. * The Confirmation Brief Deadline will be on November 6, 2023, at 5:00 p.m., prevailing Central Time. * The Combined Hearing Date will be on November 7, 2023, or such other date as may be scheduled by the Court. The Disclosure Statement provides "adequate information" to allow holders of Claims in the Voting Class to make an informed decision about whether to vote to accept or reject the Plan. Additionally, Section P of the Procedures for Complex Chapter 11 Cases in the Southern District of Texas (the "Complex Case Procedures") provides that the Bankruptcy Court may consider motions seeking conditional approval of a disclosure statement so long as such motions include a proposed order that: (a) finally approves the balloting and voting procedures to be utilized; (b) finally approves the form of notice to be provided to creditors and holders of interests in the debtors; (c) finally approves the form of ballot which will be provided to creditors and interest holders entitled to vote on the proposed plan; (d) establishes a record date; and (e) establishes a voting deadline. This motion and the proposed Order comply with these requirements of the Complex Case Procedures and the other requirements of the Bankruptcy Rules and Bankruptcy Local Rules. Article VIII of the Plan describes in detail the entities subject to an injunction under the Plan and the acts that they are enjoined from pursuing. The language in Article VIII of the Plan is in bold, making it conspicuous to anyone who reads it. Article VIII.B, Article VIII.C, and Article VIII.D of the Plan describe in detail the entities subject to or providing a release under the Plan, and the Claims and Causes of Action so released, Article VIII.E of the Plan describes in detail the entities entitled to exculpation under the Plan, and Article VIII.F of the Plan sets forth the terms of the injunction. The Disclosure Statement provides notice of the injunction, release, and exculpation provisions of the Plan. Article III.V and Article III.W of the Disclosure Statement describes in detail entities subject to or providing a release under the Plan and the Claims and Causes of Action so released, and the entities entitled to exculpation under the Plan, also in conspicuous, bold typeface. Further, Article III.W of the Disclosure Statement sets forth, in bold typeface, the injunction provisions provided by the Plan. Finally, the Ballot and the Combined Hearing Notice describe in detail and in conspicuous, bold typeface the entities that are subject to or providing a release under the Plan and the Claims and Causes of Action that are so released under the Plan. Each of the Disclosure Statement, Ballot, and Combined Hearing Notice conspicuously states that any party who does not specifically opt out or object to its inclusion as a Releasing Party will be bound by the Plan's release provisions. Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Genevieve M. Graham, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com ggraham@jw.com Co-Counsel to the Debtors: Joshua A. Sussberg, P.C. Steven N. Serajeddini, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: joshua.sussberg@kirkland.com steven.serajeddini@kirkland.com - and - Jaimie Fedell, Esq. 300 North LaSalle Chicago, IL 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: jaimie.fedell@kirkland.com About GenesisCare One of the world's largest integrated oncology networks, GenesisCare -- http://www.genesiscare.com-- includes 300+ locations in the U.S., the UK, Australia, and Spain. With investments in advanced technology and expanded access to clinical trials, more than 5,500 highly trained GenesisCare physicians and support staff offer comprehensive, coordinated care in radiation oncology, medical oncology, hematology, urology, diagnostics, and surgical oncology. Genesis Care Pty Ltd. and its affiliated debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90614) on June 1, 2023. In the petition signed by Richard Briggs, as authorized signatory, Genesis Care disclosed up to $10 billion in both assets and liabilities. Judge David R. Jones oversees the case. The Debtors tapped Kirkland and Ellis, LLP, Kirkland and Ellis International, LLP and Jackson Walker, LLP as general bankruptcy counsel; PJT Partners, LP as investment banker; Alvarez and Marsal North America, LLC as restructuring advisor; Herbert Smith Freehills, LLP as foreign legal counsel; Teneo as communications advisor; and Clayton Utz as special investigation counsel. Kroll Restructuring Administration, LLC is the notice and claims agent. On June 15, 2023, the U.S. Trustee for the Southern District of Texas appointed an official committee of unsecured creditors in these Chapter 11 cases. The trustee tapped Kramer Levin as its counsel, Locke Lord LLP as local counsel, and Berkeley Research Group, LLC as financial advisor. GRAYSON O CO: Wins Cash Collateral Access on Final Basis -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina, Statesville Division, authorized Grayson O Company to use cash collateral on a final basis in accordance with the budget, with a 10% variance. The Debtor is permitted to use cash collateral only for ordinary and necessary business expenses consistent with the specific items and amounts contained in the budget, with a 10% variance. As adequate protection for Newtek Small Business Finance, LLC's interest in cash collateral, Newtek is granted a valid, attached, choate, enforceable, perfected and continuing security interest in, and lien upon all post-petition accounts receivable and inventory of the Debtor. Newtek's security interest in, and lien upon, the Post-Petition Collateral will have the same validity as existed between Newtek, the Debtor, and all other creditors or claimants against the Debtor's estate on the Petition Date. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=y79fBt from PacerMonitor.com. The Debtor projects total cash collections, on a monthly basis, as follows: $147,000 for October 2023; and $118,000 for November 2023. About Grayson O Company Grayson O Company sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-50124) on May 15, 2023. In the petition signed by Jared Stamey, vice president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Laura T. Beyer oversees the case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, represents the Debtor as legal counsel. HARTMAN SPE: Seeks Cash Collateral Access ----------------------------------------- Hartman SPE, LLC asks the U.S. Bankruptcy Court for the District of Delaware for authority to use cash collateral and provide adequate protection. Specifically, the Debtor seeks to use cash collateral of those beneficial interest holders of the GS Mortgage Securities Trust 2018-HART Commercial Mortgage Pass-Through Certificates, Series 2018-HART, whereby KeyBank National Association acts as Master Servicer for U.S. Bank National Association, in its capacity as Trustee of the Trust. As of the Petition Date, Debtor has outstanding funded-debt obligations in the aggregate principal amount of approximately $217 million. On October 1, 2018, Debtor closed on a secured term loan agreement with Goldman Sachs Mortgage, as lender, in the principal amount of $259 million. The mortgages were securitized and sold into the commercial mortgage-backed securities market. KeyBank National Association acts as Master Servicer for U.S. Bank National Association, solely in its capacity as Trustee for the benefit of the Holders of the GS Mortgage Securities Trust 2018-HART, Commercial Mortgage Pass-Through Certificates, Series 2018-HART and the RR Interest Owner. Prepetition, the Debtor contacted KeyBank to negotiate a consensual use of cash collateral and the granting of adequate protection. As of the Petition Date, no agreement has been reached. However, the Debtor will continue to work with KeyBank in good faith regarding the use of cash collateral to fund the estate's expenses. The Prepetition Loan matures October 9, 2023. Having exercised all of its extension options, the Debtor began the process of marketing its assets for sale in order to retire the Prepetition Loan, in whole or in part, in order to pay off or refinance the Prepetition Loan. That process was well underway prior to the filing of the Bankruptcy Case and KeyBank was well aware of the Debtor's efforts. As a condition to use of cash collateral, KeyBank will require the Debtor's continued, expeditious efforts commenced prepetition to continue post-petition, as well. The Debtor believes the value of its assets to exceed $400 million, with the Prepetition Loan having a balance as of the Petition Date of approximately $218 million. Therefore, the Prepetition Secured Parties are greatly oversecured by way of a substantial equity cushion. Further, the Debtor is proposing to grant the Prepetition Secured Parties an adequate protection package consisting of Adequate Protection Liens, Adequate Protection Superpriority Claims, payment of interest and other relief in connection with the Chapter 11 Cases, to the extent of the aggregate diminution in value of the Prepetition Secured Parties' interest in the Prepetition Collateral, in each case on the terms and conditions set forth in the proposed Interim Order. A copy of the motion is available at https://urlcurt.com/u?l=4TpzI6 from PacerMonitor.com. About Hartman SPE, LLC Hartman SPE, LLC is a lessor of nonresidential buildings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11452) on September 13, 2023. In the petition signed by David Wheeler, president, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Mary F. Walrath oversees the case. William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtor as Delaware counsel. Katten Muchin Rosenman LLP is the legal counsel. HEART HEATING: Bid to Use Cash Collateral Denied ------------------------------------------------ The U.S. Bankruptcy Court for the District of Colorado denied the motion to use cash collateral filed by Heart Heating & Cooling, LLC for at least two reasons. First, in the Motion, the Debtor proposed to increase the Budget to account for its need to use an additional $880,000 in cash collateral for the period from July 11 through August 18, 2023. But the Debtor has not adequately shown why its cash collateral needs increased by $880,000 during such period nor that the Debtor had additional income to fund such expenses. Second, while the Debtor proposed in the Motion to increase the cash collateral budget for a limited, not-quite-2-month period, the proposed form of order contemplates the Court's approval of a completely new cash collateral framework for a 6-month period, and contains completely different numbers than the numbers approved by the Court in the Final Order. A copy of the order is available at https://urlcurt.com/u?l=sGe2YE from PacerMonitor.com. About Heart Heating & Cooling, LLC Heart Heating & Cooling, LLC is a HVAC contractor in Colorado Springs, Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13019) on July 11, 2023. In the petition signed by Robert M. Townsend, chief executive officer, the Debtor disclosed $2,676,312 in assets and $11,173,434 in liabilities. Judge Thomas B. McNamara oversees the case. K. Jamie Buechler, Esq., at Buechler Law Office, LLC, represents the Debtor as legal counsel. HENRRY DELIVERY: Wins Cash Collateral Access on Final Basis ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Henrry Delivery Services, Inc. to use the cash collateral of C T Corporation System as Representative, Corporation Service Company as Representative, and Acme Company, on a final basis, retroactive to December 14, 2022. The Debtor is permitted to use cash collateral to pay: (a) the amounts expressly authorized by the Court, including monthly payments to the Subchapter V trustee; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) the additional amounts as may be expressly approved in writing by the Secured Creditors. As adequate protection, the Secured Creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. A copy of the Court's order is available at https://urlcurt.com/u?l=uYLOrt from PacerMonitor.com. About Henrry Delivery Services Henrry Delivery Services, Inc., is a delivery company which subcontracts to do deliveries for big-box stores. Henrry Delivery Services sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04921) on Dec. 14, 2022, with up to $500,000 in assets and up to $100,000 in liabilities. Henrry Campos Pena, president, signed the petition. Judge Catherine Peek McEwen oversees the case. The Debtor tapped Buddy D. Ford, Esq., at Buddy D. Ford, P.A. as legal counsel and A+ Accounting & Tax as accountant. HICKORY HILLZ: Continued Operations to Fund Plan ------------------------------------------------ Hickory Hillz BBQ, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Indiana a Combined Small Business Chapter 11 Plan of Reorganization and Disclosure Statement dated September 12, 2023. The Debtor employs 9 people and is a specialty restaurant that operates out of leased premises in Edinburgh, Indiana. Debtor began operations immediately before Covid hit which created issues with operating cash flow and when that proved insufficient it turned to more volatile sources of operating cash using internet lenders. Despite the fundamentally unmanageable cash flow those credit facilities present, the Debtor has a core operating profitability that will allow it to reorganize, and that profitability is what drives its ability to leverage cash collateral for the benefit of all of its creditors. Operations have continued under the supervision of Chad Smock and have been profitable postpetition. Deployment of the company owned food truck, the primary driver of increased revenue needed to fund the Plan, was implemented in June and has been successful since then. Other operational changes, such as increased focus on efficiency in operations and reduced food and labor cost have allowed the Debtor to operate at a level required to satisfy in full the significant priority claims in this case and still generate a profit from which to pay general unsecured creditors. Cash generated by ongoing operations shall first be used to fund administrative expenses, including professional and case Trustee fees and expenses, secured and lease claims, and operating expenses. The Plan pays priority claims in accordance with the treatment allowed under the Code. After satisfaction of these claims, general unsecured creditors shall be paid pro rata out of all remaining Plan payments. The Plan shall last for 35 months following the first payment made under it, which is due within 30 days of the date the Confirmation Order becomes a Final Order; provided however, payments to certain priority creditors will exceed this 36-month time-frame. Class 3 consists of Allowed General Unsecured Claims, including the deficiency claim of SBA, Byzfunder and Vox, which claims shall receive a pro rata payment after satisfaction of the superior class claims treated under the Plan up to the full amount of the allowed claim of such creditor. Such claims shall be allowed, settled, compromised, satisfied and paid by a quarterly distribution of the net profits of the Debtor for the preceding quarter shown in the Projection, for 12 quarters following confirmation of the Plan. Payment of such claims is expressly subordinate to the payment of priority claims under this Plan. Class 3 is impaired. Class 4 consists of the Equity Interests, which interests shall be retained by existing interest owners. Debtor shall continue to operate its business in accordance with the projection of income, expense and cash flow attached hereto, and shall pay its projected net after tax cash profit to satisfy creditor claims. A full-text copy of the Combined Plan and Disclosure Statement dated September 12, 2023 is available at https://urlcurt.com/u?l=0rAsrt from PacerMonitor.com at no charge. Attorney for the Debtor: KC Cohen, Esq. KC Cohen, Lawyer, PC 151 N. Delaware St., Ste. 1106 Indianapolis, IN 46204-2573 Telephone: (317) 715-1845 Facsimile: (317) 636-8686 Email: kc@smallbusiness11.com About Hickory Hillz BBQ Hickory Hillz BBQ, LLC is a specialty restaurant that operates out of leased premises in Edinburgh, Indiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-02554) on June 14, 2023. In the petition signed by Chad Smock, president, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Robyn L. Moberly oversees the case. KC Cohen, Esq., at KC Cohen, Lawyer, PC, represents the Debtor as legal counsel. HOT SHOT BALLERS: L. Todd Budgen Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed L. Todd Budgen, Esq., as Subchapter V trustee for Hot Shot Ballers, LLC. Mr. Budgen 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. Budgen declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: L. Todd Budgen, Esq. P.O. Box 520546 Longwood, FL 32752 Telephone Number: (407) 232-9118 Email: Todd@C11Trustee.com About Hot Shot Ballers Hot Shot Ballers, LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case No. 23-03559) on Aug. 31, 2023, with up to $50,000 in assets and $1 million to $10 million in liabilities. The case was filed pro se. Judge Grace E. Robson oversees the case. HOT'Z POWER: Amends IRS Secured Claim Pay Details ------------------------------------------------- Hot'z Power Wash, Inc., submitted a Fourth Amended Plan of Reorganization for Small Business dated September 12, 2023. This Plan of Reorganization proposes to pay Debtor's creditors from the cash flow generated in the ordinary course of the Debtor's business after confirmation. Class 2 consists of the secured claim of the Internal Revenue Service for $12,975.15. The claim is secured by the Debtor's accounts receivable. The general unsecured amount of $3,030.08 is included in Class 3. Hotz will pay $12,975.15 to Class 2 by no later than October 1, 2026. The claim will be paid in approximately equal monthly installments at 7% per annum interest [Amended Claim No. 4]. Interest will be calculated and paid in accordance with IRS requirements. Class 3 consists of all other non-priority unsecured claims. The aggregate amount of Class 3 claims is approximately $790,914.92. Hotz will pay the projected disposable income for 36 months following the Effective Date to creditors in this class with allowed claims in the amount set forth on the projections with this plan. The payments to unsecured creditors will be escrowed by the Subpart V Trustee or the Debtor and paid on at least a calendar quarterly basis. Class 4 consists of the equity security holders of the Debtor. The equity holders will retain the interest in the Debtor. The Debtor will retain the property of the bankruptcy estate. The officers and directors of the Debtor are anticipated to remain the same after the Effective Date. James Finney will continue as the sole director and officer of the Debtor after confirmation. The Debtor may establish and maintain a vehicle replacement reserve fund. The fund will be for replacement of vehicles. The projections will have a vehicle replacement reserve fund. Any amounts of the vehicle replacement fund that are unused when the plan payments are completed may be retained by the Debtor for replacement of vehicles after the plan completion. A full-text copy of the Fourth Amended Plan dated September 12, 2023 is available at https://urlcurt.com/u?l=1mAz8K from PacerMonitor.com at no charge. Attorney for the Debtor: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane, Ste. 300 Houston, TX 770024 Telephone: (713) 869-9200 Facsimile: (713) 869-9100 Email: courtdocs@bakerassociates.net About Hot'z Power Wash Hot'z Power Wash, Inc., is a pressure washing company that specializes in restaurant kitchen exhaust systems. The company has been in business for over 10 years. Hot'z Power Wash sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30749) on March 5, 2023, with up to $100,000 in both assets and liabilities. James Finney, president of Hot'z Power Wash, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates as legal counsel, and Elna Tax Services, Inc., as accountant. HOT'Z POWER: Seeks Add'l $15,000 of Cash Collateral --------------------------------------------------- Hot'z Power Wash, Inc. asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use additional cash collateral for the month of September 2023 in the amount of $15,000, over the approved budget, necessary to pay its employees for the payroll due on September 29, 2023. The Internal Revenue Service, Corporation Service Company, as Representative, and SOS Capital purport to hold liens or security interests in the Debtor's inventory and accounts. The Debtor pays its employees on a weekly basis. The Debtor mistakenly overlooked that September 2023 is a month with 5 weeks. The approved budget only includes sufficient funds for the payroll of 4 weeks. The Debtor needs to pay its employees for the payroll due on September 29, 2023. The amount of that payroll is estimated in $15,000. The Debtor has the funds available to pay such amounts. Furthermore, to successfully implement the foregoing, the Debtor requests a waiver of the notice requirements of Bankruptcy Rule 6004(a). The exigent nature of the relief sought justifies immediate relief, which is necessary for the Debtor to be able to continue to operate its business and preserve value in the estate. If the Debtor's request for authorization of the use of additional cash collateral is approved, the remaining provisions of the Court's Order Authorizing Use of Cash Collateral entered on March 22, 2023 would continue in full force and effect, unless this Court rules that any modifications are necessary. A copy of the motion is available at https://urlcurt.com/u?l=VEdCQK from PacerMonitor.com. About Hot'z Power Wash Hot'z Power Wash, Inc., is a pressure washing company that specializes in restaurant kitchen exhaust systems. The company has been in business for over 10 years. Hot'z Power Wash sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30749) on March 5, 2023, with up to $100,000 in both assets and liabilities. James Finney, president of Hot'z Power Wash, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates as legal counsel, and Elna Tax Services, Inc., as accountant. HOWMET AEROSPACE: Moody's Alters Outlook on 'Ba1' CFR to Positive ----------------------------------------------------------------- Moody's Investors Service affirmed all ratings for Howmet Aerospace Inc., including the Corporate Family Rating and Probability of Default Rating at Ba1 and Ba1-PD, respectively. Moody's also changed the outlook for Howmet to positive from stable. Concurrently, Moody's affirmed the company's senior unsecured notes ratings at Ba1. The company's Speculative Grade Liquidity (SGL) rating remains unchanged at SGL-1, reflecting the company's very good liquidity. The ratings affirmation reflects the company's strong market positions in its businesses and favorable end market fundamentals, including a continued recovery in the commercial aerospace market. The change in outlook to positive reflects Moody's expectation that the company will further strengthen its credit profile. Moody's expects the company's debt/EBITDA to decline below 3.0x over the next 12-18 months. The positive outlook also reflects Moody's expectation that Howmet's EBITDA margin will be maintained in excess of 20% during that timeframe, while free cash flow will be well in excess of $500 million annually. Moody's also expects that the company will maintain a well-balanced capital allocation policy balancing both debt and equity holder interests. Affirmations: Issuer: Howmet Aerospace Inc. Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Preferred Stock, Affirmed Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 Issuer: Iowa Finance Authority Backed Senior Unsecured Revenue Bonds, Affirmed Ba1 Outlook Actions: Issuer: Howmet Aerospace Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE Howmet's Ba1 CFR reflects its sizable revenue of approximately $6.2 billion and strong market positions for many of its core products. The company is a key supplier to the aerospace & defense OEM and Tier I suppliers that comprise over 60% of total revenue. Howmet also benefits from its significant presence across a wide and diverse range of key program platforms. Liquidity will remain very good, providing a strong foundation as the restoration of commercial aerospace production to pre-pandemic levels continues through 2024. At the same time, Howmet will remain exposed to macroeconomic and industry-related inflation, labor and supply chain pressures. Notwithstanding these headwinds, Moody's expect that through top-line growth and productivity, the company will maintain its EBITDA margin well in excess of 20%. Supply chain challenges and labor constraints will keep the commercial aircraft production ramp-up slower than expected. Despite these risks, Moody's expect revenue to remain on a positive trajectory and Howmet to successfully pass through certain inflationary costs. Moody's also expect that debt/EBITDA will improve, trending below 3.0x over the next 12-18 months. Despite these risks, management's demonstrated track record of effectuating cost reductions, ability to pass through price increases and very good liquidity support the company's credit profile. Howmet's SGL-1 liquidity rating incorporates Moody's expectation that the company will generate strong cash flow over the next 12-18 months while maintaining an undrawn $1 billion unsecured revolving credit facility maturing in 2028 and a healthy cash balance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A ratings upgrade would be predicated on the continued demonstration of a well-balanced financial policy including debt/EBITDA approaching 3.0x while maintaining its EBITDA margin above 20%. Successful execution of the commercial aerospace production ramp over the next two to three years as the commercial aerospace market continues to recover could also support an upgrade. Conversely, debt-financed share repurchases or sizable debt-funded acquisitions could pressure ratings downward. Ratings could also experience downward pressure if debt/EBITDA is sustained above 4.0x. Erosion of the company's EBITDA margin to less than 15% or weakening free cash flow could also lead to a ratings downgrade. Headquartered in Pittsburgh, Pennsylvania, Howmet Aerospace Inc. is a major global player in the lightweight metals and high performance multi-materials sector that serves the aerospace and commercial transportation end-markets. Over 60% of the company's revenues are derived from the aerospace and defense end-market. Revenue for the twelve months ended June 30, 2023 totaled $6.2 billion. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. INNOVATIVE CONCEPTS: Unsecureds Get Paid From Remaining Balance --------------------------------------------------------------- Innovative Concepts Empire, LLC, submitted an Amended Chapter 11 Plan of Reorganization. The Debtor is seeking to: 1. Pay its PACA creditor, Willie Itule Produce, Inc., in full. 2. Pay its secured creditor, the United States of America Small Business Administration, in full for its Secured Claim determined under 11 U.S.C. Sec. 506. 3. Pay all Administrative Creditors in full; 4. Pay all Priority Creditors in full. 5. Pay the remaining balance of plan payments and net recoveries from avoidance actions to the Class 3 General Unsecured Creditors, to be divided pro rata. The Debtor is seeking to retain all its personal property, and continue its business of owning and operating a restaurant as the Reorganized Debtor. Under the Plan, Class 3 consists of all Allowed General Unsecured Claims. Class 3 will be paid the balance under the Plan, pro rata. Class 3 is impaired. The Plan will be implemented, in part, as follows: 1. Upon plan confirmation, any claims that the debtor or bankruptcy estate have against Matthew Serventi shall vest with the Sub Chapter V Trustee. Further, Matthew Serventi shall pay to the Trustee $2,000.00 per month until the Trustee determines that Mr. Serventi's debt to the bankruptcy estate has been paid in full plus 8% interest. The funds received from Mr. Serventi by the Trustee, will be distributed as a supplemental payment to Class 3 creditors, pro rata. 2. Except as set forth in Section A above, as of the Effective Date of the Plan, the property, and all Claims of the bankruptcy estate, shall be vested in the Reorganized Debtor. In addition, except as otherwise provided in the Plan or the Confirmation Order, entry of the Confirmation Order shall vest in Debtor, as of the Effective Date, all assets acquired pursuant to this Plan. Upon such transfer, the Reorganized Debtor shall own all such property free and clear of all liens, Claims and Interests of any person or entity, except as specifically provided in the Plan or the Order Confirming the Plan. 3. The Debtor will pay from its operating income the sum of $6,060.00 per month for months 1 through 12, the sum of $6,241 per month for months 13 through 24, and the sum of $6,429 per month for months 25 through 36 of the Plan. 4. The Debtor will also pay to Class 3, the net recovery (after payment of attorney's fees and costs) of all legal claims including but not limited to avoidance actions. Attorney for the Debtor: Ronald J. Ellett, Esq. ELLETT LAW OFFICES, P.C. 2999 North 44th Street, Suite 330 Phoenix, AZ 85018 Tel: (602) 235-9510 A copy of the Amended Chapter 11 Plan of Reorganization dated September 8, 2023, is available at https://tinyurl.ph/zViBY from PacerMonitor.com. About Innovative Concepts Empire Innovative Concepts Empire, LLC and its affiliates, Central Hospitality Group, Inc. and Squared Up Hospitality, Inc. filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 23-03538) on May 27, 2023. At the time of the filing, Innovative Concepts Empire and Central Hospitality Group reported as much as $50,000 in assets and $100,001 to $500,000 in liabilities while Squared Up Hospitality reported as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Brenda Moody Whinery oversees the cases. The Debtors are represented by Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. Lynton Kotzin, CPA, at J.S. Held LLC is tapped as Central Hospitality Group, Inc.'s accountant. INTERSTATE WASTE: S&P Assigns 'B' ICR on Recapitalization --------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Interstate Waste Services Inc. (IWS), based on preliminary terms and conditions. S&P also assigned a 'B' issue-level rating with a recovery rating of '3' (rounded estimate: 55%) to the proposed first-lien senior secured credit facilities, which include a $125 million revolving credit facility due in 2028, $500 million term loan due in 2030, and $75 million delayed-draw term loan due in 2030. S&P said, "The stable outlook reflects our expectation that IWS will continue to increase revenues with ongoing capacity expansion projects and price increases while maintaining at least adequate liquidity over the next 12-18 months. Assuming the proposed capital structure is put in place as we expect, the company would maintain S&P Global Ratings-adjusted weighted-average debt to EBITDA below 6.5x, which we view as commensurate with the rating." IWS, a privately held waste services company operating in the Northeast U.S., has announced a debt and equity recapitalization transaction with a proposed issuance of first-lien senior secured debt and proposed common equity investment by private equity firm Ares Management and co-investors. S&P said, "Following close of the transaction, we expect IWS' leverage to be high but improve over the next 12-18 months. We assess the proposed capital structure, if executed as planned, as highly leveraged, with S&P Global Ratings-adjusted debt to EBITDA above 6.5x at the end of 2023 but improving below 6.5x during 2024. We expect credit measures to gradually improve as capacity expansion projects underway come to fruition and an increased revenue base post tuck-in acquisitions allows for higher internalization rates and better operational efficiency. "Our financial risk profile assessment of highly leveraged also reflects private equity ownership. Pro forma for the recapitalization transaction, we expect IWS to be largely owned by two financial sponsors: Littlejohn & Co. and new incoming sponsor Ares. We do not anticipate material deleveraging soon given the expectation of aggressive financial policies we associate with financial sponsor ownership. We note the two sponsors have a communicated goal of maintaining prudent leverage and a robust liquidity profile." IWS' business risk profile is limited by its small revenue base, high regional concentration, and low disposal assets compared to larger operators. The company is a leading provider of collection, transfer and disposal services for municipal solid waste in the states of New York and New Jersey. It presently operates 25 depots, five material recovery facilities (MRF), 16 transfer stations, and a landfill with close to 20 years of permitted airspace life, which the company plans to increase to more than 50 years following an expansion in the medium term. An additional MRF is under construction as well as a new gondola offloading facility at the landfill, both targeted to begin operations in 2024. While the company has significantly expanded its revenue base over the years, it remains a small player with a smaller operational footprint than other vertically integrated peers that operate across similar regions such as Casella Waste Systems Inc. IWS' business risk profile benefits from favorable market dynamics, vertical integration, and its rail-connected landfill, while EBITDA margins remain lower than larger peers'. Underlying market dynamics in the Northeast U.S. such as growing population, municipal solid waste production per capita, and shrinking landfill capacity bode well for IWS' operations, with higher tipping fees. IWS' vertical integration and access to its rail-connected landfill in Ohio allow waste collected in this region to be transported efficiently and with quicker round-trip travel. As of June 2023, IWS internalized approximately 90% of its collected waste utilizing this waste-to-rail model. However, operational efficiency and EBITDA margins remain average because of relatively higher labor costs and unionization rates as well as lower disposal revenues, which generally entail higher margins in the U.S. S&P expects EBITDA margins to gradually improve within the mid- to high-teens percentage range in coming years on the back of more internalization and price optimization, but remaining below the margins of larger and national-level operators that benefit from greater economies of scale. S&P said, "The stable outlook on IWS reflects our expectation that the company will continue to increase revenues and earnings in the near term, resulting in an S&P Global Ratings-adjusted weighted-average debt to EBITDA below 6.5x. While we expect a higher ratio at transaction close, earnings growth on the back of recent acquisitions and expansion projects underway will improve leverage. We expect the company to generate free cash flow deficits until 2025 as a result of high capital spending, but anticipate it to maintain adequate liquidity supported by available cash (reflecting new sponsor equity funding at the time of the transaction) and revolver capacity. We also expect IWS to have a delayed-draw term loan in place to support growth. Despite financial-sponsor ownership, we have not factored large acquisitions or debt-funded shareholder rewards in our base-case scenario." S&P could consider taking a negative rating action on IWS if: -- There is a material drop in operating performance due to competitive pressures, operational disruptions within the company, cost overruns on growth projects, or a deep and prolonged recession that reduces earnings expectations; -- S&P Global Ratings-adjusted debt to EBITDA approaches 7x on a consistent basis with no clear prospects for recovery; and -- It cannot pass on volatile input costs, material loss of customer contracts, or large debt-financed capital outlays on acquisitions, growth projects, or debt-funded shareholder returns. S&P could consider taking a positive rating action on IWS if: -- S&P Global Ratings-adjusted debt to EBITDA drops below 5x on a sustained basis. This could occur if EBITDA is stronger than expected on the back of higher than expected volumes or EBITDA margins with continued internalization and tuck-in of recent acquisitions; -- S&P expects positive free operating cash flow on a sustained basis; and -- It has a track record of new ownership maintaining financial policies that support stronger credit measures. IQPACK LLC: Case Summary & 15 Unsecured Creditors ------------------------------------------------- Debtor: IQPack LLC 300 Missouri Avenue, Suite 101 Jeffersonville, IN 47130 Business Description: IQPack is engaged in providing packaging & supply chain consulting and the sale of packaging products & automation. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Southern District of Indiana Case No.: 23-90911 Debtor's Counsel: April A. Wimberg, Esq. DENTONS BINGHAM GREENEBAUM 3500 PNC Tower 101 South Fifth Street Louisville, KY 40202 Tel: (502) 587-3719 Email: april.wimberg@dentons.com Total Assets: $1,118,429 Total Liabilities: $2,399,672 The petition was signed by Kenny A. Rohleder as member/president. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7KHW64A/IQPack_LLC__insbke-23-90911__0001.0.pdf?mcid=tGE4TAMA IVANTI SOFTWARE: $545MM Bank Debt Trades at 29% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 70.9 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $545 million facility is a Term loan that is scheduled to mature on December 1, 2028. The amount is fully drawn and outstanding. Ivanti Software, Inc. provides information technology services. The Company offers IT asset management, security, endpoint, and supply chain solutions. IVCINYA COMPANY: Court OKs Cash Collateral Access Thru Oct 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Ivcinya Company, LLC to use cash collateral on an interim basis in accordance with the budget, through October 31, 2023 on the same terms set forth in the cash collateral order dated July 14, 2023. As previously reported by the Troubled Company Reporter, the Debtor's business was drastically impacted by the COVID-19 pandemic. Shipping of goods slowed down, and this trickled down to trucking businesses. Additionally, in June 2022, port workers requested raises and shippers refused. The port workers have since been threatening to strike. For fear of a strike, shippers have reduced routing to the Port of Los Angeles and routed instead to the East Coast rather than risk having cargo get stuck in the Port of Los Angeles. The Debtor previously did 100 loads per week, which has been reduced to the current 10-20 loads weekly. The case was filed so that the Debtor could obtain a breathing spell from collection efforts of its creditors and complete a financial reorganization via a structured payment plan that addresses each of its debts. The Debtor has determined to immediately reduce expenses by returning four vehicles (four will remain). Additionally, the Debtor has diversified its business by purchasing a 2022 Chevy Suburban and is working on obtaining requisite licensing to be able to provide high-end "black car" chauffeur services. The Debtor has a factoring agreement with TAFS, Inc. The Debtor also entered into an Economic Injury Disaster Loan with the U.S. Small Business Administration for $74,000 on July 22, 2020. The Debtor entered into a receivable purchase agreement with Specialty Capital LLC for $39,900 on April 28, 2023. Although the agreement is allegedly for the purchase of future receivables, the Debtor is investigating whether this transaction is a disguised loan. However, the UCC-1 Financing Statement was filed within the preference period and will be voided pursuant to 11 U.S.C. Section 547(b). The Debtor does not know the name of entity that holds the UCC-1 Financing Statement filed on June 29, 2023. The Debtor believes the continued and uninterrupted operation of the business is in the best interest of the estate and all its creditors. As adequate protection, any creditors holding secured claims were granted replacement liens, but the liens will be limited to the same validity, priority, and amount as used by the parties. A further hearing on the matter is set for October 31, 2023 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=vKjOmX from PacerMonitor.com. About Ivcinya Company, LLC Ivcinya Company, LLC is a trucking company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14313) on July 11, 2023. In the petition signed by Randy Johnson, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Neil W. Bason oversees the case. Matthew D. Resnik, Esq., at RHM LAW, LLP., represents the Debtor as legal counsel. J.A.R. CONCRETE: Unsecureds to Get $500K Under Plan --------------------------------------------------- J.A.R. Concrete, Inc., submitted a Plan and a Disclosure Statement dated September 8, 2023. General Unsecured Creditors' claims of $1,000 or more are classified in Class 21 of the Plan and will receive a distribution upon their allowed claims, to be distributed in ten bi-annual (twice yearly) payments commencing on the July 31 and January 31 of 2024 and 2025 respectively. The Final payment to Class 21 is scheduled for January 31 of 2029. Under the Plan, Class 21 General Unsecured Claims are impaired. General Unsecured Claims of $1,000 or more. These claims will 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 to December 31. Payments shall occur on July 31 and January 31 starting July 31, 2024. If 5% of sales turnout to be more than $50,000, the average shall be applied to the next installment(s), to bring them up to $50,000 if feasible. In addition, on the 31st of July 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. See the Cash Flow Projection at Disclosure Statement Exhibit "D." The Debtor J.A.R., will distribute all Plan payments. The sources of the Debtor's payments to creditors will be the following: a. Regular operations. b. Sales of heavy equipment and work vehicles. c. Payments to USFIC after its losses have been ascertained. The cash flow projection covers the five years of the Plan's duration and projects what J.A.R.'s income and expenses will be. The general unsecured creditors in this case are to be paid 3% of J.A.R.'s gross income, at intervals of six months each. Attorney for the Debtor: E.P. Bud Kirk, Esq. 600 Sunland Park Drive, Bldg. Four, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 E-mail: budkirk@aol.com A copy of the Disclosure Statement dated September 8, 2023, is available at https://tinyurl.ph/BIajI from PacerMonitor.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. JETASAP LLC: Unsecureds to Split $100K in Consensual Plan --------------------------------------------------------- JetASAP, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated September 12, 2023. The Debtor is a technology company that operates a mobile phone application providing its subscribers with tools to book chartered flights directly with over 700 charter operators. The amount of revenue that the Debtor will be able to generate, as well as the amount of the Debtor's expenses, will depend a great deal on whether the Court grants the Debtor's currently pending Motion for DIP Financing. If the Court grants the Motion for DIP Financing, then the Debtor will be in a position to invest in its business and generate greater revenues; but if the Motion for DIP Financing is denied, the Debtor's ability to generate revenues will be more limited. Class 1 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The Debtor proposes to pay Class 1 a pro rata portion of $100,000.00, which will be funded by the Capital Infusion Donor only in the event this Plan is confirmed consensually pursuant to Section 1191(a) of the Bankruptcy Code. Allowed Class 1 General Unsecured Claims shall their respective pro rata payments from the $100,000.00 capital infusion within 60 days after the Effective Date. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of Allowed Class 1 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The Debtor proposes to pay Class 1 a pro rata portion of its Disposable Income. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The initial estimated quarterly payment shall be $0.00; however, the Debtor may have Disposable Income during the life of the Plan depending on future business. Class 2 consists of any and all equity interests and warrants currently issued or authorized in the Debtor. This Plan will be funded in large part by the Capital Infusion Donor. After the occurrence of (i) payment of $100,000.00 by the Capital Infusion Donor to the Debtor for distribution to Class 1 Allowed General Unsecured Claims; and (ii) the entry of a Final Decree by the Court, Lisa Sayer shall transfer 64% percent of her membership interests in the Reorganized Debtor to the Capital Infusion Donor. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated September 12, 2023 is available at https://urlcurt.com/u?l=xTrIV3 from PacerMonitor.com at no charge. Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 E-mail: jeff@bransonlaw.com About JetASAP LLC JetASAP, LLC acts as a conduit between a charter customer and a certificated air carrier. It provides subscribers a full suite of services to manage every step of the searching and sourcing process. These tools include the JetRATE intelligent pricing tool that offers flyers insight into expected market pricing for any trip; the ability to submit trip requests to over 700 charter operators and receive live bookable quotes commission free; exclusive partner services at discounted rates such as Charter Flight Support's aircraft coverage and support when a booked aircraft becomes unavailable due to a mechanical; innovative search tools such as the JetSEARCH operator directory; and live operator availability, including empty legs and one way flight deals. JetASAP filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03019) on July 27, 2023, with $29,093 in assets and $3,498,814 in liabilities. Lisa Sayer, chief executive officer, signed the petition. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's legal counsel. JLK CONSTRUCTION: Court OKs Cash Collateral Access Thru April 2024 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri authorized JLK Construction, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance, through April 27, 2024. The Debtor requires the use of cash collateral to pay its operating and business expenses. As of the Petition Date, the Debtor was indebted to Nodaway Valley Bank, Newtek Small Business Finance, LLC and M&T Equipment Finance Corporation, f/k/a People's United Equipment Finance Corp. as secured creditors holding respective security interests in and liens upon the Debtor's assets. Subsequently, the collateral of M&T was liquidated and M&T was fully paid off on its claim in the estate. Therefore, M&T is no longer a creditor in the case. In addition, although the principal amount of the proof of claim filed by Nodaway has been paid off in full in accordance with the prior Order of the Court, Nodaway holds a secured claim for its fees allowed under 11 U.S.C. Section 506(b). The court said the Debtor's compensation of Jesse Kagarice will be limited to no more than $2,500 per week provided the Debtor has previously and timely made all payments to Newtek as required by the Order. If the Debtor fails to fully and timely make any payments to Newtek as required by the Order, then the Debtor will be prohibited from making any compensation payment to Jesse Kagarice until such as time as all payments to Newtek as required by the Order have been made. The Debtor will remit monthly adequate protection payments of $10,000 to Newtek due on the first calendar day of each month commencing in September 2023 and continuing through and including April, 2024. With respect to the payment due September 1, 2023, said payment will be due to Newtek within 7 days of entry of the Order. In addition to those funds, the Debtor will make an additional, one-time adequate protection payment to Newtek of $12,000 on September 15, 2023 or within seven days of entry of the Order should the Order be entered after September 10, 2023. As adequate protection, the Secured Creditors are granted Replacement Liens in all post-petition assets of the Debtor other than avoidance power actions and recoveries. The Replacement Liens granted to the Secured Creditors will have the same extent, validity and priority (and will be subject to the same defenses) as were their respective liens and security interests in prepetition collateral. The Replacement Liens provided will be deemed valid and perfected with such priority as provided in the Order, without any further notice or act by any party that may otherwise be required under any law. To the extent that the Replacement Liens and other protections supplied fail to provide adequate protection to the Secured Creditors, the Secured Creditors may be granted superpriority administrative expense claims to the extent that any Secured Creditor can demonstrate any actual diminution in value in its pre-petition collateral position in accordance with 11 U.S.C. Section 507(b). The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets and will continue to name as loss payees Nodaway Valley Bank and Newtek Small Business Finance, LLC. The Debtor's authorized use of cash collateral will immediately terminate upon the occurrence of any of the following events: a) April 27, 2024 (unless terminated earlier by Court order); b) Cessation of the Debtor's business operations; c) Insurance on the collateral expires or is terminated for reasons of the Debtor's fault; d) Entry of an order pursuant to 11 U.S.C. Section 363 approving the sale of substantially all of the Debtor's assets; e) The effective date of any plan of reorganization or plan of liquidation for the Debtor; f) Conversion of the Debtor's case to a case under Chapter 7 of the Bankruptcy Code or the appointment of a Chapter 11 Trustee both upon noticed motion; g) Entry of any order pursuant to 11 U.S.C. Section 364 authorizing the Debtor to obtain credit with a higher or equal priority than the liens held by or granted to any Secured Creditor; or h) The Debtor pays any compensation to Jesse Kagarice in any given month in which the Debtor fails to make timely payments to secured lenders as required by the Order. In addition, the Debtor's failure to file a plan of reorganization by November 15, 2023 will trigger automatic termination of cash collateral use by December 31, 2023. A copy of the order is available at https://urlcurt.com/u?l=ODzWez from PacerMonitor.com. About JLK Construction, LLC JLK Construction, LLC moves dirt, excavates dirt and does basic concrete flatwork. It is a union shop. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-50034) on February 13, 2023. In the petition signed by Jesse L. Kagarice, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Brian T. Fenimore oversees the case. Colin N. Gotham, Esq., at Evans and Mullinix, P.A., and Steven R. Fox, Esq., at The Fox Law Corp., Inc., represent the Debtor as legal counsel. Newtek Small Business Finance, LLC, as lender, is represented by Jonathan A. Margolies, Esq. JOHNSON & JOHNSON: Senate Committee Probes Bankruptcy Efforts ------------------------------------------------------------- Beasley Allen disclosed that Johnson & Johnson's discredited "Texas two-step" bankruptcy efforts came under fire on Sept. 19 from witnesses and members of the Senate Judiciary Committee chaired by Sen. Dick Durbin. Senators from both parties pushed back against claims by J&J lawyer Erik Haas that by creating a shell company and then putting it into bankruptcy, the company was seeking a "fair and equitable" resolution to thousands of consumer lawsuits alleging that its asbestos-laced talc products cause ovarian cancer and mesothelioma. When Haas asserted to Senators that most plaintiffs lose at trial, Sen. Josh Hawley reminded Haas that a jury in Sen. Hawley's home state of Missouri found J&J liable and awarded $4.69 billion dollars in damages. Eventually, the U.S. Supreme Court upheld a $2.2 billion damage award for 22 plaintiffs. Sen. Hawley told Haas, "Your company panics and what you do is you then decide, 'Oh my gosh, we can't possibly do this. We can't pay these plaintiffs this kind of money.' So, you then create a separate company for the sole purpose of declaring bankruptcy and making sure that tens of thousands of other plaintiffs get scraps." See the entire exchange here. "Americans saw today that J&J and other huge corporations will try virtually anything to avoid responsibility when their products cause massive amounts of harm and suffering," says Leigh O'Dell of the Beasley Allen law firm and co-chair of the plaintiffs steering committee in the talc multidistrict litigation in New Jersey federal court. "Plaintiffs with legitimate claims are united and determined to continue to seek justice." As plaintiffs await their day in court, they continue to speak out against J&J's abusive practices. Their comments, recorded on video, can be found here. In his remarks, Sen. Durbin gave voice to his view that an increasing number of major corporations are abusing the bankruptcy process. He noted: -- The Texas two-step allows large profitable corporations to "shirk responsibility for the damage their products have caused." -- It denies individuals their day in court. -- It encourages forum-shopping by corporations to take advantage of more favorable locations. -- It forces victims who may be suffering fatal progressive diseases to endure protracted bankruptcy proceedings, robbing them of "precious time." An appellate court and a bankruptcy judge have twice dismissed J&J's bankruptcy maneuvers, finding that they were filed in bad faith. After a long delay caused by the bankruptcy litigation, attorneys for plaintiffs are gearing up to renew trying their cases before juries. "J&J continues to pursue the lie that a majority of victims want to settle their cases in bankruptcy and continues to attempt to bully claimants into accepting woefully inadequate compensation for their injuries and loss," says Andy Birchfield of the Beasley Allen law firm, which represents thousands of women and families in litigation against Johnson & Johnson. "After the hearing, it's obvious that legislators from both parties are serious about protecting the rights of individuals to have their claims tried where they belong, before judges who are qualified to consider individual matters of right and wrong, and before juries of their peers." JSMITH CIVIL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: JSmith Civil, LLC PDBA BridgePoint Civil, LLC 3733 U.S. Highway 117 N Goldsboro, NC 27530 Business Description: The Debtor offers construction services. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Eastern District of North Carolina Case No.: 23-02734 Judge: Hon. Joseph N. Callaway Debtor's Counsel: Joseph Z. Frost, Esq. BUCKMILLER, BOYETTE & FROST, PLLC 4700 Six Forks Road, Suite 150 Raleigh, NC 27609 Tel: 919-296-5040 Fax: 919-890-0356 Email: jfrost@bbflawfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jeremy Smith as president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2TJHIKI/JSmith_Civil_LLC__ncebke-23-02734__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bridgepoint $559,484 Construction Services Attn: Manager, Agent, Officer 600 N. Duke Street Durham, NC 27701 2. BridgePoint General Contracting $559,484 Attn: Manager, Agent, Officer 600 N. Duke Street Durham, NC 27701 3. Bullington Construction Inc $189,042 Attn: Manager, Agent, Officer 164 American Drive Oakboro, NC 28129 4. Capital City Curb & Gutter, LLC $187,350 Attn: Manager, Agent, Officer 2607 Leighton Ridge Drive Wake Forest, NC 27587 5. Copperhead Cove Marine, Inc. $140,242 Attn: Manager, Agent, Officer 2971 Vicky Drive Dillon, SC 29536 6. David McConnell White $559,484 1520 Crenshaw Point Wake Forest, NC 27587 7. Eastern NC Underground Inc $194,072 Attn: Manager, Agent, Officer 96 Red Angus Drive Smithfield, NC 27577 8. Ferguson Enterprises $128,183 Attn: Manager, Agent, Officer PO Box 100289 Atlanta, GA 30384-0286 9. First Citizens Bank $131,265 Attn: Manager, Agent, Officer PO Box 63068 Charlotte, NC 28263-3068 10. Fulcher Electric of Fayetteville $155,154 Attn: Manager, Agent, Officer PO Box 2799 Fayetteville, NC 28302 11. Gomez & Sons Construction, LLC $204,825 Attn: Manager, Agent, Officer 375 Madison Avenue Princeton, NC 27569 12. Martin Marietta $153,369 Attn: Manager, Agent, Officer PO Box 935043 Atlanta, GA 31193-5043 13. Oldcastle Precast Inc. $1,435,824 Attn: Manager, Agent, Officer PO Box 402721 Atlanta, GA 30384-2721 14. Ruston Paving Company, Inc. $201,976 Attn: Manager, Agent, Officer 3874 South Alston Ave, Ste. 101 Durham, NC 27713 15. S.T. Wooten Corporation $246,537 Attn: Manager, Agent, Officer PO Box 2408 Wilson, NC 27893 16. Shelley McPhatter $559,484 1520 Crenshaw Point Wake Forest, NC 27587 17. Smith-Rowe, LLC $178,959 Attn: Manager, Agent, Officer 639 Old US 52 South Mount Airy, NC 27030 18. Synergi Partners Inc. $279,964 Attn: Manager, Agent, Officer PO Box 5599 Florence, SC 29502-5599 19. Vertical Walls, Inc. $331,887 Attn: Manager, Agent, Officer 710 W. Lane Street Raleigh, NC 27603 20. Vortex Drainage Systems, LLC $727,490 Attn: Manager, Agent, Officer 1113 Fairview Street Durham, NC 27707 LONE WOLF: Court OKs Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Lone Wolf Equipment Rental Inc. and Blacklight Detail, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor requires the use of the cash collateral of John Deere, Wells Fargo Vendor Financial Services, and other lenders holding pre-petition UCC-1 Financing Statements on file with the Texas Secretary of State, in order to continue its ordinary course business operations and to maintain the value of its bankruptcy estate. As adequate protection, the Secured Parties are granted replacement liens encumbering all property of the Debtor's estate, including all property and accounts receivable, acquired or generated by the Debtor after the Petition Date to the same extent, validity, and priority to which its liens attached prior to the Petition Date. The Replacement Liens will be deemed automatically valid and perfected with such priority as provided in the Order without any further notice or act by any party that may otherwise be required under any other law. Additionally, the Debtor will make weekly adequate protection payments to John Deere of $1,163 and Wells Fargo of $101 beginning September 18, 2023 with like payments due the same successive day of each week. The Debtor must maintain full coverage [at replacement cost] insurance on each piece of property held by the debtor. Should the Debtor not maintain the weekly payments or insurance use of cash collateral will be revoked. The replacement liens in cash collateral are subject in all respects to the Carve-Out in an amount equal to the sum of (i) all fees required to be paid to the Clerk of Court; (ii) all reasonable fees, costs, and expenses up to $3,000 incurred by a trustee under 11 U.S.C. Section 726(b); (iii) to the extent allowed by the Court on an interim or final basis at any time, all unpaid fees, costs, and expenses of the Subchapter V Trustee; and (iv) ) to the extent allowed by the Court on an interim or final basis at any time, all unpaid fees, costs, and expenses of the professionals retained by the Debtor under Section 327 of the Bankruptcy Code. A copy of the order is available at https://urlcurt.com/u?l=cuJGlm from PacerMonitor.com. About Lone Wolf Equipment Rental Inc. Lone Wolf Equipment Rental Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33015) on August 7, 2023. In the petition signed by Chrasaun D Johnson, president, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. Susan Tran Adams, Esq., at TRAN SINGH, LLP, represents the Debtor as legal counsel. LUCAS MACYSZYN: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Lucas, Macyszyn & Dyer, PLLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. As previously reported by the Troubled Company Reporter, the Debtor's primary secured creditor is Cogent Bank in connection with a line of credit with a principal balance of approximately $681,837. Cogent filed a UCC financing statement asserting a security interest in, among other things, all inventory, equipment, accounts and accounts receivable. Cogent also holds a second secured claim in the approximate amount of $615,602 in connection with a term loan. Cogent filed a UCC financing statement asserting a security interest in, among other things, all inventory, equipment, accounts and accounts receivable. Cogent further holds a third secured claim in the approximate amount of $450,000 in connection with a second term loan. Cogent filed a UCC financing statement asserting a security interest in, among other things, all inventory, equipment, accounts and accounts receivable. As of the Petition Date, the Debtor's cash on hand ($728,052) and accounts receivable ($152,502) totaled approximately $880,553. As adequate protection with respect to Cogent's interests in the cash collateral, Cogent is granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A further hearing on the matter is set for October 19, 2023 at 10:30 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=XxftcK from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, amounting to $1.654 million for three months. About Lucas, Macyszyn & Dyer Law Firm, PLLC Lucas, Macyszyn & Dyer Law Firm, PLLC is a law firm that handles car accidents, truck accidents, motorcycle accidents and slip and fall injury cases. The Debtor sought protection under Chapter 11 of thte U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03944) on September 8, 2023. In the petition signed by Jeffrey Lucas, Manager of Jeff Lucas PLLC, member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Catherine Peek McEwen oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP, represents the Debtor as legal counsel. LUCENA DAIRY: Court OKs Cash Collateral Access Thru Sept 27 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Lucena Dairy Inc. to use cash collateral on an interim basis in accordance with the budget, through September 27, 2023. Condado 4 LLC holds a pre-petition security interest over the cash collateral. As of the Petition Date Debtor has estimated Condado's claims in the approximate amount of $11 million. Condado's collateral from the Debtor is valued at approximately $1.2 million. Condado also has liens over the real property that the Debtor leases from Debtor's shareholders. To the extent of any diminution in the value of the Prepetition Secured Party's respective interests in their collateral (including cash collateral) from the Petition Date arising from the use, sale, or lease of such collateral or the imposition of the automatic: stay, such Prepetition Secured Party is granted (i) replacement liens of the same priority on the same assets that serve as preparation collateral of the Debtors and (ii) direct the Debtor to make a payment as additional adequate protection to the Prepetition Secured Creditor in the amount of $10,000, per month, upon entry of the Final Order. The Order will not constitute a finding as to the validity or perfection of any pre-petition lien. For all adequate protection and stay relief purposes throughout the Chapter 11 Cases, the Prepetition Secured Parties will be deemed to have requested relief from the automatic stay and adequate protection as of the Petition Date. A hearing to consider the permanent use of cash collateral is set for September 26, 2023 at 9:30 a.m. via Microsoft Teams Video and Audio Conferencing. A copy of the court's order and the Debtor's is available at https://urlcurt.com/u?l=OSOTSP from PacerMonitor.com. The Debtor projects $45,360 in total period collection and $40,972 in total period disbursements for 15 days. About Lucena Dairy Inc. Lucena Dairy Inc. is engaged in the production of cows' milk and other dairy products and in raising dairy heifer replacements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8, 2023. In the petition signed by Jorge Lucena Betancourt, president, the Debtor disclosed $1,905,560 in assets and $11,464,130 in liabilities. Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents the Debtor as legal counsel. LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 30% Discount --------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 69.8 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $5 billion facility is a Term loan that is scheduled to mature on March 15, 2027. About $3.92 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUNA DAIRY: Court OKs Cash Collateral Access Thru Sept 27 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Puerto Rico authorized Lucena Dairy Inc. to use cash collateral on an interim basis in accordance with the budget, through September 27, 2023. The Debtor requested the use of $43,668 collected from the sale of milk to Vaqueria Tres Monjitas Inc. Condado 4 LLC holds a pre-petition security interest over the cash collateral. As of the Petition Date Debtor has estimated Condado's claims in the approximate amount of $11 million. Condado's collateral from the Debtor is valued at approximately $3.3 million. Condado also has liens over the real property that the Debtor leases from Debtor's shareholders. To the extent of any diminution in the value of the Prepetition Secured Party's respective interests in their collateral (including cash collateral) from the Petition Date arising from the use, sale, or lease of such collateral or the imposition of the automatic: stay, such Prepetition Secured Party is granted (i) replacement liens of the same priority on the same assets that serve as preparation collateral of the Debtors and (ii) direct the Debtor to make a payment as additional adequate protection to the Prepetition Secured Creditor in the amount of $10,000, per month, upon entry of the Final Order. The Order will not constitute a finding as to the validity or perfection of any pre-petition lien. For all adequate protection and stay relief purposes throughout the Chapter 11 Cases, the Prepetition Secured Parties will be deemed to have requested relief from the automatic stay and adequate protection as of the Petition Date. A hearing to consider the permanent use of cash collateral is set for September 26, 2023 at 9:30 a.m. via Microsoft Teams Video and Audio Conferencing. A copy of the court's order and the Debtor's is available at https://urlcurt.com/u?l=R7m8Gt from PacerMonitor.com. The Debtor projects $43,668 in total period collection and $41,579 in total period disbursements for 15 days. About Lucena Dairy Inc. Luna Dairy Inc. is engaged in the production of cows' milk and other dairy products and in raising dairy heifer replacements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02837) on September 9, 2023. In the petition signed by Jorge Lucena Betancourt, president, the Debtor disclosed $4,102,639 in assets and $11,316,130 in liabilities. Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres, Esq., at C. Conde & Associates, represents the Debtor as legal counsel. MAD SCIENCE: Court OKs Cash Collateral Access Thru Sept 25 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Mad Science Machining, LLC to use cash collateral on an interim basis, in accordance with the budget, through September 25, 2023. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral for payroll, maintain equipment leases, inventory purchases, office rent, purchase of supplies/tooling and other general operating expenses, in accordance with the budget, with a 5% variance. A search in the Texas Secretary of State shows that allegedly secured positions is held by (1) Stearns Bank; (2) Stearns Bank; (3) Stearns Bank; (4) Unknown Creditor; (5) U.S. Small Business Administration (SBA); (6) Gateway Commercial Finance; (7) Unknown Creditor; (8) Everest Business Funding; (9) Spartan Capital and (10) Unknown Creditor. As adequate protection, the creditors are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent, validity, and priority they possessed as of the Petition Date. The Debtor will maintain appropriate insurance on all tangible assets of the estate and shall provide written evidence of same to the United States Trustee, no later than September 30. A final hearing on the matter is set for September 25 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=nXySgB from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=5prtnk from PacerMonitor.com. The Debtor projects $165,000 in total income and $102,467 in total operating expenses for 30 days. About MSS Inc. MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In the petition signed by Matthew Filzen, vice president/chief operations officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. MAX US BIDCO: S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned a 'B' issuer credit rating to the new parent company and issuer, Max US Bidco Inc. S&P assigned a 'B' issue-level rating to the company's proposed $750 million first-lien credit facilities and '3' recovery rating, reflecting its expectation for a meaningful recovery (50%-70%; rounded estimate: 55%) in the event of a default. The stable outlook reflects S&P's expectation for leverage sustained under 7x over the next 12 months. The 'B' rating reflects S&P's expectation of pro forma leverage of about 6.2x, which is below our 7x threshold for the rating. On Aug. 22, 2023, PAI Partners signed a definitive agreement to acquire JHW Alphia Topco Inc., the parent company of JHW Alphia Holdings Inc. (Alphia) for approximately $1.4 billion. The purchase price represents about 10.7x company-reported EBITDA for the 12-months ended June 30, 2023. As a result of the transaction, Max US Bidco Inc. will become the new parent company of JHW Alphia Holdings Inc. The acquisition will be funded by a new $640 million first-lien term loan due 2030 and a $770 million common equity contribution by financial sponsor PAI Partners VIII and affiliates. Max US Bidco Inc. will be the borrower of the credit facilities, which will also include a new $110 million first-lien revolver due in 2028 that is not expected to be drawn at close. S&P estimates S&P Global Ratings-adjusted pro forma leverage of about 6.2x, compared to about 4.1x prior to the transaction. Despite the higher leverage, it expects the company will sustain leverage below its 7x downside threshold for the rating. While the company recently experienced softer-than-expected demand, S&P believes it will benefit from favorable industry dynamics in the near term. Alphia's sales in the first half of fiscal 2023 declined about 5.8% compared to the same prior year period, including a 12.9% decline in the second quarter ended June 30, 2023. The decline was driven by more normalized retailer purchasing patterns due to inventory management initiatives at retailers and Alphia's customers. The super-premium segment, the company's largest product segment, experienced demand softness due to a lack of promotional activity and new product launches. S&P said, "We expect the company to realize benefits of the new business onboarding in the back half of 2023. Due to a weaker-than-expected first half of 2023, we now expect flat to low-single-digit percent sales growth in fiscal 2023. We forecast Alphia's sales growth will be in the high-single-digit percent to low-double-digit percent area in 2024 due to higher volumes from new contracts." S&P said, "We believe Alphia will benefit from favorable industry dynamics in the near term. We expect industry consolidation will result in about one billion pounds of discontinued production over the next three years. Alphia purchased new equipment for production that it has yet to fulfill. We believe having the equipment and well-established relationships with large, leading pet food brands and retailers will result in meaningful market share gains. Alphia has nationwide manufacturing and distribution capabilities to service leading branded and private-label pet food customers." S&P expects the company will sustain positive free operating cash flow (FOCF) generation. Alphia generated approximately $22 million of FOCF during the first half of fiscal 2023, compared to about $65 million of operating cash use during the same prior year period. The company is realizing the benefits of its new enterprise resource planning (ERP) system, which improved its cost visualization, allowing it to better manage its procurement strategy and production costs. S&P said, "We expect moderating commodity and other input cost inflation, portfolio rationalization, and the realization of operating efficiencies will also boost profits. Despite recent demand softness, its gross profit margin improved by 630 basis points (bps) to 15.7% in the first half of fiscal 2023. We expect Alphia to sustain its improved profitability and generate S&P Global Ratings-adjusted EBITDA margins in the low-double-digit percent area, compared to its historical high-single-digit percent EBITA margins. We believe Alphia's improved profitability will help it sustain healthy levels of FOCF, despite increased capital expenditures (capex) to support capacity expansion over the near term. We forecast the company will generate FOCF in the $25 million-$40 million range during fiscal 2023-2025. Nonetheless, Alphia has a high fixed cost structure due to its manufacturing footprint, which could pressure cash flow during volume downturns." Financial sponsor ownership and acquisition strategy will likely keep S&P Global Ratings-adjusted debt to EBITDA over 5x. S&P said, "We forecast S&P Global Ratings-adjusted leverage will decline from 6.2x pro forma for the PAI Partners acquisition to about 5x by the end of fiscal year 2024, driven by revenue growth from new customer contracts, moderating inflation, sustained improvements in profitably, and operating leverage. Nonetheless, the company has a history of being highly acquisitive, which has resulted in sustained leverage over 5x. We believe the company's acquisition strategy and its financial sponsor ownership may prevent S&P Global Ratings-adjusted leverage from being sustained below 5x over the longer term. We expect Alphia and its financial sponsor to prioritize investment in the business to expand capacity, capabilities, and products offering. We believe they will use excess cash flow and debt capacity to support acquisitions and possibly shareholder distributions." The stable outlook reflects S&P's expectation for leverage sustained under 7x over the next 12 months. S&P could lower its ratings on Alphia if the company sustains leverage above 7x. This could occur if the company: -- Adopts more aggressive financial policies, including funding large, debt-financed acquisitions or dividends; or -- Experiences volume declines due to lower consumer demand or the loss of market share; or -- Suffers operating issues that cause earnings and cash flow to deteriorate. Although unlikely over the next 12 months, S&P could raise its ratings if the company: -- Continues to generate organic revenue and earnings growth; and -- Commits to more conservative financial policies such that it sustains S&P Global Ratings-adjusted leverage below 5x. MCDERMOTT INT'L: Davis Polk Advises Lenders on TSA, Financing ------------------------------------------------------------- Davis Polk is advising an ad hoc group of crossover lenders of McDermott International, Ltd. in connection with the filing of a U.K. restructuring and Dutch reorganization process and a $475 million financing. On September 8, 2023, the ad hoc group and various other lenders to McDermott, including a steering committee of financial institutions, entered into a transaction support agreement (TSA) to support U.K. and Dutch reorganization proceedings that will, among other things, extend the maturities of the company's existing letter of credit and term loan facilities. The TSA received substantial support from holders of each of the company's tranches of debt. Also on September 8, McDermott engaged in a financing transaction consisting of a $250 million new money term loan provided by certain members of the ad hoc group, which will be supported by approximately $225 million of letters of credit and commitments from existing lenders, including members of the ad hoc group. Following the signing of the TSA and closing of the financing transaction, McDermott launched a practice statement letter for the U.K. restructuring proceedings and a start declaration in respect of the Dutch restructuring proceedings. McDermott is a fully integrated provider of engineering, procurement, construction and installation and technology solutions to the energy industry. McDermott's proprietary technologies and services are utilized for offshore, subsea, power, liquefied natural gas and downstream energy projects around the world. Its customers include national, major integrated and other oil and gas companies and producers of petrochemicals and electric power. In 2020, McDermott filed for, and emerged from, chapter 11 proceedings in the United States in which Davis Polk represented an ad hoc group of creditors of McDermott. The Davis Polk restructuring team includes partners Damian S. Schaible and Natasha Tsiouris, counsel Jonah A. Peppiatt and associate Jarret Erickson. The finance team includes partner Christian Fischer, counsel Bernard Tsepelman and associates Theodore N. Batis. The litigation team includes partner Frances E. Bivens. Partners Lucy W. Farr and Dominic Foulkes provided tax advice. Members of the Davis Polk team are based in the New York and London offices. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About McDermott International Headquartered in Houston, Texas, McDermott (MDR) -- http://www.mcdermott.com/-- is a provider of engineering, procurement, construction and installation and technology solutions to the energy industry. Its common stock was listed on the New York Stock Exchange under the trading symbol MDR. As of Sept. 30, 2019, McDermott had $8.75 billion in total assets, $9.86 billion in total liabilities, $271 million in redeemable preferred stock, and a total stockholders' deficit of $1.38 billion. On Jan. 21, 2020, McDermott International announced that it has the support of more than two-thirds of all its funded debt creditors for a restructuring transaction that will equitize nearly all the Company's funded debt, eliminating over $4.6 billion of debt. McDermott solicited votes from its lenders and bondholders in support of a prepackaged Chapter 11 Plan of Reorganization and commenced the prepackaged Chapter 11 later in the day, on Jan. 21, 2020 in the U.S. Bankruptcy Court for the Southern District of Texas. McDermott International and 224 affiliates on Jan. 21 and 22, 2020, filed Chapter 11 bankruptcy petitions (Bankr. Lead Case No. 20-303360). The Hon. Marvin Isgur was the case judge. The Debtors tapped Kirkland & Ellis LLP (New York) as general bankruptcy counsel; Jackson Walker L.L.P. as local counsel; Alixpartners, LLP as restructuring advisor; AP Services, LLC as operational advisor; Arias, Fabrega & Fabrega as Panamanian counsel; and Baker Botts L.L.P. as corporate counsel. Prime Clerk is the claims agent, maintaining the page https://cases.primeclerk.com/mcdermott PJT Partners is serving as financial advisor for an ad hoc group of McDermott's lenders and equity holders and Davis Polk & Wardwell LLP, Weil, Gotshal & Manges and Loyens & Loeff are serving as the ad hoc group's legal counsel. FTI Consulting is serving as financing advisor for the steering committee of McDermott's bank lenders, and Linklaters LLP and Bracewell LLP are serving as the steering committee's legal counsel. MERIDIEN ENERGY: October 25 Hearing on Plan and Disclosures ----------------------------------------------------------- Judge Keith L. Phillips has entered an order approving Meridien Energy, LLC's Disclosure Statement on a conditional basis, reserving the rights of all creditors and parties in interest to object to final approval of the Disclosure Statement as provided in this Order. A hearing to consider confirmation of the Plan and final approval of the Disclosure Statement will commence on October 25, 2023 at 1:00 p.m., prevailing Eastern Time, in the United States Bankruptcy Court for the Eastern District of Virginia, U.S. Bankruptcy Court, 701 E. Broad St., Room 5100, Richmond, VA 23219. The deadline to file and serve objections to the confirmation of the Plan and final approval of the Disclosure Statement will be 5:00 PM (prevailing Eastern Time) on October 9, 2023, unless such deadline is otherwise extended by the Debtor in its sole discretion. Any objections or responses to entry of a final order approving the Disclosure Statement and/or confirming the Plan must be filed with the Court on or before the Confirmation Objection Deadline and served in a manner so that they are actually received on or before the Confirmation Objection Deadline. The Debtor must be allowed to file a brief in support of confirmation of the Plan and final approval of the Disclosure Statement, which may include an omnibus reply to any timely-filed objections, on or before October 20, 2023. The Debtor must cause a report of the Ballots received to be filed on or before October 20, 2023. The deadline for casting a Ballot to accept or reject will be October 16, 2023 at 5:00 PM (prevailing Eastern time). Consistent with section 1126 of the Bankruptcy Code and Bankruptcy Rule 3017(d), Solicitation Packages shall not be distributed to holders of claims in the Non-Voting Classes (i.e., Classes 4 and 5), provided, however, that members of Classes 4 and 5 must receive the Non-Voting Status Notice and the Confirmation Hearing Notice. Counsel for the Debtor: 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 Counsel to MarkWest Liberty Midstream and Resources, L.L.C.: James K. Donaldson, Esq. WOODS ROGERS VANDEVENTER BLACK, PLC Riverfront Plaza – West Tower, 901 East Byrd Street, Suite 1600 Richmond, VA 23219 Tel: (804) 343-5028 E-mail: jed.donaldson@wrvblaw.com - and - Steven D. Jerome, Esq. Molly J. Kjartanson, Esq. SNELL & WILMER, LLP One East Washington Street, Suite 2700 Phoenix, AZ 85004 Tel: (602) 382-6000 Fax: (602) 382-6070 E-mail: sjerome@swlaw.com mkjartanson@swlaw.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. MICKEYS SPORTS: Unsecureds Will Get 10% of Claims over 60 Months ---------------------------------------------------------------- Mickeys Sports Bar and Grill, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a Plan of Reorganization under Subchapter V. The Debtor owns and operates a bar and grill known as Mickeys Sports Bar and Grill. The Debtor's revenue declined during the COVID-19 pandemic, which led to the Debtor's inability to fully service its debt and ultimately the filing of this case. The Debtor was unable to maintain operations without bankruptcy protection due to the negative cash flow caused by payment of mounting debt obligations and theft from prior employees, which ultimately lead to the filing of this case. According to the Debtor's Schedules filed in this Case, the Debtor's liabilities (excluding Administrative Expense Claims) totaled $454,211.85 as of the Petition Date. The Debtor scheduled total non-priority Unsecured Claims of $49,111.84. Under this Plan, all Secured Creditors will receive payment of 100% of their Allowed Claims, and Unsecured Creditors will receive 10% of their Claims. Class 6 consists of Allowed General Unsecured Claims: Class 6 Claimants shall be paid 10% of their Claims over 60 months from the Effective Date, without interest. These Claims will be paid in equal monthly installments commencing on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter. These Claims are Impaired, and the holders of these Claims are entitled to vote to accept or reject the Plan. Class 7 Equity Interests shall be retained. The Debtor intends to make all payments required under the Plan from available cash and income from the business operations of the Debtor. A full-text copy of the Plan of Reorganization dated September 12, 2023 is available at https://urlcurt.com/u?l=NZZtmO from PacerMonitor.com at no charge. Attorneys for Debtor: Joyce W. Lindauer, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Mickeys Sports Bar and Grill Mickeys Sports Bar and Grill, LLC, owns and operates a bar and grill known as Mickeys Sports Bar and Grill. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 23-31228) on June 12, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Michelle V. Larson oversees the case. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. MSS INC: Wins Cash Collateral Access ------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized SS. Inc. d/b/a MSS-Ortiz Electrical Services to use cash collateral on an interim basis, in accordance with the budget, with a 10% variance. Prepetition, the Debtor incurred the following indebtedness in connection with the financing of its business operations: A. Truist Loan (Loan No. 0497). The Debtor, on February 23, 2018, executed and delivered to SUNTRUST BANK, predecessor-in-interest to TRUIST BANK a Promissory Note in the original principal amount of $150,000. The security interest in the Truist Collateral was perfected by the filing of a UCC-1 Financing Statement with the North Carolina Secretary of State, File No. 2018 00174966A. The Debtor paid, in full, the outstanding balance owed to Truist under the Truist Loan, from the proceeds generated by the FNB Loan. As a result, and on the Petition Date, there were no amounts due and owing by the Debtor pursuant to the Truist Loan. B. First National Loan (Loan No. 2786). Prepetition, the Debtor and other coobligors, executed and delivered to FIRST NATIONAL BANK OF PENNSYLVANIA, a Promissory Note dated July 26, 2023, in the original principal amount of $450,000, the principal amount of which was due and payable on January 26, 2025, with regularly monthly payments of accrued interest, at a rate equal to 8.25% per annum, and payable monthly commencing on August 26, 2023. Repayment and performance of the FNB Note was secured by a security interest, granted under a Security Agreement. The security interest of FNB, in the FNB Collateral, was perfected by the UCC Financing Statement filed with the North Carolina Secretary of State on August 15, 2023, File No. 20230102499C. A portion of the proceeds of the FNB Loan were used to satisfy, in full, the existing obligation evidenced by the Truist Loan. The outstanding balance of the FNB Loan, as of August 14, 2023, was $431,504. C. McCorkle Loan. The Debtor executed and delivered to TOMMY JOE MCCORKLE, a Promissory Note dated March 8, 2023, in the original principal amount of $500,000, with interest accruing thereon at a rate equal to 2% per annum and payable on demand. Repayment of the McCorkle Note was secured by a Security Agreement, which granted McCorkle a security interest in personal property collateral. The security interest in the McCorkle Loan Collateral was perfected by the filing of a UCC Financing Statement with the North Carolina Secretary of State. The Debtor will pay, as adequate protection, $3,500 to First National Bank of Pennsylvania in exchange for the interim use of cash collateral under the Order. It will be a default thereunder for any one or more of the following to occur: (a) the Debtor fails to comply with any terms or conditions of the Order; or (b) the Debtor uses cash collateral other than as permitted in the Order. A further hearing on the matter is set for October 11, 2023 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=9UY4E5 from PacerMonitor.com. The Debtor projects $341,000 in total income and $333,673 in total operating expenses for the period from September 13 to October 13, 2023. About MSS Inc. MSS. Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on August 28, 2023. In the petition signed by Matthew Filzen, vice president/chief operations officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, represents the Debtor as legal counsel. NAUTICAL MARINE: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Nautical Marine Enterprises, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, retroactive to August 14, 2023. Northpoint Commercial Finance LLC, Centennial Bank, U.S. Small Business Administration, and Wells Fargo Bank, N.A. assert an interest in the Debtor's cash collateral. The Debtor is directed to notify Northpoint Commercial Finance, LLC or Wells Fargo Bank, N.A. within 24 hours of the sale of any of their respective floor-planned inventory. As adequate protection for the use of cash collateral, the Secured Creditors are granted perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their prepetition liens, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors. A continued hearing on the matter is set for September 28 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=rUwi8d from PacerMonitor.com. About Nautical Marine Enterprises, LLC Nautical Marine Enterprises, LLC provides boat engine repair, boat upholstery, fiberglass repair, and boat trailer repair services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03490) on August 14, 2023. In the petition signed by Francisco Ferrer, Jr., manager, the Debtor disclosed $1,031,820 in total assets and $1,383,423 in total liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., represents the Debtor as legal counsel. NB COMMONS: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------ NB Commons, LLC asks the U.S. Bankruptcy Court for the Eastern District of Washington for authority to use the cash collateral of of Greyhawk SSOF Ruckus Lender, LLC and obtain adequate protection. The use of cash collateral will allow the Debtor to preserve, maintain and operate its property that produces cash collateral in the form of monthly rent payments; timely and fully pay its property management team, utilities, taxes, and other operating expenses so as to permit it to continue its ordinary course operations and to maintain its ongoing business for the benefit of its estate and creditors. The Debtor owns and operates a student-housing apartment project commonly known as The Ruckus, located at 1920 Terre View Drive & 1405 NE Merman Drive in Pullman, Washington. An appraisal prepared in November 2022 by CBRE, the only evidence of value before the Court, values the Property at $62.6 million. The Property secures financing in an original principal amount of $41 million. The Loan matured in November 2022. In late January 2023, Dornin Investment Group acquired the Loan and assigned it to Greyhawk SSOF Ruckus Lender, LLC. Greyhawk asserts a first-position and properly perfected security interest in the real property and improvements comprising the Property, all leases of units in the Property, and all income generated from such leases. The Debtor has been without any operating funds since at least February 2023, as all rents from the Property have been paid to and retained by Greyhawk. The Debtor therefore requires immediate access to liquidity to ensure that it is able to continue operating its business during the Chapter 11 Case, preserve the value of its estate for the benefit of all parties in interest, and pursue confirmation and consummation of a plan of reorganization. Greyhawk's interests in the cash collateral are adequately protected by virtue of the equity cushion Greyhawk enjoys in the Property, and the Debtor's adherence to the Interim Budget, which will govern cash outflows to those necessary to enable the Debtor to continue operating in the ordinary course, thereby preserving the Debtor's going concern value for the benefit of the Debtor's estate and all stakeholders. Adequate protection to be provided to Greyhawk for use of cash collateral includes: (a) The equity cushion Greyhawk enjoys in its collateral of approximately $20 million and a loan-to-value ratio of approximately 69%; (b) A lien on leases entered into following the Petition Date; (c) Maintenance and operation of the Property; (d) Maintenance of insurance on the Property; and (e) To the extent of any diminution in value of the Property due to cash collateral use which is not otherwise protected by other components of adequate protection, Greyhawk will retain its rights under 11 U.S.C. Section 507(b). Pursuant to 11 U.S.C. Sections 361 and 363, the Debtor proposes to provide adequate protection of Greyhawk's interests asserted in its cash collateral by granting it a replacement lien in all leases the Debtor enters into following the Petition Date, and all Rents therefrom, including all proceeds of the Postpetition Collateral, subject only to a carveout for the payment of (i) allowed fees and expenses of professionals whose appointment and compensation has been approved by the Court, and (ii) payment of fees under 28 U.S.C. Section 1930. The Replacement Liens will additionally secure any diminution in the value of Greyhawk's interests in prepetition collateral as a result of the Debtor's use of cash collateral. The Debtor will continue to maintain insurance on its assets, including such prepetition collateral of Greyhawk, the same existing as of the Petition Date. Under 11 U.S.C. section 507(b) of the Bankruptcy Code, all obligations subject to the Replacement Liens have priority in payment over all other administrative expenses of the estate, to the extent that the Replacement Liens are insufficient to compensate Greyhawk for any diminution in the value of its interests as a result of the Debtor's use of cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=uefzLv from PacerMonitor.com. About NB Commons, LLC NB Commons, LLC dba The Ruckus Student Living is a housing community in Pullman with an outdoor pool and indoor pool and spa that are open 24/7. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 23-01053) on August 23, 2023. John D. Munding, Esq., at Munding, P.S. represents the Debtor as legal counsel. NCR ATLEOS: Moody's Rates Proposed $1.05-Bil. Secured Notes 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to NCR Atleos LLC's proposed $1,050 million senior secured notes due 2030, being used as part of the company's spin-off from NCR Corporation. There are no changes to the recently assigned B2 corporate family rating, B2-PD probability of default rating, or B2 senior secured bank credit facility rating, or to the positive outlook. Proceeds from the notes and the previously launched senior secured term loans, totaling $2,935 million of funded debt, will be used, net of transaction costs, to make a distribution to NCR Corporation, from which NCR Atleos is separating in the fourth quarter of this year. NCR Corporation will use the proceeds, along with incurrence of other debt, to repay its 5.75% $500 million senior notes due 2027, its 6.125% $500 million senior notes due 2029, and all outstanding loans under its existing senior secured credit facility, with about $2,155 million outstanding at June 30, 2023. RATINGS RATIONALE The B2 CFR reflects NCR Atleos' solid market position and scale, balanced against moderately high leverage, initial expectation of modest cash flow generation relative to the adjusted debt load, and near-term muted growth given currency headwinds and the transition into larger ATM-as-a-Service (ATMaaS) revenue streams which come with lower upfront revenue realization. While Moody's expect cash to continue to be a prevalent form of payment globally, the company is nonetheless exposed to a potential acceleration in the shift towards cashless payments that many countries are promoting. Governance was a key driver of the rating assignment given the company's moderately high leverage and plans to pay a regular dividend. The positive outlook reflects expectations that the company will maintain debt-to-EBITDA (Moody's-adjusted) near the low 4x range in the next 12-18 months and that (cash flow from operations minus capex)-to-debt will approach 4-5% once one-time costs connected to the spin transaction from NCR Corporation are lapped. The company enjoys a strong position in the ATM industry with an estimated 25% command of the global installed base of ATMs, considering the approximately 800,000 ATMs that NCR Atleos owns, manages, or services, out of about 3 million total ATMs in operation in the world. Additionally, the company has been a ship-share leader for ATMs in the last few years and performed well in terms of deliveries and service levels despite the challenging supply chain obstacles of the past two years. At the same time, the credit profile exhibits moderately high leverage with debt-to-EBITDA (Moody's-adjusted) of about 4.6x at the LTM ending March 31, 2023, pro forma for the expected $150 million contribution to the company's pension. Moody's expects debt-to-EBITDA to improve to the low-4x range at year end 2023, as EBITDA grows from declines in material input costs and freight inflation, and the company achieves greater efficiency from its maintenance operations. Despite the expectation that debt-to-EBITDA will improve, initially modest cash flows relative to debt place the company more in line with B2 companies in the Moody's rated payments space. Moody's expects NCR Atleos to generate free cash flow-to-debt of about 2% at year-end 2024, which is inclusive of an anticipated $48 million dividend to commence in fiscal 2024. That being said, near term cash flows are constrained by one-time costs connected with the transaction to spin-off from NCR Corporation, and the free cash flow profile is expected to improve, especially in 2025. The transition towards ATMaaS in the company's Self-Service Banking segment is a positive development, since it will expand the revenue opportunity as it enables the company to provide more services beyond the traditional hardware, software, and maintenance sales package. Besides, ATMaaS establishes 5-to-7-year contracts which lead to good revenue visibility. These positives are somewhat tempered in the near term by initial revenue headwinds since direct hardware and software sales result in higher upfront revenue realization vs. the ATMaaS contracts. Similarly, NCR Atleos will need to undergo large capital investments to build out the ATMaaS units and expand its service offerings. From an industry standpoint, Moody's anticipates that cash will remain a prevalent form of payment globally, and that the use of ATMs will increase in certain countries, especially those undergoing greater financial inclusion. However, the growth of digital wallets and the push that certain countries are making towards digital payments, could accelerate a shift towards a lower use of cash, which could lead to a reduced need for ATM withdrawals. While factoring in this risk in its analysis, Moody's also recognizes that this shift, even if accelerated, will be gradual and that the company's scale and market share will protect it against a material impact. Governance considerations were a key driver of the rating assignment and reflect moderately high leverage and financial policies that prioritize shareholders, including the expectation that the company will pay a regular dividend. Social risks include the exposure to a potential acceleration in the shift towards a greater proportion of cashless transactions. The company's environmental exposure includes the sharing of a portion of any potential costs related to the Kalamazoo River environmental liability with NCR Corporation, although the amount is not expected to be material. These factors are tempered by the company's large scale and installed base, a large proportion of revenues from software and services, and a commitment to keep leverage from increasing above the current expected levels. Overall, the ESG Credit Impact Score (CIS) of 4 indicates that the rating would have been higher if ESG risk exposures did not exist. Liquidity is good and is supported by $300 million of cash pro forma for the new financing package, and expectations for free cash flow of about $80 million in FY 2024. Additionally, the company will have an undrawn $500 million revolver as well as a financing program to fund a portion of hardware units to be placed into ATM-as-a-Service contracts. These sources of liquidity will be sufficient to fund quarterly working capital needs and cover term loan amortization (about $70 per annum) and principal payments related to the company's financing program for ATMaaS units. The term loan A and revolver are expected to have a maximum 4.75x net leverage covenant (with netting of unrestricted cash in excess of $150 million) and step-downs after September 30, 2024. Moody's anticipates the company to maintain sufficient headroom. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if financial leverage is sustained below 4.5x and (Cash Flow from Operations Minus Capex)-to-Debt is sustained above 4%, while revenue and EBITDA continue to grow organically, and the ATM industry remains constructive. The ratings could be downgraded if financial leverage is maintained above 5.5x, and/or in the event of consistent organic revenue or margin decline, weakened cash flow generation, or aggressive financial strategy. STRUCTURAL CONSIDERATIONS The B2 ratings for NCR Atleos' senior secured bank credit facility (including the $500 million revolver, $835 million term loan A, and $1,050 million term loan B) and $1,050 million senior secured notes reflects the borrower's B2-PD Probability of Default Rating (PDR) and an average expected family recovery rate of 50% at default, given the significant amount of non-debt liabilities in the capital structure such as the pension and trade payables. The bank credit facility rating is consistent with the CFR, reflecting the single class of secured debt comprising NCR Atleos' debt capital structure. The senior secured instruments benefit from a first lien security collateral comprising substantially all tangible and intangible assets of the issuer and its guarantors, subject to certain exceptions. NCR Atleos LLC is a provider of ATM solutions to financial institutions, retailers, and consumers through its Self-Service Banking segment that primarily provides ATM hardware, software, and services to traditional banks, and through its retail-based ATM network in its Payments & Network segment that enables financial institutions to offer cash-related and other banking services to consumers through a large network of ATMs. The principal methodology used in this rating was Diversified Technology published in February 2022. NCR ATMCO: S&P Assigns 'B+' Rating on New Senior Secured Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to NCR ATMCo LLC's (NCR Atleos post-separation) proposed senior secured notes. The recovery rating is '3'. Its existing senior secured credit facilities are also rated 'B+'. The new notes are issued in conjunction with NCR Corp's (NCR Voyix post-separation) pending spin-off of NCR ATMCo LLC. Initially, the notes will be offered by NCR Atleos Escrow Corp. (wholly-owned subsidiary of NCR Atleos LLC), which will merge with NCR Atleos upon close. The proceeds will help fund an approximately $2.8 billion distribution to NCR Corp. to repay a portion of existing debt, including its 5.75% notes due 2027 and 6.125% notes due 2029. S&P said, "Our issue level rating on the notes reflects that we expect NCR Atleos' capital structure to mainly comprise of senior secured debt totaling about $2.9 billion. We anticipate the company to have a $120 million accounts receivable facility that we treat as a priority claim. We also expect all the secured debt will have a first-lien security interest in substantially all the assets of the company and will be guaranteed by all material domestic subsidiaries." NEILLY'S FOOD: Case Summary & 11 Unsecured Creditors ---------------------------------------------------- Debtor: Neilly's Food, LLC 272 S. Richland Avenue York, PA 17404 Business Description: Neilly's Food is a manufacturer and distributor of healthy multicultural meal solutions. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 23-02135 Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM, CHERNICOFF & WARSHAWKY PC 2320 N. Second St. Harrisburg, PA 17110 Tel: (717) 238-6570 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Albert Ndjee as manager/member. A copy of the Debtor's list of 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CHZZUXQ/Neillys_Food_LLC__pambke-23-02135__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/567I6EA/Neillys_Food_LLC__pambke-23-02135__0001.0.pdf?mcid=tGE4TAMA NEONATOLOGIST ASSOCIATES: Oct. 17 Hearing on Disclosure and Plan ---------------------------------------------------------------- Judge Maria De Los Angeles Gonzalez has entered an order conditionally approving Neonatologist Associates PSC's Disclosure Statement dated September 3, 2023. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on October 17, 2023 at 10:00 AM at the United States Bankruptcy Court, Southwestern Divisional Office, MCS Building, Second Floor, 880 Tito Castro Avenue, Ponce, Puerto Rico. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan must be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. The debtor must file with the Court a statement setting forth compliance with each requirement in section 1129, the list of acceptances and rejections and the computation of the same, within 7 working days before the hearing on confirmation. About Neonatologist Associates Neonatologist Associates, PSC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 23-01393) on May 9, 2023, with as much as $1 million in both assets and liabilities. Miguel A. Suarez Villamil, president of Neonatologist Associates, signed the petition. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Jaime Rodriguez-Perez, Esq., at Hatillo Law Office, PSC as legal counsel and Jose A. Toro-Mercado, CPA, CVA as accountant. NETWORK MEDIA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Network Media Managment Inc 1959 E 8th Street Brooklyn, NY 11223 Business Description: Network Media is the owner of real property located at 1959 E. 8th Street, Brooklyn, NY 11223 valued at $1.28 million. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43343 Debtor's Counsel: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. 734 Walt Whitman Road Suite 203 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 Email: weiss@ny-bankruptcy.com Total Assets: $1,283,300 Total Liabilities: $790,000 The petition was signed by Judah Mizrahi as president. The Debtor stated it has no creditors holding unsecured claims. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/KMNQ3XA/Network_Media_Managment_Inc__nyebke-23-43343__0001.0.pdf?mcid=tGE4TAMA OPYS HOLDINGS: Judy Wolf Weiker Named Subchapter V Trustee ---------------------------------------------------------- The U.S. Trustee for Region 10 appointed Judy Wolf Weiker of Manewitz Weiker Associates, LLC as Subchapter V trustee for OPYS Holdings Inc. Ms. Weiker will be paid an hourly fee of $375 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Weiker declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Judy Wolf Weiker Manewitz Weiker Associates, LLC P.O. Box 40185 Indianapolis, IN 46240 Phone: 973-768-2735 Email: JWWtrustee@manewitzweiker.com About OPYS Holdings OPYS Holdings, Inc. is a hospital physician management group providing physician outsourcing services for ER, hospitalists and telemedicine. OPYS Holdings and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 23-03909) on Sept. 5, 2023, with $19,701 in assets and $18,500,568 in liabilities. Andre T. Creese, M.D., president and chief executive officer, signed the petitions. Judge Robyn L. Moberly oversees the case. Meredith R. Theisen, Esq., at Rubin & Levin, P.C. represents the Debtor as legal counsel. P2 OAKLAND: Case Summary & 16 Unsecured Creditors ------------------------------------------------- Debtor: P2 Oakland CA, LLC doing business as East SF, LLC 1112 Peralta Street Oakland, CA 94607 Business Description: P2 Oakland owns a single family residence located at 1434 34th Ave, Oakland CA valued at $870,000. The Debtor also owns a soon to be developed condominium property located at 1032-1034 Peralta St., Oakland, CA valued at $750,000. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Northern District of California Case No.: 23-41186 Judge: Hon. William J. Lafferty Debtor's Counsel: Kevin Tang, Esq. TANG & ASSOCIATES 17011 Beach Blvd Suite 900 Huntington Beach, CA 92647 Tel: 714-594-7022 Fax: 714-421-4439 Email: kevin@tang-associates.com Total Assets: $1,620,002 Total Liabilities: $2,538,016 The petition was signed by Bruce Edward Loughridge as principal of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QVV2PRA/P2_Oakland_CA_LLC_doing_business__canbke-23-41186__0001.0.pdf?mcid=tGE4TAMA PHASEBIO PHARMACEUTICALS: SFJ Says Plan Not Feasible ---------------------------------------------------- SFJ Pharma X, Inc. (f/k/a SFJ Pharmaceuticals X, Ltd.) ("SFJ") as the transferee of and successor in interest to BioVectra Inc., filed an objection to the confirmation of Phasebio Pharmaceuticals Inc.'s Combined Disclosure Statement and Chapter 11 Plan. At multiple points throughout this case, BioVectra has asserted that the Debtor is liable to BioVectra for approximately $15 million in goods and services that BioVectra rendered to the Debtor after the Petition Date (the "BioVectra Administrative Claim"). And yet the Debtor has proposed a Plan that provides for payment of no more than $704,200 of Administrative Expense Claims in total and does not provide for any means to pay (or even reserve for) the BioVectra Administrative Claim. Accordingly, the Plan is not feasible and should not be confirmed. According to the Debtor's Liquidation Analysis, the Debtor projects it will have total assets of approximately $3.5 million on the Effective Date. The Plan offers no other explanation as to how the Debtor intends to pay Administrative Expense Claims other than saying they will be "paid in full," which the Debtor does not have the means to accomplish. Thus, on its face the Plan cannot be confirmed as it cannot provide for the payment in full in cash of Administrative Expense Claims as required by section 1129(a)(9) of the Bankruptcy Code. SFJ objects to confirmation of the Plan as it does not adequately provide for the payment of, or an adequate reserve for, SFJ's remaining unpaid Administrative Expense Claim, which exceeds $9 million, and, as such, the Plan is not feasible and does not comply with 11 U.S.C. sections 1129(a)(9) and (a)(11) of the Bankruptcy Code. Counsel for SFJ Pharma X, Inc.: Domenic E. Pacitti, Esq. Richard M. Beck, Esq. Sally E. Veghte, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 552-5501 Facsimile: (302) 426-1189 E-mail: rbeck@klehr.com sveghte@klehr.com - and - Raniero D'Aversa, Jr., Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 506-5000 E-mail: bankruptcy_sfj_phasebio@orrick.com About Phasebio Pharmaceuticals PhaseBio Pharmaceuticals, Inc. -- https://www.phasebio.com/ -- is focused on the development and commercialization of novel therapies to treat orphan diseases, with an initial focus on cardiopulmonary indications. It is based in Malvern, Pa. PhaseBio Pharmaceuticals filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 22-10995) on Oct. 24, 2022. In the petition filed by its chief executive officer, Jonathan Mow, the Debtor reported $17,970,000 in assets and $21,320,000 in debt as of Aug. 31, 2022. Judge Laurie Selber Silverstein oversees the case. The Debtor tapped Cooley LLP as lead bankruptcy counsel; Richards, Layton & Finger, PA as Delaware bankruptcy counsel; SierraConstellation Partners, LLC as financial advisor; KPMG, LLP as tax consultant; and Miller Buckfire & Co. as investment banker. Omni Agent Solutions is the claims, noticing and administrative agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtor's case on Nov. 3, 2022. McDermott Will & Emery, LLP and FTI Consulting, Inc., serve as the committee's legal counsel and financial advisor, respectively. POLARIS OPERATING: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Polaris Operating, LLC and affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors have an immediate and critical need to use the cash collateral to continue the Debtors' ordinary course business operations and to maintain the value of the bankruptcy estates. As adequate protection, the Secured Lenders are granted valid, automatically perfected and enforceable additional adequate protection replacement liens in accordance with the priority of the applicable Secured Lenders' prepetition security interests and liens and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. To the extent of any Diminution in Value, each Secured Lender, is granted valid, automatically perfected and enforceable additional adequate protection replacement liens, in accordance with the priority of the applicable Secured Lender's prepetition security interests and liens and subject to the Carve-Out and only in collateral of the same type as such Secured Lender has a valid prepetition lien. Subject to the Carve-Out, and to the extent of any Diminution in Value, the Secured Lenders are further granted an allowed superpriority administrative expense claim as provided and to the full extent allowed by 11 U.S.C. Sections 503(b) and 507(b), with priority over all administrative expense claims and unsecured claims against the Debtor and its estate, now existing or hereafter arising, of any kind or nature whatsoever. A fourth interim hearing to consider entry of the Final Cash Collateral Order is set for September 25, 2023 at 2:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=zcMyd8 from PacerMonitor.com. About Polaris Operating, LLC Polaris Operating, LLC and affiliates are privately held independent oil and gas companies focused on acquiring, optimizing and developing conventional oil and gas properties with re-development and new development opportunities. The Debtors' core area of operations is in the Texas Panhandle, specifically in Moore, Potter and Roberts counties, where they own and operate hundreds of shallow oil and gas wells with a significant amount infrastructure including gathering systems, power lines, disposal wells, workover rigs and water trucks. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-32810) on July 28, 2023. In the petition signed by Christopher Czuppon, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. OKIN ADAMS BARTLETT CURRY LLP represents the Debtor as counsel. DONLIN, RECANO & COMPANY, INC. is the notice, claims and balloting agent. PRIME CORE: Proposes Toggle Plan; Targets Oct. 30 Hearing --------------------------------------------------------- Prime Core Technologies Inc., et al., submitted a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement. The ultimate goal of the Chapter 11 cases has been to find a way to limit the harm to creditors and distribute as much value to creditors as possible as soon as possible. To that end, from day one, the Debtors have been committed to preserving the value of their Estates by moving through these Chapter 11 Cases as quickly, and with as much flexibility in their exit strategy, as possible—as illustrated by the speed with which they filed the Plan and Disclosure Statement and the terms of the same. Consistent with that approach, the Debtors commenced a marketing and sale process shortly after the Petition Date to identify party willing to either (1) buy all, or substantially all, their assets or (2) invest in the Company's potential enterprise value through a comprehensive plan sponsor transaction. The Debtors, though their advisors, have contacted more than 200 potential counterparties and intend to contact approximately 200 additional potential counterparties. The goal of this process is to identify a third-party with the wherewithal to consummate a Reorganization Transaction -- a comprehensive restructuring that will preserve the Debtors as a going concern and deliver maximum value to the Debtors' creditors. Although the Debtors are optimistic that a party willing to serve as the Plan Sponsor and fund a Reorganization Transaction will materialize, they recognize that certain parts of their business may appeal to third parties in a complementary way. As such, the Debtors' marketing process is also focused on a potential buyer willing to buy all, or substantially all, their assets. The Debtors are aware that there are risks that neither the Sale Transaction nor the Reorganization Transaction materialize. Those potential risks are described in detail in this Disclosure Statement. The Debtors believe that it is in the best interests of all stakeholders to prepare for a scenario where the Sale Transaction and the Reorganization Transaction cannot be completed. The Plan contemplates an option for the Debtors to "toggle" to a Liquidation Event if they determine in good faith that the Liquidation Event is in the best interests of the Debtors' Estates due to complications or inability to implement the Sale Transaction or the Reorganization Transaction. The Liquidation Event contemplates providing distributions to creditors from three primary sources: (1) the Debtors' Cash on-hand; (2) the proceeds of liquidating the Debtors' Cryptocurrency holdings; and (3) the proceeds of certain Claims and Causes of Action with respect to the Debtors' prepetition operations that the Plan preserves and monetizes for the benefit of Holders of Claims of entitled to such litigation proceeds. The Liquidation Event, while hopefully a last resort, will deliver on the Debtors' goal to distribute significant value to creditors by providing them with both (a) near term distributions (i.e., cash and Cryptocurrency proceeds) and (b) additional distributions over time depending on the results of the litigation to be pursued by independent fiduciaries. Under the Plan, holders of Class 3A Prime Core General Unsecured Claims are impaired and will receive in exchange for such Allowed Prime Core General Unsecured Claim, following payment in full of, or reserve for, Allowed Administrative Expense Claims, funding the Professional Fee Escrow Account, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims at Prime Core: * If a Reorganization Transaction occurs: its Pro Rata share of the Plan Trust Assets attributable to Prime Core; or * If a Wind-Down Scenario occurs: its Pro Rata share of the Wind-Down Trust Assets attributable to Prime Core. Holders of Class 3B Prime Trust General Unsecured Claims are impaired and will receive in exchange for such Allowed Prime Trust General Unsecured Claim, following payment in full of, or reserve for, Allowed Administrative Expense Claims, funding the Professional Fee Escrow Account, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims at Prime Trust: * If a Reorganization Transaction occurs: its Pro Rata share of the Plan Trust Assets attributable to Prime Trust; or * If a Wind-Down Scenario occurs: its Pro Rata share of the Wind-Down Trust Assets attributable to Prime Trust. Holders of Class 3C Prime IRA General Unsecured Claims are impaired and will receive in exchange for such Allowed Prime IRA General Unsecured Claim, following payment in full of, or reserve for, Allowed Administrative Expense Claims, funding the Professional Fee Escrow Account, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims at Prime IRA: * If a Reorganization Transaction occurs: its Pro Rata share of the Plan Trust Assets attributable to Prime IRA; or * If a Wind-Down Scenario occurs: its Pro Rata share of the Wind-Down Trust Assets attributable to Prime IRA. Holders of Class 3D Prime Digital General Unsecured Claims are impaired and will receive in exchange for such Allowed Prime Digital General Unsecured Claim, following payment in full of, or reserve for, Allowed Administrative Expense Claims, funding the Professional Fee Escrow Account, Allowed Priority Tax Claims, Allowed Secured Tax Claims, and Allowed Other Priority Claims at Prime Digital: * If a Reorganization Transaction occurs: its Pro Rata share of the Plan Trust Assets attributable to Prime Digital; or * If a Wind-Down Scenario occurs: its Pro Rata share of the Wind-Down Trust Assets attributable to Prime Digital. The Distribution Agent will fund distributions under the Plan with the Plan Trust Assets or the Wind-Down Trust Assets, as applicable. The Conditional Approval Hearing will be on September 22, 2023, at [•] a.m./p.m. (prevailing Eastern Time). The Voting Record Date will be on September 22, 2023. The Deadline to Publish Notice of Confirmation Hearing will be on September 24, 2023. The Solicitation Date will be on September 28, 2023. The Deadline to File Rule 3018 Motions will be on October 16, 2023, at 4:00 p.m. (prevailing Eastern Time). The Confirmation Objection Deadline will be on October 23, 2023, at 4:00 p.m. (prevailing Eastern Time). The Deadline to Object to Rule 3018 Motions will be on October 23, 2023, at 4:00 p.m. (prevailing Eastern Time). The Voting Deadline will be on October 23, 2023, at 4:00 p.m. (prevailing Eastern Time). The Deadline to File Voting Affidavit will be on October 26, 2023, at 4:00 p.m. (prevailing Eastern Time). The Deadline to File Declarations, Brief, in Support of Confirmation, Replies in Support of Rule 3018 Motions will be on October 26, 2023, at 4:00 p.m. (prevailing Eastern Time). The Confirmation Hearing will be on October 30, 2023, at [__] a.m./p.m. (prevailing Eastern Time). Proposed Counsel to the Debtors: Maris J. Kandestin, Esq. MCDERMOTT WILL & EMERY LLP 1000 N. West Street, Suite 1400 Wilmington, DE 19801 Telephone: (302) 485-3900 Facsimile: (302) 351-8711 E-mail: mkandestin@mwe.com - and - Gregg Steinman, Esq. MCDERMOTT WILL & EMERY LLP 333 SE 2nd Avenue, Suite 5400 Miami, FL 33131 Telephone: (305) 358-3500 Facsimile: (305) 347-6500 E-mail: gsteinman@mwe.com - and - Darren Azman, Esq. Joseph B. Evans, Esq. MCDERMOTT WILL & EMERY LLP One Vanderbilt Avenue New York, NY 10017-3852 Telephone: (212) 547-5400 Facsimile: (646) 547-5444 E-mail: dazman@mwe.com jbevans@mwe.com - and - R. Jacob Jumbeck, Esq. Rebecca E. Trickey, Esq. MCDERMOTT WILL & EMERY LLP 444 W. Lake Street, Suite 4000 Chicago, IL 60606-0029 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 E-mail: jjumbeck@mwe.com rtrickey@mwe.com A copy of the Disclosure Statement dated September 8, 2023, is available at https://tinyurl.ph/vlsCo from PacerMonitor.com. About Prime Core Prime Core Technologies, Inc. and three of its affiliates sought Chapter 11 bankruptcy protection (Bankr. D.N.J. Lead Case No. 23-11161) on Aug. 16, 2023. The petitions were signed by Jor Law as interim chief executive officer. The Hon. J. Kate Stickle presides over the Debtors' cases. The Debtors listed $50 million to $100 million in estimated assets and $100 million to $500 million estimated liabilities. McDermott Will & Emery LLP serves as counsel to the Debtors. The Debtors' financial advisor is M3 Advisory Partners, LP; their investment banker is Galaxy Digital Partners LLC; and their claims and noticing agent is Stretto. RIVERBED TECHNOLOGY: $375MM Bank Debt Trades at 36% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Riverbed Technology Inc is a borrower were trading in the secondary market around 64.1 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $375 million facility is a payment-in-kind Term loan that is scheduled to mature on July 1, 2028. The amount is fully drawn and outstanding. Riverbed Technology, Inc. provides application performance monitoring, cloud migration, network performance monitoring, and security solutions. Riverbed Technology serves customers globally. ROBBIN'S NEST: Unsecureds to Get 10% Net Profit for 5 Years ----------------------------------------------------------- Robbin's Nest for Children, LLC, submitted a Plan and a Disclosure Statement. The Debtor operates a home for children held by the state and has operated as this prior to and during the bankruptcy. After the effective date of the order confirming the Plan, the Debtor will continue to operate the company. Under the Plan, Class 4 General Unsecured Claims total $413,054. The Reorganized Debtor will pay to the allowed unsecured creditors their pro-rata share of 10% of the net profit for the previous year, in twelve monthly payments beginning on June 15th of the year in which the financial statement is mailed to these creditors. Each year, during the term of the five-year Plan, the Reorganized Debtor will repeat the 12-month payment plan to the allowed unsecured creditors if the Reorganized Debtor made a net profit the previous year as reflected in the previous year's financial statement. This payout will not exceed five years, and at the end of the five-year Plan term, the remaining balance owed, if any, to the allowed unsecured creditors will be discharged. Class 4 is impaired. Payments and distributions under the Plan will be funded through future income from the operations of the company. A copy of the Disclosure Statement dated September 8, 2023, is available at https://tinyurl.ph/vZVUV from PacerMonitor.com. About Robbin's Nest for Children Robbin's Nest for Children, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 23-30735) on March 3, 2023, with as much as $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Margaret M. McClure, Esq., as legal counsel and Karyn Andersen of Total Sum, LLC as bookkeeper. SACKS WESTON: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Sacks Weston LLC to use cash collateral on an interim basis in accordance with the budget, through the date of the next hearing. As previously reported by the Troubled Company Reporter, on February 6, 2015, obtained litigation funding from Series 2 - Virage Master LP in 2015, which lent the firm $2.575 million and collateralized with the proceeds of specific cases. In 2016, the firm obtained an additional loan from Series 4 - Virage Master LP under similar terms. In 2017, Sacks Weston Diamond, LLC entered into a loan agreement with Virage SPV 1 LLC, refinancing and consolidating the two loans. The promissory note signed in connection with the Virage Loan was for $5.8 million, with the principals being Andrew B. Sacks, John K. Weston, and Scott E. Diamond. In July 2020, the Firm terminated Diamond due to alleged fraud involving the diversion of firm revenues. The firm sought refinancing sources but was unable to refinance the Virage Loan by June 2021. Diamond was charged with mail and wire fraud and sentenced to six months imprisonment. In May 2023, the Firm received a payment of $274,913, which was used to pay operating expenses. On March 24, 2023, Virage filed suit against the Firm and the guarantors of the Virage Loan in the Court for the 152nd Judicial District of Harris County, Texas. In the Virage Suit, Virage filed an Amended Petition and Application for Temporary Restraining Order and Temporary Injunction on July 31, 2023. On August 18, 2023, the Harris County Court entered a temporary injunction--largely mirroring the Temporary Restraining Order dated July 31, 2023 directing the Firm (and other named defendants) to: (1) refrain from transferring, selling, or encumbering certain claimed collateral, (2) disclose to Virage the payment status and identity of the claimed collateral, and (3) deposit 60% of claimed collateral proceeds into the Registry of the Harris County Court within 7 days. A search of the Pennsylvania Department of State Uniform Commercial Code records indicates that, other than Virage, only the Commonwealth of Pennsylvania Department of State has filed UCC-1 financing statements, and those financing statements purport to perfect a security interest in the Debtor's personal property. The court ruled that as adequate protection for the use of cash collateral, the Pennsylvania Department of State and Virage SPV 1 LLC are granted (i) replacement liens in the Debtor's post-petition assets to the same extent, validity and priority of their respective prepelilion liens, for the use and expenditure of the Accounts Funds as they existed as of the Petition Date without the necessity of filing any documents or otherwise complying with non-bankruptcy law in order to perfect security interests and record liens, with such perfection being binding upon all parties including, but not limited to, any subsequently appointed trustee either under chapter 11 or any other chapter of the Bankruptcy Code, and (ii) to the extent the Replacement Liens are insufficient to secure the amount of any post-petition diminution in value of cash collateral, a superpriority administrative expense claim under Section 507(b) of the Bankruptcy Code with priority in payment over any and all unsecured claims and administrative expense claims against the Debtor, and the priority of any such Superpriority Claim granted will have the same priority of the prepetition liens of the holders of any such claims. A further hearing on the matter is set for October 25, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=0CPdNE from PacerMonitor.com. About Sacks Weston Sacks Weston is a Philadelphia-based law firm. Sacks Weston sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12540) on August 25, 2023. In the petition filed by Andrew B. Sacks, as manager, the Debtor reports estimated assets between $10 million and $50 million and estimated liabilities between $10 million and $50 million. Judge Patricia M. Mayer oversees the case. The Debtor is represented by David B. Smith, Esq. at SMITH KANE HOLMAN, LLC. SAN MARINO CAFE: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized San Marino Cafe & Marketplace, LLC to use cash collateral on an interim basis in accordance with the budget, with the exception of insider compensation until such Notice of Insider Compensation is approved. The Debtor's business suffered from various issues including, but not limited to, the pandemic and inflation of produce. The Debtor has a few secured creditors who assert an interest in the Debtor's cash. The Debtor submitted that the secured creditors will not be harmed in any way by the Debtor's use of cash collateral. Without the proposed use of cash collateral. As adequate protection for the use of cash collateral, all secured creditors will receive replacement liens on post-petition assets of the Debtor with the same validity, extent and priority as they were entitled to immediately prior to the bankruptcy filing. The Debtor is directed to provide adequate protection payments to the Small Business Administration in the amount of $500 per month through date of confirmation of a Subchapter V plan of reorganization. A continued hearing on the matter is set for October 24, 2023 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=tdSxur from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=x2VtQr from PacerMonitor.com. About San Marino Cafe and Marketplace LLC San Marino Cafe and Marketplace LLC operates a bakery and tortilla manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15814) on September 7, 2023. In the petition signed by Linda Grace Zadoian, managing member, the Debtor disclosed $26,845 in assets and $1,184,311 in liabilities. Judge Vincent P. Zurzolo oversees the case. Tamar Terzian, Esq., at Terzian Law Group, PC, represents the Debtor as legal counsel. SCHARN INDUSTRIES: Court OKs Cash Collateral Access Thru Oct 19 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Massachusetts authorized Scharn Industries, LLC to use cash collateral through October 19, 2023, on the same terms and conditions as set forth in the Order dated April 5, 2023. As previously reported by the Troubled Company Reporter, Diverse Capital and Cloud Fund, LLC, through its servicing agent Delta Bridge Funding LLC, assert an interest in the Debtor's cash collateral. The Court said the Debtor may only use the cash collateral for the expenses and purposes set forth in the further budget submitted on July 21, 2023, excluding any fees and expenses for legal or professional fees. As provided in the Interim Orders and set forth at the hearing, the Debtor is limited to the amounts for expenses set forth in the budget, subject to no more than a 10% variance in the total expenses in any month. The Debtor is directed to file by October 13, 2023, (i) a reconciliation of budget to actual expenses with monthly totals and cash balances for the period ending September 30, 2023. The budget should (i) reflect cash receipts and cash expenses, not book income and expenses (which may include amounts that have not been collected or paid), (ii) include corrections to the prior reconciliations for the period through June 30, 2023, to reflect actual cash receipts and cash expenses, and (iii) include cash balances each month and accumulated cash ending balance. A further hearing on the matter is set for October 18 at 10:15 a.m. A copy of the order is available at https://urlcurt.com/u?l=gwbwaZ from PacerMonitor.com. About Scharn Industries Scharn Industries, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-10298) on Feb. 28, 2023. In the petition signed by Scott Scharn, manager, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Judge Janet E. Bostwick oversees the case. The Debtor tapped Gary W. Cruickshank, Esq., at Cruickshank Law as legal counsel and Robert S. Widell as accountant. SHOPS@BIRD & 89: Court Approves Disclosure Statement ---------------------------------------------------- Judge Robert A. Mark has entered an order has entered an order approving the Disclosure Statement of Shops@Bird & 89, LLC. The Plan Proponent's request to shorten the notice period for filing objections to, and to consider confirmation of, the plan is granted, as provided herein. The Court will conduct the confirmation hearing and consider approval of timely-filed fee applications on September 28, 2023, at 10:30 a.m. via Video Conference only using the services of Zoom Video Communications, Inc. The following deadlines apply with respect to the confirmation hearing and hearing on fee applications: * The Deadline for Objections to Claims is Sept. 21, 2023. * The Deadline for Filing and Serving Fee Applications is Sept. 21, 2023. * The Deadline for Filing and Serving Notice Summarizing All Fee Applications is Sept. 25, 2023. * The Deadline for Filing Ballots Accepting or Rejecting Plan is Sept. 22, 2023. * The Deadline for Filing Objections to Confirmation is Sept. 21, 2023. * The Deadline to File Motions Under Fed. R. Civ. P. 43(a)7 is Sept. 21, 2023. * The Deadline for Filing Proponent's Report and Confirmation Affidavit (3 business days before the confirmation hearing) is September 25, 2023. About Shops@Bird & 89 Shops@Bird & 89, LLC, a Miami-based company, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-13358) on April 28, 2023, with $10,093,000 in assets and $5,577,772 in liabilities. Tarek Kiem has been appointed as Subchapter V trustee. Judge Robert A. Mark oversees the case. The Debtor tapped Robert C. Meyer, Esq., at Robert C. Meyer, P.A. as bankruptcy counsel and Nelson & Associates, C.P.A., P.A. as accountant. SOUTHERN CLEARING: Wins Cash Collateral Access Thru Nov 16 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Southern Clearing and Grinding, Inc. to use cash collateral on an interim basis through November 16, 2023. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Synovus Bank. As previously reported by the Troubled Company Reporter, as of the Petition Date, the Debtor has approximately $65,852 of cash in deposit accounts. It is owed approximately $19,000 in accounts receivable that are 90 days old or less, and $511,021 in accounts receivable that are over 90 days old; and a tax refund in the approximate amount of $125,000. The Debtor's other personal property -- consisting mostly of equipment, machinery, and vehicles -- is valued at approximately $3.6 million. The Debtor's earnings going forward may arguably be subject to creditors' alleged liens, and to the extent the future earnings may be deemed to be cash collateral, the Debtor seeks authority to use same. The Debtor owes approximately $2.713 million to Synovus Bank for a U.S. Small Business Administration loan that is secured by a UCC Financing Statement (No. 145-2019-000462) filed on September 30, 2019. These entities may hold an inferior lien or security interest in the Debtor's cash collateral: -- CT Corporation System, as Representative -- Corporation Service Company, as Representative -- Channel Partners, LLC -- IMS Fund LLC -- North Mill Credit Trust -- John Deere Construction and Forestry Company -- Everyday Funding Group The Court said the Senior Secured Creditor and the Inferior Interests will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditors. A continued hearing on the matter is set for November 16, 2023 at 3 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=tKwcJm from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $81,650 for September 2023; and $81,650 for October 2023. About Southern Clearing & Grinding, Inc. Southern Clearing & Grinding, Inc. is a turnkey vegetation removal contractor. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01586) on April 21, 2023. In the petition signed by Shane Dinkins, president, the Debtor disclosed $4,205,593 in assets and $4,212,083 in liabilities. Judge Catherine Peek McEwen oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the Debtor as legal counsel. SOUTHERN DRILL: Seeks Cash Collateral Access -------------------------------------------- Southern Drill Supply – Acquisition, LLC asks the U.S. Bankruptcy Court for the Northern District of Florida, Pensacola Division, for authority to use cash collateral and provide adequate protection to Red Iron Acceptance, LLC. Pre-petition, the Debtor obtained secured financing from Red Iron Acceptance, LLC for certain inventory pursuant to an Inventory Security Agreement dated July 1, 2019. Pursuant to the terms of the Security Agreement, in order to secure the obligations of Debtor to Red Iron, the Debtor granted Red Iron a security interest in substantially all business assets of the Debtor. Red Iron is perfected by the filing of a UCC-1 financing statement. Pursuant to the terms of the Security Agreement, Red Iron financed the Debtor's acquisition of inventory to be held for sale in the ordinary course of the Debtor's business. Red Iron has a first priority security interest in the inventory it financed and any proceeds from that inventory, including specifically any cash collateral. Pursuant to the proposed order Red Iron will be paid for any units of Red Iron Financed Inventory sold by Debtor, with any excess proceeds to be available to Debtor for the use in its ongoing business operations. This is consistent with pre-petition practices, and Debtor has paid for several sold units of Red Iron Financed Inventory in this manner since the Petition Date. In addition, Red Iron is provided with a replacement lien to the same extent and priority as its pre-petition lien. A copy of the motion is available at https://urlcurt.com/u?l=rrnkRk from PacerMonitor.com. About Southern Drill Supply-Acquisition Southern Drill Supply-Acquisition LLC is a professional and commercial equipment and supplies merchant wholesaler. Southern Drill Supply-Acquisition sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla.Case No. 23-30452) on July 3, 2023. In the petition filed by William Shearer, as managing member, the Debtor reported assets between $100,000 and $500,000 and liabilities between $1 million and $10 million. Todd M. LaDouceur, Esq. and Todd M. LaDouceur, P.A., at Galloway Law Firm, represent the Debtor as counsel. SPRING EDUCATION: Moody's Assigns B2 Rating to New First Lien Loans ------------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to Spring Education Group, Inc.'s proposed new first lien credit facility consisting of a $100 million 5-year revolver due 2028 and a 7-year $850 million term loan due 2030. Proceeds from the new first lien term loan will be used to repay the existing first lien and second lien term loans as well as related transaction fees. The company's existing ratings including the B3 Corporate Family Rating, B3-PD Probability of Default Rating and stable outlook are not affected. The refinancing transaction is credit positive because it extends the maturity profile for the company while lowering cash interest cost. Interest savings from the refinancing are estimated to be about $5 million a year because of the elimination of the higher cost second lien term loan. The B3 CFR and stable outlook are not impacted because the transaction is leverage neutral and leverage remains high. Pro forma for the new debt, Moody's adjusted debt-to-EBITDA (Moody's adjustment includes both operating and capital leases as well as the Holdco PIK notes with $171 million outstanding) is in the mid 7x as of June 30, 2023. Operating performance has already surpassed pre-pandemic level with revenue of $817 million for the fiscal year ended June 2023 vs revenue of $609 million for FY20. Moody's expects operating performance to continue its solid trend in FY24 and expects debt-to-EBITDA leverage will decline to the low 7x level through earnings growth over the next year. Additionally, Moody's expects the company to have adequate liquidity over the next year with about $107 million of cash (pro forma for the refinancing transaction) and access to a new $100 million undrawn revolver. Spring Education's cash flow is highly seasonal with the June quarter being the cash generative period as most K-12 tuition is collected in May. The March quarter is usually the lowest quarter in terms of cash and the company has historically used its revolver to fund any intra quarterly working capital needs. Moody's expect Spring Education to generate modestly positive free cash flow of roughly $10 to $20 million over the next year. These liquidity sources will provide ample coverage for the required $8.5 million of amortization for its first lien term loan. The B2 rating for its first lien credit facility (revolver and term loan) is one notch above the B3 CFR, reflecting the loss absorption and support provided by the Holdco PIK notes as well as meaningful amount of unsecured operating lease obligations. Moody's expects to withdraw the B2 ratings on the existing revolver and term loan and the Caa2 rating on the second lien term loan if the facilities are completely retired in conjunction with the proposed refinancing. Moody's took the following rating actions: Issuer: Spring Education Group, Inc. Proposed new Senior Secured First Lien Bank Credit Facility (Revolver and Term Loan), assigned B2 RATINGS RATIONALE Spring Education's B3 CFR broadly reflects its high leverage with Moody's adjusted debt-to-EBITDA in the mid 7x (Moody's adjustments include both operating and capital leases as well as the Holdco PIK notes of $171 million outstanding) for the 12 months ended June 2023, pro forma for the new debt. Moody's expects debt-to-EBITDA leverage will decline to a low 7x level over the next year through earnings growth. Free cash flow has been weak and being hurt by higher interest rates despite earnings growth over the last year, which is contributing to weak interest coverage and less funding available for growth investment. Additionally, the rating is constrained by the company's history of aggressive financial policies as evidenced by three primarily debt funded acquisitions (prior to the pandemic) since the leveraged buyout by Primavera Capital in 2017, its modest scale, and operation in the competitive primary and early childhood education school market. School enrollment (especially pre-K enrollment) is somewhat tied to general economic conditions due to the relatively cyclical nature of the for-profit private school education industry, especially in the early childhood education segment where employment levels affect demand. However, the rating is supported by the company's established base of schools with strong brand recognition for some of its schools (specifically Stratford and BASIS K-12 schools). The company has good revenue visibility in the K-12 segment including Laurel Springs (online school) that combined represent about two third of total revenue and about three quarters of earnings due to the pre-paid and recurring nature of those tuition contracts. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Spring Education's debt-to-EBITDA leverage will decline to a low 7x level over the next year through earnings growth. The stable outlook also reflects Moody's expectation for at least adequate liquidity over the next year including modestly positive free cash flow. The ratings could be upgraded if enrollment, revenue and earnings continue to improve, Moody's lease adjusted debt-to-EBITDA is sustained below 6x, free cash flow to debt is in a mid-single digit percentage range, and the company maintains good reinvestment in facilities and education programs. The company would also need to maintain good liquidity. The ratings could be downgraded if there is deterioration of operating performance including from enrollment declines, pricing weakness or cost increases, or if liquidity deteriorates. Sustained negative free cash flow or EBITDA less capital spending to interest below 1.1x could also prompt a downgrade. As proposed, the new first lien credit facilities allow incremental debt capacity up to the greater of $189 million or 100% of trailing four fiscal quarters EBITDA, plus unused amounts available under the general debt basket, plus additional amounts subject to the closing date first lien net leverage ratio (if pari passu secured). Certain amounts, to be set forth in the final credit documentation, may be incurred with an earlier maturity date than the initial term loans. Non wholly-owned subsidiaries are not required to provide guarantees; dividends or transfers resulting in partial ownership of subsidiary guarantors could jeopardize guarantees subject to protective provisions to be defined in the final credit documentation. The credit agreement permits the transfer of assets to unrestricted subsidiaries, up to the carve-out capacities, subject to J. Crew-styled provisions to be in the final credit documentation. The credit agreement is expected to provide some limitations on up-tiering transactions, including "Serta" provisions to be defined in the final credit documentation. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Spring Education Group, Inc. is a for-profit provider of early childhood education and K-12th grade education. As of June 30, 2023, the company operated over 200 schools across 19 states and Washington DC. Spring Education is privately owned by Primavera Capital Group, an Asia-based private equity firm that acquired the company in 2017. Revenue was about $817 million for FY23 ended June 30, 2023. STANADYNE LLC: Committee Plan Proposes Up to 10.6% for Unsecureds ----------------------------------------------------------------- The Official Committee of Unsecured Creditors filed a Combined Disclosure Statement and Plan of Liquidation for Debtor Stanadyne LLC, et al. dated September 8, 2023. This Plan contemplates the establishment of a trust by and through which a Liquidating Trustee will liquidate the Debtors' remaining assets, either through collection, or litigation and collection, for Distribution to holders of Allowed Claims. Under the Plan, Class 4 General Unsecured Claims (subject to opt-in or opt-out) approximately total $34.4 million to $23.6 million. Each Holder of an Allowed General Unsecured Claim will receive a pro rata distribution from the Initial Distribution Fund after payment or reserve of all Allowed Administrative Expenses, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims in full. To the extent that any portion of an Allowed General Unsecured Claim remains after such payment, Holders of Allowed Class 4 Claims, shall also receive a pro rata distribution from the Unsecured Claim Distribution Fund. Creditors will recover 0% to 10.6% of their claims. Class 4 is impaired. Right to Opt into Class 5. Holders of General Unsecured Claims in excess of $20,000 shall have the right to opt into Class 5 as set forth in Section 4.04. "Initial Distribution Fund" means $2,625,000 available for payment on account of all Allowed Claims other than the Cerberus Deficiency Claim. "Unsecured Claim Distribution Fund," means Cash held by the Liquidating Trust available for payment of all Allowed General Unsecured Claims (including the PBGC Claim) and the Cerberus Deficiency Claim. The Unsecured Claim Distribution Fund shall not include the Initial Distribution Fund but shall include all other Cash held by the Liquidating Trust not required for (i) distribution to Allowed Administrative Expenses, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims in accordance with the terms of the Plan or (ii) Liquidating Trust Expenses. Counsel to the Official Committee of Unsecured Creditors: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com - and - Adam C. Rogoff, Esq. Rose Hill Bagley, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 E-mail: arogoff@kramerlevin.com rbagley@kramerlevin.com A copy of the Disclosure Statement dated September 8, 2023, is available at https://tinyurl.ph/eaysN from PacerMonitor.com. About Stanadyne LLC Stanadyne LLC is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Stanadyne and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10207) on Feb. 16, 2023. In the petition signed by John Pinson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge John T. Dorsey oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP, and Hughes Hubbard and Reed LLP as co-general bankruptcy counsel; Kroll, LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent and administrative advisor. STANADYNE LLC: Committee Seeks November Confirmation of Plan ------------------------------------------------------------ The Official Committee of Unsecured Creditors moves the Bankruptcy Court for entry of any order approving on an interim basis the adequacy of disclosures in the Combined Disclosure Statement and Plan of Liquidation of debtor Stanadyne LLC, et al. and granting related relief. Now that the Court has entered an order approving the Debtors' sale of substantially all of their assets (the "Sale Order"), and the Court has approved the settlement between the Committee, the Purchaser, and the Prepetition Secured Creditors (the "Settlement Term Sheet"), it is important that these cases emerge from bankruptcy promptly. Consistent with the Settlement Term Sheet, the Committee, in coordination with comments from Cerberus Business Finance, LLC, as administrative agent and collateral agent for the Prepetition Secured Lenders ("Cerberus"), has prepared and, with the termination of exclusivity, is seeking approval of a Plan that is consistent with the Sale Order and provides for an orderly exist from Chapter 11 and appointment of the Liquidating Trustee with respect to the retained claims to be pursued for the benefit of the estates and creditors. Notably, on August 30, 2023, the Debtors' right to exclusivity lapsed, and the Committee is pursing confirmation of a plan of liquidation that will, upon confirmation, establish the liquidating trust to realize and maximize the value of the remaining assets of the estates for distribution to creditors, including certain causes of action – all as contemplated by the Settlement Term Sheet. In order to get to confirmation more quickly (and inexpensively), the Committee has elected to pursue a combined disclosure statement and plan. By and through the Motion, the Committee seeks (i) approval of the disclosures set forth in the Plan on an interim basis as containing adequate information for solicitation purposes, (ii) scheduling certain deadlines, including but not limited to voting and the filing of confirmation objections, and a scheduling a confirmation hearing, and (iii) approving the Solicitation Package and related documents to be sent out to creditors and parties-in-interest. The Committee also seeks to schedule additional dates relating to the solicitation process and confirmation of the Plan. Below is the lists of proposed dates in connection with the relief sought herein. The proposed dates for upcoming hearings include dates requested from the Court in this Motion and are subject to the Court's availability: * The Voting Record Date will be on September 25, 2023. * The Solicitation Commencement Deadline will be on September 27, 2023. * The Deadline for Plan Supplement will be on October 19, 2023. * The Voting Deadline for Plan will be on October 26, 2023 at 4:00 p.m. (prevailing Eastern time). * The Plan Objection Deadline will be on October 30, 2023 at 4:00 p.m. * The Deadline to File Voting Tabulations Affidavit will be on November 1, 2023. * The Deadline to File Confirmation Brief and Supporting Evidence and Respond to Objections to the Plan will be on November 7, 2023 at 4:00 p.m. * The Confirmation Hearing will be on November 13, 2023 at 11:00 a.m. The Plan includes the following key sections and information: (a) an overview of the Plan, including a chart describing the treatment of each Class; (b) a description of the Debtors' businesses prior to the sale of substantially all of their assets; (c) a description of the corporate and capital structure of the Debtors; (d) a description of key events leading to the commencement of the Chapter 11 Cases; (e) information regarding Claims; (f) information regarding the limited exculpation contained in the Plan; (g) a discussion of risk factors affecting the implementation of the Plan; and (h) an overview of the requirements for Confirmation of the Plan. Accordingly, the disclosures in the Plan should be approved as containing "adequate information" under section 1125 of the Bankruptcy Code. To the extent necessary, the Committee will demonstrate at the Solicitation Procedures Hearing and the Confirmation Hearing that the disclosures in the Plan address the information set forth above in a manner that provides Holders of Claims in the Voting Classes with adequate information within the meaning of section 1125 of the Bankruptcy Code. Counsel to the Official Committee of Unsecured Creditors: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com - and - Adam C. Rogoff, Esq. Rose Hill Bagley, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 E-mail: arogoff@kramerlevin.com rbagley@kramerlevin.com About Stanadyne LLC Stanadyne LLC is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Stanadyne and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10207) on Feb. 16, 2023. In the petition signed by John Pinson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge John T. Dorsey oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP, and Hughes Hubbard and Reed LLP as co-general bankruptcy counsel; Kroll, LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent and administrative advisor. SUNAC CHINA: Chapter 15 Case Summary ------------------------------------ Chapter 15 Debtor: Sunac China Holdings Limited One Nexus Way Camana Bay, Grand Cayman KY1-9005 Cayman Islands Business Description: Sunac is a Chinese real estate development firm. Chapter 15 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11505 Judge: Hon. Philip Bentley Foreign Proceeding: In the Matter of Sunac China Holdings Limited, concerning a scheme of arrangement between the Debtor and Scheme Creditors pursuant to sections 670, 673, and 674 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) and currently pending before the Court of First Instance of the High Court of the Hong Kong Special Administrative Region of the People's Republic of China, case number HCMP382/2023 Foreign Representative: Gao Xi Capitol Mansion, Nos. 195, 195A, 197, 199, 201 & 201A Shau Kei Wan Road, Flat A, 12th Floor (Room D) Sai Wan Ho, Eastern District Hong Kong Foreign Representative's Counsel: Anthony Grossi, Esq. SIDLEY AUSTIN LLP 787 Seventh Ave New York, NY 10019 Tel: (212) 839-5300 Email: agrossi@sidley.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VP2K7TA/Sunac_China_Holdings_Limited_and__nysbke-23-11505__0001.0.pdf?mcid=tGE4TAMA TELESAT LLC: $1.91BB Bank Debt Trades at 26% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 74.0 cents-on-the-dollar during the week ended Friday, September 15, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.91 billion facility is a Term loan that is scheduled to mature on December 6, 2026. About $1.54 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TEXMARK CHEMICALS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ Chemical Exchange Industries, Inc. 23-90778 900 Clinton Drive PO Box 67 Galena Park TX 77547 Texmark Chemicals, Inc. 23-90779 Texmark Properties, Inc. 23-90780 CXI Solvents, LP 23-90781 CXIS Management LLC 23-90782 Business Description: Texmark specializes in contract manufacturing and tolling, and the manufacture of: DCPD (dicyclopentadiene), DCPD alcohol, resin intermediates, n-butanol, DCPD/CPD derivatives, mining chemicals, aromatic solvents, and sustainable aviation fuel (SAF). Chapter 11 Petition Date: September 18, 2023 Court: United States Bankruptcy Court Southern District of Texas Debtors' Counsel: Joseph Epstein, Esq. JOSEPH G. EPSTEIN PLLC 24 Greenway Plaza 970 Houston TX 77046 Tel: 713-222-8400 Email: joe@epsteintexaslaw.com Debtors' Co-Reorganization Counsel: THE TOWBER LAW FIRM, PLLC 1111 Heights Blvd. Houston, Texas 77008 Debtors' Investment Banker & Financial Advisor: CHIRON FINANCIAL LLC 1301 McKinney, Suite 2800 Houston, Texas 77010 Chemical Exchange's Estimated Assets: $10 million to $50 million Chemical Exchange's Estimated Liabilities: $1 million to $10 million Texmark Chemicals' Estimated Assets: $10 million to $50 million Texmark Chemicals' Estimated Liabilities: $10 million to $50 million The petitions were signed by Douglas H. Smith as CEO. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MDV7A6Q/Chemical_Exchange_Industries_Inc__txsbke-23-90778__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5LE5YSI/Texmark_Chemicals_Inc__txsbke-23-90779__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/5UYFXBQ/Texmark_Chemicals_Inc__txsbke-23-90780__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. CB Technologies, Inc. Trade Debt $1,338,633 770 The City Dr S Suite 5300 Orange, CA 92868 Rachel Nelson Phone: 714-944-3012 Email: Rachel.Nelson@cbtechinc.om 2. Godfrey & Khan S.C. Professional $526,129 Bin #318 Services Milwaukee, WI 53288-0318 Patricia Falb - Attorney Phone: 414-287-9692 Email: pfalb@gklaw.com 3. Union Pacific Railroad Trade Debt $362,261 PO Box 502453 Saint Louis, MO 63150-2453 4. Symmetry Energy Solutions, LLC Trade Debt $275,678 Chase Lockbox PO Box 301149 Dallas, TX 75303-1149 5. Nova Chemicals (Canada) Ltd. Trade Debt $234,903 PO Box 8011U Postal Station A Toronto, ON, M5W, 3W5 Steven Ramsey/Credit Analyst Phone: 412-298-7617 412-490-4248 Email: Steven.Ramey@novachem.com 6. AFCO Insurance Premium Finance Trade Debt $152,573 PO Box 4795 Carol Stream, IL 60197-4795 7. The Dow Chemical Company Trade Debt $142,341 7719 Collection Center Dr Chicago, IL 60693-0077 Michelle Wilkins Receivable Specialist Phone: 989-496-8230 Email: m.wilkins@dow.com 8. Fluid Flow Products Inc. Trade Debt $136,164 PO Box 751278 3915 Shopton Road, Suite 101 Charlotte, NC 28217 Amber Montgomery Credit & Collections Phone: 401-334-6963 Email: ambermontomery@fluidflow.com 9. Radiographic Specialist, Inc. Trade Debt $130,116 4110 Mohawk Houston, TX 77093 Trey Williams Ops Mgr. Tel: 361-433-8440 281-449-1634 10. Schst, Inc. Trade Debt $115,898 dba Space City Services PO Box 1564 Department #278 Houston, TX 77251-1564 Hailey Johnston AR Specialist Phone: 281-227-630 Email: hjohnston@spacecitytx.com 11. Stolt-Nielsen USA Inc. Trade Debt $108,630 PO Box 7247-7357 Philadelphia, PA 19170-7357 Jeff Sims Regional Sales Mgr. Phone: 832-414-2442 Email: J.sims@stolt.com 12. Newport Tank Container Inc. Trade Debt $107,213 2055 Crocker Road Suite 300 Westlake, OH 44145 Jennifer Kladke-Grealis Collection Lead Phone: 440-356-8866 Email: Jennifer.Kladke@newporttank.com 13. TXU Energy Services Trade Debt $91,908 PO Box 650638 Dallas, TX 75265-0638 14. O'Day Instruments LLC Trade Debt $91,700 PO Box 396 Schulenburg, TX 78956 Mike Oday Phone: 409-925-3859 Email: mike@odayinst.com 15. Heniff Logistics, LLC Trade Debt $90,027 PO Box 74008343 Chicago, IL 60674-8343 Margarita Rodriguez Collection Specialist Phone: 630-581-7641 Email: mrodriguez@Heniff.com 16. Anahuac Transport Trade Debt $77,334 309 S FM 1724 Anahuac, TX 77514 Jackie Monteau Office Manager Phone: 409-374-2806 Email: Jackie@anahuactransport.com 17. DAXX Trade Debt $69,411 7155 Old Katy Rd Suite South 200 Houston, TX 77024 Andres Rodriguez CFO Tel: 713-400-3299 18. SMBC Rail Services LLC Trade Debt $64,881 PO Box 13846 Newark, NJ 07188-3846 19. United Rentals, Inc. Trade Debt $3,668 PO Box 840514 Dallas, TX 75284-0514 Shaira Mae Saludar Credit Specialist Phone: 212-333-6600 Email: smsaludar@ur.com 20. Trans-Global Solutions Inc. Trade Debt $50,740 Cedar Port Partners, L.P. 7500 FM 1405 Baytown, TX 775223 Belinda Gutierrez Phone: 713-330-2221 281-620-8419 Email: bgutierrez@tgsgroup.com 21. American Railcar Leasing Trade Debt $50,361 PO Box 952359 St Louis, MO 93195-2359 Linda Yost Phone: 636-940-5397 Email: Linda.yost@smbcrail.com 22. Grace Matthews Inc. Professional $47,826 833 East Michigan Street Fees Suite 1420 Milwaukee, WI 53202 Andrew Hinz Managing Director Phone: 414-278-1120 414-305-8282 Email: ahinz@gracematthews.com 23. City of Houston Water Utility $44,048 Department of Public Works PO Box 1560 Houston,TX 77250 24. Norfolk Southern Railway Trade Debt $42,628 Company PO Box 532797 Atlanta, GA 30353-2797 25. Pig Pen Inc., The Trade Debt $38,831 5724 Clarewood Drive Houston, TX 77081 Stephanie Crawford Lucas COO Phone: 713-726-0689 Email: stephanie@thepigpeninc.com 26. Covenant Technology Trade Debt $32,438 Services 820 Gessner, Suite 625 Houston, TX 77024 Sharleen L. Walkoviak Phone: 713-358-7545 Email: swalkoviak@covenant.com 27. Amspec Services Trade Debt $32,106 Attn: Accts Receivable 1249 South River Rd. Suite 204 Cranbury, NJ 08513 Email: Accounts.receivable.us@amspecgroup.com 28. Trinity Leasing Trade Debt $31,650 Customer Payment Account W510131 PO Box 358041 Pittsburgh, PA 15251-5041 29. Cority Software Inc. Trade Debt $29,359 Suite 900, 250 Bloor Street East, Box 15 Toronto, Ontario, Canada M4W 1E6 Oksana Bila Phone: 416-863-6800 ext 492 Email: Oksana.bila@cority.com 30. Grainger Trade Debt $27,599 Dept 804060937 PO Box 419267 Kansas City, MO 64141-6267 TNC SRQ: Ruediger Mueller Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 21 appointed Ruediger Mueller of TCMI, Inc. as Subchapter V trustee for TNC SRQ, LLC. Mr. Mueller will be paid an hourly fee of $350 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Mueller declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Ruediger Mueller TCMI, Inc. 1112 Watson Court Reunion, FL 34747 Email: truste@tcmius.com About TNC SRQ TNC SRQ, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03902) on Sept. 5, 2023, with $1 million to $10 million in both assets and liabilities. Troy Jenkins, manager, signed the petition. Judge Catherine Peek McEwen oversees the case. Benjamin G. Martin, Esq., at the Law Offices of Benjamin Martin represents the Debtor as bankruptcy counsel. TRAXCELL TECHNOLOGIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Traxcell Technologies, LLC aka Traxcell; aka Traxcell Technologies, LLC of Texas c/c Jeff Reed 11125 Pallasite Drive Lorena TX 76655 Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-10771 Judge: Hon. Shad Robinson Debtor's Counsel: Charles R. Chesnutt, Esq. CHARLES CHESTNUTT 2608 Hibernia Street Dallas TX 75204 Tel: (972) 248-7000 E-mail: crc@chapter7-11.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jeff Reed as owner. 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/ZQ4TMDQ/Traxcell_Technologies_LLC__txwbke-23-10771__0001.0.pdf?mcid=tGE4TAMA TRITEK INT'L: Windom Unsecureds to Get 1.1% to 7.1% --------------------------------------------------- Tritek International Inc., et al., submitted a Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan. The Debtors are three entities that are part of the HyLife vertically integrated operation for the raising, production and sale of pork products. The HyLife enterprise, with headquarters in Manitoba, Canada, has, since 1994, become a global company with over 4,000 employees and facilities across Canada, the United States, Mexico, China, and Japan. HyLife is one of the largest producers of pork in Canada and one of the top 40 pork producers worldwide by volume, exporting pork products to over 20 countries. It has two main divisions – live hog production and pork processing. In February 2023, Debtors' management team, together with Debtors' legal and financial advisors, determined that a chapter 11 process that would culminate in a section 363 sale was likely to be the best and most value maximizing path forward. To that end, Debtors and their advisors decided to resume the prepetition marketing process as part of an effort to explore all potential strategic alternatives, including sales and capital markets solutions. Under the Plan, Class 4 consists of General Unsecured Claims of Windom total of $42,000,000 and will recover 1.1% to 7.1% of its claim, Canwin total of $200,000 and will recover 0% to 100% of its claim, and Tritek total of $0. Each Holder of a General Unsecured Claim will receive such Holder's pro rata share of the GUC Distribution Pool; provided, however, that the proceeds of any Avoidance Actions will be distributed only to the Holders of General Unsecured Claims of the Debtor(s) on behalf of whose estate, whether in the name of the Debtor or any party acting on behalf of the Debtor, the respective Avoidance Action(s) is asserted. Furthermore, as described in the Global Settlement, neither the Prepetition Secured Parties nor the Lessor shall participate as Class 4 Holders of General Unsecured Claims. The Prepetition Secured Parties and the Lessor shall not be entitled to participate in any distributions from the GUC Distribution Pool, except for the following: The Prepetition Secured Parties shall receive a distribution of 50% of every $1 by which the Remaining Amount exceeds $2.65 million (with all other Holders of General Unsecured Claims receiving a pro rata distribution of the first $2.65 million of the Remaining Amount and 50% of every $1 by which the Remaining Amount exceeds $2.65 million). Additionally, the Prepetition Secured Parties shall receive a distribution of 50% of every $1 of Litigation and Settlement Proceeds received by the Debtors' estates prior to the Effective Date as a result of any litigation or settlement relating to Claims or Causes of Action against GAT Farms, LLC, Greg Strobel, an individual d/b/a Strobel Farms, Strobel Farms, LLC, Greg Strobel Farms, LLC, Fast Development, Inc., and/or Pemberton Grain, LLC (with all other Holders of General Unsecured Claims receiving a pro rata distribution of 50% of every $1 of Litigation and Settlement Proceeds received by the Debtors' estates prior to the Effective Date relating to Claims or Causes of Action against such persons and entities). Class 4 is impaired. "Avoidance Actions" shall mean any and all avoidance or equitable subordination or recovery actions under the Bankruptcy Code, including sections 105(a), 502(d), 510, 542 through 551, and 553, or any similar federal, state, or common law causes of action, but excluding any avoidance or equitable subordination or recovery actions that have been sold or otherwise transferred in connection with the Sales. "GUC Distribution Pool" shall mean (i) all encumbered Cash, including such proceeds of the loans made pursuant to the DIP Credit Agreement and DIP Orders as are remaining after payment of the First Tier Claims; (ii) the Remaining Amount; (iii) the Guaranteed Amount; and (iv) the Litigation and Settlement Proceeds. In August 2022, Debtors engaged PricewaterhouseCoopers Corporate Finance LLC ("Pwc Corporate") to test the market for Debtors' Assets. That marketing process did not yield any bidders. On February 28, 2023, Debtors engaged Intrepid to commence a more structured outreach to a broader potential investor universe than that which was undertaken by PwC Corporate and to assist in exploring all potential strategic options to prepare Debtors for a smooth landing in chapter 11. Shortly after engagement, Intrepid started reaching out to potential buyers, both strategic and financial. Interested parties participated with the understanding that the sale of Debtors' assets would occur in a section 363 context. As of the Petition Date, Debtors and Intrepid had contacted over 115 potentially interested parties as part of this prepetition process, entered into 38 nondisclosure agreements, held one virtual (and recorded) webinar, and conducted two site visits. Potential investors and/or acquirors also had access to a virtual data room with over one gigabyte of information. The extensive prepetition marketing process yielded a number of serious expressions of interest and paved the way for Debtors to commence a chapter 11 process and pursue a sale of their assets pursuant to section 363 of the Bankruptcy Code. As set forth in the First Day Declaration, Debtors' paramount goal in the Chapter 11 Cases was to maximize the value of the Estates for the benefit of Debtors' creditor constituencies and other stakeholders, including through the sale of substantially all of the Assets. On April 28, 2023, Debtors Filed a motion (the "Bidding Procedures Motion") seeking authority to proceed with a bidding and auction process to consummate a sale or series of sales (the "Sale Process") that would generate maximum value for their Assets. To facilitate the Sale Process, Debtors, in consultation with Intrepid and their other professional advisors, proposed certain customary bidding procedures (the "Bidding Procedures") to preserve flexibility in the Sale Process, generate the greatest level of interest in Debtors' Assets, and obtain the highest or otherwise best value for those Assets. Given Debtors' liquidity situation at the outset of the Chapter 11 Cases, Debtors believed that a prompt sale of their Assets would maximize value to the greatest extent possible under the circumstances of these Chapter 11 Cases and generate the highest possible recoveries in the most efficient and expeditious manner possible, which would inure to the benefit of Debtors' Creditors and other stakeholders. Debtors also believed that it would ensure, to the benefit of their Estates, that the market had certainty around the parameters of the Sale Process. As set forth in the Bidding Procedures Motion, Debtors, in consultation with Intrepid and their other professional advisors, worked extensively to implement a robust and expeditious Sale Process. On May 19, 2023, the Bankruptcy Court entered the Bidding Procedures Order, approving the Bidding Procedures and establishing, among other things, May 25, 2023 at 4:00 p.m. (ET) as the bid deadline, May 26, 2023 at 9:00 a.m. (ET) as the auction date, and June 2, 2023, as the hearing date to approve the Sales. Following the Petition Date, Intrepid informed all parties contacted as part of the prepetition marketing process of the proposed timeline set forth in the Bidding Procedures Motion, contacted an additional 29 parties to explore interest in pursuing a transaction pursuant to these Chapter 11 Cases, 24 of which signed an NDA and received copies of the marketing materials, loaded the virtual data room with further information and granted access to the virtual data room to an additional 18 parties. Intrepid and Debtors conducted 6 additional site visits with potential bidders. The Debtors commenced the Auction on May 26, 2023, which was continued to and concluded on May 31, 2023. Debtors Filed the transcripts of the Auction on June 1, 2023. At the conclusion of the Auction, Debtors selected AgriSwine Alliance, Inc. as the highest and best bid for the Hog Assets, Premium Iowa Pork, L.L.C. as the highest and best bid and the Prepetition Agent as the backup bidder for the Facility Asset Sale, a credit bid by the Prepetition Agent as the highest and best bid and Scott Veenker as the backup bidder for the Real Estate Parcels, and a credit bid by the Prepetition Agent as the highest and best bid for the Residential Duplex. On June 2, 2023, the Bankruptcy Court entered an order approving the Hog Asset Sale, and on June 11, 2023, the Bankruptcy Court entered orders approving the Facility Asset Sale and the Real Property Asset Sale. The Hog Assets Sale closed on June 2, 2023. The Facility Asset Sale closed on June 16, 2023. The closing of the Residential Duplex portion of the Real Property Asset Sale occurred on June 22, 2023. The closing of the Real Estate Parcels portion of the Real Property Asset Sale occurred on July 6, 2023. On or about August 15, 2023, Debtors entered into the Global Settlement with the Prepetition Secured Parties, the Lessor, and the Committee. On August 15, 2023, the Debtors filed a motion pursuant to Bankruptcy Rule 9019 seeking approval of the Global Settlement (the "Settlement Motion"). On August 30, 2023, the Bankruptcy Court entered an Order granting the Settlement Motion and approving the Global Settlement. In the Global Settlement, the Debtors, Prepetition Secured Parties, the Lessor, and the Committee agreed to resolve a number of objections the Committee intended to raise regarding certain provisions in the Final DIP Order. As part of the Global Settlement, Debtors agreed to modify the Plan, which modifications the Prepetition Secured Parties agreed to support and fund in part, and the Committee agreed to hold its potential objections to the Compeer DIP Order Provisions in abeyance. Specifically, by the Global Settlement, the Committee agreed to (i) not object to the Compeer DIP Order Provisions,10 (ii) stay, and otherwise refrain from filing, any litigation, objection or motion against or adverse to the Prepetition Secured Parties and the Lessor relating to the Final DIP Order, Plan, or any of the liens, claims or interests of the Prepetition Secured Parties and the Lessor, subject to the tolling provisions described below, and (iii) not take any action inconsistent with the intent of the settling parties to fully resolve the Committee's dispute with the Prepetition Secured Parties and the Lessor over the amount of their claim(s), the extent, validity, priority of their lien(s), the avoidance of any Prepetition Date transfer(s), or any similar action(s) challenging the Compeer DIP Order Provisions or the treatment of the Prepetition Secured Lenders and the Lessors in the Plan. Upon the Effective Date, both the Committee and the Debtors shall have released the Prepetition Secured Parties from all claims and causes of action not already released pursuant to the terms of the Stipulation. The Global Settlement also provides, among other things, for the (i) tolling of the Prepetition Secured Parties' Challenge Period, as that term is defined in the Settlement Motion until the earlier of (A) the date the Plan becomes effective or (B) the date falling two weeks after (x) the filing by the Committee of a notice with the Bankruptcy Court that one of the parties to the Global Settlement failed to satisfy the requirements thereunder or (y) the date the Bankruptcy Court enters an order denying confirmation of the Plan; (ii) the consensual rejection of certain leases with the Lessor, the return of the Lessor's equipment (to the extent not already returned), and the treatment of the Lessor's rejection damages claim;11 and (iii) a vote in favor of the Debtors' Plan, as amended, by the Prepetition Secured Parties and the Lessor. To the extent the foregoing description is inconsistent with the terms and conditions set forth in the Global Settlement, the Global Settlement governs. The Plan will be implemented by, among other things, the establishment of the Liquidating Trust, the transfer to the Liquidating Trust of the Liquidating Trust Assets, including, without limitation, all Cash and Retained Causes of Action, and the making of Distributions by the Liquidating Trust in accordance with the Plan and Liquidating Trust Agreement. Counsel to the Debtors: Jerry L. Hall, Esq. Michael E. Comerford, Esq. KATTEN MUCHIN ROSENMAN LLP 50 Rockefeller Plaza New York, NY 10020 Telephone: (212) 940-8800 Facsimile: (212) 940-8776 E-mail: jerry.hall@katten.com michael.comerford@katten.com - and - Allison E. Yager, Esq. Kenneth N. Hebeisen, Esq. KATTEN MUCHIN ROSENMAN LLP 525 W. Monroe Street Chicago, IL 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061 E-mail: allison.yager@katten.com ken.hebeisen@katten.com - and - Jeremy W. Ryan, Esq. L. Katherine Good, Esq. R. Stephen McNeill, Esq. Maria Kotsiras, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: jryan@potteranderson.com kgood@potteranderson.com rmcneill@potteranderson.com mkotsiras@potteranderson.com - and - Yelena E. Archiyan, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 N. Pearl Street, Suite 1100 Dallas, TX 75201 Telephone: (214) 765-3600 Facsimile: (214) 765-3602 E-mail: yelena.archiyan@katten.com A copy of the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan dated September 8, 2023, is available at https://tinyurl.ph/wnoMp from PacerMonitor.com. About Tritek International Tritek International Inc., HyLife Foods Windom, LLC, Canwin Farms, LLC are entities that are part of the HyLife vertically integrated operation for the raising, production and sale of pork products. The companies' operations involve all aspects and stages of the pork production process, including the farming and sourcing of hogs, the packaging of pork at their processing facility, and the marketing and sale of such products throughout premium domestic and international end markets, primarily in the United States, Canada, Japan, Korea, and China. Tritek International and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10520) on April 27, 2023. The petitions were signed by Grant Lazaruk, chief executive officer. At the time of the filing, Tritek International and HyLife Foods Windom reported as much as $50,000 in both assets and liabilities while Canwin Farms reported $1 million to $10 million in both assets and liabilities. Judge Thomas M. Horan presides over the Debtors' cases. The Debtors tapped Katten Muchin Rosenman, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsel; PricewaterhouseCoopers, LLP as financial advisor; Intrepid Investment Bankers as investment banker; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Dechert, LLP and Saul Ewing, LLP. TUFFSTUFF FITNESS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Tuffstuff Fitness International, Inc. 155 N. Riverside Dr., Suite 100 Anaheim, CA 92808 Business Description: Tuffstuff is a manufacturer of consumer and commercial strength products. Chapter 11 Petition Date: September 18, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11905 Debtor's Counsel: John Patrick M. Fritz, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHICK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: jpf@lnbyg.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard M. Reyes, Jr. as chairman & CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/47O5YSQ/Tuffstuff_Fitness_International__cacbke-23-11905__0001.0.pdf?mcid=tGE4TAMA ULTRA RESOURCES: Moody's Withdraws B2 CFR Following Debt Repayment ------------------------------------------------------------------ Moody's Investors Service withdrew all of Ultra Resources, Inc.'s ratings, including its B2 Corporate Family Rating, B2-PD Probability of Default Rating and B2 rating on the senior secured 1st lien revolving credit facility. The outlook was changed to rating withdrawn from stable. The withdrawal of the credit ratings follows repayment of the company's debt. Withdrawals: Issuer: Ultra Resources, Inc. Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Backed Senior Secured 1st Lien Revolving Credit Facility, Withdrawn, previously rated B2 Outlook Actions: Issuer: Ultra Resources, Inc. Outlook, Changed To Rating Withdrawn From Stable RATINGS RATIONALE Ultra's undrawn revolving credit facility has been terminated. All of Ultra's ratings have been withdrawn since all of its rated debt is no longer outstanding. Ultra Resources, Inc., headquartered in Englewood, Colorado, is a wholly owned subsidiary of PureWest Energy, LLC. Ultra is an independent exploration and production (E&P) company with assets in the Green River Basin of Wyoming. UNITY ELECTRICAL: Seeks to Hire Tran Singh LLP as Counsel --------------------------------------------------------- Unity Electrical Services, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Tran Singh, LLP as counsel. The firm's services include: a. providing analysis of the financial situation, and rendering advice and assistance to the Debtor; b. advising the Debtor with respect to his rights, duties, and powers as a debtor in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing and filing of all appropriate petitions, schedules of assets and liabilities, statements of affairs, answers, motions and other legal papers as necessary to further the Debtor's interests and objectives; e. representing the Debtor at any meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; f. representing the Debtor in all proceedings before the Court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing of a Disclosure Statement, if required, and Subchapter V Plan of Reorganization; h. assisting the Debtor in analyzing the claims of the creditors and in negotiating with such creditors; and i. assisting the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Susan Tran Adams $500 per hour Brendon Singh $500 per hour Mayur Patel $425 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The retainer is $25,000. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Susan Tran, Esq. Brendon Singh, Esq. TRAN SINGH LLP 2502 La Branch Street Houston, TX 77004 Tel: (832) 975-7300 Fax: (832) 975-7301 Email: bsingh@ts-llp.com About Unity Electrical Services, LLC Unity Electrical Services, LLC is a one-stop solution for electrical needs in Cypress, Woodlands, Tomball and Houston area. The Debtor provides a full list of services for residential and commercial applications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32844) on July 28, 2023. In the petition signed by Andrea Clara, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jeffrey P. Norman oversees the case. Susan Tran Adams, Esq., at Tran Singh, LLP, represents the Debtor as legal counsel. UPHEALTH HOLDINGS: Case Summary & Five Unsecured Creditors ---------------------------------------------------------- Debtor: UpHealth Holdings, Inc. 14000 S. Military Trail Suite 203 Delray Beach FL 33484 Business Description: UpHealth is a global digital health company delivering technology platforms, infrastructure and services to modernize care delivery and health management. Chapter 11 Petition Date: September 19, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-11476 Debtor's Counsel: Stuart M. Brown, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Tel: (302) 468-5640 Email: stuart.brown@us.dlapiper.com Debtor's Strategic Communications Consultant: COLLECTED STRATEGIES, LLC Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Samuel J. Meckey as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NIYE57Q/UpHealth_Holdings_Inc__debke-23-11476__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Five Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Needham & Company, LLC Professional $40,000,000 250 Park Avenue Services New York, NY 10177 Claim 2. Wilmington Trust, Senior Secured Unknown National Association Notes 1100 N Market St Suite 1300 Wilmington, DE 19801 3. TTC Healthcare, Inc. Intercompany $108,150 14000 S. Military Trail Payable Suite 203 Delray Beach, FL 33484 4. Thrasys, Inc. Intercompany $56,524 14000 S. Military Trail, Payable Suite 203 Delray Beach, FL 33484 5. Transformations Intercompany $18,000 Treatment Center, Inc. Payable 14000 S. Military Trail, Suite 203 Delray Beach, FL 33484 UPHEALTH HOLDINGS: Files Voluntary Chapter 11 Bankruptcy Petition ----------------------------------------------------------------- UpHealth, Inc. (NYSE: UPH), a global digital health company delivering technology platforms, infrastructure, and services to modernize care delivery and health management, on Sept. 19 disclosed that its subsidiary, UpHealth Holdings, has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the "Court"). The Chapter 11 filing follows the September 14, 2023 decision by a trial court in New York to grant summary judgment in favor of Needham & Company LLC ("Needham") in a lawsuit unrelated to the Company's operations. Sam Meckey, Chief Executive Officer of UpHealth, stated: "Following the summary judgement, we immediately initiated a comprehensive review of our options, and determined that voluntarily filing for Chapter 11 is necessary to mitigate the financial impact of the trial court's decision. We do not expect this announcement to have any impact on our operations or on the work we are doing to deliver technology-enabled services to our customers. We remain confident in the future prospects of our business, and are taking this proactive step so that we may best protect the interests of our stakeholders and achieve a fair resolution of this matter through an appeals process of the Needham judgment." Mr. Meckey continued, "We will continue to explore all possibilities while advancing the critical mission of UpHealth. In the meantime, I would like to recognize our dedicated employees, whose continued support and commitment are essential to our ability to continue our important mission and maintain our commitment to our customers and partners." UpHealth's subsidiary, UpHealth Holdings, will be filing a number of customary first day motions that, once approved, will allow the Company to continue to operate in the normal course of business without interruption to its customers, vendors and employees. The Company expects to receive Court approval for these requests and intends to pay vendors in full for all goods received and services provided after the filing date. DLA Piper is serving as legal counsel to UpHealth. About UpHealth UpHealth -- https://uphealthinc.com/ -- is a global digital health company that delivers digital-first technology, infrastructure, and services to dramatically improve how healthcare is delivered and managed. The UpHealth platform creates digitally enabled "care communities" that improve access and achieve better patient outcomes at lower cost, through digital health solutions and interoperability tools that serve patients wherever they are, in their native language. UpHealth's clients include health plans, healthcare providers and community-based organizations. V.F. CORP: Moody's Affirms (P)Ba1 Preferred Shelf Rating -------------------------------------------------------- Moody's Investors Service changed V.F. Corporation's ("VF") outlook to negative from stable. At the same time, Moody's affirmed VF's ratings, including the Baa2 senior unsecured rating, the (P)Baa2 senior unsecured shelf rating and senior unsecured medium-term note program rating, the (P)Ba1 preferred shelf rating, the (P)Baa3 subordinate shelf rating and Prime-2 commercial paper rating. The change in outlook to negative reflects the unfavorable tax appeal ruling related to VF's Timberland acquisition in 2011 and the continued risk associated with the turnaround of Vans, which have resulted in VF's credit metrics to remain weak for its Baa2 unsecured rating. In October 2022, the company paid $875.7 million for tax and interest which was recorded previously as a tax receivable but will no longer be realized given the appellate court's ruling. Funds recognized from any positive resolution were expected by Moody's to repay a significant portion of its $1 billion unrated delay draw term due in December 2024. RATINGS RATIONALE VF's Baa2 senior unsecured rating is supported by its significant scale as one of the world's largest apparel, footwear, and accessory companies, with broad industry diversification by product and distribution channel. VF owns several well-known brands with strong market positions including The North Face, Vans, Timberland, Dickies, and Supreme, with a successful long term track record of driving sustainable organic revenue growth across its portfolio. VF's credit profile also reflects governance considerations, including its recent dividend cut and long-term record of reducing acquisition debt and leverage. Debt/EBITDA is currently elevated above Moody's downward trigger of 3.5x at 4.8x as the company contends with significant weakness at Vans, customer inventory destocking at Dickies and negative operating leverage from lower sales levels. The company borrowed incremental debt of $1 billion due in December 2024 to fund the gross tax and interest related to the Timberland tax appeal which will need to be addressed. Despite a 41% dividend cut to more closely align with its 50% dividend payout target (resulting in annual savings of approximately $326 million), leverage will remain high without significant improvement in its operating performance, most notably at Vans in comings quarters, and an even more conservative approach to capital allocation. VF's appointed its new CEO, Bracken Darrell, in July 2023, and he is currently assessing the company's strategic plans. VF's Prime-2 commercial paper rating reflects Moody's expectation that the company will maintain adequate liquidity to fund cash flow needs over the next twelve months, including highly seasonal working capital needs, capital expenditures and its reduced dividend. As of July 1, 2023, VF had over $800 million of balance sheet cash and ample excess availability under its unrated $2.25 billion unsecured revolving credit facility due 2026. The credit facility supports its commerical paper programs totalling $USD 3.25 billion. The company had around $50 million outstanding as of July 1, 2023 under its $USD 2.25 billion commerical paper program. Moody's expects that borrowings under its commercial paper programs will never be in excess of the availability on its revolver. The negative outlook reflects the risk that higher leverage will be sustained without a significant improvement in operating performance, particularly at Vans, its second largest brand. Prioritization of debt reduction will also be integral to improved credit metrics in light of the adverse tax ruling. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if VF's financial policies do not prioritize debt reduction while leverage remains elevated. Ratings could also be downgraded should operating performance fails to improve, including if a Vans turnaround is delayed or any other of its key brands face significant challenges. Quantitatively, VF's rating could be downgraded if lease-adjusted debt/EBITDA is sustained above 3.5x, EBIT/interest is below 5x, and RCF/net debt below 15%. Ratings could be upgraded if VF demonstrates sustained organic revenue growth across its portfolio of brands, while maintaining conservative financial policies and lower debt and leverage levels. Specific metrics include lease-adjusted debt/EBITDA sustained below 2.75x, EBITA interest coverage above 6x, and RCF/Net Debt above 20%. Headquartered in Denver, Colorado, V.F. Corporation is a leader in branded lifestyle apparel, footwear and related accessories. Its largest brands include The North Face, Vans, Timberland, Dickies, and Supreme. Revenue for the twelve months ended July 1, 2023, exceeded $11.4 billion. The principal methodology used in these ratings was Apparel published in June 2021. VACO INTERMEDIATE: Moody's Assigns 'B3' CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating to Vaco Intermediate Holdings, LLC ("Vaco"). Moody's downgraded the company's existing first lien credit facilities issued at Vaco Holdings, LLC to B3 from B2. The first lien senior secured credit facility consists of a senior secured first lien revolving credit facility that expires in 2027 and senior secured first lien term loan due 2029. Moody's also withdrew Vaco Holdings, LLC's B2 CFR and B2-PD PDR ratings. The rating outlook is stable. Vaco is a global provider of end-to-end enterprise solutions. Their family of brands includes: Vaco, a talent solutions company providing strategic staffing and direct-hire solutions; MorganFranklin Consulting, a finance, technology and business advisory firm; Pivot Point Consulting, an IT consulting provider; Focus Search Partners, a retained executive search practice; and BUILT, a digital solutions company. The assignment of the B3 CFR and B3-PDR to Vaco Intermediate Holdings, LLC is effectively representative of a one-notch downgrade of the company's CFR and PDR ratings and reflects the year over year declines in revenue and profitability from weaker demand for permanent placement and contract and consulting services that Moody's expects will continue in the second half of 2023. This is due to macroeconomic uncertainty resulting in longer hiring cycles in the finance, accounting, and IT sectors. Moody's anticipates credit metrics will weaken with debt to EBITDA reaching the high-6x after Moody's adjustments by fiscal year end 2023 that will be sustained through 2024. Moody's expects annual revenue to decline by 10% in 2023 before gradually stabilizing in 2024 with free cash flow to debt between 1% and 2% during the next 12 months. The stable rating outlook is driven by Moody's expectation for adequate liquidity during the next 12 to 18 months (good liquidity previously) supported by cash on hand and revolver availability as of June 30, 2023. All financial metrics reflect Moody's standard adjustments. Downgrades: Issuer: Vaco Holdings, LLC Backed Senior Secured 1st Lien Bank Credit Facility, Downgraded to B3 from B2 Assignments: Issuer: Vaco Intermediate Holdings LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Withdrawals: Issuer: Vaco Holdings, LLC Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Outlook Actions: Issuer: Vaco Holdings, LLC Outlook, Remains Stable Issuer: Vaco Intermediate Holdings LLC Outlook, Assigned Stable RATINGS RATIONALE Vaco's B3 CFR reflects the company's high debt to EBITDA leverage and modest size in the highly competitive staffing and consulting industry that features both large global firms and established niche players which could pressure growth and profitability. The staffing and consulting industry is subject to cyclical spending and Vaco would be impacted during periods of macroeconomic weakness, though downturns in the industry are somewhat mitigated from short term favorable working capital dynamics as companies generate cash from receivables when revenue falls. The company has a focus within the finance, accounting, and IT staffing end markets and the industry is evolving with increasing automation and changes in employment models that present new opportunities and challenges that heightens execution risk. Moody's expects an aggressive financial policy that could include debt funded acquisitions as part of its growth strategy or shareholder returns. The ratings are supported by Vaco's position as an established player in the staffing and consulting industry that Moody's expects will benefit from broad secular trends towards outsourcing across end markets. The company has modest revenue and earnings diversity with a strategic staffing, permanent placement, and consulting segments that provide white collar professionals with skillsets within the IT, finance and accounting, and operations and HR space across broad end markets. The company's benefits from low capital expenditures requirements and a flexible cost structure that is tied to billable hours. Moody's considers profitability to be low for the rating and expects it should remain near current levels but would improve during periods of stronger hiring from higher permanent placement revenue growth relative to other services. Profitability is similar to other high skilled staffing firms such as APFS Staffing Holdings, Inc. (B2 stable) and ASGN Incorporated (Ba2 stable, 10%) and considerably higher than lower skilled staffing companies such as ManpowerGroup, Inc. (Baa1 stable, 3% to 4%) and Employbridge Holding Company (B2 stable, 2% to 4%). The company's margin profile is supported by its higher margin consulting segment that benefits from cross selling and utilization of skilled professionals from its staffing segment. The company has modest customer concentration, and salespeople generally operate at a local level with clients to enhance relationships and support client retention. An adequate liquidity profile is supported by cash on hand as of June 30, 2023, Moody's expectation of free cash flow, and availability on its senior secured revolving credit facility expiring 2027. The company's senior secured term loan has annual mandatory debt repayment that is expected to be sufficiently covered by internally generated free cash flow. The stable outlook reflects Moody's expectations for a 10% decline in revenue for the remainder of 2023 that will gradually stabilize in 2024 with debt to EBITDA declining to the high 6x, EBITA margins remaining at current levels over the next 12 months. Moody's also expects free cash flow to debt between 1% to 2% and EBITA to interest expense around 1.2x in 2024. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded through sustained revenue and earnings growth along with conservative financial policies supportive of debt to EBITDA remaining below 6x and expectations of free cash flow-to-debt sustained above 3%. The ratings could be downgraded should revenue decline more than Moody's expects or an expectation that debt leverage will be sustained above 7.5x or should liquidity deteriorate further including negative free cash flow could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Vaco Intermediate Holdings, controlled by Olympus since 2017 and based in Brentwood, Tennessee, encompasses a unique family of brands that provides end-to-end enterprise solutions. Vaco, the talent solutions brand and largest of the portfolio companies, specializes in executive, temporary, full-time and project and consulting professionals specializing in IT and digital, finance and accounting, and HR and operations. The company operates out of over 50 offices across the United States and has an expanding global footprint with onshore, nearshore and offshore capabilities. VIVOS REAL ESTATE: October 26 Hearing on Disclosure Statement ------------------------------------------------------------- Judge Maria Ellena Chavez-Ruark will convene a hearing to consider the approval of the Disclosure Statement of Vivos Real Estate Holdings, LLC will be held in Courtroom 3C of the U.S. Bankruptcy Court, U.S. Courthouse, 6500 Cherrywood Lane, Greenbelt, Maryland 20770, October 26, 2023 at 1:00 pm. Oct. 12, 2023, is fixed as the last day for filing and serving in accordance with Federal Bankruptcy Rule 3017(a) written objections to the Disclosure Statement. Attorney for the Debtor: Craig Palik, Esq. MCNAMEE HOSEA 6404 Ivy Lane, Suite 820 Greenbelt, MD 20770 About Vivos Real Estate Holdings Vivos Real Estate Holdings, LLC, a company in Rockville, Md., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 22-14207) on Aug. 2, 2022, listing as much as $50,000 in assets and $1 million to $10 million in liabilities. Naveen Doki, manager and president, signed the petition. Judge Maria Ellena Chavez-Ruark oversees the case. In September 2022, the Bankruptcy Court approved the Debtor's application to employ John Burns and the Burns Law Firm, LLC as bankruptcy counsel. John Burns and the Burns Law Firm subsequently withdrew as Debtor's counsel upon an order permitting such withdrawal on June 7, 2023. On June 7, 2023, the Bankruptcy Court approved the Debtor's application to employ Craig Palik and McNamee Hosea, P.A. as bankruptcy counsel. WAYFORTH LLC: William Callahan Jr. Named Subchapter V Trustee ------------------------------------------------------------- The Acting U.S. Trustee for Region 4 appointed William Callahan, Jr., Esq., at Gentry Locke as Subchapter V trustee for WayForth, LLC. Mr. Callahan will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Callahan declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William E. Callahan, Jr., Esq. Gentry Locke 10 Franklin Road, S.E., Suite 900 Roanoke, VA 24011 Phone: (540) 983-9309 Fax: (540) 983-9400 Email: callahan@gentrylocke.com About WayForth LLC WayForth, LLC delivers personalized moving and move management services for life and business in Central Virginia. The Debtor filed Chapter 11 petition (Bankr. E.D. Va. Case No. 23-33000) on Sept. 1, 2023, with up to $10 million in both assets and liabilities. Craig Shealy, manager, signed the petition. Judge Kevin R. Huennekens oversees the case. Kutak Rock, LLP represents the Debtor as legal counsel. WESTPACK HOLDINGS: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Michigan authorized Westpack Holdings, Inc. to use cash collateral on an interim basis in accordance with the budget. As of September 1, 2023, the Petition Date, the Huntington National Bank has an allowed, over secured claim in an amount not less than $499,432 plus interest accruing post-petition and attorney fees, as provided in 11 U.S.C. Section 506(b); and the U.S. Small Business Administration will be treated as a secured creditor in an amount not less than $100,000. Any security interest granted to a Secured Creditor will have the same type, rank, order, and priority post-petition as existed pre-petition, subject to a Final Order entered in the chapter 11 proceeding. There is no finding of validity, extent, or priority in connection with the Order. To the extent not already authorized by 11 U.S.C. Section 552(b), and notwithstanding 11 U.S.C. Section 552(a), as adequate protection for the Debtor's continued use of Secured Creditors' collateral, including cash collateral actually used by the Debtor, effective as of the Petition Date, the Debtor grants to Secured Creditors a replacement lien and security interest in all post-petition assets of Debtor of the same type, category, and priority constituting the pre-petition collateral of Secured Creditors. At all times hereafter, the value of such post-petition lien plus Secured Creditors' lien on then-existing pre-petition assets will not exceed the value of each respective Secured Creditors' Petition Date lien. As adequate protection for the Debtor's continued use of Secured Creditors' collateral, commencing with a payment due September 15, 2023, and on the 15th day of each month thereafter, the Debtor agrees to make monthly adequate protection payments to: a. Huntington in the amount of $4,657. b. The SBA in the amount of $500. As further adequate protection, and pursuant to 11 U.S.C. Section 506(b), the Debtor agrees to reimburse Huntington, an over secured creditor, for any and all reasonable costs including: attorney fees, consulting fees, audit fees, appraiser's fees, costs, charges or expenses, incurred post-petition allowed by the pre-petition loan documents and incurred by Huntington from time to time. These events constitute an "Event of Default": a. an order is entered dismissing the case, converting the case to a proceeding under Chapter 7 of the Code, appointing a trustee, whether under Chapter 11 (other than the Subchapter V Trustee) or Chapter 7, appointing an examiner, or terminating the authority of Debtor to conduct business; b. the Debtor's misrepresentation of any information contained in the reports provided to the U.S. Trustee and/or Secured Creditors; c. violation by the Debtor of any of the Debtor's covenants set forth in the Order or of any provision of any order of the Court other than the Order; d. the Debtor's failure to file a Plan of Reorganization within 90 days of the Petition Date; e. the Debtor's failure to pay its post-petition liabilities in full when they are due; and f. the Debtor's cessation of operations for any reason. A final hearing on the matter is set for October 10, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=1UN3TF from PacerMonitor.com. About Westpack Holdings, Inc. Westpack Holdings, Inc. is a family owned and operated company that supplies packaging to Michigan industries. In the petition signed by Richard Wilson, president, the Debtor disclosed $869,540 in assets and $2,159,188 in total liabilities. Judge Scott W. Dales oversees the case. A. Todd Almassian, Esq., at Keller & Almassian, PLC, represents the Debtor as legal counsel. WORLDPAY: Moody's Rates Proposed USD/GBP Secured Notes 'Ba3' ------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Boost Newco Borrower, LLC's (dba Worldpay) proposed US dollar and pound sterling senior secured notes. All other ratings are unaffected, including Worldpay's Ba3 Corporate Family Rating and Ba3 senior secured bank credit facilities rating. The outlook is stable. Net proceeds from the notes, senior secured credit facilities and new cash equity will be used by GTCR to acquire a 55% stake in Worldpay from Fidelity National Information Services, Inc. (FIS). FIS will retain a non-controlling 45% ownership in Worldpay. Assignments: Issuer: Boost Newco Borrower, LLC Senior Secured Regular Bond/Debenture, Assigned Ba3 RATINGS RATIONALE Worldpay' Ba3 CFR reflects the company's significant scale and a leading position as a global merchant acquirer and payment processor. The company benefits from re-occuring, transaction-based revenue, which in combination with strong retention rates, support good future revenue visibility. Ongoing secular trends such as the growth of electronic payments and cash displacement underpin Worldpay's long term growth potential. However, the merchant acquiring market is highly competitive with several established legacy players and newer entrants that continue to gain market share and increasingly target larger clients. As a result, Moody's expects that Worldpay will invest significantly and engage in a roll-up M&A strategy to enhance growth rates and strengthen its competitive position. The execution risks associated with the carve-out also pose constraints on the rating. Governance is a key consideration for the rating. Governance risks include the execution risk associated with Worldpay's separation from FIS, lack of public leverage targets, and majority ownership by a private equity firm. The controlled ownership raises concerns about the potential for shareholder friendly policies and an active M&A strategy. However, these risks are mitigated to some extent by the minority ownership of FIS, a public company, and its approval rights concerning debt incurrence. Despite the presence of some independent board members, Worldpay will be a controlled company. Given the focus on the growth of the business, Moody's expects that generated cash will be reinvested or applied towards acquisition activity. In the event that M&A transactions are financed through debt, resulting in increased leverage, Moody's expects the company to reduce leverage to pre-acquisition levels within a 1 to 2 year timeframe. The stable outlook reflects Moody's expectation that Worldpay's organic revenue grows in the low to mid-single digits while leverage remains in the mid-4x range. The stable outlook also considers Moody's expectation that the separation from FIS will be carried out according to the planned timeline and budget. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Worldpay achieves at least mid-single digit revenue and profit growth on a sustained basis and Moody's expects adjusted debt/EBITDA will be maintained in the low 4x range. The ratings could be downgraded if Worldpay's revenue and profit decline, or leverage is expected to sustain above 5x. Weaker free cash flow generation or liquidity could also result in a negative rating action. The Ba3 rating on the senior secured notes is the same as the Ba3 CFR reflecting the pari passu ranking with the senior secured credit facilities and minimal other liabilities in the company's capital structure. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Worldpay is a leading global merchant acquirer with a highly diversified customer base including e-commerce merchants, large multi-lane retailers and SMB merchants. Upon the close of transaction, Worldpay will be majority owned by GTCR with minority ownership maintained by FIS. In the LTM ended June 30, 2023 Worldpay generated $4.8 billion of revenue. WRIGHT EXCAVATING: Seeks to Tap Pope Firm as Bankruptcy Counsel --------------------------------------------------------------- Wright Excavating, Incorporated seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ The Pope Firm P.C. as its bankruptcy counsel. The firm's services include: a. providing legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigating and, if necessary, instituting legal action on behalf of the Debtor to collect and recover assets of the estate; c. preparing legal papers; d. assisting the Debtor in the preparation, presentation and confirmation of its Chapter 11 plan; e. representing the Debtor as may be necessary to protect its interests; and f. other legal services that may be necessary in the general administration of the Debtor's estate. The Pope Firm will be paid at these rates: Charles Pope, Esq. $350 per hour Hans Faust $275 per hour Paralegals and Law Clerks $150 per hour The firm received a retainer in the amount of $25,000, plus $1,738 filing fee. Charles Parks Pope, Esq., at The Pope Firm disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles Parks Pope, Esq. THE POPE FIRM, P.C. 404 E Watauga Ave. P.O. Box 6185 Johnson City, TN 37602 Tel: (423) 282-2512 Email: ecf@thepopefirm.com About Wright Excavating, Incorporated Wright Excavating, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tenn. Case No. 23-50904) on August 25, 2023. In the petition signed by Carson Todd Wright, president/sole SH, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Rachel Ralston Mancl oversees the case. Charles Parks Pope, Esq., at the Pope Firms, P.C., represents the Debtor as legal counsel. YELLOW CORP: Teamsters Union Urges Senate to Probe Bankruptcy ------------------------------------------------------------- The Teamsters Union is calling for the Senate to investigate the unfolding bankruptcy at Yellow Corp., following the Sept. 19 special Senate Judiciary Committee hearing on corporate manipulation of Chapter 11 bankruptcy. At the hearing, Sen. Amy Klobuchar (D-Minn.) called out Yellow, pointing to the company's attempts to expedite liquidation of its assets to evade responsibility for its mismanagement at the expense of workers. "After a company files for Chapter 11, employees risk losing their livelihoods, health benefits, and pensions through no fault of their own. These are things that workers have worked hard for and have earned, " Sen. Klobuchar said during the hearing. "This issue has become relevant to my state because just last month, Yellow Corp., one of the largest LTL carriers in the country, filed for bankruptcy. This bankruptcy jeopardizes the livelihood and health benefits of many hardworking Minnesotans, including 480 Minnesota Teamsters." The Teamsters demand a comprehensive investigation, calling on Senators Dick Durbin and Bernie Sanders to exclusively hold hearings before the Senate Committee on the Judiciary and the Health, Education, Labor, and Pensions (HELP) Committee to look into Yellow's bankruptcy. "More disturbing details of corruption, greed, and graft continue to emerge at Yellow. We call upon Senator Sanders and Senator Durbin to begin hearings," said Teamsters General President Sean M. O'Brien. "Yellow approved millions in executive bonuses in June at the same exact time that they were voluntarily choosing not to pay millions in worker health care and pension benefits. Workers in this country need real protections against corporations who game the system. We need real reform now that puts workers first in this process." The timing of Yellow's bankruptcy filing and the unusual steps it has taken while controlling the bankruptcy as a debtor-in-possession warrant scrutiny. An expedited liquidation would preclude a potential purchase of Yellow's assets from any party that may want to re-establish operations, which would benefit the economy, thousands of workers and their communities, and American taxpayers. "Yellow is trying to fast track liquidation. Meanwhile, more than 22,000 union workers are out of work after sacrificing more than $5 billion over the past 14 years through wage and benefit concessions, a fact the company would prefer to conceal from the American public and the bankruptcy courts," said Teamsters General Secretary-Treasurer Fred Zuckerman. "We haven't had bankruptcy reform in this country for nearly two decades. We need to take this opportunity to right the wrongs at Yellow and prevent them from happening again." Founded in 1903, the Teamsters Union represents 1.2 million hardworking people in the U.S., Canada, and Puerto Rico. Visit Teamster.org to learn more and follow us on Twitter @Teamsters and on Facebook at Facebook.com/teamsters. About Yellow Corporation Yellow Corporation -- www.myyellow.com -- operates logistics and less-than-truckload (LTL) networks in North America, providing customers with regional, national, and international shipping services throughout. Yellow's principal office is in Nashville, Tenn., and is the holding company for a portfolio of LTL brands including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company Yellow Logistics. Yellow Corporation and 23 affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow Corp had $2,152,200,000 in total assets against $2,588,800,000 in total liabilities. The petitions were signed by Matthew A. Doheny as chief restructuring officer. Kirkland & Ellis LLP is serving as the Company's restructuring counsel, Pachulski Stang Ziehl & Jones LLP is serving as the Company's Delaware local counsel, Kasowitz, Benson and Torres LLP is serving as special litigation counsel, Goodmans LLP is serving as the Company's special Canadian counsel, Ducera Partners LLC is serving as the Company's investment banker, and Alvarez and Marsal is serving as the Company's financial advisor. Epiq Bankruptcy Solutions serves as claims and noticing agent. Ernst & Young acts as tax services provider. Milbank LLP, serves as counsel to certain investment funds and accounts managed by affiliates of Apollo Capital Management, L.P. White & Case LLP, serves as counsel to Beal Bank USA. Arnold & Porter Kaye ScholerLLP, serves as counsel to the United States Department of the Treasury. Alter Domus Products Corp., the Administrative Agent to the DIP Lenders, is represented by Holland & Knight LLP. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Yellow Corporation and its affiliates. ZHANG MEDICAL: Hires Schulman Lobel LLP as Accountant ----------------------------------------------------- Zhang Medical P.C. d/b/a New Hope Fertility Clinic seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Schulman Lobel LLP as accountant. The firm will provide these services: -- prepare monthly operating reports; -- prepare cash flow projections to support the Debtor’s proposed plan of reorganization; -- assist the Debtor with its review of claims; -- attend hearings and meetings with counsel and the court; and -- amend or complete tax returns that have not been filed or filed incorrectly. The firm will be paid at these rates: Partners and Principals $400 to $600 per hour Tax Supervisors and Managers $235 to $335 per hour Seniors and Staff Accountants $155 to $235 per hour Bookkeepers $125 to $205 per hour The firm will be paid a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Norman H. Schulman, a managing partner at Schulman Lobel LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Norman H. Schulman Schulman Lobel LLP 1001 Avenue of the Americas, 2nd Floor New York, NY 10018 Tel: (212) 868-5781 Fax: (212) 602-0195 About Zhang Medical P.C. d/b/a New Hope Fertility Clinic New York-based Zhang Medical P.C. specializes in low and no-drug infertility solutions that help women conceive with minimal invasiveness. It conducts business under the name New Hope Fertility Clinic. Zhang Medical filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10678) on April 30, 2023, with $1 million to $10 million in both assets and liabilities. Eric Huebscher has been appointed as Subchapter V trustee. Judge Philip Bentley oversees the case. Joseph D. Nohavicka, Esq., at Pardalis & Nohavicka, LLP is the Debtor's counsel. [*] Iron Horse to Auction Luxury, Exotic Vehicles on Sept. 12 ------------------------------------------------------------- The Iron Horse Auction Company will hold an online bankruptcy auction of luxury and exotic vehicles. Auction Info: ONLINE ONLY September 12th at 8:00 a.m.- September 19th at 12:00 p.m. INSPECTION September 15th from 9:00 a.m. to 3:00 p.m. September 18th from 9:00 a.m. to 3:00 p.m. CHECKOUT September 21st from 9:00 a.m.-3:00 p.m. ITEM LOCATION 1205 Galleria Blvd, Rock Hill, South Carolina 29730 PERSONAL PROPERTY DESCRIPTION 2021 Porsche 911 Turbo S CPE, 3,592 Miles, VIN: WP0AD2A98MS257161 2022 Lamborghini Urus*, 11,153 Miles, VIN: ZPBUA1ZL5NLA17408 2022 Ford F-250, VIN: 1FT8W26TXNEF38493 2022 Ford F-250, VIN: 1FT8W26T6NED49131 2019 Ford F-150, VIN:1FTEW1EB6KFB24309 2019 Ford F-150, VIN:1FTEW1E50KFA92032 More information coming soon on the vehicles. AUCTION MANAGER Will Lilly will@ironhorseauction.com Visit https://www.ironhorseauction.com for more information. [*] Julia Frost-Davies Joins Greenberg Traurig's Bankruptcy Dept. ----------------------------------------------------------------- Global law firm Greenberg Traurig, LLP expands its global Restructuring & Bankruptcy Practice with the addition of leading creditors lawyer Julia Frost-Davies as a shareholder in the firm's Boston office. She joins from Morgan Lewis & Bockius LLP where she was a partner. With over 25 years of experience, Ms. Frost-Davies has a nationally recognized, market-leading practice representing creditors in complex Chapter 11 cases. She counsels clients in distressed debt situations and those facing bankruptcy litigation and appeals and is well respected in bankruptcy courts across the country. "The addition of Julia further bolsters our global restructuring team," said Shari L. Heyen, co-chair of the firm's global Restructuring & Bankruptcy Practice and managing shareholder of the Houston office. "Julia's strong reputation and depth of experience, coupled with her longstanding relationship with several of our lawyers, allow us to assist clients across a broader range of industries, particularly in the areas of retail lending, private placement, and energy." Ms. Frost-Davies represents investors and lenders throughout the capital structure on virtually all aspects of restructuring and related litigation, including debtor-in-possession financing, distressed M&A transactions, claim and plan negotiation and litigation, and out-of-court workouts. She works with companies in a variety of sectors and industries including energy, retail, municipal bonds, and financial services. "We are delighted to welcome Julia to the firm," said Diane N. Ibrahim, regional operating shareholder of the firm's Boston office. "Adding Julia to our growing Restructuring & Bankruptcy Practice is a strategic move. She is a top-tier lawyer in areas where our clients need services, and there is no one better to join our team than someone who has previously worked alongside Greenberg Traurig lawyers for common clients." Ms. Frost-Davies said, "Greenberg Traurig offers a strong global platform and has a demonstrated commitment to investing in its restructuring practice to best meet the needs of its clients. I'm excited to practice with New York Restructuring & Bankruptcy Chair Oscar Pinkas, whom I've known for years, and the rest of the firm's restructuring team." A fellow of the American College of Bankruptcy, Ms. Frost-Davies is ranked in band one of Chambers USA and has regularly been recognized by The Legal 500 United States, The Best Lawyers in America, LawDragon 500, Super Lawyers, and Turnarounds & Workouts. She is a frequent panelist and speaker for the American Bankruptcy Institute and has co-chaired the American Bankruptcy Institute, Northeast Bankruptcy Conference. Additionally, Frost-Davies is a founding director and officer of The Honorable Tina Brozman Foundation for Ovarian Cancer Research (Tina's Wish). About Greenberg Traurig's Restructuring & Bankruptcy Practice: Greenberg Traurig's internationally recognized Restructuring & Bankruptcy Practice provides clients with deep insight and knowledge acquired over decades of advisory transaction and litigation experience. The team has a broad and diverse range of experience developing creative and effective solutions to the highly complex issues that arise in connection with in- and out-of-court reorganizations, restructurings, workouts, liquidations, and distressed acquisitions and sales. Using a multidisciplinary approach, the firm's vast resources and invaluable business network, the team helps companies navigate challenging times and address the full range of issues that can arise in the course of their own restructurings or dealings with other companies in distress. About Greenberg Traurig's Boston Office: Established in 1999, Greenberg Traurig's Boston office is home to more than 85 attorneys practicing in the areas of banking and finance, corporate, emerging technology, energy, environmental, gaming, governmental affairs, intellectual property, labor and employment, life sciences and medical technology, litigation, public finance, real estate, restructuring and bankruptcy, tax, and white collar defense and investigations. An important contributor to the firm's international platform, the Boston office includes a team of nationally recognized attorneys with both public and private sector experience. The team offers clients the value of decades of helping clients in complex legal matters and hands-on knowledge of the local business community, supported by the firm's vast network of global resources. About Greenberg Traurig: Greenberg Traurig, LLP has more than 2650 attorneys in 47 locations in the United States, Europe and the Middle East, Latin America, and Asia. The firm is a 2022 BTI "Highly Recommended Law Firm" for superior client service and is consistently among the top firms on the Am Law Global 100 and NLJ 500. Greenberg Traurig is Mansfield Rule 5.0 Certified Plus by The Diversity Lab. The firm is recognized for powering its U.S. offices with 100% renewable energy as certified by the Center for Resource Solutions Green-e(R) Energy program and is a member of the U.S. EPA's Green Power Partnership Program. The firm is known for its philanthropic giving, innovation, diversity, and pro bono. Web: http://www.gtlaw.com/ [*] SCP's Larry Perkins Named Top 100 Restructuring Professionals ----------------------------------------------------------------- SierraConstellation Partners ("SCP"), a national interim management and advisory firm, on Sept. 19 disclosed that Founder and Chief Executive Officer Larry Perkins has been recognized as one of Global M&A Network's 2023 Top 100 Restructuring Professionals for their 10(th) annual "Distinction in Dealmaking" list. The annual list ranks the leading consultants, investment bankers, and lawyers from the restructuring, distressed M&A and turnaround communities. Perkins is featured on the list in the highly selective consultant category, which honors the top 25 consultants in the M&A field. His recognition comes on the heels of an outstanding year for SCP, including recognition as "Boutique Consulting Firm of the Year" at the 15th Annual Turnaround Atlas Awards. The firm was also selected as the winner of "Chapter 11 Restructuring of the Year (Small)" for their work with NewAge, Inc., a publicly traded seller of beverages, supplements and other health and wellness products. "I'm honored to be recognized by the Global M&A Network, but our success has truly been a team effort," said Perkins. "The SCP team has delivered for our clients across a wide variety of mandates spanning performance improvement, financial restructuring, and interim management. We face unique high-stakes challenges each day that require balancing the interests of a diverse group of stakeholders, and every time, our team rises to the occasion. They are the reason SCP has earned so much trust from our clients, and I am thrilled to accept this award on their behalf." Perkins has more than 20 years of experience leading and advising companies through restructurings, bankruptcies, and other challenging transitions. He has served as an Interim CEO/President, Chief Restructuring Officer, and Board Director, among other roles, at numerous middle-market companies. He founded SCP following a career in management consulting and has since grown the firm to be one of the leading middle-market interim management firms in the nation. Global M&A Network is a diversified digital media, information, and world-class connecting company headquartered in New York, USA. The company produces educational forums and the world's most prestigious Turnaround, M&A, and Women Atlas Awards worldwide. For more information, please visit: https://globalmanetwork.com/top-100-restructuring-professionals-2023-consultants/. About SierraConstellation Partners SierraConstellation Partners LLC (SCP) -- http://www.sierraconstellation.com/-- is a national interim management and advisory firm headquartered in Los Angeles and has a presence in Boston, Chicago, Dallas, Florida, New York, and Seattle. SCP serves middle-market companies and their partners and investors navigating their way through difficult business challenges. As former CEOs, COOs, CFOs, private equity investors, and investment bankers, its team of senior professionals has decades of experience operating and advising companies. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***