/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230925.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, September 25, 2023, Vol. 27, No. 267 Headlines 17985 BEAR VALLEY: Case Summary & Two Unsecured Creditors 371 CALABASAS: Unsecureds to Get 100 Cents on Dollar in Plan 511 SEAWARD: Disclosure Statement Hearing on Oct. 25 A-CAM APTS: Oct. 19 Hearing on Disclosure Statement ABSOLUTE HOME: Unsecureds Will Get 100% of Claims in Plan ADAMS HOME: Fitch Assigns BB- Rating on New Sr. Unsecured Notes ADAMS HOMES: Moody's Rates New $250MM Sr. Unsecured Notes 'B2' ADAMS HOMES: S&P Upgrades ICR to 'B+' on Revolver Repayment ADAVAN FITNESS: Unsecureds to Split $103K in Consensual Plan AEROTECH MIAMI: Seeks $22.6MM DIP Loan from Synovus ALECTO HEALTHCARE: Claims to be Paid From Available Cash and Income ALLEGRO MICROSYSTEMS: S&P Affirms 'B+' ICR, Outlook Stable AMERICAN SCREENING: FTC Says Plan Patently Unconfirmable AMERICAN SCREENING: US Trustee Says Plan Not Confirmable AMYRIS INC: Court OKs $190MM DIP Loan from Euagore ANTIGUA INVESTMENTS: Case Summary & 15 Unsecured Creditors APPHARVEST PRODUCTS: Comm. Taps M3 Advisory as Financial Advisor APPHARVEST PRODUCTS: Comm. Taps McDermott Will & Emery as Counsel ARK LABORATORY: Available Cash & Asset Sale Proceeds to Fund Plan ART & DENTISTRY: Case Summary & 20 Largest Unsecured Creditors ASP LS ACQUISITION: $455MM Bank Debt Trades at 17% Discount ASP NAPA: S&P Lowers ICR to 'B-' on Pressure From Wage Inflation AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece AVENIR MEMORY: PCO Reports Staffing Changes AVERY ASPHALT: October 25 Hearing on Disclosure Statement BELMONT TRADING: Court OKs Cash Collateral Access Thru Sept 29 BILLING ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors BITNILE METAVERSE: Steve Nelson Resigns as Director BPI SPORTS: Unsecured Creditors Will Get 66.7% of Claims in Plan BRIGHT HEALTH: Units Reach Deal With CMS on $380M Delayed Payments CALAMP CORP: Egan-Jones Retains CCC- Senior Unsecured Ratings CARING HANDS: Seeks Cash Collateral Access Thru Nov 15 CARMAX INC: Egan-Jones Retains BB+ Senior Unsecured Ratings CELSIUS NETWORK: Hires FTI Consulting to Provide Expert Services CENTER FOR ALTERNATIVE: Unsecureds to Split $45K in Consensual Plan CHAPIN DAIRY: Court OKs Cash Collateral Access Thru Dec 14 CHEMICAL EXCHANGE: Court OKs $10MM DIP Loan from Briar Capital CHICK LUMBER: Wins Cash Collateral Access Thru Dec 31 CIBT GLOBAL: $385MM Bank Debt Trades at 36% Discount CLEARY PACKAGING: Oct. 26 and 27 Plan Confirmation Hearing CNBG REAL ESTATE: Asset Sale Proceeds to Fund Plan COMINAR REAL: DBRS Confirms BB(high) Issuer Rating CONNER CREEK: Case Summary & 18 Unsecured Creditors CONTINENTAL AMERICAN: Case Summary & 20 Top Unsecured Creditors CONTINENTAL AMERICAN: Case Summary & 20 Top Unsecured Creditors CPI LUXURY: Court OKs Deal on Cash Collateral Access CROWN HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable CYTOSORBENTS CORP: Kathleen Bloch Resumes as Full-Time CFO CYXTERA TECHNOLOGIES: GUC Recovery Still Undetermined D & M MANAGEMENT: Voluntary Chapter 11 Case Summary DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Sept 28 DE LA REINA: No Classes Impaired Under Plan DELTA MARKETING: Voluntary Chapter 11 Case Summary DKM PROPERTIES: Voluntary Chapter 11 Case Summary DUCKWORTH LLC: Court OKs Cash Collateral Access on Final Basis ENVISION HEALTHCARE: $2.20BB Bank Debt Trades at 77% Discount ENVISTACOM LLC: Court Approves Disclosures on Interim Basis ESJ TOWERS: Seeks 45-Day Extension to File Chapter 11 Plan EVANGELICAL RETIREMENT: Hires Avison Young as Real Estate Broker EYECARE PARTNERS: $250MM Bank Debt Trades at 23% Discount FGV FRESNO: UST Agrees to Defer Disclosures Hearing to Nov. 15 FIRE & FLOWER: Completes Sales Process to Fika Cannabis FLAME NEWCO: Moody's Assigns B3 CFR Following Bankruptcy Emergence FTX GROUP: Jaquars QB Lawrence Settles Endorsement Suit GAINWELL HOLDING: Moody's Alters Outlook on 'B3' CFR to Negative GARCIA GRAIN: Gets OK to Sell Willacy Property for $157,500 GARCIA GRAIN: Unsecureds Owed $62K to Get 40 Cents on Dollar GAUCHO GROUP: Raises $405K Through Units Private Placement GENESIS CARE: No Decline in Patient Care at EFM, PCO Report Says GENESIS CARE: No Decline in Patient Care at WFCM, PCO Report Says GENESIS GLOBAL: Gemini Denounces DCG Bankruptcy Proposal GOLYAN ENTERPRISES: Amends Plan to Include Prepetition Litigation HARTMAN SPE: Court OKs Interim Cash Collateral Access HOME HEALTHCARE: Unsecureds to be Paid in Full in 5 Years HRNI HOLDINGS: S&P Hikes ICR to 'B+' on Steady Market Share Growth HUB DUB: Seeks to Hire Levin Ginsburg as Special Counsel IGLESIAS EYE: Court OKs Interim Cash Collateral Access IMMANUEL SOBRIETY: Unsecureds Will Get 8.1% of Claims in Plan INDRA HOLDINGS: $50MM Bank Debt Trades at 49% Discount INFOBLOX INC: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative INN S.F. ENTERPRISE: Amends Unsecureds & First Commercial Claims INT ASSOC OF SHEET METAL: Unsecured Creditors Will Get 2% in Plan INTEGRATED CARE: Court OKs Interim Cash Collateral Access INTOUCH FOOTWEAR: Court OKs Interim Cash Collateral Access J.C.M. FOODS: Voluntary Chapter 11 Case Summary JL DANIELS GROUP: Case Summary & One Unsecured Creditor LJF INC: Court OKs $148,189 DIP Loan from KF Holdings LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 27% Discount LUNYA COMPANY: Continued Operations to Fund Plan LYLA LEE: Unsecured Creditors to Split $5.5K over 55 Months M/I HOMES: Fitch Affirms 'BB' LongTerm IDR & Then Withdraws Rating MALLINCKRODT PLC: Paid $21 Million to Three Big Law Firms MCCONNELL SAND: Unsecured Creditors to Split $100K over 3 Years MILE HI TRANSPORTATION: Court OKs Cash Access Thru Oct 18 MITCHELL GOLD: U.S. Trustee Appoints Creditors' Committee MRC GLOBAL: S&P Downgrades ICR to 'B-' on Upcoming Term Loan MV REALTY PBC: Voluntary Chapter 11 Case Summary NASHVILLE SENIOR CARE: Court OKs $2.85MM DIP Loan from UMB Bank NOBLE HOUSE: Gets OK to Sell Assets by Auction NUOVO CIAO-DI: Selling Condo Units to Greenwich Development OCEANEERING INTERNATIONAL: S&P Rates $200MM Sr. Notes Add-On 'BB-' OFF LEASE ONLY: Wins Cash Collateral Access Thru Sept 30 ORBITAL INFRASTRUCTURE: Alter Domus, Streeterville DIP Loans OK'd PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 39% Discount PDC ENERGY: Moody's Withdraws 'Ba2' CFR Following Debt Defeasance PEGASUS HOME: Seeks to Hire Epiq as Administrative Advisor PEGASUS HOME: Seeks to Hire SSG Advisors as Investment Banker PEGASUS HOME: Seeks to Hire Young Conaway Stargatt as Counsel PEGASUS HOME: Taps Tim Boates of RAS Management as Interim CEO PIONEER NATIONAL: Case Summary & 20 Largest Unsecured Creditors PLYMOUTH PLACE: Fitch Affirms 'BB+' Rating on 2022 Bonds PROPPANT TECH: Bid to Use Cash Collateral Denied as Moot REDSTONE HOLDCO: $450MM Bank Debt Trades at 35% Discount RISING TIDE: S&P Downgrades ICR to 'SD' After Distressed Exchange SABRINAS ATLANTIC: Unsecureds to Get Share of Income for 5 Years SALEM MEDIA: Moody's Lowers CFR & Senior Secured Notes to Caa3 SELAH MOUNTAIN: Amends Unsecureds & Kapitus Secured Claims Pay SIMMONS FOODS: Moody's Affirms B2 CFR & Alters Outlook to Negative SOUND INPATIENT: $200MM Bank Debt Trades at 54% Discount SPITFIRE ENERGY: Court OKs Interim Cash Collateral Access STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings STRATIS CORP: Court OKs Interim Cash Collateral Access STULTZ & STEPHAN: Unsecureds to Get 100 Cents on Dollar in Plan SUMMIT GAS: Unsecureds Will Get 0.02% of Claims in Plan SUNNOVA ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable TEAM HEALTH: $1.59BB Bank Debt Trades at 23% Discount TORI BELLE: Unsecureds to Get 10 Cents on Dollar in Plan TRUGREEN LP: $275MM Bank Debt Trades at 36% Discount TUFFSTUFF FITNESS: Seeks Cash Collateral Access, $250,000 DIP Loan TUPPERWARE BRANDS: Expects to File Form 10-K by Mid-October TUPPERWARE BRANDS: Madeline Otero Quits as EVP & CAO U.S. SILICA: Egan-Jones Retains B- Senior Unsecured Ratings UNIFORM FACTORY: Unsecureds to be Paid in Full in Plan UNIVERSITY SQUARE: Gets OK to Sell Assets by Auction VAIL RESORTS: Egan-Jones Retains B+ Senior Unsecured Ratings VANTAGE TRAVEL: Cash Access, DIP Loan OK'd on Final Basis VENTURE INC: Voluntary Chapter 11 Case Summary VERDE BIO: Incurs $317K Net Loss in First Quarter VIANT MEDICAL: S&P Upgrades ICR to 'B-', Outlook Stable VITAL PHARMACEUTICALS: Files Amendment to Disclosure Statement VOYAGER TRAVEL: Files Emergency Bid to Use Cash Collateral WEINSTEIN CO: Chapter 11 Trust Receives $1-Mil. Trustee Fee Refund WEWORK COS.: At Risk of Chapter 11 Bankruptcy Filing WEXFORD LABS: Unsecureds to Get Share of Income for 5 Years WHEEL PROS: S&P Cuts ICR to 'SD' Following Distressed Transaction YELLOW CORP: Court OKs $212.5MM DIP Loan from Alter Domus YELLOW CORP: Court OKs Cash Collateral Access on Final Basis ZAYO GROUP: EUR750MM Bank Debt Trades at 24% Discount ZEKELMAN INDUSTRIES: S&P Raises ICR to 'BB+' on Solid Track Record [^] BOND PRICING: For the Week from September 18 to 22, 2023 ********* 17985 BEAR VALLEY: Case Summary & Two Unsecured Creditors --------------------------------------------------------- Debtor: 17985 Bear Valley Road LLC 17985 Bear Valley Rd Hesperia, CA 92345 Business Description: 17985 Bear is the owner of real property located at 17985 Bear Valley Rd., Hesperia, CA with a current value of $1.9 million. The Debtor also owns a vacant land adjacent to the Property valued at $150,000. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-14326 Judge: Hon. Wayne E Johnson Debtor's Counsel: Sammy Zreik, Esq. WHITBECK, KOOSHKI & ZREIK LLP 21515 Hawthorne Blvd. Suite 1130 Torrance, CA 90503 Tel: 888-972-9477 Fax: 310-540-1112 Email: sammy.zreik@wkzlaw.com Total Assets: $2,050,000 Total Liabilities: $3,210,888 The petition was signed by Norik Bagramian as authorized representative of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2PRJTSQ/17985_Bear_Valley_Road_LLC__cacbke-23-14326__0001.0.pdf?mcid=tGE4TAMA 371 CALABASAS: Unsecureds to Get 100 Cents on Dollar in Plan ------------------------------------------------------------ 371 Calabasas, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a Plan of Reorganization for Small Business dated September 14, 2023. The Debtor's sole member is David Blume. The Debtor owns and operates the real property located at 371 Calabasas Road, Watsonville, CA consisting of 14.54 acres with two single family dwellings, an office building, warehouses, and 8 greenhouses along with farmland (the "Real Property"). The Debtor is a California limited liability company established in 2016. The Debtor's sole member is David Blume. The Debtor and its tenants conduct business activities including but not limited to operating the Real Property. The tenants struggled to remain viable and/or otherwise continue operations during the early years of the COVID-19 worldwide pandemic and as a result fell behind in payment of monthly rents to the Debtor. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $439,636 over a 3-year period beginning January 1, 2024. The final Plan payment is expected to be paid on or before December 31, 2026. This Plan of Reorganization proposes to pay creditors of the Debtor from the proceeds of ongoing farming operations, rents, and sale or refinance of the Debtor's Real Property within 36 months of confirmation. Non-priority unsecured creditors holding allowed claims will receive a distribution, which the proponent of the Plan has valued as approximately 100 cents on the dollar. The Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. Holders of allowed non-priority unsecured claims shall receive payment in full without interest upon the sale or refinance of the Debtor's Real Property and after payment in full of all secured creditors, administrative creditors and priority creditors. This Class is impaired. The equity security holders of the Debtor shall retain their interests without modification. The Debtor will collect the rents from the tenants of the Real Property commencing in January 2024. The Debtor will also generate net income from its direct business activities including campsites and short term rentals. All rents will be deposited into the Debtor's account and after payment of expenses for operating the Real Property the collected rents shall be used for making monthly interest only payments to the secured creditors in Plan Classes 2(a), 2(b), 2(c) and 2(e) and payments of priority taxes. Plan Class 2(e) shall receive monthly payments equal to at least 1/36th of the delinquent secured property taxes together with statutory interest. As the tenants are able to increase the amount of their monthly payments to begin to repay their rental arrears, the payments to Plan Classes 2(a) through 2(e) may similarly increase. Under Plan Alternative A, the Debtor will sell the Real Property within 3 years or less of the plan confirmation date. The sale price shall be sufficient to pay from escrow the remaining allowed secured claims of Plan Classes 2(a)-2(e) in full, together with customary payment of pro-rated real property taxes owed to the County of Santa Cruz, commissions and customary costs of sale. The Debtor may reopen the bankruptcy case to obtain Court approval of the sale, including seeking Court assistance to address disputed payoff demands from secured creditors. The net sale proceeds from escrow shall then be used to pay the remaining balance of administrative claims, allowed priority tax claims with statutory interest and payment of allowed Class 3 general unsecured claims without interest. Any remaining funds from the sale may then be distributed to the equity holder of the Debtor. Under Plan Alternative B, the Debtor will refinance the allowed secured claims of Classes 2(a) through 2(e) within 3 years or less of the plan confirmation date. Refinancing may proceed through one or more transactions, and refinancing may pay in full the allowed Class 2(b) secured claim prior to paying in full the allowed Class 2(a), 2(c), 2(d) and 2(e) secured claims. A full-text copy of the Plan of Reorganization dated September 14, 2023 is available at https://urlcurt.com/u?l=3hi3MS from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Julie H. Rome-Banks, Esq. Binder & Malter, LLP 2775 Park Avenue Santa Clara, CA 95050 Tel: (408) 295-1700 Fax: (408) 295-1531 Email: julie@bindermalter.com About 371 Calabasas 371 Calabasas, LLC, owns and operates the real property located at 371 Calabasas Road, Watsonville, CA consisting of 14.54 acres with two single family dwellings, an office building, warehouses, and 8 greenhouses along with farmland (the "Real Property"). The Debtor filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 23-50652) on June 16, 2023, with $1 million to $10 million in both assets and liabilities. Gina Klump has been appointed as Subchapter V trustee. Judge Stephen L. Johnson oversees the case. Michael W. Malter, Esq., at Binder & Malter, LLP is the Debtor's legal counsel. 511 SEAWARD: Disclosure Statement Hearing on Oct. 25 ---------------------------------------------------- 511 Seaward LLC is slated to seek approval on Oct. 25, 2023, of the Disclosure Statement explaining its Chapter 11 Plan of Liquidation dated August 10, 2023. In support of the Motion, the Debtor submits the following memorandum of points and authorities and the declaration of Robert Montgomery. On August 10, 2023, the Debtor filed its Disclosure Statement and Plan. The original hearing on the approval of the Disclosure Statement was set for September 27, 2023, at 1:30 p.m. The status conference on the chapter 11 case was also continued to that same date and time O September 13, 2023, the Debtor filed its motion to approve the Disclosure Statement as containing adequate information pursuant to 11 U.S.C. § 1125 and selected a hearing date of October 25, 2023 at 1:30 p.m. in order to provide the 42-days' notice as required by the Local Bankruptcy Rules. The Debtor may also use this additional time to revise the Plan and Disclosure Statement to address certain objections that werepreviously filed by certain creditors of the Estate. Accordingly, the Debtor sought and obtained an order providing that the Disclosure Statement Hearing and the Status Conference currently set for September 27, 2023, is continued to October 25, 2023 at 1:30 p.m. Any further opposition and reply in association with the Disclosure Statement Hearing shall be filed in accordance with the Local Bankruptcy Rules and the Debtor will file an updated status report 14-days prior to the continued Status Conference Attorneys for the Debtor: David M. Goodrich, Esq. Beth E. Gaschen, Esq. GOLDEN GOODRICH LLP 3070 Bristol Street, Suite 640 Costa Mesa, CA 92626 Telephone:(714) 966-1000 Facsimile:(714) 966-1002 E-mail: dgoodrich@go2.law bgaschen@go2.law About 511 Seaward 511 Seaward, LLC is engaged in activities related to real estate. The company is based in Newport Beach, Calif. with as much as $1 million to $10 million in both assets and liabilities. Robert Montgomery as managing member, signed the petition. Golden Goodrich, LLP, serves as the Debtor's legal counsel. A-CAM APTS: Oct. 19 Hearing on Disclosure Statement --------------------------------------------------- Judge Jerrold N. Poslusny, Jr., has entered an order that a hearing on the adequacy of the Disclosure Statement of A-Cam Apts LLC will be held on October 19, 2023 at 10 a.m. in Courtroom 4C, 400 Cooper Street, Camden, NJ 08101. Written objection to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing before this court. About A-Cam Apts A-Cam Apts LLC is the owner of real property at 118 E. Taylor Avenue, Wildwood, New Jersey having purchased the property on May 26, 2021. The Debtor filed a Chapter 11 petition (Bankr. D.N.J. Case No. 23-13254) on April 19, 2023, with $0 to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Jerrold N. Poslusny Jr. oversees the case. Marc C. Capone of Gillman, Bruton & Capone, LLC, is the Debtor's legal counsel. ABSOLUTE HOME: Unsecureds Will Get 100% of Claims in Plan --------------------------------------------------------- Absolute Home Health, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Second Amended Plan of Reorganization dated September 18, 2023. The history of the Debtor and HHRS commences when it was purchased by Stori Worth and her husband, Carl, on or about January 18, 2019. Worth was a trained nurse, and Carl a businessperson. The Debtor's bankruptcy was filed in tandem with a related case, Home Healthcare Renewal Services, Inc. ("HHRS") (HHR's case number 23-03562 in the United States Bankruptcy Court for the Northern District of Illinois) because HHRS, due to a legacy cash management system, received income for the Debtor, which conducted home healthcare services, issued invoices, maintained regulatory compliance, and so forth. The 2020 COVID-19 pandemic, along the way, sharply reduced the market for home healthcare services being rendered by the Debtor and HHRS. It has only been the protection of the automatic stay and the rigor imposed upon them by the bankruptcy process that has enabled the Debtor and HHRS to keep from falling further into debt. The Debtor and HHRS are improving their procedures and policies, collecting revenue at a rate higher than ever, paying staff and quarterly withholdings on a timely basis, and will be able to pay 100% of their claims owed. The value of the Debtor is generated by the continued operation of its business. As a result, creditors will derive the most benefit from allowing the Debtor to restructure and generate income sufficient to satisfy the payments under the plan. The Debtor's Plan divides claims into four classes. The first class provides for payment to the secured claim of Capital Dude, LLC, the purchaser under a sale contract of future receipts. The second provides for payment to the secured claim of the Internal Revenue Service and Illinois Department of Revenue, and the third to the priority unsecured claims of the Illinois Department of Employment Security. The fourth provides for the payment to the Debtor's approximately $500,000 in allowed general unsecured claims. Class 3 consists of Priority Unsecured Claims of the Illinois Department of Employment Security. The Illinois Department of Employment Security has filed two priority claims that are not tax claims. It asserts priority claims of $35,050.59 and $3,333.43. The Debtor proposes to pay these claims in full with monthly payments of $584.17 and $55.58 per month, commencing 30 days after the effective date of the plan. Class 4 consists of Allowed general unsecured claims. General unsecured claims will be paid at 100% of their value in full, pro rata, pro rata, without interest, during the term of the plan. The Debtor projects income to be derived from two sources – its ongoing income, and the collection of its unpaid receivables. The Debtor will have cumulative projected disposable income sufficient to pay the required payments under the Plan. The Plan is a 5-year plan. The final Plan payment will be in approximately 2028. A full-text copy of the Second Amended Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=tTZO0W from PacerMonitor.com at no charge. Debtor's Attorneys: William J. Factor, Esq. Justin R. Storer, Esq. FACTORLAW 105 W. Madison Street, Suite 1500 Chicago, IL 60602 Tel: (312)373.7226 Fax: (847) 574-8233 Email: jstorer@wfactorlaw.com About Absolute Home Absolute Home Health, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 23-03559) on March 16, 2023, with $0 to $50,000 in assets and $500,001 to $1 million in liabilities. Judge A. Benjamin Goldgar oversees the case. William J. Factor, Esq. of FACTORLAW, is the Debtor's legal counsel. ADAMS HOME: Fitch Assigns BB- Rating on New Sr. Unsecured Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'BB-'/'RR3' rating to Adams Homes, Inc's proposed offering of senior unsecured notes. The notes will rank pari passu with the company's other senior unsecured debt. The company intends to use the net proceeds from the notes to repay outstanding revolver borrowings, tender a portion of its senior unsecured notes due 2025 and for general corporate purposes. Fitch has also affirmed Adams' Long-Term Issuer Default Rating (IDR) at 'B+', its senior unsecured revolving credit facility at 'BB+'/'RR1' and senior unsecured notes due 2025 at 'BB-'/'RR3'. The Rating Outlook is Stable. Correction: Fitch corrected the security designation for the company's revolving credit facility to 'senior unsecured' from 'senior secured.' The instrument rating was not impacted by this change as the credit agreement contains a springing lien provision, which Fitch expects would be triggered in a distress scenario, resulting in a higher-ranking claim relative to the senior unsecured notes upon the occurrence of a trigger event. KEY RATING DRIVERS Limited Geographic Diversification: The company is meaningfully less geographically-diversified compared with most of the U.S. homebuilders in Fitch's coverage. Adams' geographic concentration in the south-eastern U.S. leaves the company exposed to an outsized impact during cyclical downturns, or a meaningful pullback in housing demand in this region. As of June 30, 2023, Adams had 118 active communities across seven states. Modest Leverage: Adams has meaningful rating headroom relative to the negative rating sensitivities for the 'B+' IDR, as Fitch-calculated net debt to capitalization (excluding $50 million of cash classified by Fitch as not readily available for working capital) was 25.5% at June 30, 2023 and EBITDA leverage was 1.3x for the LTM period. Fitch expects these ratios will weaken slightly as revenue growth moderates and margins compress, resulting in net debt to capitalization of around 28%-33% and EBITDA leverage in the 1.5x-2.0x range in 2023 and 2024. Management has a leverage target of total debt to capitalization below 45% (recently lowered from 50%), and has kept net debt to capitalization below 45% in recent years. Fitch expects Adams to increase debt during the forecast period to replenish its inventory and continue growing its footprint, which could push net debt to capitalization closer to 45%. Lower Growth and Margins through 2024: Adams' revenue grew 25% in 2022, but Fitch expects revenue growth to moderate to 8.5%-9.5% in 2023 and 2%-4% in 2024 as affordability issues, a softer economic environment and lower consumer confidence continue to weigh on demand. Fitch-calculated EBITDA margin was 18.4% in 2022 but is expected to fall to 16.5%-17.0% in 2023 and 14%-15% in 2024. Continued affordability constraints and weakening demand have diminished homebuilders' pricing power and incentives will likely remain prominent to drive demand. Adams' EBITDA margin in 2023 is forecast to fall less than the other homebuilders in Fitch's coverage given the relative strength of the markets in which it operates, as home prices and demand in the southeastern U.S. have remained relatively stable. Financial Flexibility: Adams has sufficient liquidity in terms of cash, revolver availability and FFO generation to sustain its operations, replenish its existing land portfolio and grow modestly. The recent upsize of the company's revolving credit facility enhanced Adams' financial flexibility, and the net proceeds from the proposed notes offering will further bolster its liquidity. Adams is structured as an S-Corporation and does not pay income taxes. However, it distributes a meaningful portion of net income to Bryan Adams, its CEO and sole shareholder, to pay taxes. As a result, residual investment in land is likely to result in persistently negative FCF generation, requiring the company to continue to raise capital (likely debt) to fund growth. Entry-Level Focus: Adams sells homes specifically targeting entry-level segments. This strategy has resulted in strong operating performance and order growth in recent years as home affordability constraints have led to higher demand for affordable product offerings. Fitch expects demographic trends to continue to support long-term demand for entry-level homes. However, Fitch believes demand at lower price points can be more cyclical and volatile as first-time buyers are more sensitive to higher mortgage rates, home prices and deteriorating economic conditions. Land Strategy: Adams has one of the shorter owned-land positions among the builders in Fitch's coverage. This strategy reduces the risk of downside volatility and impairment charges in a contracting housing market. This is due, in part, to the company's strategy of only purchasing developed lots, which mitigates risk as Adams does not hold raw land on its balance sheet. As of June 30, 2023, Adams controlled 12,562 lots (including homes in backlog), representing a 18% yoy decrease in total lots controlled. About 57% of lots under control as of June 30, 2023 were owned and the remainder were controlled through options. Based on LTM closings, Adams controlled 4.2 years of land and owned 2.4 years of land. Ownership Structure: Adams is a privately-held company with concentrated ownership and weak governance controls relative to larger, public homebuilders in Fitch's coverage. The capital allocation decisions are made entirely by one individual, which poses significant key-person risk. The company's organizational structure is also tied to this individual as it does not pay income taxes, but distributes enough income annually for the shareholder to pay the respective taxes on those earnings. The company's credit agreement and bond indentures contain restrictive covenants that protect debtholders, but sizable cash distributions could weaken the balance sheet and pressure the ratings. Cash Flow: Fitch expects Adams will generate cash flow from operations (CFO) of $170 million to $180 million in 2023 due to slightly lower land acquisition. By comparison, the company generated CFO of $42 million in 2022 and negative $73 million in 2021. Fitch expects Adams will generate neutral to slightly negative CFO in 2024 and beyond, which assumes increased inventory spending amid a stable demand environment. Adams' IDR reflects Fitch's expectation that management will lower inventory spending if market conditions deteriorate and monetize its housing inventory. This should allow the company to generate strong cash flow, which can then be used to pay down debt or build cash on the balance sheet during housing downturns. DERIVATION SUMMARY The 'B+' IDR reflects the company's modest leverage, limited geographic and product diversity, limited financial flexibility and concentrated ownership structure. The company's leading positions within its local markets, balanced land strategy and cash flow profile are also factored into the rating. The Stable Outlook reflects Fitch's expectation for a relatively stable demand environment in Adams' markets and meaningful headroom relative to Fitch's leverage negative sensitivity. Adams Homes is meaningfully smaller and less diversified geographically compared with public homebuilders in Fitch's coverage, including M/I Homes, Inc. (BB/Positive), Dream Finders Homes, Inc. (BB-/Stable) and Meritage Homes Corporation (BB+/Stable). The company's net debt to capitalization ratio of 26% and EBITDA leverage of 1.3x are stronger than Dream Finders Homes but weaker than M/I Homes and Meritage. Adams and Meritage both control about 4.0 years of land, though Adams controls a greater proportion through options. Both Adams and M/I have about 40%-45% of land controlled through options. Dream Finders Homes has a more conservative asset-light lot acquisition strategy, owning a 1-year supply of lots. Adams and M/I have similar build strategies, in which both have a fairly even mix of pre-sold and spec homes, while Meritage has a much more aggressive speculative build strategy and Dream Finders Homes has a greater proportion of pre-sold homes. All of these issuers have meaningful exposure to the first-time/entry-level segment, but Adams lacks exposure to other price points and buyer segments. KEY ASSUMPTIONS - Revenues grow 8.5%-9.5% in 2023 and 2%-4% in 2024; - EBITDA margin of 16.5%-17.0% in 2023 and 14%-15% 2024; - CFO of 15%-16% of revenues in 2023 and neutral to modestly negative in 2024; - Net debt to capitalization in the high-20% to low-30% range and EBITDA leverage in the 1.5x-2.0x range through 2024; - Annual shareholder distributions of 50%-60% of net income. Recovery Analysis The recovery analysis assumes that Adams would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. Fitch assumed a 10% administrative claim. GC Approach - The GC EBITDA estimate of $90 million reflects Fitch's view of a sustainable, post reorganization EBITDA level, upon which the agency bases the enterprise value (EV). The GC EBITDA is based on Fitch's assumption that distress would arise from further weakening in the housing market combined with loss of market share; - Fitch's GC EBITDA estimate was revised upward to $90 million from the $70 million estimate in the previous recovery analysis. This change is reflective of an adjustment to Fitch-adjusted EBITDA to account for a portion of annual shareholder distributions that were reported in SG&A expense in previous years but will be classified as dividends going forward; - Fitch estimates that annual revenues, which are about 30% below LTM levels, and Fitch-adjusted EBITDA margins of about 11.5%-12.0%, would capture the lower revenue base of the company after emerging from a housing downturn, plus a sustainable margin profile after right sizing; - An EV multiple of 5.5x EBITDA is applied to the GC EBITDA to calculate a post-reorganization EV. The choice of the multiple considered the following factors: - Fitch used a 6x EBITDA multiple to calculate the EV for Empire Communities Corp. (B-/Negative). Empire is one of the largest low-rise builders in the Greater Golden Horseshoe and Greater Toronto Area and a growing presence in the U.S.; - Trading multiples (EV/EBITDA) for public homebuilders currently average about 8.4x and have been in the 3.5x-8.5x range for the past 24 months; - Fitch assumes the revolving credit facility has $245 million outstanding at the time of recovery, which accounts for potential shrinkage in the available borrowing base due to contracting inventory levels during a period of weaker demand that causes a default. The credit agreement contains a springing lien provision, which Fitch expects would be triggered in a distress scenario, resulting in a higher-ranking claim relative to the senior unsecured notes upon the occurrence of a trigger event; - The allocation of the value in the liability waterfall results in a recovery corresponding to an 'RR1' for the senior unsecured revolving credit facility and an 'RR3' for the senior unsecured notes. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - The company increases its size, further enhances its geographic diversification and market leadership positions, and/or broadens its product offering beyond the entry-level segment; - Net debt-to-capitalization consistently below 45% and the company maintains a healthy liquidity position; - Fitch's expectation that EBITDA leverage will sustain below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Net debt-to-capitalization sustained above 55%; - EBITDA interest coverage falls below 2.0x; - Inventory to debt consistently below 1.2x; - Deterioration in the company's liquidity profile, including consistently negative CFO and limited availability under its revolving credit facility. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Adams has comfortable liquidity with $120.5 million of cash on the balance sheet and $165.7 million of borrowing availability under its $215 million revolving credit facility ($49.3 million outstanding) as of June 30, 2023. In July 2023, Adams amended its revolving credit facility to increase total capacity to $325 million and extend the maturity to July 2026. Fitch expects the upsizing of its revolver, in addition to the net proceeds from the proposed notes issuance, should provide Adams with ample liquidity to continue replenish and, subsequently, grow its lot position to enhance its footprint. Manageable Debt Maturity Schedule: The company has no near-term debt maturities as of June 30, 2023. Adams' $182.5 million 7.5% senior unsecured notes mature in February 2025. The company also has industrial revenue bonds of $8.4 million and $0.5 million due November 2028 and May 2023, respectively. ISSUER PROFILE Adams Homes designs, markets, constructs and sells single-family homes and attached townhomes to entry-level buyers. Adams is one of the largest private homebuilders in the U.S., with operations concentrated in the Southeast. The company offers homes for sale in 118 communities across Florida, Alabama, Mississippi, North Carolina, South Carolina, Georgia and Texas. Adams was the 29th largest homebuilder in the U.S. in 2022 based on home deliveries and has a top 10 position in three of the 50 largest MSAs in the country. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back interest expense included in cost of sales and also excludes impairment charges, land option abandonment costs and a portion of the annual shareholder distribution which was reported in SG&A expense. ESG CONSIDERATIONS Adams Homes has an ESG Relevance Score of '4' for Governance Structure due to its weak governance controls, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Adams Homes, Inc. LT IDR B+ Affirmed B+ senior unsecured LT BB- New Rating RR3 senior unsecured LT BB- Affirmed RR3 BB- senior unsecured LT BB+ Affirmed RR1 BB+ ADAMS HOMES: Moody's Rates New $250MM Sr. Unsecured Notes 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Adams Homes, Inc.'s proposed $250 million senior unsecured notes due 2028. Adams Homes' other ratings, including its B2 corporate family rating and B2-PD probability of default rating, and stable outlook remains unchanged. The proceeds of the new notes will be used to fund a $100 million partial tender offer of the company's 7.5% senior unsecured notes due 2025, which had $182.5 million outstanding as of June 30, 2023, as well as pay down the outstanding balance on the company's revolving credit facility and for general corporate purposes. As a result of the new notes, pro forma adjusted homebuilding debt to capitalization will increase to about 41% from 33%, as of June 30, 2023. "Despite the increase in leverage, debt-to-book capitalization in the low 40% range remains in line with Moody's expectation for 2023," says Griselda Bisono, Moody's Vice President-Senior Analyst. "This transaction provides some debt maturity extension which, in conjunction with the recently upsized and extended revolver, provides the company with enhanced financial flexibility", added Bisono. In July 2023 the company upsized its unsecured revolving credit facility to $325 million from $215 million and extended the maturity out to 2026. RATINGS RATIONALE The B2 CFR reflects the company's focus on entry-level single-family homes, a housing product that has relatively stronger demand despite industry slowdowns in the US but is also significantly under supplied. The rating is further supported by strong demographic dynamics in most of the Southeast markets where the company operates, which has allowed Adams Homes to increase its average sales price on homes delivered and drive greater sales volume. The company also has a moderate land supply strategy focused on the purchase of fully developed lots and the use of option contracts that helps minimize impairment risk. These factors are offset by high geographic concentration in the state of Florida and low levels of tangible net worth. Finally, the rating reflects industry cost pressures, including land, labor and materials that could negatively impact gross margin, as well as the cyclical nature of the homebuilding industry that could lead to protracted revenue declines. Adams Homes' proposed and existing senior notes are unsecured and have the same priority of claim as Adams Homes' unsecured revolving credit facility. The B2 ratings assigned to the senior unsecured notes, at the same level with the CFR, reflecting that this class of debt represents the preponderance of debt in the capital structure. The company's liquidity is adequate and reflects Moody's expectation of positive free cash flow of about $130 million in 2023 due to lower land spend, followed by negative free cash flow of about $30 million in 2024, reflecting an increase in land investment in order to support future growth. Moody's expects moderate use of the revolving credit facility to support the growth of the business and for the company to maintain ample cushion on its maintenance covenants. The stable outlook reflects Moody's expectation that Adams Homes will maintain conservative credit metrics and adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded should Adams Homes increase its geographic diversification while maintaining conservative credit metrics, including debt to total capitalization at or below 50%, EBIT interest coverage above 3.0x and gross margin at or above 20%. A ratings upgrade would also reflect maintenance of positive market conditions, good liquidity and sustained positive free cash flow to fund growth. The ratings could be downgraded if debt to total capitalization approaches 60%, EBIT interest coverage drops below 2.0x or if the company's liquidity weakens. Also, a downgrade could result from weakening industry conditions causing meaningful revenue and gross margin declines. The principal methodology used in this rating was Homebuilding and Property Development published in October 2022. Adams Homes, Inc. is a private homebuilder focused on the construction of entry-level homes predominantly in the Southeast United States. The company operates in Florida, Alabama, Mississippi, North Carolina, South Carolina, Georgia and Texas. Total revenues for the twelve month period ended June 30, 2023 was about $1.1 billion. ADAMS HOMES: S&P Upgrades ICR to 'B+' on Revolver Repayment ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S. homebuilder Adams Homes Inc. to 'B+' from 'B' and raised the issue-level rating on the company's existing debt to 'BB-' from 'B+'. The '2' recovery rating on the existing debt is unchanged. At the same time, S&P assigned its 'BB-' issue-level rating and '2' recovery rating to the company's proposed $250 million senior unsecured notes due 2028. The stable outlook reflects S&P's forecast for S&P Global Ratings-adjusted debt leverage to reach the 1.5x area over the next 12 months supported by the company's growing revenue base and resilient homebuilding industry fundamentals beyond 2023. Adams Homes' proposed refinancing improves the company's maturity profile. Adams Homes is seeking to issue $250 million of new five-year senior unsecured notes, with proceeds from the offering to be used to fund a partial tender of the company's existing 7.5% senior unsecured notes due 2025 ($100 million), repay outstanding revolver borrowings ($49 million), and pay transaction fees and expenses, with the remaining proceeds being used for general corporate purposes. The debt offering will extend the company's weighted-average debt maturity profile and alleviate refinancing risk while, in S&P's view, also slightly enhancing Adams Homes' current liquidity with about $100 million added to balance-sheet cash. S&P said, "We expect leverage in the 1.5x area over the next 12-18 months, which is commensurate with a higher rating. The company has maintained debt leverage of 2x-3x over the past 18 months ended Dec. 31, 2022, and leverage declined below 2x in the quarter ended June 30, 2023. Pro forma for this transaction, leverage will be 2.2x. We expect 2023 EBITDA will increase about 28% from 2022 levels as we assume about a 6% increase in both closings and average selling prices (ASP) offset by a slight decline in gross margins. The increase in closings and ASP is spurred by higher housing demand and our expectations of continued lot replenishment and community growth while gross margins normalize from 2022 peak levels. In addition, we expect previous shareholder payments that were accounted for in selling, general, and administrative (SG&A) expenses to now be accounted for as distributions. Consequently, this reclassification provides a slight EBITDA boost resulting in leverage declining to the 1.5x area through 2024." Adams Homes is very small in scale compared with most other rated homebuilders. Adams Homes' revenue base is about 30%-40% the size of most other builders in the 'B' rating category, and the Southeast U.S. and Houston markets account for nearly all of the company's sales. These risks heighten the potential for greater EBITDA volatility compared with larger and more geographically diversified homebuilders. Nevertheless, Adams Homes' debt to EBITDA (S&P Global Ratings-adjusted) of 2.2x, pro forma for this transaction is lower than that of most peers and provides a leverage cushion for some stress at the current rating. S&P said, "The stable outlook reflects our forecast for S&P Global Ratings-adjusted debt leverage to be in the 1.5x area over the next 12 months supported by the company's growing revenue base and resilient homebuilding industry fundamentals beyond 2023. "We could lower our rating on Adams Homes over the next 12 months if we expected its debt to EBITDA to be sustained at more than 3x. We would anticipate this could occur if the company more than doubled the amount of debt it currently has to above $700 million in anticipation of further growth. "We view an upgrade as highly unlikely over the next 12 months due to Adams Homes' small revenue base relative to that of 'BB-' rated homebuilder peers and limited geographic diversity. However, we could raise the rating if the company exceeded our growth expectations such that its revenue base was more in line with that of 'BB-' rated peers on an extended basis while maintaining leverage below 2x. "Environmental factors are a moderately negative consideration in our credit rating analysis of Adams Homes. The company is subject to a variety of local, state, and federal statutes, ordinances, rules, and regulations concerning health and environmental protection. Governance factors are also a moderately negative consideration. This reflects that the company is hindered more by governance factors than most homebuilders, as the sole owner of Adams Homes is the only person on the board of directors, which constrains the independence of the board greatly." ADAVAN FITNESS: Unsecureds to Split $103K in Consensual Plan ------------------------------------------------------------ Adavan Fitness Melbourne LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization for Small Business dated Sept. 14, 2023. The Debtor is a limited liability company. Since 2019, the Debtor has operated a class-based music-driven stationary bicycle fitness studio under the CycleBar franchise. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of $103,113.00. The final Plan payment is expected to be paid on December 15, 2027. The Debtor is projecting that revenues will rise to pre-pandemic levels over the next several months. Historical revenues have always been lowest in August and September, and highest in the holiday season. The Debtor's revenue rose 70% from July to August under bankruptcy protection. These projections assume that revenues continue to rise to pre-pandemic averages of $25,000 per month. It is possible that Debtor's revenues will rise even more, as Debtor opened in 2019 and barely had any time to establish a client-base before the pandemic forced-shutdowns. This Plan of Reorganization proposes to pay creditors of the Debtor from future income. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 5 consists of Non-priority unsecured creditors: * Consensual Confirmation Treatment: Debtor proposes to pay unsecured creditors pro rata from its disposable income a total of $103,112.73, commencing on the 15th of the first month that begins more than 90 days after the Effective Date with a payment of $7,470.15, followed by an additional quarterly payment of $7,470.15, followed by 10 additional quarterly payments of $8,817.27 each, in the event the plan is confirmed consensually. This would pay the unsecured claims of Florida Power and Light (Claim 3), Florida Department of Revenue (Claim 4), and the Internal Revenue Service (Claim 4), as well as the unfiled claim of the Small Business Administration, in full. Allowed claims in this class will be paid directly by Debtor. * Nonconsensual Confirmation Treatment: In the event the Plan is confirmed nonconsensually Debtor will dedicate its disposable income for three years to payment of Class 5 claims, paid quarterly, commencing on the 15th of the first month that begins more than 90 days after the Effective Date and continuing for 11 additional quarters, not to exceed three years three years from the Effective Date. Allowed claims in this class will be paid directly by Debtor. Equity interest holders shall retain their full equity interest in the same amounts, percentages, manner, and structure as existed on the Petition Date. Reorganized Debtor will continue to operate. Except as set forth in this Plan, all cash in excess of operating expenses generated from operation through the Effective Date will be used for Plan Payments or Plan implementation. Cash on hand as of Confirmation shall be used first to pay Administrative Expenses. A full-text copy of the Plan of Reorganization dated Sept. 14, 2023 is available at https://urlcurt.com/u?l=iZ4QNx from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Michael Faro, Esq. Faro & Crowder, PA 700 N. Wickham Rd, Suite 205 Melbourne, FL 32935 Telephone: (321) 784-8158 E-mail: mfaro@farolaw.com About Adavan Fitness Adavan Fitness Melbourne, LLC, operates an instructor-led, music-driven stationary cycling studio under the CycleBar franchise. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02367) on June 16, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by Michael Faro, Esq., at Faro & Crowder. AEROTECH MIAMI: Seeks $22.6MM DIP Loan from Synovus --------------------------------------------------- AeroTech Miami Inc., dba iAero Tech, and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida for authority to use cash collateral and obtain postpetition financing. Swift Air, L.L.C. seek to obtain postpetition super-priority secured financing facility consisting of new money delayed draw term loans in an aggregate principal amount of $22.6 million subject to the terms and conditions set forth in the Superpriority Secured Debtor-in-Possession Credit Agreement, by and among the DIP Borrower, the DIP Guarantors, each lender from time to time party thereto and Synovus Bank, as administrative agent and collateral agent for the DIP Facility. The DIP Facility is due and payable eight months from the Closing Date; provided that the Maturity Date may be automatically extended for two additional 60 day periods, in each case, solely to the extent that the Debtors have otherwise complied with the terms of the Definitive Documents and all other events and actions necessary for the occurrence of the Plan Effective Date or the consummation of the Acceptable Sale, as applicable, have occurred other than the receipt of regulatory or other approval of a governmental authority. The Debtors are required to comply with these milestones: i. By no later than September 19, 2023, the Debtors will have commenced the Chapter 11 Cases; ii. By no later than one day after the Petition Date, the Debtors will file with the Bankruptcy Court the DIP Motion; iii. By no later than three Business Days after the Petition Date, the Bankruptcy Court will have entered the Interim Order; iv. By no later than 14 days after the Petition Date, the Debtors will have filed the motion for approval of the Bidding Procedures; v. By no later than 30 days after the Petition Date, the Debtors will have filed the Plan, the Disclosure Statement, and the Solicitation Materials; vi. By no later than 45 days after the Petition Date, the Bankruptcy Court will have entered the Bidding Procedures Order; vii. By no later than 45 days after the Petition Date, the Bankruptcy Court will have entered the Final Order; viii. To the extent applicable, by no later than 75 days after the Petition Date, the Bankruptcy Court will have entered an order approving the Disclosure Statement; ix. In the event of the Sale Scenario resulting in an Acceptable Sale, by no later than 110 days after the Petition Date, the Bankruptcy Court will have entered an order or orders approving an Acceptable Sale, pursuant to the Bidding Procedures; x. To the extent applicable, by no later than 110 days after the Petition Date, the Bankruptcy Court will have entered the Confirmation Order; and xi. By no later than the Outside Date, the Plan Effective Date or, in the event of the Sale Scenario resulting in an Acceptable Sale, the consummation of such Acceptable Sale, will have occurred. As of the Petition Date, Debtor iAero Group Holdco 6 LLC and its Debtor subsidiaries had approximately $859.715 million in total secured funded debt obligations. Pursuant to the Amended and Restated Credit Agreement, dated as of August 28, 2023 and any other agreements and documents executed or delivered in connection therewith, the Prepetition 1L Loan by New Swift Air Holdings, LLC, Swift Air Travel, LLC, Swift Air, L.L.C., Synovus, as lender, administrative and security agent, the Prepetition 1L Secured Parties have extended credit, and providedother financial accommodations to, and for the benefit of, the Prepetition 1L Credit Parties. The Prepetition 1L Credit Parties were indebted to the Prepetition 1L Secured Parties in the aggregate principal amount of not less than the sum of (i) $50 million, and (ii) $24.254 million. Pursuant to the loan agreement, dated as of May 14, 2019 and any other agreements and documents executed or delivered in connection therewith, by and among Swift Air, L.L.C., as borrower and Synovus, as lender, administrative agent and security agent, the Prepetition Aircraft Facility Secured Parties have extended credit, and provided other financial accommodations to, and for the benefit of the Prepetition Aircraft Facility Borrower. The Prepetition Aircraft Facility Borrower were indebted to the Prepetition Aircraft Facility Secured Parties in the aggregate principal amount of not less than $1.3 million. Pursuant to the credit agreement, dated as of August August 28, 2023, by and among Holdings, Swift Air Travel, Swift Air, L.L.C., as borrower, and Synovus, as lender, administrative agent and security agent, the Prepetition Synovus 2L Secured Parties have extended credit and provided other financial accommodations to, and for the benefit of the Prepetition Synovus 2L Credit Parties. The Prepetition Synovus 2L Credit Parties were indebted to the Prepetition Synovus 2L Secured Parties in the aggregate principal amount of not less than $6.207 million. Pursuant to the credit agreement, dated as of August August 28, 2023 and any other agreements and documents executed or delivered in connection therewith, by and among Holdings, Swift Air Travel, Swift Air, L.L.C., as borrower, certain funds managed, advised or sub-advised by GSO Capital Partners LP, as lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent, the Prepetition BXC 2L Secured Parties have extended credit and provided other financial accommodations to, and for the benefit of the Prepetition BXC 2L Credit Parties. The Prepetition BXC 2L Credit Parties were indebted to the Prepetition BXC 2L Secured Parties in the aggregate principal amount of not less than $11.7 million. Pursuant to the credit agreement, dated as of August 29, 2018 and any other agreements and documents executed or delivered in connection therewith, by and among iAeroGroup Holdco 6 LLC (f/k/a Air Holdco 6 LLC), iAero Group Parent Inc. (f/k/a Air Parent Inc.), as borrower, BXC and other lenders from time to time party thereto lender and Wilmington Trust, National Association, as administrative agent and collateral agent. The Prepetition 3L Credit Parties were indebted to the Prepetition 3L Secured Parties in the aggregate principal amount of not less than $766 million. The Prepetition Secured Parties are entitled to adequate protection of their respective interests in all Prepetition Collateral, including cash collateral, in an amount equal to the aggregate diminution in the value, if any, of their respective interests in the prepetition Collateral (including Cash Collateral) from and after the Petition Date in the form of adequate protection liens senior to their respective Prepetition Liens, adequate protection claims with administrative expense priority and payment of certain fees and expenses. A copy of the motion is available at https://urlcurt.com/u?l=vZLvw5 from PacerMonitor.com. About AeroTech Miami Inc. AeroTech Miami Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-17503) on September 19, 2023. In the petition signed by Kevin Nystrom, interim chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $1 billion. Judge Robert A. Mark oversees the case. The Debtors tapped King & Spalding LLP as general bankruptcy counsel, AP Services, LLC as restructuring services provider, Jefferies LLC as investment banker, and Kroll Restructuring Administration LLC as notice and claims agent. ALECTO HEALTHCARE: Claims to be Paid From Available Cash and Income ------------------------------------------------------------------- Alecto Healthcare Services LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization dated September 14, 2023. The Debtor was formed in 2012 to serve as a holding company for healthcare-related entities. Historically, the Debtor formed various subsidiaries for the purposes of (a) acquiring distressed acute care hospitals; (b) operating acute care hospitals; (c) providing management services to acute care hospitals that are not owned by the Debtor or its subsidiaries; and (d) owning and operating businesses affiliated with acute care hospitals operated by the Debtor's subsidiaries. The Plan is a reorganization Plan. The Plan will be funded with available Cash on hand on the Effective Date and the Debtor's projected disposable income generated by the ongoing operations of the Debtor. For a period of 3 years, the Debtor will contribute (i) its entire projected disposable income, in an aggregate amount of no less than $635,549, (ii) any residual value received by the Debtor on account of the Debtor's direct and indirect subsidiaries including the claim filed in the bankruptcy case of Sherman/Grayson Hospital, LLC, and (iii) the proceeds of any Cause of Action, including any settlement proceeds received on account of such claims. Such amounts will be used to fund Distributions provided under the Plan on an annual basis. The proposed treatment of Allowed Claims and Equity Interests under the Plan: * Allowed Administrative Claims will be paid on a monthly pro rata basis, until such claims are paid in full or, alternatively, upon such other terms as may be agreed upon by the holder of the Claim and the Debtor. * Allowed Priority Tax Claims, if any, will be paid in full on the Effective Date. It is anticipated that that there will be no Priority Tax Claims owed. * Allowed Priority Non-Tax Claims, if any, will be paid in full on the Effective Date. It is anticipated that that there will be no Priority Non-Tax Claims owed. * Allowed Secured Claims, if any, will be paid in accordance with the existing loan documents or other agreements with the Debtor that existed prior to the Petition Date which govern the payment of Debtor's obligations to the holder of the Allowed Secured Claim. Each holder of an Allowed Secured Claim shall retain its lien on its collateral in the same validity and priority as it held prior to the Petition Date until the Allowed Secured Claim amount has been paid. Alternatively, the Allowed Secured Claim amount shall be paid in full through a sale of the collateral or other means, without penalty or premium. * Allowed General Unsecured Claims will be paid the Debtor's projected disposable income on a pro rata basis, after payment of all Allowed Administrative Claims, Allowed Priority Tax Claims, if any, Allowed Priority Non-Tax Claims, if any, and Allowed Secured Claims. Pro rata Distributions will be made to Holders of Allowed General Unsecured Claims on an annual basis with the first Distribution to be made twelve months after the Effective Date. * Upon entry of the Confirmation Order, all existing Equity Interests in the Debtor shall be retained. Class 3 consists of Allowed General Unsecured Claims. After payment in full of all Secured Claims, all Allowed Administrative Claims, and all Allowed Priority Claims in full, Allowed General Unsecured Claims will be paid the Debtor's projected disposable income on a pro rata basis. Pro rata Distributions will be made to Holders of Allowed General Unsecured Claims on an annual basis with the first Distribution to be made twelve months after the Effective Date. This Class is impaired. The Plan will be funded by: (1) cash on hand on the Effective Date; and (2) the Debtor's projected disposable income generated by the Debtor's post-confirmation operations. The Debtor expects to have approximately $50,000 in cash on hand on the Effective Date. The Debtor or the Reorganized Debtor, as applicable, will have all the rights and duties to implement the provisions of the Plan, including the right to make Distributions to Creditors provided for under this Plan. On the Effective Date of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equity Interests except as provided in the Plan, to the Reorganized Debtor and all funds not expressly provided for in Plan will remain property of the Estate. The Debtor expects to have sufficient Cash on hand to make the payments required on the Effective Date. A full-text copy of the Plan of Reorganization dated Sept. 14, 2023 is available at https://urlcurt.com/u?l=oOLN3O from PacerMonitor.com at no charge. Counsel to the Debtor: Brya M. Keilson, Esq. Jeffrey R. Waxman, Esq. Morris James LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Tel: (302) 888-6800 Fax: (302) 571-1750 E-mail: jwaxman@morrisjames.com E-mail: bkeilson@morrisjames.com About Alecto Healthcare Services Alecto Healthcare Services, LLC is a provider of healthcare infrastructure services based in Glendale Calif. Alecto Healthcare Services filed a Chapter 11 petition (Bankr. D. Del. Case No. 23-10787) on June 16, 2023, with $1 million to $10 million in assets and $50 million to $100 million in liabilities. Jami Nimeroff, Esq., at Brown McGarry Nimeroff, LLC has been appointed as Subchapter V trustee. Judge J. Kate Stickles oversees the case. Jeffrey R. Waxman, Esq., and Brya M. Keilson, Esq., at Morris James, LLP are the Debtor's bankruptcy attorneys. ALLEGRO MICROSYSTEMS: S&P Affirms 'B+' ICR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based sensor and power integrated circuits provider Allegro MicroSystems Inc. and assigned its 'BB' issue-level rating to the new senior secured term loan. S&P will withdraw the 'BB' rating on the outstanding $25 million senior secured term loan due in 2027 when it is fully repaid at transaction close. S&P said, "The stable outlook reflects our expectation that Allegro will successfully integrate Crocus and benefit from secular demand tailwinds, resulting in low- to mid-teens percent revenue growth in fiscal years 2024 and 2025 (ending March 31). With operating leverage gains largely offsetting acquisition-related costs and Crocus' initially lower profitability, we expect stable EBITDA margins of about 31%-33% and leverage to remain below 1x. We also expect Sanken Electric Co. Ltd., Allegro's majority owner, will maintain a sustainable capital structure. "Allegro's leverage should remain below 1x following the partly debt-funded acquisition of Crocus. We generally do not view the acquisition as material enough to change our credit rating. Allegro should maintain low pro forma leverage at about 0.8x at transaction close, well below our downside threshold of 4x. Furthermore, since Crocus is a significantly smaller company, we expect Allegro to successfully integrate it and start to generate cost synergies as it leverages its larger global salesforce and supply chain relationships. Nonetheless, we expect EBITDA margins to be generally stable at 31%-33% over fiscal years 2024 and 2025. Acquisition-related costs and Crocus' low initial profitability should largely offset operating leverage gains as Allegro continues to gain scale. Despite the low leverage, we consider Sanken's potential influence on Allegro's governance as a limit to rating upside. "We expect secular demand in the automotive and industrial end markets to support low- to mid-teens percent revenue growth. As a result of increasing semiconductor content to support e-mobility, clean energy, and industrial automation trends, Allegro has rapidly increased its revenue scale to about $1 billion on a trailing-12-months basis as of June 30, 2023, at a compound annual growth rate of about 19% over the last three years. Despite an uncertain global macroeconomic environment and weaker year-to-date Chinese automotive production, we expect revenue growth as Allegro continues to tailor its product development toward these demand opportunities. We also note the possibility of longer-term revenue synergies from Crocus with the cross-selling of each company's products to a wider customer base. We particularly believe Crocus' TMR sensor products complement Allegro's magnetic sensor products. TMR sensors serve the same high-demand automotive and industrial areas, and provide greater accuracy and speed at a lower power profile than other magnetic sensors. "The stable outlook reflects our expectation that Allegro will successfully integrate Crocus and benefit from secular demand tailwinds, resulting in low- to mid-teens percent revenue growth in fiscal years 2024 and 2025. With operating leverage gains largely offsetting acquisition-related costs and Crocus' initially lower profitability, we expect EBITDA margins of about 31%-33% and leverage below 1x. We also expect Sanken will maintain a sustainable capital structure and that One Equity Partners will ensure that Allegro maintains a more conservative financial policy than Sanken." S&P could lower its rating on Allegro if: -- The company adopts an aggressive financial policy characterized by large debt-funded dividends or acquisitions that, combined with underperformance, lead S&P to believe leverage would be sustained above 4x at the bottom of the industry cycle; -- Sanken restructures its relationship with Allegro such that its operations became more highly integrated, including an increasing reliance on pooled resources or in-house foundry assets; -- The structural protections in the company's governance framework weaken (S&P would view Sanken's ability to unilaterally upstream cash as a particularly significant weakening of its governance framework); or -- Sanken's performance or liquidity deteriorate such that S&P views the group's capital structure as unsustainable. S&P said, "We consider an upgrade unlikely in the next 12 months given Allegro's ownership structure. We would view improved consolidated group credit metrics as a necessary precursor for an upgrade absent a change in the company's ownership." Over the longer run, S&P could raise its rating on Allegro if: -- It maintains leverage of less than 2x and a clear financial policy supporting it; and at the same time, -- Sanken either maintains leverage below 5x and significant positive FOCF or no longer holds a controlling stake in Allegro. S&P said, "Governance factors are a moderately negative consideration in our credit rating analysis of Allegro. While Allegro's financial performance and funding are highly independent from the Sanken group, we believe Sanken Electric Co. Ltd.'s majority ownership could influence governance and corporate decision-making. We incorporate some elevation of the issuer credit rating above our assessment of Sanken's creditworthiness." AMERICAN SCREENING: FTC Says Plan Patently Unconfirmable -------------------------------------------------------- Federal Trade Commission, a creditor, filed an objection to American Screening, LLC's Disclosure Statement in support of the Debtor's Chapter 11 Plan of Reorganization. The FTC is the federal agency that protects consumers pursuant to the FTC Act. 15 U.S.C. ss 41-58. The FTC enforces, inter alia, Section 5(a) of the FTC Act, 15 U.S.C. s 45(a), which prohibits deceptive trade practices. The FTC can bring civil actions for injunctive relief in federal district court for violations of any provision of law it enforces. FTC objects to approval of the Disclosure Statement because Debtor's Plan described therein is patently unconfirmable. According to the FTC, the Plan does not "comply with the applicable provisions" of the Bankruptcy Code as required for confirmation under 11 U.S.C. section 1129(a)(1), on at least three separate grounds. The Plan defects relate to the FTC's claim against the Debtor arising from the FTC Final Judgment, and related terms of the Plan at Article IV, Class 10 (treatment of FTC and purported "Redress Claimants" claims),Article VII, 7.2 (co-debtor stay in favor of Ron Kilgarlin and Shawn Kilgarlin), and Article VII, 7.6(a) (retention of jurisdiction over any purported "Redress Claim"). The FTC requests that the Court deny approval of the Disclosure Statement. The FTC points out that the terms of Article IV, Class 10 of Plan, which purports to include "The United Stated Federal Trade Commission"/FTC Final Judgment claim and the "Allowed Claims of FTC Redress Claimants," do not comply with the Code provisions governing the allowance or disallowance of a "claim" and the definition of that term. 11 U.S.C. ss 101(5)(A), 502. By extension, the Class 10 terms do not comply with provisions of Chapter 11 incorporating the term "claim," and the related terms "creditor" and "holder of a claim." Those provisions include, inter alia, ss 1122-24, which govern: classification of claims; required and permissible contents of a plan; and impairment of claims under a plan. The FTC asserts that the Plan terms do not comply with applicable provisions of the Bankruptcy Code for the following reasons: * The Plan separately classifies and impairs the FTC Final Judgment claim under Section 19 of the FTC Act in Class 10. It also includes purported claims of consumers derived from the FTC Final Judgment in Class 10, and impairs them. * Thus, the Plan does not comply with Code ss 1122 and 1124 because it cannot classify as "substantially similar" to other claims in a class under s 1122, or impair under s 1124, claims that do not legally exist. * For the same reasons, the Class 10 terms of the Plan do not comply with Code ss 502 and 1123(b)(6), which provides that a plan may not include a provision "inconsistent with the applicable provisions of" the Bankruptcy Code. The Plan cannot require many thousands of consumers to file and adjudicate claims for which they have no standing under applicable bankruptcy and non-bankruptcy law. Nor can it dictate that consumers "must" assert "entitlement to a refund based upon unfair and deceptive acts and practices of the Debtor, Kilgarlin, and/or Shawn Kilgarlin," Plan (emphasis added), a purported claim against Debtor and the non-debtor Kilgarlins. Counsel for Creditor FTC: Michael P. Mora, Esq. Federal Trade Commission 600 Pennsylvania Avenue, NW, CC-9606 Washington, DC 20580 Tel: (202) 326-3373 E-mail: mmora@ftc.gov About American Screening American Screening, LLC is an ISO 13485 Certified distributor of rapid drug and alcohol tests, infectious disease tests, and cardiac tests, and supplies to the United States, South America, Asia, Africa, Europe, and Australia. The company leases its corporate office and warehouse space from an affiliated nondebtor, Kilgarlin Holdings, LLC. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7, 2023, with $9,100,921 in assets and $27,251,799 in liabilities. Ronald Kilgarlin, Jr., managing member, signed the petition. Judge John S. Hodge oversees the case. The Debtor tapped Kell C. Mercer, Esq., at Kell C. Mercer, PC as bankruptcy counsel and Cary A. Hilburn, Esq., at Hilburn & Hilburn, APLC as special litigation counsel. AMERICAN SCREENING: US Trustee Says Plan Not Confirmable -------------------------------------------------------- David W. Asbach, Acting United States Trustee for Region 5, filed an objection to approval of American Screening, LLC's Disclosure Statement. The Disclosure Statement fails to provide adequate information, and the Debtor's Plan of Reorganization is not confirmable in its present form. The UST points out that the proposed plan is not confirmable. The Debtor's proposed Plan, "Exculpation and Limitation of Liability," provides that neither the "DEBTOR, NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS, ATTORNEYS, REPRESENTATIVES, FINANCIAL ADVISORS, INVESTMENT BANKERS, OR AGENTS, AND THEIR SUCCESSORS AND ASSIGNS" shall have any liability for any post-petition actions connected to the case unless that action is determined to be bad faith, fraudulent, willful misconduct or gross negligence. The Fifth Circuit in Highland Capital considered a similar exculpation provision that attempted to shield a broad range of non-debtor individuals from ordinary negligence liability connected with the bankruptcy case, including the debtor's officers and professionals, among others. The Fifth Circuit ruled that any such exculpation was limited to the debtor itself, the committee and its members, and any appointed trustees. There is no committee or trustee appointed in this matter. As a result, the Debtor's exculpation provision must be limited to the Debtor alone or the Plan cannot be confirmed. The UST further points out that the disclosure statement does not provide adequate information: * The Debtor states financial projections are being prepared, but none have been submitted yet. Debtor and its principals admit they cannot satisfy the full amount of the FTC judgment amount but propose to pay amounts claimed by injured customers through the redress procedures proposed under the Plan. But there is no analysis of what the total redress amount is expected to be, setting aside whether the redress procedures are lawful. Indeed, the Disclosure Statement and Plan lack basic information, including any amounts of the projected monthly payments for the various classes. There is no analysis of the debtor's operations since filing, as recorded in their monthly operating reports. Although the last two months have been modestly positive, the Debtor's cashflow since the petition date is still net negative, making feasibility a real concern. Likewise, the Debtor asserts creditors will be better off under the Plan than a chapter 7 liquidation, but there is no actual analysis of the possible proceeds from a liquidation. * The Disclosure Statement and Plan also do not address the status of debts owed to or owed by the Kilgarlins and their various other entities. Most prominently, Item 3.57 of Debtor's Schedule E/F reports a $1.911,000 debt owed to RK Giving LLC for a "note," incurred on December 31, 2021. RK Giving LLC is a entity for which Mr. Kilgarlin is the sole voting member and manager. The UST eventually received some documentation from the Debtor concerning the transaction, which indicates the $1,911,000 debt was essentially a fictitious transaction by Mr. Kilgarlin as part of an effort to justify a charitable deduction on his personal 2021 tax return. As shown on the summary chart provided by the Debtor, substantial funds were transferred to RK Giving by Mr. Kilgarlin personally, the Debtor, and another of Mr. Kilgarlin's entities during the last week of December 2021, before being largely transferred back days later. Mr. Kilgarlin later claimed on his 2021 federal tax return a charitable deduction based on a reported donation of a 99% non-voting ownership interest in RK Giving LLC to the charity All Eagles Oscar Foundation, with the valuation based on a day when RK Giving LLC held substantial cash prior to it being transferred back to Kilgarlin and his entities. The transfer back to the Debtor was later papered as a loan to the Debtor in documents executed by Mr. Kilgarlin in August 2022, seven months after the transfer occurred. About American Screening American Screening, LLC is an ISO 13485 Certified distributor of rapid drug and alcohol tests, infectious disease tests, and cardiac tests, and supplies to the United States, South America, Asia, Africa, Europe, and Australia. The company leases its corporate office and warehouse space from an affiliated nondebtor, Kilgarlin Holdings, LLC. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-10350) on April 7, 2023, with $9,100,921 in assets and $27,251,799 in liabilities. Ronald Kilgarlin, Jr., managing member, signed the petition. Judge John S. Hodge oversees the case. The Debtor tapped Kell C. Mercer, Esq., at Kell C. Mercer, PC, as bankruptcy counsel and Cary A. Hilburn, Esq., at Hilburn & Hilburn, APLC, as special litigation counsel. AMYRIS INC: Court OKs $190MM DIP Loan from Euagore -------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Amyris, Inc. and affiliates to use cash collateral and obtain postpetition financing, on an interim basis. Amyris, Inc., Amyris Clean Beauty, Inc., and Aprinnova, LLC have obtained a senior secured superpriority multiple-draw term loan facility in the aggregate principal amount of up to $190 million from Euagore, LLC as administrative agent. The Debtors were permitted to obtain an aggregate principal amount of up to $70 million on an interim basis. Upon entry of the Final Order, the Debtor will be permitted to obtain an aggregate principal amount not to exceed $97 million, provided that (x) each Subsequent Borrowing will not be in an amount greater than the amounts specified in the Budget to be drawn through the date of such Subsequent Borrowing and (y) each Subsequent Borrowing will be at least 21 calendar days apart. The DIP facility is due and payable on December 31, 2023. The Debtors are required to comply with several milestones including: (a) The Petition Date will occur no later than August 9, 2023; (b) The Bankruptcy Court will enter the Interim Order no later than three Business Days following the Petition Date; and (c) The Bankruptcy Court will enter the Final Order no later than 36 calendar days following the Petition Date. The Debtors have an immediate and critical need to obtain the DIP Facility and access cash collateral to, among other things, (a) permit the orderly continuation of their businesses; (b) maintain business relationships with vendors, suppliers, and customers; (c) make payroll; (d) fund expenses of the Chapter 11 Cases; and (e) satisfy other working capital, operational, and general corporate needs. Pursuant to various loan and security agreements, Amyris, Inc. and its subsidiaries (Clean Beauty and Amyris Fuels) have borrowed funds from multiple lenders including Ventures, LLC. As of the Petition Date, Amyris and its subsidiaries owe the lenders a principal amount of at least $295 million, along with accrued interest, fees, expenses, and other obligations. These obligations are guaranteed by the subsidiaries. After the Petition Date, Amyris and its subsidiaries continue to owe the lenders default interest, and other obligations without any defense or offset. As adequate protection, the Prepetition Secured Lenders are granted a valid, perfected replacement security interest in and lien upon all of the DIP Collateral. The Prepetition Secured Lenders are also granted, subject to the Carve-Out, an allowed superpriority administrative expense claim to the fullest extent provided by sections 503(b) and 507(b) of the Bankruptcy Code in each of the Chapter 11 Cases in an amount equal to the Adequate Protection Obligations that are not secured by the Adequate Protection Liens. The Adequate Protection Superpriority Claims will be ahead of and senior to any and all other administrative expense claims of any kind specified or ordered pursuant to any provision of the Bankruptcy Code, but junior to the DIP Superpriority Claims and subject to and subordinate to the Carve-Out and will have recourse to and be payable from all prepetition or postpetition DIP Collateral, including, subject to entry of the Final Order, to the extent provided therein, any Avoidance Action Proceeds. These events constitute an "Event of Default": (a) The failure of the Debtors to perform, in any material respect, any of the terms, provisions, conditions, covenants, or obligations under the Interim Order; (b) The failure of the Debtors to comply with the Milestones; or (c) The occurrence of an "Event of Default" under the DIP Credit Agreement. A final hearing on the matter is set for October 4, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=PYvaeL from PacerMonitor.com. About Amyris Amyris -- http://www.amyris.com/-- is a 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 world's 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., and several affiliated companies sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on August 9, 2023. In the petition signed by Han Kieftenbeld, interim chief executive officer and chief financial officer, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Judge Thomas M. Horan oversees the consolidated cases. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, PricewaterhouseCoopers LLP as financial advisor, Intrepid Investment Bankers LLC as investment banker, Fenwick & West, LLP as corporate counsel, and Stretto, Inc. as claims, noticing, solicitation agent and administrative advisor. Euagore, LLC as administrative agent to the DIP Lenders, and the Foris Prepetition Secured Lenders, is represented by Michael H. Goldstein, Esq. and Alexander Nicas, Esq., at Goodwin Procter LLP. ANTIGUA INVESTMENTS: Case Summary & 15 Unsecured Creditors ---------------------------------------------------------- Debtor: Antigua Investments, L.L.C. d/b/a Canterbury House 1101 16th Street Alexandria LA 71301 Business Description: The Debtor owns a land and building located at 16th Street, Alexandria, LA, valued at $3 million. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 23-80536 Judge: Hon. Stephen D. Wheelis Debtor's Counsel: Thomas R. Willson, Esq. THOMAS R. WILLSON 1330 Jackson Street, Suite C Alexandria LA 71301 Phone: (318) 442-8658 Email: rocky@rockywillsonlaw.com Total Assets: $3,071,950 Total Liabilities: $1,204,905 The petition was signed by Jose Alejandro Porras as member. 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/QIBJ2BA/Antigua_Investments_LLC_dba_Canterbury__lawbke-23-80536__0001.0.pdf?mcid=tGE4TAMA APPHARVEST PRODUCTS: Comm. Taps M3 Advisory as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors of AppHarvest Products, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ M3 Advisory Partners, LP as its financial advisor. The firm's services include: a. assist in the analysis, review and monitoring of the presently proposed, and any subsequent, asset sale or liquidation process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; b. assist in the review of financial information prepared by the Debtors, and the economic analysis of proposed transactions for which Court approval is sought; c. assist in the review of the Debtors' prepetition financing transactions, dividends, distributions, and debt retirements, and associated events, including but not limited to, evaluating the Debtors' capital structure, financing agreements, defaults under any financing agreement and forbearances; d. attend at meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; e. assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports; f. assist with the review of the assumption, assignment, or rejection of various executory contracts and leases; g. assist in the evaluation, analysis and forensic investigation of avoidance actions, including fraudulent conveyances, preferential transfers, and certain transactions between the Debtors and affiliated entities; h. assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; i. render such other general business consulting or such other assistance as the Committee or its counsel (with the agreement of M3) may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in these Cases; j. assist and support in the evaluation of any transactions and the treatment of claims and interests proposed in any plan of reorganization or plan of liquidation propounded by a party other than the Committee, and in the preparation of a suitable plan of reorganization or plan of liquidation should it fall to the Committee to propound a plan for the resolution of the Case; and k. provide reports, exhibits, and testimony in connection with any of the foregoing as requested. M3 professionals will bill at their respective standard hourly rates, as follows: Managing Partner $1,350 Senior Managing Director $1,245 Managing Director $1,025 - 1,150 Director $840 - 945 Vice President $750 Senior Associate $650 Associate $550 Analyst $450 Robert Winning, a managing director at M3 Advisory Partners, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Robert Winning M3 Advisory Partners, LP 1700 Broadway, 19th Floor New York, NY 10019 Telephone: (212) 202-2226 Email: rwinning@m3-partners.com About AppHarvest Products AppHarvest Products, LLC and affiliates are a sustainable food company founded as a public benefits corporation and based in Appalachia that develop and operate some of the world's largest high-tech indoor farms, all of which use robotics and artificial intelligence to build a reliable, climate-resilient food system. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90745) on July 23, 2023. In the petition signed by Gary Broadbent, chief restructuring officer, AppHarvest, Inc. disclosed $609,804,000 in assets and $341,060,000 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Sidley Austin, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel and conflicts counsel; Triple P RTS, LLC as financial advisor; Jefferies, LLC as investment banker, and Stretto, Inc. as claims agent. The DIP Lender is represented by Rusty Brewer, Esq., at Amis, Patel & Brewer, LLP. APPHARVEST PRODUCTS: Comm. Taps McDermott Will & Emery as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of AppHarvest Products, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ McDermott Will & Emery LLP as its counsel. The firm will render these services: a) advise the Committee with respect to its rights, powers, and duties in these Chapter 11 Cases; b) participate in in-person and telephonic meetings of the Committee and subcommittees formed thereby, if any; c) assist and advise the Committee in its meetings and negotiations with the Debtors and other parties in interest regarding the Chapter 11 Cases; d) assist the Committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests and bringing, or participating in, objections or estimation proceedings with respect to such claims and interests; e) assist the Committee in analyzing the Debtors' assets and liabilities, including in its review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and other reports prepared by the Debtors, investigating the extent and validity of liens and participating in and reviewing any proposed transfer, sale, or disposition of the Debtors' assets, financing arrangements, and cash collateral stipulations or proceedings; f) assist the Committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors, the Debtors' historic and ongoing operations of their businesses, and the desirability of the continuation of any portion of those operations, and any other matters relevant to the Chapter 11 Cases; g) assist the Committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, and compromises of controversies, reviewing and determining the Debtors' rights and obligations under leases and executory contracts, and assisting, advising, and representing the Committee in any manner relevant to the assumption and rejection of executory contracts and unexpired leases; h) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party related to, the formulation, confirmation, and implementation of a chapter 11 plan(s) and all documentation related thereto (including the disclosure statement); i) assist, advise, and represent the Committee in understanding its powers and duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; j) assist and advise the Committee with respect to communications with the general creditor body regarding significant matters in the Chapter 11 Cases; k) respond to inquiries from individual creditors as to the status of, and developments in, the Chapter 11 Cases; l) represent the Committee at hearings and other proceedings before the Court and other courts or tribunals, as appropriate; m) review and analyze complaints, motions, applications, orders, and other pleadings filed with the Court, and advise the Committee with respect to formulating positions with respect, and filing responses, thereto; n) assist the Committee in its review and analysis of, and negotiations with the Debtors and their non-Debtor affiliates related to intercompany claims and transactions; o) review and analyze third-party analyses and reports prepared in connection with the Debtors' potential claims and causes of action, advise the Committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the Committee; p) advise the Committee with respect to applicable federal and state regulatory issues, as such issues may arise in the Chapter 11 Cases; q) assist the Committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings as may be necessary or appropriate in furtherance of the Committee's duties; r) take all necessary or appropriate actions as may be required in connection with the administration of the Debtors' estates, including with respect to a chapter 11 plan and related disclosure statement; and s) perform such other legal services as may be necessary or as may be requested by the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The hourly rates of the firm's counsel and staff are as follows: Partners $1,300 to $2,590 Associates $725 to $1,250 Paraprofessionals $150 to $1,415 In addition, the firm will seek reimbursement for expenses incurred. McDermott provided the following in response to the request for additional information set forth in D.1 of the Appendix B Guidelines: (a) McDermott has not agreed to a variation of its standard or customary billing arrangements for this engagement; (b) none of McDermott's professionals included in this engagement have varied their rates based on the geographic location of the Chapter 11 Cases; (c) McDermott did not represent the Committee before the Petition Date; and (d) McDermott expects to develop a prospective budget and staffing plan to comply with the U.S. Trustee's requests for information and additional disclosures, and any orders of the Court. Recognizing that unforeseeable fees and expenses may arise in large chapter 11 cases, McDermott may need to amend the budget as necessary to reflect changed circumstances or unanticipated developments. Charles Gibbs, Esq., a partner at McDermott Will & Emery, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles R. Gibbs, Esq. MCDERMOTT WILL & EMERY LLP 2501 North Harwood Street Suite 1900 Dallas, TX 75201-1664 Tel: (214) 295-8063 Email: crgibbs@mwe.com About AppHarvest Products AppHarvest Products, LLC and affiliates are a sustainable food company founded as a public benefits corporation and based in Appalachia that develop and operate some of the world's largest high-tech indoor farms, all of which use robotics and artificial intelligence to build a reliable, climate-resilient food system. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 23-90745) on July 23, 2023. In the petition signed by Gary Broadbent, chief restructuring officer, AppHarvest, Inc. disclosed $609,804,000 in assets and $341,060,000 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Sidley Austin, LLP as general bankruptcy counsel; Jackson Walker, LLP as local bankruptcy counsel and conflicts counsel; Triple P RTS, LLC as financial advisor; Jefferies, LLC as investment banker, and Stretto, Inc. as claims agent. The DIP Lender is represented by Rusty Brewer, Esq., at Amis, Patel & Brewer, LLP. ARK LABORATORY: Available Cash & Asset Sale Proceeds to Fund Plan ----------------------------------------------------------------- Ark Laboratory, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a Combined Disclosure Statement and Plan of Liquidation dated September 19, 2023. Debtor is a CLIA certified, CAP proficient, COLA accredited, medical laboratory in Waterford, Michigan which had approximately 112 employees as of the Petition Date and currently has 75 employees. Debtor specializes in substance abuse, blood and molecular testing. Debtor operates at 6620 Highland Road, Waterford, MI 48327 pursuant to the lease with Medical Real Estate Group, LLC (the "Operating Lease"). Previously, Debtor also leased commercial property at 6600 Highland Road, Waterford, MI 48327, however, it rejected that lease on July 24, 2023 pursuant to the Order Granting 6600 Highland, LLC Relief from Stay because it no longer needed that location. Debtor filed its bankruptcy because of cash flow issues caused by a combination of factors, including, but not limited to: (a) declining Medicare reimbursements; (b) a decrease in Covid testing; (c) Debtor's cost structure; (d) erroneous claims denials by Meridian and Blue Cross; and (e) Comerica's offset of Debtor's Comerica accounts following Comerica's declaration of default against Debtor that prevented Debtor from making payroll or paying its other necessary operating expenses. Debtor filed its Sale Motion as a sale not in the ordinary course of business for substantially all of Debtor's assets pursuant to Section 363(b) of the Bankruptcy Code, and as part of the Sale Motion sought to assume and assign certain executory contracts and unexpired leases and to reject certain executory contracts and unexpired leases under Section 365 of the Bankruptcy Code. No qualified bidders other than Auxo came forward. Under the terms of the amended notice of sale and subject to Bankruptcy Court approval, Auxo agreed to reduce the Purchase Price as the Successful Purchaser from $6,400,000 to $4,857,477. The adjourned hearing on the Sale Motion is set for September 28, 2023 at 11:00 a.m. The Plan is a liquidating plan. Debtor filed a motion to sell substantially all of its assets in a Bankruptcy Court approved Sale. The Plan provides for the distribution of certain proceeds from the Sale and the creation of a Liquidating Trust that will administer all remaining property of the Debtor, including the Avoidance Actions and the Covid Testing Claims. If the Sale has not been consummated prior to the Effective Date, the Sale may occur and be consummated by the Liquidating Trustee, after consultation with Auxo. The Plan provides that the Committee shall be reconstituted on the Effective Date as the Post-Confirmation Committee. Class 6 consists of Unsecured Claims. This Class shall be paid pro rata pursuant to the priority of payment as set forth in the Bankruptcy Code to the extent of available funds. This Class is impaired. Class 8 consists of Equity Security Holders. This Class shall retain its Interest and shall be paid pro rata consistent with the priority of payment as set forth in the Bankruptcy Code to the extent of available funds, subject to any recoveries from Causes of Action brought by the Committee or the Liquidating Trustee under the Plan and the Liquidating Trust. Under the terms of the amended notice of Sale Motion, Auxo reduced the Purchase Price as the Successful Purchaser from $6,400,000 to $4,857,477 and, assuming that it remains the Successful Purchaser at the Sale Hearing, the Purchase Price will be allocated as follows: a credit bid of $2,000,000 as the Credit Bid; plus the following amounts being paid on behalf of the estate: (a) $600,000 for the Professional Fee Carveout, (b) $1,170,477 for the payment of Allowed Administrative Claims, (c) $162,000 for payment of Allowed Priority Claims, (d) such amounts as required to pay the U.S. Trustee's Fees for the distributions to be made to the Allowed Administrative Claims, the Allowed Priority Claims and the Accrued Professional Compensation under the Plan; plus funding in the amount of $1,025,000 provided by Auxo under the Final Cash Collateral Order through the closing on the Sale, and (e) funding the costs of an E&O Insurance Policy for the Liquidating Trustee on the Effective Date. It is contemplated that all of the funds necessary for the Debtor or the Liquidating Trustee to make payments of Cash pursuant to the Plan shall be obtained from the following sources: (a) the Debtor's Cash on hand, (b) the proceeds of the Sale, (c) Cash funding provided by Auxo to pay the Allowed Administrative Claims, the Allowed Priority Claims and the Accrued Professional Fees, (d) Cash received in liquidation of the Remaining Assets of the Debtor, and (e) the proceeds of Causes of Action and the Covid Testing Claims. A full-text copy of the Combined Disclosure Statement and Plan dated September 19, 2023 is available at https://urlcurt.com/u?l=Smjq5U from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert Bassel, Esq. P.O. Box T Clinton, MI 49236 Phone: (248) 677-1234 Email: bbassel@gmail.com About Ark Laboratory Ark Laboratory, LLC, owns and operates a medical laboratory in Waterford, Mich. Ark Laboratory sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-43403) on April 12, 2023. In the petition signed by its principal, James Grossi, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Maria L. Oxholm oversees the case. The Debtor tapped Robert N. Bassel, Esq., a practicing attorney in Clinton, Mich., as bankruptcy counsel; and O'Keefe & Associates Consulting, LLC as financial advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Taft Stettinius & Hollister, LLP. ART & DENTISTRY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Art & Dentistry, LLC d/b/a Art and Dentistry f/d/b/a Beam Bright Dental 6500 Rock Spring Drive, Suite 110 Bethesda, MD 20817 Business Description: Art & Dentistry is a local dental practice offering general and cosmetic dentistry, teeth whitening, implants, veneers and other services. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court District of Maryland Case No.: 23-16790 Debtor's Counsel: David E. Lynn, Esq. DAVID E. LYNN, P.C. 15245 Shady Grove Road, Suite 465 N Rockville, MD 20850 Phone: 301-255-0100 E-mail: davidlynn@verizon.net Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ellen Brodsky as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2JQNCWY/Art__Dentistry_LLC__mdbke-23-16790__0001.0.pdf?mcid=tGE4TAMA ASP LS ACQUISITION: $455MM Bank Debt Trades at 17% Discount ----------------------------------------------------------- Participations in a syndicated loan under which ASP LS Acquisition Corp is a borrower were trading in the secondary market around 83.1 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $455 million facility is a Term loan that is scheduled to mature on May 7, 2029. The amount is fully drawn and outstanding. ASP LS Acquisition Corp. was formed to effectuate the acquisition of Laser Ship, Inc. by the private equity firm American Securities LLC. ASP NAPA: S&P Lowers ICR to 'B-' on Pressure From Wage Inflation ---------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on ASP NAPA Intermediate Holdings LLC (NAPA), a provider of anesthesia services, to 'B-' from 'B'. At the same time, S&P lowered its issue-level rating on the first-lien debt to 'B-' from 'B'. The negative outlook reflects the risk to S&P's base-case expectation for substantial margin improvement over the next few quarters, for leverage to decline to below 8x, and for the company to generate at least modest free cash flow in 2024. NAPA's margins are pressured by significant inflation in anesthesiologist compensation in 2022 (estimated at above 10%) and 2023 (in the high-single-digit percent area). This increase in labor costs significantly outpaces the increases in the reimbursement NAPA receives from both government and commercial insurance payors, generally in the low-single-digit percent area or worse. In response to the margin pressure, NAPA has been informing many of its client hospitals that they will need to subsidize the increased cost of anesthesiologist labor or NAPA will have to terminate their service agreement. In many cases, NAPA has been successful at revising contracts to a cost-plus structure which shifts the risk of further wage inflation to the hospital. NAPA has also been terminating contracts (with hospitals) that are no longer economically sensible (and where the hospital won't subsidize the inadequate reimbursement). NAPA negotiated substantial fees (about $150 million in the latter half of 2022 and $28 million in the second quarter of 2023) from a few hospital customers that recently sought to in-source the anesthesia function using NAPA's employees. These fees involve negligible costs and effectively drop straight to the EBITDA line, helping to offset much of the recent pressure on margins and free cash flow. However, absent visibility around the opportunity for more of these fees, S&P's base-case forecast doesn't assume that these reoccur. Excluding those fees earned in the second quarter, we estimate the company's 2023 EBITDA margins would be about 150 basis points (bps) weaker at about 2% and 2023 leverage would be 14x-15x. S&P said, "We expect NAPA to improve margins over the next 12-18 months even without further divestiture-like fees. Given the essential nature of the company's services to hospitals and its track record of successfully negotiating cost-plus contracts at almost half of its hospital customers, we expect the company will remain successful in its efforts to renegotiate the remaining contracts. We also expect its margins to improve from the termination of some EBITDA-negative contracts and due to a reduction in operating expenses after it transitioned to a single revenue cycle management platform. "Although it's unclear how quickly margins and free cash flow will improve, our base case assumes about 100 bps of margin improvement to about 4.5% in 2024 from about 3.5% in the first half of 2023. We estimate this will reduce leverage to below 8x and lead to modest free cash flow generation in 2024." NAPA has limited exposure to the No Surprise Act (NSA) legislation. Congress passed the NSA on Dec. 22, 2020, which went into effect at the beginning of 2022. The act seeks to protect patients from unexpected (surprise) medical bills that arise from utilizing out-of-network providers. Under the legislation, the payor and the provider must each submit their settlement offer for the out-of-network (OON) claim to a certified Independent Dispute Resolution (IDR) entity. The IDR then determines which of the two offers to select. Unlike some other anesthesia providers, only about 4% of NAPA's revenues are OON, and the company receives the "reasonable and customary" reimbursement from the insurers on the OON claims while it waits to negotiate additional amounts in the IDR arbitration process. Some providers have had insurers terminate their insurance coverage agreement, effectively pushing the provider OON, in an effort to renegotiate lower rates. However, NAPA has not experienced this, and S&P doesn't expect it to in the future. Indeed, NAPA recently went back in network with an insurer in North Carolina and Georgia. S&P said, "The negative outlook reflects the risk to our base case assumption for meaningful margin improvement over the next few quarters, for leverage to decline to below 8x, and for the company to generate at least modest free cash flow in 2024. "We could lower our rating if NAPA's cash flow deficit persists or if those are large enough to constrain liquidity. This could occur if the company cannot grow its subsidy revenue faster than wage inflation. "We could revise the outlook to stable if the company performs in line with our base case such that it improves margins and generates at least modest free cash flow in 2023. "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of the majority of rated entities owned by private-equity sponsors. Our assessment also reflects their generally finite holding periods and a focus on maximizing shareholder returns. "Social factors are, on balance, neutral to our ratings analysis for NAPA. Although anesthesia services are subject to the risk of surprise billing legislation, NAPA's OON exposure is quite limited, providing some insulation against this risk." AULT ALLIANCE: Declares Monthly Cash Dividend of $0.2708333 Apiece ------------------------------------------------------------------ Ault Alliance, Inc. announced that its Board of Directors has declared a monthly cash dividend of $0.2708333 per share of the Company's outstanding 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock. The record date for this dividend is Sept. 30, 2023, and the payment date is Oct. 10, 2023. Link to NYSE quote for the Company's 13.00% Series D Cumulative Redeemable Perpetual Preferred Stock: https://www.nyse.com/quote/XASE:AULTpD About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Ault Alliance owns and operates a data center at which it mines Bitcoin and provides mission-critical products that support a diverse range of industries, including oil exploration, crane services, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, Ault Alliance extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; www.Ault.com. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVENIR MEMORY: PCO Reports Staffing Changes ------------------------------------------- Susan Goodman, the patient care ombudsman, filed with the U.S. Bankruptcy Court for the District of Arizona her second report regarding the quality of patient care provided at Avenir Memory Care @ Fayetteville LP's assisted care living facility. The PCO's main Avenir contacts in the interim reporting period were Avenir's Executive Director and the Regional Director of Health Services (RDOHS). The RDOHS also reported successful recruitment of a weekend Registered Nurse to assist with the weekend nursing coverage that had previously been provided by the former DOHS and Assistant Director of Nursing. Unfortunately, however, the RDOHS submitted her resignation and will be departing mid-September. The RDOHS reported that the bankruptcy had some component in the departure decision. Moreover, the Executive Director recently reported that the dietary manager exited her role without notice. As such, the manager's departure implicates staff and cooking functions in addition to the management duties. The PCO did not receive any inquiries or report requests from residents or resident family members. The Executive Director reported facility census remaining in the mid to high 40's over the interim reporting period, consistent to slightly higher than that which was reported in the First Report. The PCO did not discern negative bankruptcy impacts as contemplated under Section 333(b) of the Bankruptcy Code based on Leadership Team reporting. However, the continued uncertainty surrounding Debtor's potential sale appeared to have at least partial impact on the RDOHS departure. The PCO will need to revisit the facility to assess operations in the coming reporting cycle because most of the team that PCO met during the initial site visit has turned over. Accordingly, the PCO will look to engage in an unscheduled site visit in the coming reporting cycle, providing supplemental reporting to the court should concerns be identified. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=FKlJ6H from PacerMonitor.com. The ombudsman may be reached at: Susan N. Goodman, RN JD Pivot Health Law P.O. Box 69734 Oro Valley, AZ 85737 Phone: (520) 744-7061 Fax: (520) 575-4075 Email: sgoodman@pivothealthaz.com About Avenir Memory Care @ Fayetteville Avenir Memory Care @ Fayetteville, LP operates a nursing care facility in Scottsdale, Ariz. Avenir Memory Care @ Fayetteville filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-02640) on April 25, 2023, with $10 million to $50 million in both assets and liabilities. Judge Brenda Moody Whinery presides over the case. Philip R. Rudd, Esq., at Sacks Tierney, P.A. represents the Debtor as counsel. Susan N. Goodman is the patient care ombudsman appointed in the Debtor's Chapter 11 case. AVERY ASPHALT: October 25 Hearing on Disclosure Statement --------------------------------------------------------- Judge Michael E. Romero has entered an amended order that the hearing to consider the adequacy of and to approve the Disclosure Statement of Avery Asphalt, Inc., et al. will be held at 1:30 p.m. on Wednesday, October 25, 2023, in Courtroom C, U.S. Bankruptcy Court, U.S. Custom House, 721 19th Street, Denver, Colorado. Objections to the Disclosure Statement must be filed and served on or before October 13, 2023. About Avery Asphalt Avery Asphalt, Inc. is the main operating company and installs, maintains, and improves roadways, parking lots, and other outdoor surfaces. Its affiliates, Avery Equipment, LLC and Avery Holdings, LLC, own the equipment and real estate used in its business, respectively. Another affiliate, LBLA Ventures, Inc. is the holding company for a non-operating Arizona asphalt company while 1401 S. 22nd Ave., LLC owns the real estate that was formerly used by Regional Pavement Maintenance of Arizona, Inc. in its business. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Lead Case No. 21-10799) on Feb. 19, 2021, with up to $50,000 in assets and up to $10 million in liabilities. The bankruptcy was filed after a receiver was appointed for all the Debtors. The receivership hampered Avery Asphalt's ability to operate profitably. Judge Michael E. Romero oversees the cases. David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. and the Law Offices of Lars Fuller, PC serve as the Debtor's bankruptcy counsel and special counsel, respectively. BELMONT TRADING: Court OKs Cash Collateral Access Thru Sept 29 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Belmont Trading Co., Inc. to use the cash collateral of Kassel Financing, LLC and the US Small Business Administration on an interim basis in accordance with the budget, through September 29, 2023. As adequate protection, the Lenders are granted valid, binding, enforceable and perfected replacement liens and security interests in and on any of the Debtor's now owned Collateral or Collateral acquired since the Petition Date, wherever located, to the same extent validity and priority held by the Lenders prior to the Petition Date and only to the extent of the diminution in the amount of Lenders Cash Collateral used by the Debtor after the Petition Date. The Debtor is also directed to maintain insurance coverage on the Collateral. The Failure to maintain insurance coverage, pay taxes or otherwise meet all requirements under the Order and failure to cure same within 10 business days after notice may constitute an event of default. A status hearing on the matter is set for September 27 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=GnP4lv from PacerMonitor.com. About Belmont Trading Co., Inc. Belmont Trading Co., Inc. offers full-service value recovery and recycling services for mobile devices. The Debtor processes retired mobile devices and remarket and resell them. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12083) on September 12, 2023. In the petition signed by Igor Boguslavsky, president, the Debtor disclosed $2,575,764 in assets and $15,773,104 in liabilities. Judge Janet S. Baer oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. BILLING ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Billing, Electronic Systems Technology, Inc. 109 Everett Road Albany NY 12205 Business Description: The Debtor provides bookkeeping and payroll services. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Northern District of New York Case No.: 23-10977 Judge: Hon. Robert E Littlefield Jr. Debtor's Counsel: Peter A. Pastore, Esq. O'CONNELL & ARONOWITZ PC 54 State Street 9th Floor Albany NY 12207 Phone: 518-462-4601 Email: papastore@oalaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Mary Ann Fuina as president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JNG6T3I/Billing_Electronic_Systems_Technology__nynbke-23-10977__0007.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IWU4ZZQ/Billing_Electronic_Systems_Technology__nynbke-23-10977__0001.0.pdf?mcid=tGE4TAMA BITNILE METAVERSE: Steve Nelson Resigns as Director --------------------------------------------------- Steve Nelson resigned as a director of BitNile Metaverse, Inc., effective Sept. 30, 2023, for personal reasons. Mr. Nelson's resignation was not the result of any disagreement with the Company, or its management on any matter relating to the Company's operations, policies or practices, as disclosed by the Company in a Form 8-K filed with the Securities and Exchange Commission. The Company thanks Mr. Nelson for his contributions. About BitNile Metaverse Founded in 2011, BitNile Metaverse (formerly Ecoark Holdings, Inc.) -- is a holding company, incorporated in the State of Nevada on November 19, 2007. Through March 31, 2023, the Company's former wholly owned subsidiaries with the exception of Agora Digital Holdings, Inc., a Nevada corporation, and Zest Labs, Inc., a Nevada corporation, have been treated for accounting purposes as divested. The Company's principal subsidiaries consisted of (a) BitNile.com, Inc., a Nevada corporation, which includes the platform BitNile.com and that was acquired by the Company on March 6, 2023, which transaction has been reflected as an asset purchase, and (b) Ecoark, Inc., a Delaware corporation that is the parent of Zest Labs and Agora. BitNile Metaverse reported a net loss of $87.36 million on zero revenue for the year ended March 31, 2023, compared to a net loss of $10.55 million on $27,182 of revenues for the year ended March 31, 2022. As of March 31, 2023, the Company had $23.77 million in total assets, $37.72 million in total liabilities, and a total stockholders' deficit of $13.94 million. New York, New York-based RBSM LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated July 14, 2023, citing that the Company has suffered recurring losses from operations and had an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. BPI SPORTS: Unsecured Creditors Will Get 66.7% of Claims in Plan ---------------------------------------------------------------- BPI Sports, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan of Reorganization dated September 18, 2023. The Debtor has operated in Florida since 2010, and specializes in producing branded supplements for the health and fitness industries, including pre-workouts, aminos, and protein powders, and partnering with elite athletes for promotion of its branded products. The Chapter 11 bankruptcy was precipitated by the business difficulties caused by insufficient cash flow to address debt servicing requirements, operational requirements that necessitated a number of merchant cash advance loans, and a failed sale process that did not obtain the approval of the Minority Investor. Pre petition, the Debtor reached a restructuring support agreement (the "RSA"), with the Debtor's largest creditor and supplier, High-Tech Pharmaceuticals, Inc. ("HTP"), that is owed a supermajority (over 66%) of the aggregate non contingent and liquidated indebtedness. Under the RSA: (1) HTP will fund the restructuring with a DIP loan of $50,000 to fund administrative expenses in this bankruptcy, (2) HTP will forgive $886,571.59 of prepetition debt, and (3) absent the option exercised by any direct or indirect owner of the Equity Holder in Debtor to become the Plan Funder, HTP will be the Plan Funder, guaranteeing funding of the plan payments to the other unsecured creditors, debt owed to HTP will be converted to equity, and HTP will waive distribution on account of its secured and unsecured claims. The Debtor anticipates that this Plan will enable it to successfully reorganize by restructuring repayment of the remainder of its unsecured debt, and, if the Debt-to-Equity Conversion occurs, by becoming vertically integrated with its major supplier, resulting in significant cost savings. The Plan, and the Debtor's financial projections, provides that unsecured creditors will receive an amount substantially greater than all of the projected disposable income of the Debtor to be received in the 5-year period. However, HTP has agreed to fund payments to the remaining unsecured creditors above and beyond the Debtor's disposable income if the Debt-to-Equity Conversion occurs. Therefore, plan payments to HTP on account of its unsecured claim (if the Equity Buyout Option is exercised) will total $3,102,000, and plan payments to all creditors other than HTP will total $1,580,000. The disposable income amount is the total income projected to be received by the Debtor that is not reasonably necessary to be expended for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor, after the Debtor funds a reserve account necessary to finance future product development in the amount of $50,000. The funding of the Plan will be guaranteed by the Plan Funder. The plan length will be one year. If any direct or indirect owner of the Equity Holder is the Plan Funder under the Equity Buyout Option, the secured claims will be payable on the Effective Date, as well as $3,102,000 to the unsecured creditors, pro rata, with the remaining $1,580,000 to be paid by the first anniversary of the Effective Date. If the Debt-to-Equity Conversion occurs, the transfer of equity to HTP will be in satisfaction of its secured and unsecured claims as of the Effective Date, and the remaining $1,580,000 to unsecured creditors, pro rata, will be paid by the first anniversary of the Effective Date. Class 2 consists of General Unsecured Claims. The allowed unsecured claims total $7,019,391.92. This Class will receive a distribution of 66.7% of their allowed claims. If the Equity Buyout Option is exercised, payment of $4,682,000 shall be made to the unsecured creditors class on a pro rata basis as follows: (i) $3,102,000 shall be made to the class on a pro rata basis on the Effective Date, and (ii) each holder will be further entitled to receive their pro rata share of $1,580,000 no later than the first anniversary of the Effective Date. If the Equity Buyout Option does not occur, such that the Debt-to Equity Conversion occurs, HTP shall waive any distributions on account of its unsecured claim. The remaining holders will be entitled to receive their pro rata share of $1,580,000 no later than the first anniversary of the Effective Date. Affiliates will not receive any distribution on account of their claims. The equity interest of the Equity Holder will be cancelled and equity of Debtor will be issued pursuant to either the Equity Buyout Option, if exercised, or if not, pursuant to the Debt-to Equity Conversion. * Equity Buyout Option: Any of the direct or indirect owners of the Equity Holder shall have the option to become the Plan Funder and receive 100% of the equity of the Debtor if such person agrees to fund payment of the secured claims in cash on the Effective Date, and fund the total plan payments to unsecured creditors of $4,682,000, by paying $3,102,000 to the general unsecured class on a pro rata basis on the Effective Date (i.e., the same amount which would be waived by HTP on the Effective Date in the event of the Debt-to-Equity Conversion), and a further $1,580,000 to the general unsecured class by the first anniversary of the Effective Date. * Debt-to-Equity Conversion: Upon the failure of any direct or indirect owner of the Equity Holder to exercise the Equity Buyout Option, 100% of the equity of Debtor shall be transferred to HTP upon confirmation of the Plan, with HTP becoming responsible for funding the plan payments to the other unsecured creditors and waiving distribution on account of its secured and unsecured claims as of the Effective Date. For funding plan payments to other unsecured creditors, HTP shall be obligated to pay $1,580,000 to the general unsecured class by the first anniversary of the Effective Date. The equity interest of the current equity interest holder will be cancelled. A full-text copy of the Plan of Reorganization dated September 18, 2023 is available at https://urlcurt.com/u?l=GLXPYU from PacerMonitor.com at no charge. Debtor's Counsel: Eyal Berger, Esq. AKERMAN LLP 201 East Las Olas Blvd., Suite 1800 Fort Lauderdale, FL 33301 Tel: 954-463-2700 E-mail: eyal.berger@akerman.com About BPI Sports BPI Sports, LLC is a sports nutrition company offering supplements, pre-workouts, diets, and fitness advice. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 23-17463) on Sept. 18, 2023, with $1 million to $10 million in assets and liabilities. Derek Ettinger, authorized representative, signed the petition. Eyal Berger, Esq., of AKERMAN LLP, is the Debtor's legal counsel. BRIGHT HEALTH: Units Reach Deal With CMS on $380M Delayed Payments ------------------------------------------------------------------ Each of Bright Health Group, Inc.'s insurance subsidiaries in Colorado, Florida, Illinois and Texas entered into repayment agreements with the Centers for Medicare & Medicaid Services ("CMS") with respect to the unpaid amount of their risk adjustment obligations for an aggregate amount of $380 million. The amount owing under the Repayment Agreements is due 18 months from Sept. 15, 2023 (the date the first installment payment was made under the Repayment Agreements) and bears interest at a rate of 11.5% per annum, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. Bright Health said failure to make payments in accordance with the Repayment Agreements, or entering into liquidation, rehabilitation, or early pre-liquidation, will result in a default under the Repayment Agreements, in which event the full balance of the amount owed under the Repayment Agreements will become immediately due and payable. About Bright Health Headquartered in Minneapolis, MN, Bright Health is a technology enabled, value-driven healthcare company. Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 16, 2023, citing that the Company has a history of operating losses and insufficient cash flow to meet its obligations, that raises substantial doubt about its ability to continue as a going concern. CALAMP CORP: Egan-Jones Retains CCC- Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on September 5, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by CalAmp Corp. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Irvine, California, CalAmp Corp. delivers wireless access and computer technologies. CARING HANDS: Seeks Cash Collateral Access Thru Nov 15 ------------------------------------------------------ Caring Hands Home Care, Inc. asks the U.S. Bankruptcy Court for the District of Minnesota for authority to use cash collateral on a final basis through November 15, 2023. The Debtor seeks the use of cash collateral to purchase supplies, compensate its employees and provide employee benefits, pay promotional expenses and satisfy utility costs. The Internal Revenue Service is the only secured creditor. The IRS holds a secured claim with a value of $86,620. Notice of the current federal tax liens were filed with the Minnesota Secretary of State on September 19, 2022, November 18, 2022, January 9, 2022 and March 27, 2023. Monthly gross revenues are projected to remain steady in the range of $70,000 - $90,000, with accounts receivable 90 days or less to remain in the current range. The cash flow projections show operating results only, and do not include debt payments or administrative expenses payable under a plan of reorganization. As adequate protection for the use of cash collateral, the Debtor proposes to grant the existing secured creditors a replacement lien of the same validity, priority and effect as their pre-petition lien. As further adequate protection, the Debtor will pledge to operate its business in the ordinary course and in a manner that will cash collateral to increase as provided in its projections. On June 27, 2023, the Debtor and IRS stipulated to the use of cash collateral through September 30, 2023. Pursuant to the stipulation, the Debtor agreed to make monthly payments to the IRS pursuant to 11 U.S.C. Section 361 in the amount of $1,500 until September 30, 2023, with the first payment due on July 15, 2023, and each subsequent payment due on the 15th day of the following month. The Debtor has filed a proposed plan of reorganization. A hearing to consider confirmation of the plan has been set for October 31, 2023. A hearing on the matter is set for September 27, 2023 at 9:30 a.m. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=JkMdF7 from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $77,792 for September 2023; $60,192 for October 2023; $62,740 for November 2023; and $46,000 for December 2023. About Caring Hands Home Care, Inc. Caring Hands Home Care, Inc., has operated a home health care agency since 1994 and is licensed by the Minnesota Department of Human Services. Caring Hands Home Care sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-60214) on May 30, 2023. In the petition signed by Gary Johnson, its president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Michael E. Ridgway oversees the case. Ahlgren Law Office, PLLC, represents the Debtor as legal counsel. The Debtor previously filed a voluntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 17-60044) on Jan. 27, 2017. It was represented by Erik A Ahlgren, Esq. -- erikahlgren@charter.net -- at Ahlgren Law Office in the 2017 case. CARMAX INC: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 6, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by CarMax, Inc. Headquartered in Richmond, Virginia, CarMax, Inc. retails automobiles. CELSIUS NETWORK: Hires FTI Consulting to Provide Expert Services ---------------------------------------------------------------- Celsius Network, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to hire FTI Consulting Technology LLC to provide expert services in connection with the adversary proceeding captioned: Celsius Network Limited and Celsius KeyFi LLC v. Jason Stone and KeyFi, Inc., Case No. 22-01139-MG. The firm will charge these rates: Senior Managing Director $990 per hour Managing Director $860 per hour Senior Director $800 per hour Director $675 per hour Senior Consultant $530 per hour Consultant $420 per hour Bryce Snape, managing director at FTI, Inc., disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bryce Snape FTI Consulting, Inc. 555 12th Street, NW Suite 501 Washington, DC 20004 Tel: (240) 583-9874 Email: bryce.snape@fticonsulting.com About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as bankruptcy counsels; Fischer (FBC & Co.) as special counsel; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto is the claims agent and administrative advisor. On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as bankruptcy counsel; Elementus Inc. as blockchain forensics advisor; M3 Advisory Partners, LP as financial advisor; and Perella Weinberg Partners, LP as investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP and Huron Consulting Services, LLC serve as the examiner's legal counsel and financial advisor, respectively. CENTER FOR ALTERNATIVE: Unsecureds to Split $45K in Consensual Plan ------------------------------------------------------------------- Center for Alternative Medicine, PLLC, filed with the U.S. Bankruptcy Court for the District of Colorado a Plan of Reorganization for Small Business under Subchapter V dated September 18, 2023. The Plan provides for immediate payment and full satisfaction of Administrative Expenses, Priority Taxes, and Secured Claims, to the extent Allowed; and consistent Distributions to Holders of Allowed Unsecured Claims over the 5-year Plan Term. Class 13 consists of the Unsecured Claims against the Bankruptcy Estate. The Debtor estimates that Allowed Unsecured Claims – on account of Claims not Scheduled as contingent, disputed and/or unliquidated; Proofs of Claim filed on or before to the Claims Bar Date; and Claims not otherwise Disallowed by the Bankruptcy Court – is the sum of $283,302.43. The manner of Treatment of the Class 13 Claimant and amount of the Allowed Unsecured Claim shall depend on whether Holders of Class 13 Claims vote to accept or reject the Plan, as follows: * Consensual Treatment: Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of $45,000.00, which shall derive from Cash maintained within the Operating Account as of the Effective Date and revenues generated during the Plan Term. The Debtor shall deposit the sum of $5,000.00 into the Creditor Disbursement Fund on or before the 15th day of the 1st month following the close of each Calendar Quarter commencing on the Effective Date up to and through the 36th month following the Effective Date, for which the 1st deposit into the Creditor Disbursement Account of Disposable Income generated from the Effective Date up to and through December 31, 2023 shall arise on or before January 15, 2024. * Cramdown Treatment: Holders of Allowed Unsecured Claims shall receive a Pro-Rata Share of all Disposable Income realized during the Plan Term. The Debtor shall deposit the Disposable Income realized during the preceding Calendar Quarter into the Creditor Disbursement Fund on or before the 15th day following the close of each Calendar Quarter commencing on the Effective Date up to and through the 36th month following the Effective Date, for which the 1st deposit into the Creditor Disbursement Account of Disposable Income realized from the Effective Date up to and through December 31, 2023 shall arise on or before January 15, 2024, and the final Plan Payment shall be deposited on or before the 15th day of the 1st month following the 3rd Anniversary. Class 13 is impaired and entitled to vote to accept or reject the Plan. Class 14 consists of the Equity Interests in the Debtor, for which, Mr. Theodore W. Davis controlled a 100.0% ownership interest as of the Petition Date. On the Effective Date of the Plan, the Class 14 Claimant, to the extent Allowed, shall retain all existing rights, privileges, and interest in the Debtor, notwithstanding any provisions to the contrary hereunder and subject to any and all terms and conditions hereof. The Debtor shall fund the Plan using Cash generated from one, or a combination of such sources, as follows: * Cash arising from Net Income realized Post-Petition, of which the Debtor maintains within the Operating Account as of the Effective Date, shall be Distributed to certain and specific Claimants as consideration for full payment of an Allowed Claim, or such portion thereof as mutually agreed upon by and the between the Debtor and such relevant Claimant(s), in such order more-fully identified within the Cash Flow Analysis, and for such basis as follows: (a) Allowed Professional Fees Claims; (b) Pre Consummation Distributions; and (c) the amount necessary to Cure an assumed Executory Contract and/or Unexpired Lease, if any. * The Debtor shall deposit into the Creditor Disbursement Fund such portion of the Net Income equal to the collective monthly sum of Plan Payments due and owing to Holders of Allowed Secured Claims, pursuant to Article VI supra and otherwise illustrated within the Cash Flow Analysis, on or before the 5th day of each month commencing on the 1st month following the Effective Date up to and through 5th day of the 36th following the Effective Date. * The Debtor shall deposit Plan Payments to Holders of Allowed Unsecured Claims into the Creditor Disbursement Fund. A full-text copy of the Plan of Reorganization dated September 18, 2023 is available at https://urlcurt.com/u?l=TCskBW from PacerMonitor.com at no charge. Counsel for the Debtor: Joshua B. Sheade Sheade Law Office, LLC 4126 Shoshone Street Denver, CO Tel: (720) 389-9291 Email: joshua@sheadelaw.com About Center for Alternative Medicine Center for Alternative Medicine, PLLC specializes in the management and treatment of disc lesions, overuse soft tissue injuries, traumatic injuries, pain management, and peripheral neuropathies. The company is based in Pueblo, Colo. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-12482) on June 7, 2023, with $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Mark Dennis, a certified public accountant at SL Biggs, has been appointed as Subchapter V trustee. Judge Joseph G. Rosania, Jr. oversees the case. The Debtor tapped Joshua B. Sheade, Esq., at Sheade Law Office, LLC as legal counsel and Karen E. Heerschap, CPA, at Hewitt Heerschap & Couch PC as tax accountant. CHAPIN DAIRY: Court OKs Cash Collateral Access Thru Dec 14 ---------------------------------------------------------- The U.S. Bankruptcy Code for the District of Colorado authorized Chapin Dairy, LLC to use cash collateral on an interim basis in accordance with the budget, with a 7.5% variance, through December 14, 2023. The Debtor requires the use of cash collateral to pay ordinary post-petition operational expense and certain administrative expenses. Prior to the Petition Date, Chapin Dairy, LLC, a Colorado limited liability company, Chapin Dairy Two, LLC, a Colorado limited liability company, and Riverside Milk, LLC, a Colorado limited liability company, and American AgCredit, FLCA, American AgCredit, PCA, and American AgCredit, ACA entered into several loan agreements including: (a) Master Loan and Membership Agreement, dated as of September 18, 2015, by Chapin Dairy and Chapin Dairy Two, as borrowers, and Lender, as supplemented by that certain Covenant and Condition Rider to Master Loan and Membership Agreement, dated as of July 14, 2022; (b) Master Loan and Membership Agreement, dated as of May 22, 2019, by Riverside and Chapin Dairy Two, as borrowers, and the Lender, as supplemented by the Covenant and Condition Rider to Master Loan and Membership Agreement, dated as of July 14, 2022; and (c) Supplemental Loan Agreement, dated as of March 5, 2021, by and between AAC PCA and Chapin Dairy and Chapin Dairy Two (Loan No. 1243525), as amended by the Amendment to Supplemental Loan Agreement, dated as of July 14, 2022, as further amended by that certain Second Amendment to Supplemental Loan Agreement, dated as of December 1, 2022. The Debtor has failed to make payment to Lender and is in default pursuant to the Prepetition Credit Facility Loan Documents. The Debtor is liable to the Lender for $17.5 million as of July 23, 2023. As adequate protection for the use of cash collateral, the Lender is granted a post-petition security interest and replacement lien to the same extent and priority as the Prepetition Credit Facility Liens in the Collateral. The replacement liens and security interests will be deemed valid, automatically perfected without any additional action by Lender, who is entitled to all of the rights and benefits of 11 U.S.C. Section 552(b). As further adequate protection, the Lender is granted pursuant to 11 U.S.C. Section 507(b) a continuing superpriority claim in the amount of the Debtor's cumulative use of cash collateral pursuant to any order of the Court to the extent the aforementioned replacement liens are insufficient to provide adequate protection against the diminution, if any, in the value of Lender's interest in any Collateral resulting from the Debtor's use of cash collateral. The priority of the Section 507(b) Claim will be senior in priority of payment over all administrative expenses of the kinds specified or ordered pursuant to any provision of the Bankruptcy Code. The Debtor is directed to pay to Lender no later than by the last business day of each month, amounts equal to the following on a graduated, increasing payment schedule, the first payment due on the last business day of the first month subsequent to entry of the Interim Order: a. $0 in month one (August 2023); b. $0 in month two (September 2023); c. $5,000 in month three (October 2023); d. $10,000 in month four (November 2023); and e. $10,000 in month five (December 2023). These events constitute an "Event of Default": (a) a failure of the Debtor to make any payment due under the Interim Order or any other Court Orders; (b) a failure of the Debtor to: (i) observe or perform any of the material terms or provisions contained in the Interim Order or any other Court Orders; or (ii) comply with any covenant or agreement in the Interim Order or any other Court Orders in any material respect; (c) an order converting to a case under chapter 7 of the Bankruptcy Code or dismissing the Chapter 11 Case; (d) an order appointing a chapter 11 trustee in this Chapter 11 Case; (e) the entry of an order granting any other claim a lien equal or superior to the claims and liens granted to Lender; (f) the entry of an order staying, reversing, vacating, or otherwise modifying the terms of the Interim Order without Lender's prior written consent; (g) the entry of an order in the case appointing an examiner having enlarged powers beyond those set forth under Section 1106(a)(3) and (4) of the Bankruptcy Code; (h) any post-petition material representation or material warranty by the Debtor or its managers, members, unit holders, officers, directors, or stockholders that is incorrect or misleading in any material respect when made; (i) the general cessation of the day-to-day operations of the Debtor, including but not limited to the Debtor failing to reasonably adequately provide feed and water to livestock constituting Collateral; (j) the assertion by the Debtor or any trustee (or any other party in interest) of claims arising under Section 506(c) of the Bankruptcy Code against Lender or the commencement of other actions adverse to Lender or its rights and remedies under the Interim Order; (k) the entry of any order granting any relief from the automatic stay so as to allow a third party to proceed against any material asset or assets of the estate; and/or (l) the entry of an order confirming a plan of reorganization in the case unless such order provides for payment in full in cash of all amounts owed by the Debtor to Lender on or before the effective date of the plan of reorganization (which must be no more than 30 days after a confirmation order) that is the subject of such order, unless otherwise consented by Lender in its sole discretion. A final hearing on the matter is et for December 12 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=Bgx2Ka from PacerMonitor.com. About Chapin Dairy Chapin Dairy, LLC, a company in Weldona, Colo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-13262) on July 24, 2023, with $11,249,082 in assets and $19,303,237 in liabilities. A. Foy Chapin, manager, signed the petition. Judge Thomas B. Mcnamara oversees the case. Allen Vellone Wolf Helfrich & Factor P.C. represents the Debtor as legal counsel. CHEMICAL EXCHANGE: Court OKs $10MM DIP Loan from Briar Capital -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Chemical Exchange Industries, Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing. The Debtors are permitted to enter into a senior secured priming debtor-in-possession term credit facility in the Maximum Loan Amount of $10 million, plus the amount of any interest that is paid in kind and capitalized pursuant to the loan agreement, the proceeds of which will be used by the Debtors in a manner consistent with the Approved Budget and the Interim Order, and (b) execute the Senior Secured Debtor-in-Possession Credit Loan Agreement, among the Debtors and Briar Capital Real Estate Fund, LLC. The Debtors are also permitted to continue to obtain postpetition financial accommodations from Sallyport Commercial Finance, LLC as provided in the Amended and Restated Account Sale and Purchase Agreement and Loan and Security Agreement each dated May 7, 2021, as amended by the Trade Financing Addendum to Amended and Restated Account Sale and Purchase Agreement dated March 2, 2022, and a Letter Agreement dated August 10, 2022. The Term Loan is due and payable through the earliest to occur of: (a) the Scheduled Maturity Date (3 years); (b) the acceleration of the Obligation; (c) the effective date of a plan of reorganization or liquidation for any or all of the Debtors confirmed in the Chapter 11 Cases; (d) the first Business Day on which the Interim Order expires by its terms or is terminated, unless the Final Order has been entered and become effective prior thereto; (e) the conversion of the Chapter 11 Cases to a case or cases under Chapter 7 of the Bankruptcy Code; (f) the dismissal of the Chapter 11 Cases, unless otherwise consented to in writing by Lender; and (g) the maturity date or termination date occurs under the Working Capital Loan Documents. As of the Petition Date, Debtors Texmark Chemicals, Inc., TexmarkProperties, Inc., and CXI Solvents, L.P. had a borrowing and factoring relationship with Sallyport pursuant to (a) the AR Sale Agreement, whereby the Texmark Debtor Group has the ability to offer their Accounts for sale to Sallyport and Sallyport, in its sole discretion, has the ability to purchase those Accounts from the Texmark Debtor Group; (ii) the Inventory Line, in which Sallyport may provide revolving inventory-based financing to the Texmark Debtor Group; and (iii) the Trade Addendum. As of the Petition Date, Sallyport had a first-priority lien in the Debtors' collateral. As of the Petition Date, the Texmark Debtor Group owed Sallyport approximately $1.7 million pursuant to the terms of the Prepetition Loan Documents. The Debtor is a party to the Terminal Service Agreement, dated June 27, 2013, with Kinder Morgan, secured by the commodities in the Kinder Morgan pipe transport system utilized by Debtors, and further subject to that certain KM Tank Inventory Agreement. As of the Petition Date, Kinder Morgan was owed approximately $221,000. Neste US, Inc. as the Second Lien Secured Party under the Custom Processing Agreement dated March 28, 2019 (as amended, restated, or otherwise modified from time to time. As of the Petition Date, Neste was owed approximately $342,680. As of the Petition Date, the Debtors have total debts of approximately $20 million. The Debtors require the use of cash collateral and DIP loan to satisfy and to fund expenses of the Chapter 11 Cases, and conduct an orderly sales process for the Debtors' assets. As adequate protection for the use of cash collateral, the Prepetition Lenders are granted valid, binding, enforceable and perfected replacement liens upon and security interests in the DIP Collateral, subject and junior in priority in all respects to the Carve Out, the Permitted Liens, and the DIP Liens. Kinder Morgan is granted new liens on and security interests in the inventory collateral physically located at the Kinder Morgan leased tanks which will be subject to and junior in priority in all respects to the Carve Out, the Permitted Liens, and the DIP Liens. Neste is granted new liens on and security interests in all DIP Collateral that solely extends to the Debtors’ personal property, and expressly excludes any liens on the Debtors' real property, which shall be subject to and junior in priority in all respects to the Carve Out, the Permitted Liens, the DIP Liens, and the Kinder Morgan Liens on Inventory. As partial Adequate Protection, Neste will also have the right to setoff the $342,680 that it is owed by the Debtors under the prepetition Neste credit facility against the debt that will be due by Neste to the Debtors under the Custom Processing Agreement. Kinder Morgan is also granted a superpriority administrative claim subject and junior in priority only to the Carve-Out, the DIP Liens and the DIP Superpriority Claims. A final hearing on the matter is set for October 10, 2023 at 9 a.m. A copy of the order is available at https://urlcurt.com/u?l=KSnHB0 from PacerMonitor.com. About Chemical Exchange Industries, Inc. Chemical Exchange Industries, Inc. 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). The Debtors sought protection under Chapter 11 of the U.S. Bankrupcy Code (Bankr. S.D. Tex. Lead Case No. 23-90778) on September 18, 2023. In the petition signed by Douglas H. Smith, CEO, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Joseph Epstein, Esq., at Joseph G. Epstein PLLC as legal counsel, The Tower Law Firm, PLLC as co-reorganization counsel, and Chiron Financial LLC as investment banker and financial advisor. CHICK LUMBER: Wins Cash Collateral Access Thru Dec 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Hampshire authorized Chick Lumber, Inc. to use cash collateral of up to $2.1 million on an interim basis in accordance with the budget, through December 31, 2023. The Debtor is directed make these adequate protection payments on the last day of each month: (i) $482 to Jeldwen, Inc.; (ii) $25 to BFG Corporation (H2H NC Paint Tinter); (iii) $38 to GreatAmerica Financial Services Corp.; (iv) $0.00 to Citizens One Auto Finance; (v) $227 to Citizens One Auto Finance; (vi) $212 to Citizens One Auto Finance; (vii) $40 to Wells Fargo Equipment Finance, Inc. - Forklift; (viii) $63 to Wells Fargo Equipment Finance, Inc. - Moffett Machine; (ix) $82.22 to Hitachi Capital Financial; and (x) $1,198 to Citizens Financial Group, Inc., as the assignee of the claim of American Express Bank, FSB. Each Record Lienholder is granted a replacement lien in, to and on the Debtor's post-petition property of the same kinds and types as the collateral in, to and on which it held or claims to have held valid and enforceable, perfected liens on the Petition Date as security for any loss or diminution in the value of the collateral held by any the Record Lienholder. A further hearing on the matter is set for December 20 at 11 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=VTfI7F from PacerMonitor.com. The Debtor projects total cash out, on a monthly basis, as follows: $736,641 for October 2023; $677,506 for November 2023; and $678,765 for December 2023. About Chick Lumber Chick Lumber, Inc. -- https://www.chicklumber.com/ -- is a dealer of lumber, plywood, steel beams, engineered wood, trusses, steel and asphalt roofing, windows, doors, siding, trim, stair parts, and finish materials. It also offers drafting and design, installation, delivery, outside sales, and plan reading and estimating services. The Debtor sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-11252) on Sept. 9, 2019, in Concord. In the petition signed by Salvatore Massa, president, the Debtor disclosed between $1 million and $10 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. William S. Gannon PLLC is the Debtor's legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 3, 2019. The Committee is represented by Goldstein & McClintock, LLLP as its legal counsel. CIBT GLOBAL: $385MM Bank Debt Trades at 36% Discount ---------------------------------------------------- Participations in a syndicated loan under which CIBT Global Inc is a borrower were trading in the secondary market around 64.0 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $385 million facility is a Term loan that is scheduled to mature on June 1, 2025. The amount is fully drawn and outstanding. CIBT Global, Inc. provides travel documents services. The Company offers travel visas, passports, and additional document creation support services including digital photo, document legalization, and authentications. CLEARY PACKAGING: Oct. 26 and 27 Plan Confirmation Hearing ---------------------------------------------------------- The matters before the Bankruptcy Court include the amended disclosure statements and related papers filed by Cleary Packaging, LLC, Debtor, and Cantwell-Cleary Co., Inc., a creditor in this case. In addition, on September 7, 2023, the Debtor and Mr. Vincent Cleary filed a Joint Motion for Approval of Settlement Agreement with Marcus Bonsib, LLC. Judge Michelle M. Harner has entered an order that the Court will hold a confirmation hearing on any Chapter 11 Plan subject to a Disclosure Statement approved by the Court and circulated to creditors in accordance with any solicitation procedures approved by the Court on October 26 and 27, 2023, at 10:00 a.m., ET, in-person in Courtroom 9-C in Baltimore. The Court will continue the hearing on, and any deadlines related to, the Debtor's Motion for Authority to Assume Commercial Lease at 8700 Larkin Road to the confirmation hearing on October 26 and 27, 2023, at 10:00 a.m., ET, in-person in Courtroom 9-C in Baltimore. The deadline set by the last decretal paragraph in the Court's Order at ECF 432 is extended through and including October 31, 2023. The Court will hold a hearing on the parties' respective amended disclosure statements and any remaining discovery disputes between the Debtor and the Creditor on September 20, 2023, at 1:00 p.m. (immediately following the conclusion of the evidentiary hearing on the Settlement Motion), in-person in Courtroom 9-C in Baltimore. On or before September 19, 2023, the Debtor and the Creditor may each file a proposed amendment to their respective amended disclosure statements to address the potential resolution of the Settlement Motion or any other pending settlements or motions filed in this case, including the potential approval, denial, or delayed decision on the relief requested in each. About Cleary Packaging Cleary Packaging, LLC, is a wholesale distributor of packaging and janitorial supplies. The company sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10765) on Feb. 7, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Yumkas, Vidmar, Sweeney & Mulrenin as its legal counsel and George S. Magas CPA, PC as its accountant. Scott W. Miller has been appointed as Subchapter V Trustee for the Debtor. CNBG REAL ESTATE: Asset Sale Proceeds to Fund Plan -------------------------------------------------- CNBG Real Estate II, Ltd., filed with the U.S. Bankruptcy Court for the Western District of Texas a Disclosure Statement for its First Amended Plan of Reorganization dated September 19, 2023. On May 19, 2006, the Debtor, a Texas limited partnership, was formed to hold and manage a real estate investment located at 6600 Bandera Road, San Antonio, TX 78238 ("6600 Bandera"). The Debtor's General Partner is an entity known as CNBG GP, LLC, which holds 1% of the ownership interests. Carl Schenken, Jr. and Glenn G. Mortimer, III each hold approximately 33.085% of the ownership interests. Blake M. Bonner and William Neely Bonner, III each hold approximately 16.415% of the ownership interests. In March of 2023, the Environment Protection Agency (the "EPA") notified the Debtor that it intended to encumber 6600 Bandera with a lien to secure payment of any Bandera Plume remediation costs. In order to avoid the lien being placed on the property and to sell the property to a bona fide prospective purchaser ("BFPP" under CERCLA) free of all liens, claims and encumbrances, including any claims of successor liability by the EPA, TCEQ or other governmental entity, the Debtor initiated this bankruptcy proceeding on March 30, 2023. After the initiation of this case, the Debtor has continued to hold and market 6600 Broadway pending a court-approved sale of its real estate. Upon the closing of its sale, the Debtor shall pay all of its allowed secured claims. From the sale proceeds, the Debtor believes that it will have proceeds to pay all or a portion of the allowed claims of its creditors. Because of the sale of the Debtor's assets, Glenn G. Mortimer, III will supervise the sale process and the distribution of funds to creditors under the Plan and the dissolution of the debtor. The Plan is simple in concept. It provides for the Debtor to distribute funds on hand, if any, and liquidate 66000 Bandera. Furthermore, the Debtor shall object to any claims that the Debtor believes should be disallowed. The Plan provides for the mechanism for payment of the Allowed Claims of all Creditors. However, only Allowed Claims and Interest Holders will receive the treatment and distributions specified in the Plan. Under the Plan, the Creditors and Interest Holders will receive distributions in the form of cash on and/or after the Initial Distribution Date. Class 4 consists of Non-Insider Creditors Holding Allowed Unsecured Claims. The amount of claim in this Class total $0. Unless otherwise agreed upon in writing between the Revested Debtor and the Class 4 Claimants, the Revested Debtor shall, upon the sale of the Revested Debtor's real property and after the Revested Debtor's payment of all claims, pay the Class 4 Creditors their respective pro rata share of the remaining sale proceeds in order to partially or fully satisfy the Class 4 Creditors' Allowed Claims. Class 5 consists of Insider Creditors Holding Allowed Unsecured Claims. The amount of claim in this Class total $253,543.05. Unless otherwise agreed upon in writing between the Revested Debtor and the Class 5 Claimants, the Revested Debtor shall, upon the sale of the Revested Debtor's real property and after the Revested Debtor's payment of all claims, pay the Class 5 Creditors their respective pro rata share of the remaining sale proceeds in order to partially or fully satisfy the Class 5 Creditors' Allowed Claims. Class 6 consists of Equity Security or Interest Holders. After all Claims described in Section 4.01 and post-Effective Date expenses of winding down the Revested Debtor are paid and the Class 1 through 5 Claims are paid in full, the Class 6 Equity Interest holders shall receive the remaining available funds according to their respective percentage ownership interest in the Revested Debtor at the time of the payments. The distributions and payments provided for in the Plan shall be funded by the proceeds from the sale of the Debtor's assets. A full-text copy of the Disclosure Statement dated September 19, 2023 is available at https://urlcurt.com/u?l=n20Fop from PacerMonitor.com at no charge. Attorneys for the Debtor: William B. Kingman, Esq. The Law Offices of William B. Kingman, P.C. 3511 Broadway San Antonio, TX 78209 Tel: (210) 829-1199 Email: bkingman@kingmanlaw.com About CNBG Real Estate II CNBG Real Estate II, Ltd. was formed to hold and manage a real estate investment located at 6600 Bandera Road, San Antonio, TX 78238. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 23-50335) on March 30, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Michael M. Parker oversees the case. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, P.C. COMINAR REAL: DBRS Confirms BB(high) Issuer Rating -------------------------------------------------- DBRS Limited confirmed Cominar Real Estate Investment Trust's Issuer Rating and Senior Unsecured Debentures rating at BB (high) with Stable trends. The recovery rating on the Senior Unsecured Debentures is RR3. These rating confirmations reflect the execution of Cominar's strategy, which is generally consistent with DBRS Morningstar's expectations, as well as several further revisions to Cominar's business risk assessment (BRA), financial risk assessment (FRA), and overlay factors. DBRS Morningstar has revised its expectation for Cominar's total debt-to-EBITDA to the mid-9.0 times (x) range in the near to medium term, from the 9.0x range previously (and 10.4x for the last 12 months ended June 30, 2023 (LTM)), resulting in a modestly lower FRA. The higher expectation for leverage is largely a result of significantly higher-than-expected general and administrative (G&A) expenses weighing on EBITDA. While DBRS Morningstar understands the elevated G&A expense is partly due to transaction and reorganization costs and expects some improvement going forward, DBRS Morningstar expects G&A expense to remain somewhat elevated relative to Cominar's peers (measured as a percentage of revenue). DBRS Morningstar expects Cominar's EBITDA interest coverage to remain in the low 2.0x range (from 2.11x for the LTM). DBRS Morningstar has also revised its assessment of Cominar's portfolio size owing to the aforementioned lower-than-expected EBITDA, resulting in a modestly weaker BRA. Offsetting Cominar's modestly lower core credit assessment is Cominar's improved access to liquidity. On April 24, 2023, Cominar entered into a credit agreement with a banking syndicate whereby Cominar has access to revolving credit facilities in an aggregate amount of $132.5 million, secured against three properties. The credit agreement presently matures on April 24, 2024, which DBRS Morningstar expects to be extended in due course. Cominar's improved access to liquidity by way of the revolving credit facilities alleviates a previously assessed credit negative. Nevertheless, Cominar has little remaining financial flexibility at the current rating. The ratings continue to be supported by Cominar's average-quality assets with several notable properties, tenant diversification, asset type diversification, long-dated lease maturity profile with high-quality tenants, and sufficient EBITDA interest coverage. The ratings continue to be constrained by Cominar's elevated leverage, geographic concentration, property concentration, and relatively small size with limited market position. DBRS Morningstar assesses that with Cominar's improved access to liquidity as noted above, Cominar has modestly more tolerance for leverage at a given rating level. DBRS Morningstar would consider negative rating actions should Cominar's total debt-to-EBITDA remain above 9.8x or EBITDA interest coverage decline below 2.0x, on a sustained basis, all else equal. Given the challenges noted above such as elevated leverage, DBRS Morningstar views positive rating actions as highly unlikely in the near to medium term. Notes: All figures are in Canadian dollars unless otherwise noted. CONNER CREEK: Case Summary & 18 Unsecured Creditors --------------------------------------------------- Debtor: Conner Creek Center LLC 4777 East Outer Drive Detroit, MI 48234 Business Description: Conner Creek is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 23-48356 Judge: Hon. Thomas J. Tucker Debtor's Counsel: Scott M. Kwiatkowski, Esq. GOLDSTEIN BERSHAD & FRIED PC 4000 Town Center Suite 1200 Southfield, MI 48075 Tel: 248-355-5300 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Andrew McLemore as managing member. A copy of the Debtor's list of 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2YJ54BQ/Conner_Creek_Center_LLC__miebke-23-48356__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2T3HQBY/Conner_Creek_Center_LLC__miebke-23-48356__0001.0.pdf?mcid=tGE4TAMA CONTINENTAL AMERICAN: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Continental American Corporation d/b/a Pioneer Balloon Company 5000 E 29th Street N Wichita KS 67220 Business Description: The Debtor operates a balloon manufacturing business. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court District of Kansas Case No.: 23-10938 Debtor's Counsel: David Prelle Eron, Esq. PRELLE ERON & BAILEY, P.A. 301 N. Main St., Suite 2000 Wichita KS 67202 Tel: (316) 262-5500 Fax: (316) 262-5559 Email: david@eronlaw.net Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Daniel A. Flynn as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V5H57VI/Continental_American_Corporation__ksbke-23-10938__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Dale Marsh Wages $1,000,000 12329 Marsh Pointe Road Sarasota FL 34238 2. Randy Smith Wages $500,000 1306 SW Logos Dr Lees Summit MO 64081-2304 3. Renne Fink Wages $491,666 4106 Gloria Lane Bethlehem PA 18017 4. Concord Financial Advisors Loan $467,000 C/O Tom Jones 2543 Laurel Ln Wilmette IL 60091 5. Sudpack Business Goods $430,719 Jagerstrabe 23 or Services Ochsenhausen 88416 6. Angsana Investments Loan $400,000 17A Trevose Crescent Singapore 298094 7. Northstar Balloons Contract $356,317 17100 Medina Rd Ste 800 Minneapolis MN 55447 8. Inflatable Concepts Venture Business Goods $297,883 13350 SW 131 St Unit 106 or Services Miami FL 33186 9. American Express Credit Card $250,000 PO Box 650448 Dallas TX 75265-0448 10. Anthony Marrone Wages $195,833 336 Wings Circle Sunrise Beach MO 65079 11. Constellation New Energy Business Goods $188,601 PO Box 5473 or Services Carol Stream IL 60197 12. Evergy Business Goods $186,502 PO Box 219089 or Services Kansas City MO 64121-9089 13. Disney Consumer Products Business Goods $173,699 Bank of America or Services Lockbox Services PO Box 50735 Los Angeles CA 90012 14. Stinson LLP Business Goods $162,137 PO Box 843052 or Services Kansas City MO 64184-3052 15. Glenroy Inc Business Goods $158,394 PO Box 534 or Services W158 N9332 Nor-X-Way Menomonee Falls WI 53051 16. Bennett Packaging PBC Business Goods $156,021 PO Box 411145 or Services Kansas City MO 64141-1145 17. Corrie MacColl N America Inc Business Goods $152,527 150 Boush Street 8th Floor or Services Norfolk VA 2351 18. TK Innovations Inc Business Goods $121,293 PO Box 2792 or Services Kailua Kona HI 96745 19. Constellation DAL Business Goods $121,193 1221 Lamar Suite 750 or Services Houston TX 77010 20. CIBC Bank USA Unsecured Loan $112,221 1200 Main St Kansas City MO 64105 CONTINENTAL AMERICAN: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Continental American Corporation d/b/a Pioneer Balloon Company 5000 E 29th Street N Wichita KS 67220 Business Description: The Debtor operates a balloon manufacturing business. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court District of Kansas Case No.: 23-10938 Debtor's Counsel: David Prelle Eron, Esq. PRELLE ERON & BAILEY, P.A. 301 N. Main St., Suite 2000 Wichita KS 67202 Tel: (316) 262-5500 Fax: (316) 262-5559 Email: david@eronlaw.net Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Daniel A. Flynn as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/V5H57VI/Continental_American_Corporation__ksbke-23-10938__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Dale Marsh Wages $1,000,000 12329 Marsh Pointe Road Sarasota FL 34238 2. Randy Smith Wages $500,000 1306 SW Logos Dr Lees Summit MO 64081-2304 3. Renne Fink Wages $491,666 4106 Gloria Lane Bethlehem PA 18017 4. Concord Financial Advisors Loan $467,000 C/O Tom Jones 2543 Laurel Ln Wilmette IL 60091 5. Sudpack Business Goods $430,719 Jagerstrabe 23 or Services Ochsenhausen 88416 6. Angsana Investments Loan $400,000 17A Trevose Crescent Singapore 298094 7. Northstar Balloons Contract $356,317 17100 Medina Rd Ste 800 Minneapolis MN 55447 8. Inflatable Concepts Venture Business Goods $297,883 13350 SW 131 St Unit 106 or Services Miami FL 33186 9. American Express Credit Card $250,000 PO Box 650448 Dallas TX 75265-0448 10. Anthony Marrone Wages $195,833 336 Wings Circle Sunrise Beach MO 65079 11. Constellation New Energy Business Goods $188,601 PO Box 5473 or Services Carol Stream IL 60197 12. Evergy Business Goods $186,502 PO Box 219089 or Services Kansas City MO 64121-9089 13. Disney Consumer Products Business Goods $173,699 Bank of America or Services Lockbox Services PO Box 50735 Los Angeles CA 90012 14. Stinson LLP Business Goods $162,137 PO Box 843052 or Services Kansas City MO 64184-3052 15. Glenroy Inc Business Goods $158,394 PO Box 534 or Services W158 N9332 Nor-X-Way Menomonee Falls WI 53051 16. Bennett Packaging PBC Business Goods $156,021 PO Box 411145 or Services Kansas City MO 64141-1145 17. Corrie MacColl N America Inc Business Goods $152,527 150 Boush Street 8th Floor or Services Norfolk VA 2351 18. TK Innovations Inc Business Goods $121,293 PO Box 2792 or Services Kailua Kona HI 96745 19. Constellation DAL Business Goods $121,193 1221 Lamar Suite 750 or Services Houston TX 77010 20. CIBC Bank USA Unsecured Loan $112,221 1200 Main St Kansas City MO 64105 CPI LUXURY: Court OKs Deal on Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, authorized CPI Luxury Group to use cash collateral on an interim basis in accordance with its agreement with East West Bank from September 15, 2023 through and including (i) October 27, 2023 or as further agreed upon in writing by the Lender, or (ii) the date of the occurrence of an Event of Default. As previously reported by the Troubled Company Reporter, on June 30, 2016, the Lender and the Debtor executed a Loan and Security Agreement pursuant to which the Lender provided Debtor a secured revolving credit facility. To secure repayment and performance by Debtor of its obligations under the Loan Agreement, the Debtor granted to Lender a security interest in certain described personal property assets. Lender perfected its security interest in the Prepetition Collateral by filing a UCC Financing Statement with the California Secretary of State on June 30, 2016, filing number 167533695580. Events of Default occurred under the terms of the Loan Documents and, as a result, the Debtor executed a Forbearance Agreement dated September 9, 2021, which was amended from time to time, culminating in the execution of an Amended and Restated Forbearance Agreement dated as of May 31, 2022. Continuing Events of Default occurred and on July 3, 2023, the Lender sent and delivered to the Debtor a Notice of Continuation of Events of Default, Day to Day Forbearance and Reservation of Rights letter. On July 24, 2023, the Lender notified the Debtor that the Day to Day Forbearance was terminated, the Indebtedness owed to the Lender was accelerated and immediately due and payable, and Lender would exercise its rights and remedies under the Loan Documents. The Debtor is obligated to Lender for the amounts owing under the Loan Documents. As of the Petition Date, Debtor is indebted to Lender under the Loan Documents for the sum of no less than $14 million plus all additional interest, fees, costs and charges, including attorney's fees, recoverable under the Loan Documents or by law. These events constitute an "Event of Default": (i) a breach or failure to comply with any term, reporting test, covenant, representation, warranty or requirement of the Stipulation or any other order of the Court; (ii) the Debtor exceeds authorized expenditures or fails to meet projections contained in the Budget by more than the permitted variances, (iii) the granting in favor of any party other than Lender of a security interest in or lien upon any property of the Debtor or the Debtor's estate or a claim against the Debtor having priority senior or pari passu with the security interests, liens or claims in favor of Lender, except to the extent that such party had a security interest in or lien upon property of the Debtor on the Petition Date which had priority senior or pari passu with the security interests, liens or claims of Lender existing on the Petition Date; (iv) entry of an order dismissing or converting the Case to a case under chapter 7 of the Bankruptcy Code; (v) entry of an order appointing a trustee in the Case; (vi) entry of an order granting relief in favor of any other party (including lessors and landlords) that includes enabling such party to exercise state law or contractual rights and remedies with respect to certain asset or assets of the Debtor that could have a material adverse effect on the Debtor, its business and/or other assets, or (vii) any stay, reversal, vacation or rescission of the terms of the Stipulation, or any modification of any terms of the Stipulation that is not reasonably acceptable to Lender. As adequate protection, the Lender was granted a replacement lien in all assets in which and to the extent the Debtor holds an interest. The Postpetition Lien in favor of Lender will be senior in priority to any and all prepetition and postpetition claims, rights, liens and interests, but subject and immediately junior only to any lien or security interest in the Prepetition Collateral that is valid, perfected and senior to the interest of Lender effective as of the Petition Date and not otherwise avoided or subordinated. The Lender will have an allowed super priority administrative claim of the kind and priority, to the extent applicable, under 11 U.S.C. Sections 503(b) and 507(b). The Debtor will make monthly cash payments to the Lender in the amount of $35,000 no later than Monday of the week such payment is scheduled under the Budget. A copy of the order is available at https://urlcurt.com/u?l=QLPH1p from PacerMonitor.com. About CPI Luxury Group CPI Luxury Group is a producer of cultured pearls. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11059) on July 30, 2023. In the petition signed by Harold Jabarian, chief executive officer, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. M. Douglas Flahaut, Esq., at Arentfox Schiff LLP, represents the Debtor as legal counsel. CROWN HOLDINGS: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Investors Service affirmed Crown Holdings, Inc.'s Ba1 corporate family rating and Ba1-PD probability of default rating. Moody's also affirmed the ratings for the senior unsecured notes and senior secured bank credit facilities issued by Crown's subsidiaries. Crown's speculative grade liquidity (SGL) rating remains unchanged at SGL-2. The rating outlook remains stable. "The affirmation of the corporate family rating considers an improvement in Crown's free cash flow in 2024, which will help control its debt load along with some recovery in sales and profit," said Motoki Yanase, VP - Senior Credit Officer at Moody's. RATINGS RATIONALE Moody's expects Crown's sales for its metal cans business will decline in 2023 from 2022, reflecting weak sales volume outside North America. However, improving margin of its Transit Packaging business with cost rationalization efforts would help the company record at least a similar level of EBITDA in 2023 relative to 2022. With further improvement in profit in 2024 and some debt pay down, Moody's expects Crown's leverage will likely improve to less than 4.25x by the end of 2024 from 5.4x for the twelve months that ended in June 2023. Along with profit and cash flow recovery in 2024, Moody's expects Crown will also resume its announced share repurchase program of up to $3 billion between 2022 and 2024, which will slow the degree of debt reduction. However, Moody's expects Crown to prioritize its net leverage target between 3.0x and 3.5x, and manage its debt load accordingly. As the company's capital spending falls in 2024 after a large part of the planned capacity expansion is completed in 2023, Crown will have better free cash generation, which will also support the company's ability to control total debt. Crown's credit profile is supported by its exposures to the consolidated industry structure in the can segment, which demonstrates solid growth prospects over the medium term. In addition, within the can segment, Crown serves the stable alcoholic/non-alcoholic beverage and food end markets. Its credit profile is also supported by a large base of installed equipment in the transit packaging segment that drives a high percentage of recurring sales of consumables. Crown also benefits from geographic diversification to Europe. On the other hand, the credit profile is constrained by the company's high customer and product concentration of sales and exposure to cyclical end markets in the transit packaging segment. Additionally, the fragmented and competitive industry structure in the transit packaging segment makes growth and margin expansion difficult. The company also has an outstanding asbestos liability, which Moody's adds to total debt as a part of Moody's adjustments. The stable outlook reflects Moody's expectation that Crown will be able to improve its free cash flow generation in 2024, and that the company will focus on its stated leverage target and control its share repurchases accordingly. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the ratings if Crown sustainably improves its credit metrics within the context of a stable competitive environment and maintains good liquidity. An upgrade would also require a more streamlined debt capital structure and the flexibility of an unsecured capital structure. Specifically, the ratings could be upgraded if total debt/EBITDA is below 3.5x and free cash flow/debt is over 10%. Moody's could downgrade the ratings if credit metrics, liquidity or the competitive environment deteriorate. Specifically, the rating could be downgraded if total debt/EBITDA rises above 4.25x, free cash flow/debt falls below 6.0%, or EBITDA/Interest expense is below 5.0x. LIST OF AFFECTED RATINGS Issuer: Crown Holdings, Inc. Affirmations: Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Outlook Actions: Outlook, Remains Stable Issuer: Crown Americas LLC Affirmations: Backed Senior Secured Bank Credit Facility, Affirmed Baa3 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 Outlook Actions: Outlook, Remains Stable Issuer: Crown Cork & Seal Company, Inc. Affirmations: Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 Outlook Actions: Outlook, Remains Stable Issuer: Crown European Holdings S.A. Affirmations: Backed Senior Secured Bank Credit Facility, Affirmed Baa3 Backed Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba1 Outlook Actions: Outlook, Remains Stable The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in December 2021. Headquartered in Tampa, Florida, Crown Holdings, Inc. (NYSE: CCK), is a global manufacturer of steel and aluminum containers for food, beverage, and consumer products. Crown also manufactures protective packaging products and solutions. For the twelve months ending June 2023, the company generated about $12.4 billion in revenue. CYTOSORBENTS CORP: Kathleen Bloch Resumes as Full-Time CFO ---------------------------------------------------------- CytoSorbents Corporation announced the re-appointment of Kathleen P. Bloch as full-time chief financial officer, effective retroactively to Sept. 2, 2023. Ms. Bloch served as the Company's chief financial officer for 10 years until her retirement in March 2023, when she became Interim CFO as a consultant. She resumed as Interim CFO after the investigation of, and mutual termination and release agreement with, former CFO Alexander D'Amico. Dr. Phillip Chan, chief executive officer of CytoSorbents stated, "Following this unexpected turn of events, it is great to have Kathy back as full-time Chief Financial Officer. Kathy's accomplished career speaks for itself...We thank Kathy for her unquestioned dedication to the Company, the management team, and our employees over the past decade, and particularly now as we enter this exciting time for the Company. Kathy's commitment secures this leadership position and provides the time and expertise to focus and execute upon our critical near-term business goals and priorities." Ms. Bloch stated, "The next six to twelve months is expected to bring a potential wealth of opportunities as we target U.S. and Canadian approval for the first time with DrugSorb-ATR, and we work to capitalize on both anticipated improvements in the acute care markets and investments made with our existing CytoSorb business. Like the rest of this outstanding team, I am passionate about our mission to help save lives and am proud of the Company we have built to date. It was an easy decision to come back and provide continuity and stability to our Company and business at this pivotal moment." In accordance with the terms of the Employment Agreement, Ms. Bloch will receive an annual base salary of $425,000 (retroactive to Sept. 2, 2023) and will be eligible to receive an annual cash bonus equal to a percentage of up to 45% of Ms. Bloch base salary, determinable in the discretion of the Company's chief executive officer. Ms. Bloch will also be eligible to receive annual equity awards at the discretion of the Board of Directors. About CytoSorbents Based in Monmouth Junction, N.J., CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb, is approved in the European Union with distribution in more than 75 countries around the world as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" seen in common critical illnesses that may result in massive inflammation, organ failure and patient death. CytoSorbents reported a net loss of $32.81 million for the year ended Dec. 31, 2022, a net loss of $24.56 million for the year ended Dec. 31, 2021, a net loss of $7.84 million for the year ended Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec. 31, 2019, and a net loss of $17.21 million for the year ended Dec. 31, 2018. CYXTERA TECHNOLOGIES: GUC Recovery Still Undetermined ----------------------------------------------------- Cyxtera Technologies, Inc., et al., filed a Disclosure Statement relating to the Amended Joint Plan of Reorganization pursuant to Chapter 11 of the Bankruptcy Code. Cyxtera filed Chapter 11 cases to implement a comprehensive financial and operational restructuring. Founded in 2017 through a carve-out acquisition from Lumen Technologies, Inc. (f/k/a CenturyLink, Inc.), Cyxtera is a global leader in data center colocation and interconnection services. Cyxtera provides an innovative suite of connected and intelligently-automated infrastructure and interconnection solutions to more than 2,300 leading enterprises, service providers, and government agencies around the world. From its founding in 2017, Cyxtera's core business performance has remained strong, generating revenue growth from $695 million in 2017 to $746 million in 2022. Despite its strong core business performance, the Company has recently faced significant headwinds owing primarily to inflation and macroeconomic volatility, which have driven up interest rates and energy prices. As inflation swelled in 2021 and 2022, the Federal Reserve reacted by raising interest rates at the fastest pace in decades. This contributed to the ballooning of Cyxtera's annualized interest expense on funded debt from $35.9 million in Q1 2022 to $75.7 million in Q1 2023. These challenges, along with the impending maturity of the Company's revolving and term loans, placed increasing pressure on Cyxtera's capital-intensive business, straining the Company's liquidity profile and its ability to invest in the business. Accordingly, starting in late 2021, the Company began to explore all strategic alternatives, including an investment in or sale of some or all of its business, and, thereafter, a further equity investment from its existing sponsor. As part of these efforts, the Company—with the assistance of Kirkland & Ellis, LLP ("Kirkland") as legal counsel, Guggenheim Securities, LLC ("Guggenheim Securities") as investment banker, and, later, AlixPartners, LLP ("AlixPartners," and together with Kirkland and Guggenheim Securities, the "Advisors") as financial advisor—engaged with an ad hoc group of First Lien Lenders (the "Ad Hoc Group"), represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor, to chart a value-maximizing path forward. In parallel, on March 27, 2023, the Company, with the assistance of Guggenheim Securities, launched a marketing process (the "Marketing Process") to engage potential interested parties concerning a significant investment in or purchase of some or all of the Company's assets and/or equity (the "Sale Transaction"). These discussions with the Ad Hoc Group proved successful, culminating in the entry into a restructuring support agreement (the "RSA") on May 4, 2023, which enjoys the broad support of Holders whose claims represent approximately 86 percent of the claims arising on account of obligations under the First Lien Credit Agreement, as well as the Consenting Sponsors. Concurrently with the entry into the RSA, members of the Ad Hoc Group provided Cyxtera with a new money, $50 million term loan Bridge Facility, of which $36 million was drawn prior to the Petition Date, to bridge the Company's financing needs, continue the prepetition Marketing Process, provide time to prepare for a potential Chapter 11 filing, and otherwise avoid a value destructive, free fall bankruptcy filing. One month after the RSA became effective, on June 4, 2023, Cyxtera initiated a prearranged court-supervised process under chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey ("the Bankruptcy Court"). The bankruptcy filing represented a continuation of the agreement embodied in the RSA, and the Debtors entered these Chapter 11 Cases on sound footing with a commitment of approximately $200.5 million in debtor-in-possession financing from certain members of the Ad Hoc Group. At the "First Day" Hearing on June 6, 2023, the Bankruptcy Court granted interim approval to access approximately $90.5 million of the $200.5 million, $40 million of which constituted new money, approximately $36.5 million of which consisted of a "roll up" of prepetition obligations on account of the Bridge Facility (as defined herein), and $14 million of which consisted of escrowed proceeds funded pursuant to the Bridge Facility (as defined herein). On July 19, 2023, the Bankruptcy Court granted final approval of the DIP Facility. The details of the DIP Facility are discussed in greater detail herein. To facilitate the Marketing Process postpetition, the Debtors filed a motion to establish procedures to govern an efficient, public, and flexible auction process to realize the full value of existing assets and/or equity, which the Bankruptcy Court approved on June 29, 2023 (the "Bidding Procedures Order" and the bidding procedures approved thereby, the "Bidding Procedures"). In accordance with the process outlined in the Bidding Procedures, the Debtors received at least one acceptable non-binding written proposal prior to the July 10, 2023, Acceptable Bidder (as defined in the Bidding Procedures) deadline. Accordingly, the Debtors extended the sale timeline whereby all binding bids must be actually received by no later than July 31, 2023, at 5:00 p.m. (prevailing Eastern Time). As the Marketing Process progressed, the Debtors, in consultation with the Ad Hoc Group and the official committee of unsecured creditors (the "Committee"), determined the significant and increasing interest in the Sale Package (as defined below) warranted an extension of the sale schedule. To that end, the Debtors filed the Notices of Amended Sale Schedule extending certain deadlines and providing the Debtors with additional time to complete their comprehensive Marketing Process, to receive and evaluate bids, and, if necessary, to hold an Auction to determine the highest and best bid for some or substantially all of the New Common Stock of Reorganized Cyxtera and/or some or substantially all of the Debtors' assets (the "Sale Package"). The Debtors have received multiple bids for the Sale Package, but none of these bids were Qualified Bids. The Debtors do not believe at this time that any of the bids received to date are more value-maximizing than the Recapitalization Transaction proposed under the Plan. Accordingly, on August 29, 2023, the Debtors filed a Notice of Cancellation of Auction notifying parties-in-interest that the Debtors, in accordance with the Bidding Procedures Order and in consultation with the Ad Hoc Group and the Committee, had cancelled the Auction scheduled to occur on August 30, 2023. However, negotiations with certain bidders remain ongoing as of the filing of this Disclosure Statement, and, as discussed further below, the Plan provides flexibility for the Debtors to "toggle" to a Sale Transaction should one develop that is more value-maximizing than the Recapitalization Transaction. The Plan provides that the Debtors will pursue the Recapitalization Transaction unless a more value-maximizing Sale Transaction materializes with a third party prior to the Confirmation Hearing. The Debtors' goal from the outset of these Chapter 11 Cases has been to maximize value for all stakeholders on the most expeditious timeline possible. Accordingly, while the Plan contemplates the Recapitalization Transaction as the baseline transaction by which holders of claims should evaluate the Plan, the Debtors continue to engage with multiple bidders, and therefore, the Debtors may "toggle" to a Sale Transaction if a higher or otherwise better Sale Transaction materializes prior to the Confirmation Hearing. If the Debtors "toggle" to a Sale Transaction pursuant to the Plan, the Debtors will file and serve a notice of such Sale Transaction in advance of the Confirmation Hearing. Under the Recapitalization Transaction: (i) Holders of First Lien Claims shall receive their pro rata share of 100 percent of the New Common Stock, subject to dilution by the Management Incentive Plan, (ii) Holders of General Unsecured Claims shall receive their pro rata share of the GUC Recovery Pool, and (iii) all DIP Claims shall be converted on the Effective Date on a dollar-for-dollar basis into New Takeback Facility Loans (unless such DIP Claims are paid in full in cash). The Recapitalization Transaction would deleverage Cyxtera's prepetition indebtedness by more than $950 million and provide Cyxtera with enhanced flexibility to invest in its business. If the Plan "toggles" to a Sale Transaction, then under a Sale Transaction: (i) Holders of First Lien Claims shall receive their pro rata share of the Distributable Consideration, (ii) Holders of General Unsecured Claims shall receive their pro rata share of the GUC Recovery Pool, and (iii) Holders of DIP Claims shall receive payment in full in Cash or, with the consent of the Required Consenting Term Lenders, such other treatment rending such Allowed DIP Claims Unimpaired. As of the filing of this Disclosure Statement, the scope of the GUC Recovery Pool remains undetermined and subject to continued negotiation with the Committee. Since the appointment of the Committee on June 21, 2023, the Debtors have devoted significant time and resources to providing diligence and engaging with the Committee and its advisors to bring them up to speed on the developments in the Debtors' Chapter 11 Cases. The Debtors have been particularly diligent regarding certain key issues regarding the DIP Facility and the Plan—in the days and weeks immediately following the Committee's appointment, the Debtors and the Committee engaged in constant dialogue regarding certain key issues including the establishment of an escrow account for certain "stub" rent amounts, the scope of DIP liens, implications, and potential impact of a Sale Transaction. Discussions with the Committee have been, and continue to be, constructive and remain ongoing, and therefore, the Plan does not currently contemplate a definite recovery for Holders of General Unsecured Claims. While the Committee is not yet supportive of the Plan, the Debtors continue to actively engage with the Committee and hope to come to an agreement with the Committee and the Consenting Stakeholders regarding the Plan in advance of the Confirmation Hearing. Under the Plan, Class 4 General Unsecured Claims total $80,000,000 - $90,000,000. Each Holder of a General Unsecured Claim shall receive pro rata share of the GUC Recovery Pool. Class 4 is impaired. The Debtors, the Committee and the Consenting Term Lenders continue to negotiate the terms of a GUC Recovery Pool. There is a possibility that these parties may not be able to reach an agreement on the contents of a GUC Recovery Pool, in which case Holders of General Unsecured Claims may not receive any recovery under the Plan. The Debtors will fund or make distributions under the Plan, as applicable, with: (i) the issuance of New Takeback Facility Loans under the New Takeback Facility, (ii) the proceeds from the Equity Investment Transaction, (iii) the New Common Stock, and (iv) the Debtors' Cash on hand. Each distribution and issuance referred to in Article VI of the Plan shall be governed by the terms and conditions set forth in the Plan applicable to such distribution or issuance and by the terms and conditions of the instruments or other documents evidencing or relating to such distribution or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuance. The issuance, distribution, or authorization, as applicable, of certain Securities in connection with the Plan, including the New Common Stock, will be exempt from Securities Act registration, as described more fully in Article IV.C.5 of the Plan. The Debtors have proposed the following case timeline, subject to Court approval and availability: * The Plan Supplement Filing Deadline is no later than 7 days prior to the Confirmation Hearing. * The Voting Deadline will be on [October 26], 2023, at 4:00 p.m. (prevailing Eastern Time). * The Confirmation Objection Deadline will be on [October 26], 2023, at 4:00 p.m. (prevailing Eastern Time). * The Deadline to File Voting Report will be on [November 2], 2023. * The Confirmation Brief and Confirmation Reply Deadline will be on [November 2], 2023. * The Confirmation Hearing Date will be on [November 6], 2023, or such other date as may be scheduled by the Court. Co-counsel for the Debtors: Edward O. Sassower, Esq. Christopher Marcus, Esq. Derek I. Hunter, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: edward.sassower@kirkland.com christopher.marcus@kirkland.com derek.hunter@kirkland.com - and - Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 E-mail: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com A copy of the Disclosure Statement dated September 13, 2023, is available at https://tinyurl.ph/RAgAC from Kccllc, the claims agent. About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center companyproviding retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. D & M MANAGEMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: D & M Management, LLC 2441 Bailey Avenue Jackson, MS 39213 Business Description: D & M Management owns and operates a grocery store at 3331 Hwy 80 East, Suite D Pearl, MS. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-02191 Judge: Hon. Jamie A. Wilson Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-948-0586 Email: wnewman95@msn.com - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-427-0048 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel K. Myers as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3T5MILY/D__M_Management_LLC__mssbke-23-02191__0001.0.pdf?mcid=tGE4TAMA DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Sept 28 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Da Vinci Dental, Ltd. to use the cash collateral of of Five Star Bank and the US Small Business Administration, Business Backer LLC and Forward Financing on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to pay actual, ordinary and necessary operating expenses for the purposes and up to the amounts set forth in the budget. As of the Petition Date, the Debtor and the Lenders were parties to certain loan agreements. Pursuant to the Loan Documents, the Debtor granted Five Star Bank and the US Small Business Administration, a perfected first priority security interest in the Debtor's collateral. Business Backer LLC and Forward Financing may have a security interest in the Debtor's receivables. As adequate protection, the Lenders are granted valid, binding, enforceable and perfected replacement liens and security interests to the same extent the Lenders had prior to the petition date. The Debtor will maintain insurance coverage on the Collateral. The Failure to maintain insurance coverage, pay taxes or otherwise meet all requirements under the Order and failure to cure same within 10 business days after notice may constitute an event of default. A further hearing on the matter is set for September 26 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=yIt6qS from PacerMonitor.com. The Debtor projects $29,700 in total sales and $18,129 in total expenses for two weeks. About Da Vinci Dental, Ltd. Da Vinci Dental, Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12085) on September 12, 2023. In the petition signed by James Ojjeh, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Donald R Cassling oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. DE LA REINA: No Classes Impaired Under Plan ------------------------------------------- De La Reina Developments Corporation submitted a Plan of Reorganization and a Disclosure Statement. The Debtor's principal asset is its real property and improvements on the property in the form of a residence in Spring, Texas. The Debtor has claims and causes of action against Medtrade Inc., including an Equitable Petition for Bill of Review, fraudulent conveyance and preference action and other potential claims and causes of action being evaluated. The Debtor has potential alter ego claims which are being evaluated. The Debtor also has potential claims and or causes of action against Promexa, Mr. Lee Crawley, and Sierra Lending Group, LLC. The Debtor anticipates having fees due to the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6). Those fees will be paid on the Effective Date. The Debtor also anticipates having certain other administrative expense claims of its professionals, such as Wauson | King, general counsel to the Debtor, and as proposed special litigation counsel to the Debtor. Those administrative expense claims will be paid in cash, in full when allowed, or if allowed then on the Effective Date, or as agreed to between the Debtor and third parties securing payment of fees—Cal-Ixa Aggregates, LLC and guaranteed by Juan Luis Perez and Andrea Rochin. No classes are impaired under the Debtor's Plan. Class 4 consists of all allowed, general nonpriority, valid, non-disputed, non-contingent unsecured claims. Class 4 All non-priority unsecured claims allowed under section 502 of the Code, although none are expected to be filed. Class 4 is unimpaired. On the Effective Date, the Reorganized Debtor will execute all other documents necessary to the implementation of the Plan and the Order of Confirmation. All property of the estate shall be transferred to the Reorganized Debtor. Counsel for the Debtor: Anabel King, Esq. WAUSON KING 52 Sugar Creek Center Blvd., Suite 325 Sugar Land, TX 77478 Tel: (281) 242-0303 Fax: (281) 242-0306 E-mail: aking@w-klaw.com A copy of the Disclosure Statement dated September 13, 2023, is available at https://tinyurl.ph/mCEZK from PacerMonitor.com. About De La Reina Developments Corporation De La Reina Developments Corporation is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns property 134 E. Bracebridge Circle, Spring Texas. The Debtor believes the Property's current value is between $1.24 million and $1.52 million. De La Reina Developments Corporation sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-32488) on July 3, 2023. In the petition filed by Juan Luis Perez Soberon, as president and director, the Debtor reported total assets of $1,520,000 and total liabilities of $1,607,799. Sylvia Mayer has been appointed as Subchapter V Trustee. The Debtor is represented by Anabel King, Esq. at Wauson King. DELTA MARKETING: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Delta Marketing Group, LLC 2441 Bailey Avenue Jackson, MS 39213 Business Description: Delta Marketing owns and operates a grocery store at 1050 East Peace Street Canton, MS 39046. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-02190 Judge: Hon. Jamie A. Wilson Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-948-0586 Email: wnewman95@msn.com - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-427-0048 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel K. Myer as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3C2CVAQ/Delta_Marketing_Group_LLC__mssbke-23-02190__0001.0.pdf?mcid=tGE4TAMA DKM PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: DKM Properties, LLC 2441 Bailey Avenue Jackson, MS 39213 Business Description: DKM is primarily engaged in acting as lessors of buildings used as residences or dwellings. Its principal assets are located at 1411 Ellis Avenue, Jackson, MS 39204. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-02192 Judge: Hon. Jamie A. Wilson Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-948-0586 Email: wnewman95@msn.com - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-427-0048 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel K. Myers as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YASQ5CI/DKM_Properties_LLC__mssbke-23-02192__0001.0.pdf?mcid=tGE4TAMA DUCKWORTH LLC: Court OKs Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Duckworth LLC to use cash collateral in accordance with the budget, with a 10% variance, on a final basis. As previously reported by the Troubled Company Reporter, there are six UCC Financing Statements filed with the State of Pennsylvania with respect to the assets of the Debtor that have not been terminated. The recorded UCC Financing Statements are as follows: a) File Number 2020070300978 filed on July 3, 2020 by the U.S. Small Business Administration, which purports to establish blanket security interest on all lienable assets of the Debtor. b) File Number 2021120102345 filed on December 1, 2021 by C T Corporate System, as representative. The Debtor's counsel believes that C T Corporate System, as representative is an agent for one of the Debtor's creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. c) File Number 2022072001239 filed on July 20, 2022 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. d) File Number 2022082400689 filed on August 24, 2022 by CHTD Company. The Debtor's counsel believes that CHTD Company is an agent for one of the Debtor's creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. e) File Number 20221117060371 filed on October 24, 2022 by The Huntington National Bank, which purports to establish blanket security interest on all lienable assets of the Debtor. f) File Number 20221129067559 filed on November 29, 2022 by C T Corporate System, as representative. The Debtor's counsel believes that C T Corporate System, as representative is an agent for one of the Debtor's creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. The SBA is owed approximately $60,000 by the Debtor and further believes that the assets of the Debtor subject to any valid security interest are over encumbered by the amount due to the U.S. Small Business Administration. The court ruled that the pre-petition liens of any creditor with an interest in cash collateral will continue post-petition but the liens will not be greater post-petition than the value of their lien at the inception of the Chapter 11 case. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=j4GKo5 from PacerMonitor.com. The Debtor projects $40,000 in revenue and $35,997 in total expenses. About Duckworth LLC Duckworth LLC is an S-corporation that does business as a Minuteman Press franchise in Western Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21692) on August 9, 2023. In the petition signed by Steven E. Duckworth, president, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Gregory L. Taddonio oversees the case. Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., represents the Debtor as legal counsel. ENVISION HEALTHCARE: $2.20BB Bank Debt Trades at 77% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Envision Healthcare Corp is a borrower were trading in the secondary market around 23.4 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $2.20 billion facility is a Term loan that is scheduled to mature on March 31, 2027. The amount is fully drawn and outstanding. Envision Healthcare Corporation provides health care services. The Hospital offers surgery, pharmacy, medical imaging, emergency care, and other related health care services. Envision Healthcare serves patients in the United States. ENVISTACOM LLC: Court Approves Disclosures on Interim Basis ----------------------------------------------------------- Judge Jeffery W. Cavender has entered an order granting interim approval of the Disclosures contained in the Combined Disclosure Statement and Plan of Envistacom, LLC for solicitation purposes only. The Combined Hearing will commence on October 20, 2023 at 9:00 a.m. (Eastern Time), or as soon as counsel can be heard by the Court. The Combined Hearing will take place at the United States Bankruptcy Court for the Northern District of Georgia, 75 Ted Turner Dr. SW, Courtroom 1203, Atlanta, Georgia 30303, which may be attended in person or via the Court's Virtual Hearing Room. Objections to the adequacy of the Disclosures or confirmation of the Plan must filed and served on or before October 13, 2023 at 4:00 p.m. (Eastern Time). Any party supporting the Combined Disclosure Statement and Plan may file a statement in support or a reply to any objection to confirmation of the Plan by October 17, 2023 at 4:00 p.m. (Eastern Time). The deadline for filing and serving objections to claims solely for the purposes of voting on the Combined Disclosure Statement and Plan will be October 6, 2023 at 4:00 p.m. (Eastern Time). The deadline for filing and serving motions pursuant to Bankruptcy Rule 3018(a) seeking temporary allowance of claims for the purpose of accepting or rejecting the Combined Disclosure Statement and Plan will be October 13, 2023 at 4:00 p.m. (Eastern Time). To be counted, Ballots for accepting or rejecting the Plan must be received by the Voting Agent by 4:00 p.m. (Eastern Time) on October 13, 2023. The Voting Agent shall file its voting certification on or before October 17, 2023 at 4:00 p.m. (Eastern Time). The Debtor must file any supplements to the Combined Disclosure Statement and Plan on or before October 6, 2023 and must post any such Plan Supplement(s) on the Debtor's case website. Counsel for the Debtor: Daniel M. Simon, Esq. MCDERMOTT WILL & EMERY LLP 1180 Peachtree Street NE, Suite 3350 Atlanta, GA 30309 Telephone: (404) 260-8535 Facsimile: (404) 393-5260 E-mail: dsimon@mwe.com - and - Emily C. Keil, Esq. MCDERMOTT WILL & EMERY LLP 444 West Lake Street, Suite 4000 Chicago, IL 60606 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 E-mail: ekeil@mwe.com About Envistacom A group of creditors including MAG DS Corp., Amentum Services Inc., SteelGate LLC, Momentum Decisive Solutions USA Inc., and L3 Technologies, Inc. filed a Chapter 7 petition against Envistacom, LLC on March 21, 2023. The petitioning creditors are represented by Matthew Levin, Esq. On May 10, 2023, the Chapter 7 case was converted to one under Chapter 11 (Bankr. N.D. Ga. Case No. 23-52696). Judge Jeffery W. Cavender oversees the case. McDermott Will & Emery, LLP serves as the Debtor's legal counsel. The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee tapped Scroggins & Williamson, P.C. as legal counsel and Katie S. Goodman, managing partner at GGG Partners, LLC, as chief liquidation officer. ESJ TOWERS: Seeks 45-Day Extension to File Chapter 11 Plan ---------------------------------------------------------- ESJ Towers, Inc., filed a motion to extend its Sept. 13, 2023 deadline to filed its Amended Plan of Reorganization and Disclosure Statement by 45 days. The Debtor is in the process of drafting and filing a motion for the entry of a sale order for substantially all of its assets, to be shared with its principal secured creditor, Oriental Bank, for the purpose of exploring for its filing to be of a consensual nature, which motion not only will alter the course of the captioned case but will require a different Plan and Disclosure Statement from those previously in process. Counsel for the Debtor: Charles A. Cuprill-Hernandez, Esq. CHARLES A. CUPRILL, P.S.C. LAW OFFICES 356 Fortaleza Street, Second Floor San Juan, PR 00901 Tel: (787) 977-0515 Fax: (787) 977-0518 E-mail: ccuprill@cuprill.com About ESJ Towers ESJ Towers, Inc. owns the ESJ Towers in Carolina, P.R. The luxury apartments and condo units at ESJ Towers have direct access to Isla Verde Beach, widely considered one of the best in Puerto Rico. ESJ sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 22-01676) on June 10, 2022, with as much as 50 million in both assets and liabilities. ESJ President Keith St. Clair signed the petition. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor tapped Charles A. Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices as bankruptcy counsel; Ramon Luis Nieves, Esq., at RL Legal Consulting Services, LLC and Luis Daniel Muniz, Esq., as special counsels; Dage Consulting CPAS, PSC as financial advisor; CPA Luis R. Carrasquillo & Co., P.S.C. as financial consultant; and De Angel & Compania, PA, LLC as auditor. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Sept. 12, 2022. MRO Attorneys at Law, LLC and Dage Consulting CPAS, PSC serve as the committee's legal counsel and financial advisor, respectively. EVANGELICAL RETIREMENT: Hires Avison Young as Real Estate Broker ---------------------------------------------------------------- Evangelical Retirement Homes of Greater Chicago, Incorporated received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Avison Young -- Chicago, LLC as its real estate advisor and broker. The firm will render these services: a. market and advertise the property located at PIN #02-08-401-018 in the County of Kane in the state of Illinois; b. accept delivery of and present to the Debtor all offers and counter-offers to sell or lease the property; c. assist the Debtor in developing, communicating, negotiating, and presenting offers and counter-offers until an appropriate agreement is fully executed and any contingencies are satisfied or waived; and d. answer the Debtor's questions related to the offers, counter-offers, notices, and contingencies. Avison will receive a commission equal to 6 percent of the gross sale price for the property. Avison is a "disinterested person" within the meaning of Bankruptcy Code section 101(14), as disclosed in the court filings. The firm can be reached through: Damla Gerhart Avison Young 1 S Wacker Drive Chicago, IL 60606 Phone: (312) 957-7600 Email damla.gerhart@avisonyoung.com About Evangelical Retirement Homes of Greater Chicago Evangelical Retirement Homes of Greater Chicago, Incorporated sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-07541) on June 9, 2023. In the petition signed by its chief executive officer, Michael Flynn, the Debtor disclosed $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Timothy A. Barnes oversees the case. The Debtor tapped Bruce C. Dopke, Esq., at Dopkelaw, LLC and Polsinelli, PC as legal counsels, and WYSE Advisors, LLC as financial advisor. The U.S. Trustee for Region 11 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. The committee is represented by Crane, Simon, Clar & Goodman. EYECARE PARTNERS: $250MM Bank Debt Trades at 23% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 76.9 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $250 million facility is a Term loan that is scheduled to mature on November 15, 2028. About $248.1 million of the loan is withdrawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FGV FRESNO: UST Agrees to Defer Disclosures Hearing to Nov. 15 -------------------------------------------------------------- FGV Fresno LP, a California limited partnership, and the Office of the United States Trustee reached a stipulation, agreeing that * The hearings on the Debtor's Disclosure Statement and Status Conference will be held on November 15, 2023, at 1:30 p.m. and the current hearings presently set for September 27, 2023, at 10:30 a.m. will be vacated. * Any amended Disclosure Statement of the Debtor shall be filed on or before October 15, 2023. * Any opposition to Debtor's Disclosure Statement or amended Disclosure Statement must be filed on or before November 1, 2023. Attorneys for FGV Fresno LP, a California limited partnership: Robert P. Goe, Esq. Reem J. Bello, Esq. GOE FORSYTHE & HODGES LLP 17701 Cowan, Suite 210 Irvine, CA 92614 Telephone: (949) 798-2460 Facsimile: (949) 955-9437 E-mail: rgoe@goeforlaw.com rbello@goeforlaw.com About FGV Fresno FGV Fresno LP, a limited partnership in Irvine, Calif., is primarily engaged in renting and leasing real estate properties. FGV Fresno filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-10170) on Jan. 31, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Scott C. Clarkson oversees the case. The Debtor tapped Robert P Goe, Esq., at Goe Forsythe & Hodges, LLP as legal counsel. FIRE & FLOWER: Completes Sales Process to Fika Cannabis ------------------------------------------------------- Fire & Flower Holdings Corp. disclosed, that, in connection with its creditor protection proceedings under the Companies' Creditors Arrangement Act (the "CCAA") and its previously announced sale and investment solicitation process, the Company completed the transaction (the "Transaction") contemplated by that certain subscription agreement dated August 17, 2023 (the "Subscription Agreement") with 2759054 Ontario Inc., operating as FIKA Cannabis ("FIKA"). On August 29, 2023, the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an approval and reverse vesting order under the CCAA (the "Order") pursuant to which the Court approved the Subscription Agreement and Transaction, including, among other items, the sale and issuance by the Company of 1,000,000,000 Class "A" common shares (the "Purchased Shares") to FIKA for an aggregate purchase price of $36,000,000 and the termination and cancellation of all capital shares, capital stock, partnership, membership, joint venture or other ownership or equity interest, participation or securities of the Company other than the Purchased Shares. A copy of the Order is available at http://cfcanada.fticonsulting.com/fireandflower. In accordance with the Subscription Agreement and the Order, as of the date hereof all of the previously issued and outstanding securities of the Company (other than the Purchased Shares) have been cancelled without consideration and FIKA is now the sole securityholder of Fire & Flower by way of the issuance of the Purchased Shares. An application has been made to the Ontario Securities Commission (the "OSC") seeking orders (collectively, the "Orders") for the revocation of the failure-to-file cease trade order issued by the OSC on August 28, 2023, as a result of the Company's failure to file certain continuous disclosure documents, and to cease to be a reporting issuer in each of Ontario, British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick, Prince Edward Island, Newfoundland and Labrador, Northwest Territories, Yukon and Nunavut. About FIKA Cannabis FIKA -- http://fikasupply.com/-- is the lifestyle brand redefining cannabis retail. FIKA currently operates twenty-two licenced cannabis stores across Ontario, including flagship locations in Toronto's Union Station and Distillery District. Providing exceptional service in a welcoming and intuitive store environment, FIKA is the destination for the modern cannabis consumer. Fire & Flower is a technology-powered, adult-use cannabis retailer. The Company leverages its wholly-owned technology development subsidiary, Hifyre, to continually advance its proprietary retail operations model while also providing additional independent revenue streams. Fire & Flower guides consumers through the complex world of cannabis through education-focused, best-in-class retailing while the Hifyre digital retail and analytics platform empowers retailers to optimize their connections with consumers. The Company's leadership team combines extensive experience in the technology, logistics, cannabis and retail industries. Fire & Flower is a multi-banner cannabis retail operator that owns and operates the Fire & Flower, Friendly Stranger and Firebird Delivery brands. Fire & Flower Holdings Corp. owns all issued and outstanding shares in Fire & Flower Inc. and Friendly Stranger Holdings Corp., licensed cannabis retailers that own and operate cannabis retail stores in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and the Yukon territory. Fire & Flower also has strategic licensing agreements for its brand and Hifyre digital platform in Canada and certain U.S. States. FLAME NEWCO: Moody's Assigns B3 CFR Following Bankruptcy Emergence ------------------------------------------------------------------ Moody's Investors Service has assigned a B3 corporate family rating and a B3-PD probability of default rating to Flame NewCo, LLC ("Flame" or the company) following its emergence from Chapter 11. At the same time, Moody's assigned B3 ratings to the company's new $105.9 million senior secured exit term loan, which consists of converted New Money DIP term loan and the new Exit Financing term loan tranches, including exit and other fees and obligations, as defined in the DIP Credit Agreement. Term loan matures in 2028. The outlook is stable. Proceeds from the new exit term loans along with the cash on hand and other incremental sources, funded the company's emergence from bankruptcy and the post-emergence cash to the balance sheet. RATINGS RATIONALE The rating action reflects the completion of the restructuring of the company's debt obligations following the emergence from the Chapter 11 bankruptcy proceedings on June 30, 2023, which resulted in approximately 75% reduction in debt, an improvement in the company's liquidity position, restructuring of unfavorable customer contracts and Moody's expectations that credit metrics will remain commensurate with a B3 rating or better. Governance considerations, specifically financial strategy & risk management, is also a key driver of the rating action. Flame's (fka Phoenix Services International LLC) B3 CFR is supported by its solid market position, moderate post-emergence leverage, improved profitability following the renegotiation of the majority of the customer contracts and the downside protection afforded by the newly established fixed fees, price escalators and the pass-through of certain costs. The company's rating is constrained by its predominant exposure to the highly cyclical steel sector, material reliance on certain customers given the recent consolidation in the domestic steel industry and historically inconsistent free cash flow generation due to capital spending at new mill sites in advance of cash flow generation from those sites. The rating also reflects uncertainties related to the softening macroeconomic backdrop and the company's operating and financial performance post restructuring, including but not limited to the lack of the track record of the new management team notwithstanding the successful emergence from bankruptcy, significant capex requirements after several years of underinvestment and risks related to the potential non-renewal of some contracts that expire in the next few years. Positively, Moody's acknowledges that the new management team successfully navigated the company through the bankruptcy process into a much stronger financial position and developed a plan to grow the business. Moody's estimates the post-emergence adjusted debt of about $160 million including capital lease obligations. Assuming the annual sustainable EBITDA of $50-60 million in 2023-2024, the estimated Moody's-adjusted leverage of 2.7-3.2x is modest for the B3 rating. That said, the projected post-emergence EBIT margins and interest coverage ratios are low for the rating. Moody's expects the company to be free cash flow negative in 2023 but generate cash in 2024. Flame NewCo, LLC has been assigned a Credit Impact Score of CIS-4 which indicates the rating is lower than it would have been if ESG risk exposures did not exist. The company has a Governance Issuer Profile Score of G-4 given the recent emergence from the bankruptcy and the lack of a track record under the new management team. The company also has high board structure and policies risks given the concentrated private ownership, notwithstanding that the majority of the company's directors are independent. The company has an Environmental Issuer Profile Score of E-3, which reflects its exposure to physical climate, carbon transition, and waste and pollution risks, given the company's reliance on the steel sector and particularly, integrated steel producers. Flame has a Social Issuer Profile Score of S-3 which, mainly, reflects its exposure to health & safety and human capital risks. Flame has adequate liquidity to support operations in the near-term. Following the bankruptcy exit, the company had about $55 million of cash and cash equivalents and expected to be free cash flow positive in the next 12-18 months. The company does not have any external sources of liquidity at the present. The credit agreement contains a single financial covenant of a minimum liquidity of $10 million. As proposed, the new credit facility provides covenant flexibility that if utilized could negatively impact creditors. Notable terms include the following: Unlimited incremental debt capacity up to $25 million, plus unlimited amounts subject to 3x net first lien net leverage ratio, for pari passu first lien secured debt. No portion of the incremental debt may be incurred with an earlier maturity than the initial term loans. The credit agreement does not permit the designation of unrestricted subsidiaries, preventing collateral "leakage" to unrestricted subsidiaries. The credit agreement prohibits any investment, restricted payment, disposition, assignment or transfer of any material intellectual property to (or ownership by) a non-loan party, other than non-exclusive licenses for bona fide operating business purposes. 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 which only permit such guarantee releases upon the disposition of their equity interests to (i) a non-affiliate; or (ii) an affiliate, for a bona fide business purpose. The credit agreement provides some limitations on up-tiering transactions, including the prohibition against amendments which would subordinate the debt or the liens (other than to permitted debt, DIP facilities, or other exchange debt so long as it is offered ratably to all lenders then holding the term loans). The B3 rating of the first lien senior secured exit term loan, in line with the CFR, reflects its preponderance in the company's new capital structure. The term loan will have a first priority security interest in substantially all the assets of the borrower and the guarantors, including 100% of the equity of the debtors' foreign subsidiaries, subject to customary carve-outs. RATING OUTLOOK The stable outlook reflects Moody's expectations that the company will stabilize its operating performance post emergence from bankruptcy, generate positive free cash flow and will maintain leverage commensurate with the rating. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings upgrade is unlikely in the near-term given the recent emergence from the bankruptcy. However, the ratings would be considered for an upgrade if the company is able to demonstrate a stability in the operating performance, improve its profitability and coverage metrics, consistently generate positive free cash flow, improve it liquidity position and maintain the current leverage profile. Quantitatively, this would include improving and sustaining an EBIT margin at above 4%, an EBIT/Interest Expense ratio over 2x and a leverage ratio (Debt/EBITDA) below 4.5x and cash flow from operations minus dividends above 10% of outstanding debt. The ratings would be considered for a downgrade if the company experiences a material deterioration in the operating performance or if liquidity declines below $20 million, if the company's pursues a material debt-financed acquisition or shareholder distributions. Quantitatively, the ratings could be downgrades if the leverage ratio increases and is sustained above 5.5x or cash flow from operations minus dividends falls below 5% of outstanding debt. Headquartered in Radnor, Pennsylvania, Flame NewCo, LLC provides on-site steel mill services such as the removal, handling, and processing of slag, metal recovery, scrap preparation, material handling, aggregate sales and other ancillary services and generated about $300 million in revenues for the LTM period ended June 30, 2023. The company is privately owned by a group of new money exit, roll-up DIP and pre-petition lenders following the emergence from bankruptcy. The principal methodology used in these ratings was Steel published in November 2021. FTX GROUP: Jaquars QB Lawrence Settles Endorsement Suit ------------------------------------------------------- Jef Feeley of Bloomberg News reports that three high-profile endorsers of the failed FTX cryptocurrency exchange -- including NFL quarterback Trevor Lawrence -- agreed to settle claims they helped dupe investors who lost billions in the meltdown of Sam Bankman-Fried's digital-asset empire. The proposed agreements with Lawrence, a star for the Jacksonville Jaguars, and YouTube influencers Kevin Paffrath and Tom Nash were cited in a Friday court filing. The settlement terms weren’t disclosed. Lawyers say the accords are the first to be reached after more than a dozen celebrities, sports figures and investment fund firms were accused of enabling Bankman-Fried to pull off what prosecutors have called one of the largest frauds in US history. Bankman-Fried is scheduled to go on trial next month in Manhattan on criminal charges and has pleaded not guilty. Other celebrities who endorsed FTX, including Tom Brady, Gisele Bundchen, Steph Curry, Shaquille O'Neal and Larry David, have also been sued. The class-action suits are before a federal judge in Miami, along with complaints against venture capital and private equity firms including Sequoia Capital and Thoma Bravo that invested in FTX. Court records show that when FTX was flush, Bankman-Fried spent heavily on endorsements to elevate the profile of his empire using the fame of celebrity athletes, Major League Baseball, National Basketball Association teams and Formula 1 racing. The entrepreneur bought the naming rights to the Miami Heat's arena and ran a commercial during the 2022 Super Bowl starring David, the comedian who starred in HBO'’s Curb Your Enthusiasm. Lawyers leading the $1 billion case against the endorsers said in Friday's, September 15, 2023, filing they're "engaged in ongoing confidential, settlement discussions" with other defendants and there is a "likelihood that other FTX settlements will be reached." Investors' lawyers also said in the filing they want to work with attorneys overseeing FTX's bankruptcy case to coordinate mediations aimed at settling claims. A trustee gathering FTX assets is studying whether he can claw back millions in payments to professional athlete promoters. Lawyers for the celebrities have argued the investors have no valid claims against them because the advertisements and sponsorships they were involved with didn't encourage anyone to actually deposit money in FTX accounts -- and because the endorsers had no role at all in alleged losses tied to "FTX's misappropriation and mismanagement." Attorneys for Lawrence, Paffrath and Nash didn't immediately respond after regular business hours to emails seeking comment. Lawrence, who played for the Clemson Tigers in college and was selected first overall in the 2021 National Football League draft, signed on as an FTX endorser that same year. The exchange said it was the first such deal in which "a significant signing bonus has been paid entirely in cryptocurrency." An FTX affiliate said in a bankruptcy filing that Lawrence received a $500,000 payment in September 2022. "Trevor Lawrence is the future of professional football and cryptocurrency is the future of money, so the partnership was a no-brainer," Bankman-Fried said in 2021. As a brand ambassador, Lawrence featured in a promotion for FTX's Blockfolio investment app. Paffrath, a California-based real estate broker and entrepreneur known as a "landlord influencer," touted FTX on his YouTube channel "Meet Kevin," which has more than 1.8 million subscribers, and was paid $2,500 every time he mentioned the platform, according to the investors' suit. The Crypto Fraud Case Against Bankman-Fried and FTX: QuickTake The investors alleged that the FTX endorsements by Paffrath and Nash, an Australia-based influencer with more than 283,000 subscribers to his YouTube page, are "even more dangerous" than network television ads because they can have "outsized influence on their audience." FTX imploded in November 2022 after investigations found Bankman-Fried used more than $8 billion in customer deposits as trading capital for his Alameda Research hedge fund. That entity lost billions through risky trades and questionable real estate purchases. After the collapse, Paffrath and Nash scrubbed their YouTube channels of clips endorsing FTX and substituted video apologies, according to the suit. The celebrity suits are consolidated in FTX Cryptocurrency Exchange Collapse Litigation, 23-md-03076, US District Court, Southern District of Florida (Miami). About FTX Group FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10, 2022, showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The Official Committee of Unsecured Creditors tapped Paul Hastings as counsel, FTI Consulting, Inc., as financial advisor, and Jefferies LLC as the investment banker. Young Conaway Stargatt & Taylor LLP is the Committee's Delaware and conflicts counsel. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GAINWELL HOLDING: Moody's Alters Outlook on 'B3' CFR to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Gainwell Holding Corp.'s ("Gainwell", "the company") B3 corporate family rating and B3-PD probability of default rating. Moody's also affirmed Gainwell Acquisition Corp.'s backed senior secured first-lien credit facilities at B2. The outlook for Gainwell Holding Corp. was changed to negative from stable and Gainwell Acquisition Corp. was assigned a negative outlook. The affirmation of the ratings and the outlook change to negative reflect the increased uncertainty around Gainwell's ability to generate free cash flow in 2024. Profitability remains constrained by high interest rates and larger than anticipated operational costs. The company expects to boost profit margins through an ambitious turnaround plan, including standardization across state programs, enhanced automation, workforce redesign and other cost cutting efforts. The company expects to complete these initiatives by fiscal year 2025, but Moody's believes the timeline and net benefit of these initiatives remains uncertain, which could result in ongoing cash flow deficits and further weakening of already strained liquidity dependent upon the $400 million revolver expiring in 2025. The unwinding of the Medicaid Continuous Enrollment Provision legislation, which was temporarily put in place in response to the covid pandemic and ended in March 2023, could also reduce Medicaid enrollment levels and pressure revenue growth. RATINGS RATIONALE Gainwell's B3 CFR rating is supported by the company's large scale, healthy profitability, and strong position in the Medicaid Enterprise Systems ("MES") sector, which is characterized by long-term outsourcing contracts that provide revenue stability. However, a large proportion of Gainwell's revenue relies on federal regulation and funding, which creates concentration risk and could result in pricing pressure or unexpected declines in transactional volumes. Moody's perceives the MES services segment as a mature market with moderate growth potential. Nevertheless, the Coordination of Benefits ("COB") and Payment Integrity ("PI") segments, coupled with new product introductions from Eligibility and Enrollment ("E&E"), analytics, and other related revenue streams, will stimulate faster growth, despite facing a more competitive environment than the core MES segment. The rating remains constrained by steep interest rates in a highly levered capital structure, which, combined with lower than anticipated profitability, has resulted in negative cash flow. FCF/debt was -1.5% as of fiscal year 2023 (ended March 31). Debt/EBITDA leverage remains very high, above 8x as of fiscal 2023 (Moody's adjusted net of capitalized software costs, adding back transaction and restructuring expenses, and after giving partial credit to sizable non-recurring adjustments and pro forma margin expansion initiatives). Moody's expects free cash flow and financial leverage to improve over time, but credit enhancement will rely on an ambitious cost cutting plan that could yield lower than anticipated benefits and may not be able to offset Gainwell's interest expense burden. Moody's expectations for ongoing negative cash flow and diminishing cash balances pressure the rating. The negative outlook reflects the uncertain timeline towards break-even free cash flow. High interest costs will continue to offset profitability gains and could result in a downgrade of the ratings if cash flow generation does not improve. Moody's anticipates revenue growth rates in the low to mid-single digits and negative, but improving, free cash flow over the next 12-18 months. The unwinding of the Medicaid Continuous Enrollment Provision legislation in March 2023 increases the risk that Medicaid enrollment levels could quickly decline in fiscal 2024, leading to lower than expected top-line growth and further complicating the path towards positive free cash flow generation. The outlook could be stabilized if profitability and cash flow improve, reducing the uncertainty around Gainwell's ability to offset its hefty interest expense burden with higher margins and Moody's anticipates reported debt-to-EBITDA will trend below 7.0x with an adequate liquidity profile. Moody's considers Gainwell's liquidity to be adequate, with a cash balance of $86 million as of March 2023 and the expectation for negative FCF/debt, around -1%, in fiscal 2024. An undrawn $400 million revolving credit facility with $378 million of available capacity also provides liquidity support. Gainwell can also manage the timing of new product investments and upfront implementation costs to preserve liquidity. The approaching maturity date of the $400 million revolving credit facility, which expires 1 October 2025, will pressure the liquidity profile and the rating if it is not extended before the facility becomes current. The single financial covenant, for the benefit of revolving lenders only, provides ample cushion at a maximum 8.2x net first-lien leverage. The test is only applicable when over 35% of the revolving credit facility is drawn. Moody's does not anticipate that the revolver will be drawn to the point ($140 million) over the next 12 months at which the covenant becomes applicable. The individual debt instrument ratings issued by Gainwell Acquisition Corp., guaranteed by Gainwell Holding Corp., are based on the company's probability of default, as reflected in the B3-PD, and the Loss Given Default expectations of the individual debt instruments. The B2 rating on the senior secured first-lien facilities, including the $400 million revolver expiring 2025 and $4.1 billion term loan due 2027, reflect their senior position in the capital structure and loss absorption support provided by the unrated $1.5 billion senior secured second-lien facility due 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely over the next 12 months given the negative outlook. Over time, the ratings could be upgraded if: i) Gainwell demonstrates stable growth while improving reported margins and cash flow generation capacity over time; ii) the company continues to diversify its revenue base beyond core MES projects and sustains revenue growth rates above low single-digits; iii) Moody's expects debt/EBITDA to remain below 6.0x and free-cash-flow-to-debt around 5% or higher; and iv) the company maintains good liquidity and exhibits more conservative financial policies. The ratings could be downgraded if: i) revenue or profitability are lower than anticipated, leading to Moody's expectation that FCF/debt will remain negative and debt/EBITDA will be sustained above 7.5x; ii) financial policies become more aggressive; iii) contract renewal rates deteriorate, or the company experiences pricing pressure, indicating a diminished competitive position; iv) liquidity deteriorates; or v) adverse regulatory changes diminish transactional volumes or challenge the business model. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Gainwell Holding Corp. provides software and managed services to health and human services agencies and managed care organizations in the US. The company generates the majority of its revenue from long-term contracts with Medicaid agencies that outsource the operation and management of their Medicaid Management Information System to the company. Gainwell is the primary MES provider to 31 US states and territories. In addition to core MES, Gainwell also provides COB, PI, E&E and other adjacent services. The company generated $2.4 billion of revenue as of the 12-month period ending March 2023. Gainwell is owned and controlled by private equity firm Veritas Capital since October 2020. GARCIA GRAIN: Gets OK to Sell Willacy Property for $157,500 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the sale of Garcia Grain Trading Corp.'s real property in Willacy County, Texas. The company is selling its 22.5-acre property to Equity Trust Company Custodian, FBO Lara Busse IRA for $157,500. The property will be sold "free and clear" of liens and encumbrances, with the net proceeds to be distributed to the company upon the closing of the sale. Garcia Grain initially proposed to sell 25 acres of its property to Ryan Busse for $175,000. On Sept. 19, the company filed an amended motion with the court after executing an amendment to the sale contract, which changed the name of the buyer. The amendment also reduced the acreage from 25 to 22.5 due to the discovery of two easements that were reserved by the prior owner, each of which was 1.25 acres, thereby reducing the total acreage by 2.50 acres. This reduction in acreage resulted in a reduced sales price of $157,500. About Garcia Grain Trading Corp. Garcia Grain Trading Corp.'s line of business includes buying and marketing grain, dry beans, soybeans, and inedible beans. The company is based in Donna, Texas. Garcia Grain Trading filed Chapter 11 petition (Bankr. S.D. Texas Case No. 23-70028) on Feb. 17, 2023, with $10 million to $50 million in both assets and liabilities. Octavio Garcia, chief executive officer and president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, LLP represents the Debtor as legal counsel. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Jordan & Ortiz, P.C. serves as the committee's legal counsel. GARCIA GRAIN: Unsecureds Owed $62K to Get 40 Cents on Dollar ------------------------------------------------------------ Garcia Grain Trading Corporation filed with the U.S. Bankruptcy Court for the Southern District of Texas an Original Plan of Reorganization and accompanying Disclosure Statement dated September 18, 2023. The Debtor was incorporated on June 22, 1998, by Octavio Garcia, Rodolfo Plascencia, Sr. and Baldemar Salinas Cantu for the purpose of operating licensed grain storage facilities in the Rio Grande Valley and Coastal Bend regions of the State of Texas. The Debtor originally owned and operated grain storage facilities located at Progreso, Texas, and then it acquired additional grain facilities in Donna, Edcouch, Alamo, and Santa Rosa, Texas. The Plan provides for all Administrative Claims to be paid in full upon approval by the Bankruptcy Court of applications for their allowance or the Effective Date which is estimated to be before December 31, 2023. Certain tracts of real property held in the name of PSG Products, LLC, Garcia Balli, Ltd., and Val Verde Grain Holdings, LLC, as well as in the name of Octavio Garcia, will be marketed and liquidated by Octavio Garcia so that the net proceeds from the sales of these assets which shall not be less than $3,500,000 shall be paid over to the CRO and used to pay creditors of the Debtor's bankruptcy estate as is provided in this Plan. All funds paid into the bankruptcy estate or constituting property of the estate, including any funds from the business interruption claim connected with the damage to the Progreso facility, and any funds recovered by the Debtor in any pending or contemplated litigation brought by the Debtor under the provisions of the Bankruptcy Code. Class 7 consists of the Unsecured Bean Claims of American Bean, LLC in the amount of $184,000.00; and the claim of Stony Ridge Food, Inc. in the net amount of $1,320,489.00 after deduction of $237,077.50 (for two PACA Claims paid) from the original POC #31 amount of $1,557,566.50. * American Bean, LLC has filed an unsecured claim in the amount of $184,000. In return, the Estate has a preference claim against American Bean, LLC in the amount of $603,908.00. The preference claims will be settled or prosecuted by the Plan Agent. * Stony Ridge Food, Inc. has an unsecured claim in the net amount of $1,320,489.00 after deduction of $237,077.50 (for two PACA Claims paid) from the original POC #31 amount of $1,557,566.50. In return, the Estate has a preference claim against Stony Ridge in the amount of $733,281.27. The preference claims will be settled or prosecuted by the Plan Agent. Class 8 consists of the claims of farmers or other grain claimants ("Grain Claimants") who have sold grains to the Debtor. The Debtor's calculations based on the information provided in its Statement of Financial Affairs (SOFA), indicates that these Farmers have received a total of $2,964,506.71 of payments that constitute preference claims of the Estate. The Unsecured Farmers' and Grain Claims will be resolved according to each claimant's choice to opt in or opt out of the treatment of General Unsecured Claims under the Plan, i.e., either be paid solely by the bond receipts or to participate and receive their pro-rata share of the percentages paid to General Unsecured Creditors on a pro-rata basis from the receipt of net proceeds from the sales of real estate or the net profits from the operations of the Debtor in exchange for release of all preference claims and obligations arising under this Bankruptcy Proceeding. Class 9 consists of the Administrative Convenience Class. These claimants will be given two options: either (1) to receive 40% of their claims on the effective date or (2) to participate in the sharing of net profits of operation of GrainChain and Elkins according to the scheme outlined. The Debtor offers to pay 40 cents on the dollar for each of the claimants making up the Administrative Convenience Claims disregarding any of its preference claims against any. This way, the amount paid for Administrative Convenience Claims will amount to $24,997.38 [which is calculated as $62,493.45 (x0.40)]. The amount of claim in this Class total $62,493. Class 10 consists of General Unsecured Trade Claims. The amount of claim in this Class total $1,914,699. Class 11 consists of the Unsecured Claims of Harco National Insurance Company who has a claim in the amount of $2,402,704 for surety bonds, general indemnity agreement, and of GrainChain, Inc. who has a claim in the amount of $7,841,055. GrainChain, Harco and General Unsecured Claims each will receive under the Plan according to the following percentages mutually agreed between all parties described: GrainChain 45% of the net proceeds from sale proceeds of encumbered real estate and net profits; Unsecured Claims 40% of the net proceeds from the sale of encumbered real estate and 55% of the net profits for 3 years and 40% beginning on the fourth year; Harco 15% of net proceeds of encumbered real estate, and 15% of the net profits staring in the fourth year. The Plan Trust, duly organized under the laws of the State of Texas, is created for the purpose of carrying out the implementation of the Plan and administration of claims as provided herein and making the Payments or Distributions to (i) certain holders of Allowed Unsecured Clams and (ii)settling parties who are entitled to the payment of consideration pursuant to a compromise and settlement of claims described in the Plan. The Debtor believes that the Plan as proposed is feasible based on the financial projections for the next five years as reflected in the cash flow statements. The cash flow projections reflect that the Plan Agent will be able to make the payments contemplated under the provisions of the Plan. The Plan Contribution necessary to fund distributions under the Plan on the Effective Date as provided herein shall be not less than $6,500,000. A full-text copy of the Original Plan and Disclosure Statement dated September 18, 2023 is available at https://urlcurt.com/u?l=vAKfg9 from PacerMonitor.com at no charge. Attorneys for Debtor: David R. Langston, Esq. Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, TX 79408-2585 Telephone: (806) 765-7491 Facsimile: (806) 765-0553 Email: drl@mhba.com About Garcia Grain Trading Corp. Based in Donna, Texas, Garcia Grain Trading Corp.'s line of business includes buying and marketing grain, dry beans, soybeans, and inedible beans. Garcia Grain Trading sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-70028) on Feb. 17, 2023, with $10 million to $50 million in both assets and liabilities. Octavio Garcia, chief executive officer and president, signed the petition. Judge Eduardo V. Rodriguez oversees the case. David R. Langston, Esq., at Mullin Hoard & Brown, LLP, is the Debtor's legal counsel. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Jordan & Ortiz, P.C. serves as the committee's legal counsel. GAUCHO GROUP: Raises $405K Through Units Private Placement ---------------------------------------------------------- Gaucho Group Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company raised a total of $405,000 through the private placement of units at $0.45 per unit, each unit equal to one share of common stock and 1/5 of a warrant, not including warrant exercise. A total of 900,000 shares of common stock and warrants to purchase 180,000 shares of common stock were issued. Each whole warrant is exercisable at $0.45 for two years from the date of issuance. The Company previously reported the Offering pursuant to Rule 135c of the Securities Act of 1933, as amended in its Current Report on Form 8-K as filed with the SEC on Aug. 11, 2023. For this sale of securities, no general solicitation was used, no commissions were paid, all persons were accredited investors and have a substantial pre-existing relationship with the Company, and the Company relied on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. The Company will file a Form D with the SEC within 15 days of issuance of the Units. About Gaucho Group Headquartered in New York, NY, Gaucho Group Holdings, Inc. -- http://www.algodongroup.com-- was incorporated on April 5, 1999. Effective Oct. 1, 2018, the Company changed its name from Algodon Wines & Luxury Development, Inc. to Algodon Group, Inc., and effective March 11, 2019, the Company changed its name from Algodon Group, Inc. to Gaucho Group Holdings, Inc. Through its wholly owned subsidiaries, GGH invests in, develops and operates real estate projects in Argentina. GGH operates a hotel, golf and tennis resort, vineyard and producing winery in addition to developing residential lots located near the resort. In 2016, GGH formed a new subsidiary and in 2018, established an e-commerce platform for the manufacture and sale of high-end fashion and accessories. The activities in Argentina are conducted through its operating entities: InvestProperty Group, LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its wines in Europe through its United Kingdom entity, Algodon Europe, LTD. Gaucho Group reported a net loss of $21.83 million for the year ended Dec. 31, 2022, compared to a net loss of $2.39 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $21.01 million in total assets, $8.60 million in total liabilities, and $12.40 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GENESIS CARE: No Decline in Patient Care at EFM, PCO Report Says ---------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her first interim report regarding the quality of patient care provided at Genesis Care Pty Limited and its affiliates' various locations described as the East Florida Market. Prior to and during the PCO's site visits, various locations experienced patient transportation service interruptions that were attributed to the bankruptcy filing. Pre-petition services were reported as coming through two vendors, with one vendor providing services for ambulatory clients and the other providing services for clients needing either stretcher or wheelchair transport. Both services experienced initial post-petition interruptions. At the time of the PCO's initial site visit, the transportation issue was the number one concern expressed by clinic staff. At the time of report filing, the ambulatory transport vendor services were reported as fully resumed, and the challenges associated with stretcher/wheelchair vendor services was described as "sorting out" such that alternative vendor choices or other patient transport arrangements were being put in place. Two of the 10 locations visited during the PCO's initial site visits also experienced temporary utility shut offs. Both incidents were rapidly rectified by operational leadership and patient impact was avoided. The companies' counsel reported active engagement with the third-party vendor responsible for utility management to improve information flow to avoid any further instances. At the time of this report filing, EAST operational leadership denied experiencing any further utility shut offs. The other notable operational challenge during the PCO's initial EAST site visits was HVAC/air conditioning challenges that, in three instances, led to water accumulation in the clinics. Fortunately, the challenges that occurred during the PCO's visits were outside of the clinic treatment areas or were managed in such a way that avoided patient treatment interruption. The PCO did not observe substantive decline in patient care provided to the companies' EAST patients as contemplated under Section 333 of the Bankruptcy Code. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=nbRY1a from Kroll Restructuring Administration, LLC, claims agent. The ombudsman may be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Ph: 520.744.7061 Fax: 520.575.4075 Email: sgoodman@pivothealthaz.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. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GENESIS CARE: No Decline in Patient Care at WFCM, PCO Report Says ----------------------------------------------------------------- Susan Goodman, the court-appointed patient care ombudsman, filed with the U.S. Bankruptcy Court for the Southern District of Texas her first interim report regarding the quality of patient care provided at Genesis Care Pty Limited and its affiliates' various locations described as the West Florida/Central Market. The PCO visited the Pan Handle and West Florida locations during her initial site visit along with the corporate office, the pharmacy, and the lab. At the time of the PCO's site visit, the corporate office and the on-site pharmacy were getting ready to relocate. The pharmacy was moving to a space in the Bonita Springs, Florida radiation oncology center. Since the PCO's visit, the Fluorescence In Situ Hybridization microscope equipment went down. While the lab had additional FISH equipment, it had been out of commission prior to the bankruptcy. To avoid biopsy result delays, the lab engaged a third-party vendor. the PCO will remain engaged with the Lab Manager regarding efforts to bring the equipment back online. In addition to the pharmacy and lab site visits, the PCO visited seven clinic locations, interacting with clinic staff, physicists, dosimetrists, and clinicians. One physicist reported challenges shipping calibration equipment necessary for required quality assurance monitoring. Because this issue was also initially reported in East Florida and resolved, the PCO was able to refer the team member to the individual in charge of the alternate process. Patient impacts were denied. Similarly, facility maintenance challenges were also muted for the WFCM relative to those experienced in East Florida. The PCO incidentally observed a replacement HVAC system installation and an HVAC system repair while visiting WFCM locations. The PCO did not observe substantive decline in patient care provided to the companies' WFCM patients as contemplated under Section 333 of the Bankruptcy Code. A copy of the ombudsman report is available for free at https://urlcurt.com/u?l=a3VnpT from Kroll Restructuring Administration, LLC, claims agent. The ombudsman may be reached at: Susan N. Goodman Pivot Health Law, LLC P.O. Box 69734 Oro Valley, AZ 85737 Ph: 520.744.7061 Fax: 520.575.4075 Email: sgoodman@pivothealthaz.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. Susan N. Goodman is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. GENESIS GLOBAL: Gemini Denounces DCG Bankruptcy Proposal -------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that cryptocurrency exchange Gemini Trust Co. denounced a deal proposed by Digital Currency Group and Genesis Global Holdco LLC as an attempt to trick unsecured creditors into accepting a "facially inadequate and inequitable proposal." The bankrupt crypto lending firm and Gemini collaborated on the Gemini Earn program, which let clients collect interest on digital assets. DCG—Genesis' parent company—should repay the roughly $630 million it borrowed from Genesis, but the proposed agreement falls far short of that, Gemini said. About Genesis Global Genesis Global Holdco, LLC, through its subsidiaries, and Global Trading, Inc., provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Capital, LLC (GGC) and Genesis Asia Pacific PTE. LTD. (GAP) provide lending and borrowing, spot trading, derivatives and custody services for digital assets and fiat currency. Genesis Global Holdco, LLC owns 100% of GGC and GAP. Genesis Global Holdco, LLC, GGC and GAP each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 23-10063) on Jan. 19, 2023. The cases are pending before the Honorable Sean H. Lane. At the time of the filing, Genesis Holdco reported $100 million to $500 million in both assets and liabilities. Genesis Holdco is a sister company of Genesis Global Trading, Inc. ("GGT") and 100% owned by Digital Currency Group, Inc. ("DCG"). GGT, DCG and certain of the Holdco subsidiaries are not included in the Chapter 11 filings. The non-debtor subsidiaries include Genesis UK Holdco Limited, Genesis Global Assets, LLC, Genesis Asia (Hong Kong) Limited, Genesis Bermuda Holdco Limited, Genesis Custody Limited ("GCL"), GGC International Limited ("GGCI"), GGA International Limited, Genesis Global Markets Limited, GSB 2022 II LLC, GSB 2022 III LLC and GSB 2022 I LLC. The Debtors tapped Cleary Gottlieb Steen & Hamilton, LLP as bankruptcy counsel; Morrison Cohen, LLP as special counsel; Alvarez & Marsal Holdings, LLC as financial advisor; and Moelis & Company, LLC as investment banker. Kroll Restructuring Administration, LLC, is the Debtors' claims and noticing agent and administrative advisor. The ad hoc group of creditors is represented by Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP. The ad hoc group of Genesis lenders is represented by Proskauer Rose, LLP. The U.S. Trustee for Region 2 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped White & Case, LLP as bankruptcy counsel; Houlihan Lokey Capital, Inc., as investment banker; Berkeley Research Group, LLC as financial advisor; and Kroll as information agent. GOLYAN ENTERPRISES: Amends Plan to Include Prepetition Litigation ----------------------------------------------------------------- Golyan Enterprises LLC submitted a Second Amended Disclosure Statement describing Amended Plan of Liquidation dated September 18, 2023. The Plan is a liquidating plan as all assets of the Debtor will be liquidated to pay Allowed Claims against the Estate. This will be accomplished by both the sale of various assets, and the litigation and monetization of causes of action. By agreement dated March 31, 2023, Joseph, Daniel, Pranses, NDBE Trust, MARA Trust and SGJ Trust agreed inter alia: (i) to nominate Daniel and Joseph as the sole managers of the Debtor, and all decisions and action of the Debtor require joint approval; (ii) file bankruptcy for the Debtor under Chapter 11 of the Bankruptcy Code; (iii) take certain actions in the bankruptcy Court such as work cooperatively to market and sell the Premises; and (iv) enter into a separate stipulation with regard to the pending claims in the state court, which involve the Debtor. The Personal Injury Action By summons and complaint filed on January 6, 2021, plaintiff/tenant Ziyoda Makhmudova sought to recover sums of money against the Debtor for injuries allegedly suffered at the Premises. The action was filed after the appointment of the Receiver. Based on a review of the docket, the Debtor did not file an answer and by Order dated June 30, 2022, New York State Supreme Court Justice, Carmen R. Velasquez, entered an Order granting the plaintiff's motion for default judgment. Prior to the entry of a judgment on or about February 16, 2023, the Debtor submitted an Order to show cause seeking an order, inter alia: (i) vacating and setting aside the Default; (ii) compelling the plaintiff to accept the answer of the Debtor-defendant. The Court entered the Order to Show Cause on April 5, 2023, directing the parties to appear by submitted papers only. The plaintiff filed her opposition on April 23, 2023, and the Debtor-defendant filed its reply on May 8, 2023. The matter has been stayed since the Petition Date and the plaintiff has not sought stay relief in this bankruptcy case. The plaintiff also failed to file a claim prior to the Bar Date in this case. The State Court Action On June 10, 2022, Joseph, individually and as Trustee of the SGJ Trust and derivatively on behalf of the Debtor and others, commenced an action in the Supreme Court of the State of New York, County of Queens entitled Golyan v. Golyan, et al., Index No. 712287/2022 (the "State Court Action"). Joseph brought the State Court Action seeking to protect and enforce his rights, title and interest, and his rights of possession, use and enjoyment in and to valuable mixed-use and residential real estate (including the Premises). Certain defendants filed an answer and counter claims to the complaint filed in the State Court Action. Prior to the Petition Date, Joseph, Daniel, Pranses, NDBE Trust, MARA Trust and SGJ Trust entered into an agreement which: (i) reserved all rights with respect to the claims; and (ii) agreed that all claims shall be prosecuted in the State Court Action by each respective party alleging such claims therein by their designated counsel. Like in the prior iteration of the Plan, the Debtor anticipates that General Unsecured Claims, when and if to the extent Allowed, shall receive a pro rata distribution of the Net Sale Proceeds from the sale of the Premises after payment of all Allowed Administrative, Priority and Secured Claims to be paid by the Debtor within 60 days after the Effective Date, with interest at the federal judgment rate in effect on the Confirmation Date, if the Claims are paid in full. The Plan shall be funded through a combination of: (i) sale proceeds from the sale of the Premises; (ii) rents and other amounts that may be collected during the Bankruptcy Case, and (iii) proceeds recovered from any causes of action. A full-text copy of the Second Amended Disclosure Statement dated September 18, 2023 is available at https://urlcurt.com/u?l=pp7Bet from PacerMonitor.com at no charge. Counsel to the Debtor: Nico G. Pizzo, Esq. Avrum J. Rosen, Esq. The Law Offices of Avrum J. Rosen, PLLC 38 New Street Huntington, NY 11743 Telephone: (631) 423-8527 Email: npizzo@ajrlawny.com arosen@ajrlawny.com About Golyan Enterprises Golyan Enterprises, LLC owns a residential apartment building located at 99-44 62nd Ave., Rego Park, N.Y. The property is valued at $12 million. Golyan Enterprises filed its voluntary petition for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 23-41647) on May 11, 2023, with $12,000,500 in assets and $10,472,736 in liabilities. Faraidoon Golyan, co-managing member, signed the petition. Judge Nancy Hershey Lord oversees the case. The Law Offices of Avrum J. Rosen, PLLC, serves as the Debtor's bankruptcy counsel. HARTMAN SPE: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Hartman SPE, LLC to use cash collateral on an interim basis in accordance with the budget. 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. The Loan Agreement had an initial maturity of October 9, 2020, with three, optional one-year extension options. On October 9, 2022, Debtor exercised the third and final one-year maturity date extension agreement to extend the Maturity Date to October 9, 2023. As adequate protection, the Lender will receive a replacement lien in the Prepetition Collateral and in the post-petition property of the Debtor. The Adequate Protection Liens will (i) be supplemental to and in addition to the Prepetition Liens, (ii) subject to the Carve-Out, attach with the same priority as enjoyed by the Prepetition Liens immediately prior to the Petition Date, (iii) be deemed to be legal, valid, binding, enforceable, perfected liens, not subject to subordination or avoidance, for all purposes in the Chapter 11 Case, (iv) subject to the Carve-Out, not be subordinated or be made pari passu with any other lien under 11 U.S.C. sections 363 and 364 or otherwise and (v) be deemed to be perfected automatically upon the entry of the Interim Order, without the necessity of filing of any UCC-1 financing statement, state or federal notice, mortgage or other similar instrument or document in any state or public record or office and without the necessity of taking possession or control of any collateral. Upon entry of the Interim Order, the Lender, subject to the Carve-Out, will be deemed to have an allowed superpriority adequate protection claim under 11 U.S.C. Section 507(b) to the extent the Adequate Protection Liens are shown to be inadequate to protect the Lender against the diminution in value of the Prepetition Collateral. A final hearing on the matter is set for October 16, 2023 at 2 p.m. A copy of the motion is available at https://urlcurt.com/u?l=lKDwkk 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. HOME HEALTHCARE: Unsecureds to be Paid in Full in 5 Years --------------------------------------------------------- Home Healthcare Renewal Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a Second Amended Plan of Reorganization dated September 18, 2023. The history of the Debtor and Absolute, as relevant here, commences when it was purchased by Stori Worth and her husband, Carl, on or about January 18, 2019. Worth was a trained nurse, and Carl a businessperson. The Debtor's bankruptcy was filed in tandem with a related case, Absolute Home Health, LLC (Absolute's case number 23-03559 in the United States Bankruptcy Court for the Northern District of Illinois) because the Debtor, due to a legacy cash management system, received income for Absolute, which conducted home healthcare services, issued invoices, maintained regulatory compliance, and so forth. The 2020 COVID-19 pandemic, along the way, sharply reduced the market for home healthcare services being rendered by the Debtor and Absolute. It has only been the protection of the automatic stay and the rigor imposed upon them by the bankruptcy process that has enabled the Debtor and Absolute to turn things around. The Debtor and Absolute are improving their procedures and policies, collecting revenue at a rate higher than ever, paying staff and quarterly withholdings on a timely basis, and will be able to pay 100% of their claims owed. The value of the Debtor is generated by the continued operations of the Debtor and Absolute. As a result, creditors will derive the most benefit from allowing the Debtor to restructure and generate income to satisfy the payments under the Plan. The Debtor's Plan divides claims into three classes. The first class provides for payment to the secured claim of BYZFUNDER NY, LLC, the "purchaser" under a revenue purchase agreement which provided for the Debtor to sell to it, at a discount, income from its future revenue streams. The second class is the priority claim of the Illinois Department of Employment Security. This class is miniscule, only $464.00. The third class is the class of general unsecured claims. Class 3 consists of General Unsecured Claims. General unsecured claims will be paid in full, pro rata, without interest, during the term of the plan. General unsecured claims total $16,617.51. These will be paid, pro rata, with equal aggregate monthly payments of $276.96. The Debtor projects income to be derived from two sources – Absolute's ongoing income, and the collection of Absolute's unpaid receivables. The Debtor will have cumulative projected disposable income sufficient to pay the required payments under the Plan. The Plan is a 5-year plan. The final Plan payment will be in approximately 2028. A full-text copy of the Second Amended Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=EptM9z from PacerMonitor.com at no charge. Debtor's Attorneys: William J. Factor, Esq. Justin R. Storer, Esq. FACTORLAW 105 W. Madison Street, Suite 1500 Chicago, IL 60602 Tel: (312)373.7226 Fax: (847) 574-8233 Email: jstorer@wfactorlaw.com About Home Healthcare Home Healthcare Renewal Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 23-03562) on March 16, 2023, with $0 to $50,000 in assets and $50,001 to $100,000 in liabilities. Judge A. Benjamin Goldgar oversees the case. William J. Factor, Esq. of FACTORLAW represents the Debtor as legal counsel. HRNI HOLDINGS: S&P Hikes ICR to 'B+' on Steady Market Share Growth ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Indiana-based gaming operator HRNI Holdings LLC to 'B+' from 'B'. The outlook is stable. S&P said, "We also raised the issue-level rating on HRNI's priority revolver to 'BB' from 'BB-'. The recovery rating remains '1'. "We revised the recovery rating on HRNI's term loan to '2' from '3' and raised the issue-level rating two notches to 'BB-' from 'B' because debt reduction from scheduled amortization and a change in the default year to 2027 reduces debt outstanding in our simulated default scenario, improving recovery prospects. "The stable outlook reflects our forecast for adjusted leverage sustained below 5x despite new competition from Bally's temporary facility and Wind Creek's opening planned for 2025." HRNI has built substantial cushion in its credit metrics to absorb new competition from Bally's recently opened temporary casino, and planned nearby competitor Wind Creek Chicago Southland has delayed its opening until at least 2025. HRNI's S&P Global Ratings-adjusted leverage was 4.1x as of June 2023, an improvement from 4.4x as of June 2022. While HRNI's revenue increased about 10% over the same period, EBITDA declined about 1% because wage increases in the third quarter of 2022 pressured margins by approximately 240 basis points. Still, adjusted leverage improved because of debt amortization payments of approximately $41 million over the 12 months ended in June. HRNI's term loan amortizes on a more aggressive schedule than those of other gaming peers, 10% until the end of 2023 and a step down to 5% (approximately $21 million annually) beginning in 2024. Bally's opened its temporary casino this month in downtown Chicago (about 35 miles from HRNI) with about 750 slot machines and 50 table games. S&P said, "We expect HRNI to lose some customers who live closer to Bally's. Therefore, we forecast HRNI's revenue to decline in the mid-single-digit percent area and EBITDA margins to decline about 100 basis points, driving a mid- to high-single-digit percent EBITDA decline in 2024. However, we forecast that leverage will improve below 4x this year and stay there through 2024 because HRNI's scheduled amortization payments will lower debt approximately 6.5% by the end of 2023 from balances as of June 30 and an additional 6.5% by the end of 2024." S&P said, "We previously expected Wind Creek Chicago Southland, which is under construction between Homewood and East Hazel Crest, Ill. (about 13 miles from HRNI), to open in the fourth quarter of 2023. Recent news reports cite new redevelopment agreements with the two communities that listed a new planned opening date of January 2025. This delay gives HRNI at least one additional year of debt amortization and more time to build its database and customer loyalty. Still, we believe a modest portion of HRNI's customers will instead visit the new Illinois casino, which will target to the same markets as HRNI. Nevertheless, we believe the impact to HRNI will be somewhat muted because we view the Hard Rock brand, its entertainment offerings, and ability for customers to smoke as competitive advantages. Further, HRNI's gaming tax rate in Indiana is about 1,000 basis points lower than Illinois', which enables HRNI to allocate more revenue to marketing spending than competitors in Illinois. Therefore, we estimate a mid-teen percent decline in HRNI's EBITDA in Wind Creek's first year of operations (2025) and that leverage will be about 4x at the end of 2025, a healthy cushion to our 5x leverage threshold at the 'B+' issuer credit rating. "We believe the Seminole Tribe of Florida may provide some support to HRNI in some circumstances.We view HRNI as moderately strategic to the Tribe given the Tribe's willingness to provide contributions to subsidiaries Seminole Hard Rock Entertainment Inc., Seminole Hard Rock International LLC, and Hard Rock Gary LLC to facilitate its increased ownership position in HRNI's parent in 2021. The increased ownership by the Tribe helped alleviate the Indiana Gaming Commission's (IGC) prior concerns with HRNI's former owners. We also believe HRNI is moderately strategic to the Tribe, which may provide some support in some circumstances. The company's sole operations, the HRNI casino, uses the Hard Rock brand, is managed by Seminole Hard Rock, and provides an increased presence for the brand in the Midwest. "The stable outlook reflects our forecast for HRNI to sustain adjusted leverage below 5x despite new competition. HRNI has an aggressive amortization schedule that will reduce debt about $21 million in the second half of 2023 and an additional $21 million in 2024." S&P could lower the rating if it no longer expects it could sustain adjusted leverage under 5x and interest coverage above 2x. This could occur if: -- Demand for HRNI's casino wanes; or -- The impact from new competition is more severe than we anticipate. S&P said, "We are unlikely to raise the rating over the next two years given the expected operating volatility from new competition. However, we could raise the rating if we expect HRNI to sustain leverage below 4x, incorporating the impact of the new casinos on HRNI's EBITDA, operating volatility because of macroeconomic pressures, and potential expansion plans. "Social factors are a moderately negative consideration in our credit rating analysis of HRNI. The company opened its new regional casino in May 2021 and ramped up operations relatively quickly despite the pandemic. However, health and safety-related scares and the threat of additional restrictions are an ongoing risk. HRNI's concentration in the Chicago market makes the company vulnerable to regulatory risks, including potential unfavorable regulatory changes to address social risks or expand commercial gaming, or an increase in the tax rate." HUB DUB: Seeks to Hire Levin Ginsburg as Special Counsel -------------------------------------------------------- Hub Dub, Ltd. received approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Howard L. Teplinsky and Levin Ginsburg as special counsel. The counsel will render these services: a. give the Debtor legal advise with respect to various employment matters; b. represent the Debtor with respect to the eviction action; c. represent the Debtor with respect to various trademark and copyright matters; d. represent the Debtor with respect to various vendor and logistics contracts; and e. represent the Debtor with respect to negotiating and entering into one or more commercial leases. The counsel will charge these hourly rates: Teplinsky $600 Morris R. Saunders $625 Roenan Patt $385 Walker R. Lawrence $500 Kevin Thompson $425 Mr. Teplinsky, a member at Levin Ginsburg, assured the court that the firm does not hold or represent any interest adverse to the Debtor and is a disinterested person as defined in 11 U.S.C. 101(14). The counsel can be reached through: Howard L. Teplinsky, Esq. Levin Ginsburg 180 N. LaSalle Street, Suite 3200 Chicago, IL 60601 Phone: (312) 368-0100 About Hub Dub Ltd. Hub Dub, Ltd. is a full-service e-commerce brand management and warehousing solution. It offers customers the importing, warehousing, brand enforcement and distribution of products through diverse online global sales channels. Hub Dub filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08058) on June 20,2023, with $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Ken Novak has been appointed as Subchapter V trustee. Judge A. Benjamin Goldgar oversees the case. Joel A. Schechter, Esq., at the Law Offices of Joel A. Schechter is the Debtor's counsel. IGLESIAS EYE: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Iglesias Eye Associates LLC d/b/a Gardens Eye Institute to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. First National Bank of Pennsylvania may claim an interest in the Debtor's cash and accounts by virtue of a US Small Business Administration Note dated September 2, 2021, executed by the Debtor, as borrower, in favor of First Bank, in the principal amount of $748,100. The Note was secured by a Security Agreement -- Commercial dated September 2, 2021, executed by the Debtor, as borrower in favor of First Bank. The Security Agreement provided for First Bank to have a secured interest in, inter alia, the Debtor's accounts and their proceeds. A UCC Financing Statement was filed on behalf of First Bank on September 7, 2021. As adequate protection, First Bank is granted first priority, priority properly perfected, valid and enforceable security interest in post-position cash collateral. The Replacement Lien will be in addition to the pre-petition liens and will be properly perfected, valid and enforceable liens without any further action by the Debtor or First Bank without the execution, filing a recordation of any financing statements, security agreements mortgages or other documents or instruments. A further hearing on the matter is set for October 11, 2023 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=VV5t4V from PacerMonitor.com. The Debtor projects $44,621 in total income and $41,082 in total expenses for the period from September 13 to October 11, 2023. About Iglesias Eye Associates LLC Iglesias Eye Associates LLC operates an ophthalmologist practice at one location with an address of 11641 Kew Gardens Avenue, Ste. 209, Palm Beach Gardens, FL 33410. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17017-EPK) on August 31, 2023. In the petition signed by Scott Mikalajunas, chief financial officer, the Debtor disclosed $100,000 in assets and $1 million in liabilities. Judge Erik P. Kimball oversees the case. Brian S. Behar, Esq., at Benhar, Gutt & Glazer, PA, represents the Debtor as legal counsel. IMMANUEL SOBRIETY: Unsecureds Will Get 8.1% of Claims in Plan ------------------------------------------------------------- Immanuel Sobriety, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Chapter 11 Plan of Reorganization dated September 18, 2023. The Debtor is licensed and accredited to provide programs of treatment, detox, case management, education, prevention, counseling, and rehabilitation for individuals battling substance abuse. The Debtor was recently approved to start a new mental health program aimed at treating substance abuse concurrently with mental health treatment. The Debtor anticipates the program to be fully implemented by October 1, 2023 with profit commencing in December 2023. Debtor entered into accounts receivable financing agreements (merchant loans) in order to pay its expenses and keep its doors open in response to the Debtor's substantial cash flow issues. While the Debtor was able to service the merchant loans for a period of time, it eventually was unable to sustain the loan payments and maintain its operational expenses. As a result, the Debtor sought Chapter 11 bankruptcy relief. The Debtor's assets consist of cash on hand, furnishings in its residential locations, office equipment and 6 motor vehicles (primarily vans used to transport the Debtor's residents). The Debtor believes its assets are worth approximately $578,000, which consists primarily of cash on hand ($500,000). The Debtor's remaining assets include its vehicles to operate its business and miscellaneous office equipment and residential furniture ($78,000). The Debtor's secured claims total approximately $716,000 with the U.S. Small Business Administration holding the largest secured claim first in priority. The Debtor's unsecured nonpriority claims total approximately $773,845.59. Class 6 consists of General Unsecured Claims. Total amount of Class 6 claims is approximately $773,845.59. Allowed Class 6 claimants will be paid a prorated distribution equal to 8.1% of their claim paid. The first payment shall be made on the tenth day of the first full month following the Plan Effective Date and continue on the 1st day of the month every 3 months thereafter until paid in full. This Class shall have a total payout of $63,000. The holder of the Class 7 interests shall retain her interests and such interest are not affected by the Plan. The Plan will be funded by the following sources based on available capital: (1) the cash reserves the Debtor has accumulated during the Bankruptcy Case and has on hand in the Debtor's possession on the Effective Date, which the Debtor estimates will be approximately $500,000, and (2) cash generated from the Debtor's ongoing business operations. A full-text copy of the Plan of Reorganization dated September 18, 2023 is available at https://urlcurt.com/u?l=WuMUlK from PacerMonitor.com at no charge. General Bankruptcy Counsel for the Debtor: Crystle J. Lindsey, Esq. Law Offices of Crystle J. Lindsey Keen-Summit Capital Partners LLC 453 S. Spring St., Suite 400 Los Angeles, CA 90013 Telephone: (310) 882-1863 Email: crystle27@icloud.com About Immanuel Sobriety Immanuel Sobriety Inc. provides drug and alcohol rehabilitation programs and treatment services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10806) on March 2, 2023. In the petition signed by its chief executive officer, Elizabeth Reid, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Wayne Johnson oversees the case. The Law Office of Crystle J. Lindsey is the Debtor's legal counsel. Tamar Terzian is the patient care ombudsman appointed in the Debtor's Chapter 11 case. INDRA HOLDINGS: $50MM Bank Debt Trades at 49% Discount ------------------------------------------------------ Participations in a syndicated loan under which Indra Holdings Corp is a borrower were trading in the secondary market around 50.6 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $50 million facility is a Term loan that is scheduled to mature on December 23, 2024. The amount is fully drawn and outstanding. Indra Holdings Corp was founded in 2014. The company’s line of business includes holding or owning securities of companies other than banks. INFOBLOX INC: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative --------------------------------------------------------------- Fitch Ratings has affirmed the 'B-' Long-Term Issuer Default Rating, 'B'/'RR3' First-Lien Senior Secured ratings and 'CCC'/'RR6' Second-Lien Senior Secured ratings for Infoblox, Inc. The Rating Outlook is Negative. The ratings and Outlook reflect Infoblox's weaker FCF and coverage ratios due to a combination of lower bookings and higher interest rates. Nonetheless, growing recurring revenue from Infoblox's nearly completed transition to term software (SW) and as-a-service (SaaS) from a hardware (HW) and perpetual license model and modest profit margin expansion from SaaS operating leverage and lower HW attach should strengthen FCF and leverage metrics over time. KEY RATING DRIVERS Lower but Consistent FCF: Fitch expects more consistent FCF from the shift to subscription from perpetual licenses, a shift that is complete, and with the company's more recent pivot to shorter-duration contracts. While Fitch expects nearer-term macroeconomic headwinds, renewals and Infoblox's ongoing focus on new logos and expansions, adoption of its subscription security business and addressing smaller enterprises should support FCF through a more typical downturn. Still, Fitch forecasts annual FCF of $15 million-$40 million through the forecast period versus more than $50 million just a year ago. Elevated Leverage: Cash-flow-based leverage metrics remain in-line with the rating, but operating EBITDA-based metrics will strengthen but remain elevated as the company pivots to shorter-duration contracts and normalizes hardware sales. Fitch estimates EBITDA leverage will improve to 9x through the forecast period from a Fitch-estimated 11.0x for the latest 12 months ended April 30, 2023. Nonetheless, higher FCF will enable low-single-digit cash from operations (CFO)-capex/total debt and provide capacity for voluntary debt reduction. Market Leadership: Fitch expects Infoblox Inc.'s market leadership in DDI, which includes domain name services (DNS), dynamic host configuration protocol (DHCP) and internet protocol address management (IPAM), to support improved operating performance through the rating horizon. Infoblox has roughly 50% share in worldwide DDI software and appliance markets (excluding DNS security) and a higher share for large enterprises, as well as a large installed base that drives product refreshes, expansion opportunities and recurring revenue. Competition includes small niche providers without comprehensive solutions or public cloud service providers focused on larger addressable markets. Reduced Revenue Cyclicality: Fitch expects a higher mix of subscription revenue will reduce revenue cyclicality historically associated with product refresh cycles. Infoblox's product cycles typically last four years and the company should benefit from a product refresh in the next two years, although expansion and new logos, as well as SaaS security solutions adoption, will drive revenue growth. Infoblox's strategic pivot from hardware and perpetual software licenses to SaaS provider should partially offset product refresh cycles with recurring revenue, which is now well over 90%. Threat of Larger Entrants: Fitch continues to believe Infoblox faces potential risks that larger players enter the growing and fragmented DDI market via acquisition and affect industry pricing and profitability by bundling DNS services with a broad set of service offerings and leveraging a global sales footprint. Infoblox's competitors include Microsoft's in-house open-source software-based solution provided as an attachment to Windows server and AWS' Route 53 addressing the commodity external authoritative market. Fitch believes the small size of the DDI market and Infoblox's installed base leadership reduces the threat of new entrants risk. Term Loan Recovery: Consistent with the vast majority of software providers, Fitch believes Infoblox would be reorganized rather than liquidated were the company to default. To calculate the recovery waterfall, Fitch assumes a going concern EBITDA of $150 million, incorporating Fitch's belief that distress would most likely be the result of share losses from the deterioration of product competitiveness. Fitch assumes a reorganization multiple of 7.0x, which is in line with similar leveraged software peers at Fitch. After taking administrative claims into account, Fitch estimates a 'RR3' Recovery Rating for the first-lien Credit Facilities and 'RR6' for the second-lien term loan. DERIVATION SUMMARY Fitch believes Infoblox remains positioned in line with similarly rated peers, due to Infoblox's market leadership positions and solid cash flow margins. Renewal rates are comparable and consistent for aaS companies, and Infoblox's market share is solid at over 50%, even higher with large enterprise customers, despite the relatively small size of its markets. Fitch expects lower but more consistent annual FCF through the rating horizon, driven by solid net bookings amid the company's pivot to shorter-duration contracts. Cash flow-based leverage metrics remain solid for the rating even as operating EBITDA-based leverage metrics are more in-line with the 'CCC' rating category. KEY ASSUMPTIONS - Solid sequential growth for fiscal 2023 followed by accelerating growth from new products over the fiscal 2024-2025 horizon; - Organic operating EBITDA in the mid-20% through the forecast period; - Capex 2.5% of revenue; - Use of FCF for debt reduction. RATING SENSITIVITIES Factors that could, individually or collectively, lead to the stabilization of the ratings: - Expectations for CFO-capex to total debt in the positive low-single digits and use of excess FCF for debt reduction; - Mid-single-digit revenue growth, signifying share gains within a growing market and validating Infoblox's GTM strategy and services platform. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Below-market revenue growth from deterioration of product competitiveness and lower than previously expected product stickiness; - Expectation for negative pre-dividend FCF or FFO interest coverage below 1.5x from operating EBITDA margin compression to mid-to-high-teens. LIQUIDITY AND DEBT STRUCTURE Adequate liquidity: Fitch expects Infoblox's liquidity will remain adequate and, as of April 30, 2023, was supported by: i) $51.6 million of cash and cash equivalents; and ii) $175 million of undrawn amounts under the $200 million first-lien senior secured RCF expiring Dec. 1, 2025. Fitch's forecast for moderate positive annual FCF also supports liquidity. ISSUER PROFILE Infoblox Inc. (Infoblox) is a market leading provider of DDI automation solutions, which includes DNS, DHCP and IPAM for more than 8,000 enterprise, government and service provider customers. The company continues to deliver solutions via purpose-built physical and virtual appliances deployed in a distributed grid architecture. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Infoblox Inc. LT IDR B- Affirmed B- Senior Secured 2nd Lien LT CCC Affirmed RR6 CCC senior secured LT B Affirmed RR3 B INN S.F. ENTERPRISE: Amends Unsecureds & First Commercial Claims ---------------------------------------------------------------- Inn S.F. Enterprise, Inc., submitted an Amended Plan of Reorganization dated September 18, 2023. The Debtor's financial projections show that it will have disposable income of approximately $19,000.00, which shall serve as a reserve for the Debtor's post confirmation operations. The Plan provides for payments to allowed administrative, Class 2A and Class 3 claims total $130,000.00, plus additional payments to Class 3 claims if the Debtor's disposable income in any given quarter exceeds projections over the approximate 14-month term of this Plan. The final Plan payment is expected to be paid on December 31, 2024. This Plan of Reorganization proposes to pay creditors of the Debtor cash flow from the operation of the Debtor's bed and breakfast establishment. Non-priority unsecured creditors holding allowed claims will receive distributions to the extent that disposable income exceeds projections, which the proponent of this Plan has valued at approximately 0-5 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 2A consists of the Secured claim of First Commercial Bank. The Commercial Guaranty dated January 6, 2020, executed by Debtor in favor of First Commercial Bank (USA) ("Lender"), the Commercial Security Agreement dated January 6, 2020, by and between Debtor and Lender, the Commercial Guaranty dated May 18, 2020, by Debtor in favor of Lender, and all other Related Documents (as defined in the Commercial Guaranty) shall remain in full force and effect provided that (i) Martin A. Neely, as Trustee of the Martin A. Neely and Connie Wu 1998 Family Trust, Individually, and Connie M. Wu, as Trustee of the Martin A. Neely and Connie Wu 1998 Family Trust, Individually, (collectively, "Borrower") make the payments to Lender provided for in the Plan of Reorganization Dated September 18, 2023, filed in the related case of In re Martin A. Neely, Case No. 23-30160-DM, when due and (ii) the only defaults under the Related Documents are (a) Borrower's failure to make loan payments when due under the Related Documents, (b) the bankruptcy filings of Neely and Debtor, and (c) the encumbrance of the 943 S. Van Ness Avenue real property ("943 Property") in favor of Alliance Portfolio (the "Specified Defaults"). Lender shall forbear from further exercising its rights and remedies under the Related Documents until the earliest of (a) December 31, 2024, (b) the date of any sale or refinance of the 943 Property, and (c) the date Alliance Portfolio is permitted to proceed toward a foreclosure sale of the 943 Property. Lender will give the Debtor 10 days' notice of a default other than a Specified Default prior to exercising any remedies, except under circumstances where immediate action is required to preserve or protect Lender's interest in any collateral. Lender will not require any further order of the bankruptcy court to exercise its remedies. Class 3 consists of Non-priority unsecured creditors. To the extent that any post-confirmation Quarterly Report filed by the Debtor in this case reflects disposable income, each holder of an allowed unsecured claim will receive a pro rata share of such excess income, in cash, within 30 days after the report is filed. The Debtor shall commence filing Quarterly Reports on February 21, 2024, for the months of November 2023 through January 2024. It is estimated that Class 3 allowed claims may receive pro rata distributions between 0-5% of each allowed claim under the Plan. On the effective date, all assets of the estate shall be revested in the reorganized Debtor to make all distributions required to be paid to allowed claims under the terms of the plan and administrative expenses. The reorganized Debtor will serve as disbursing agent of any distributions required under the Plan. The reorganized Debtor shall continue in operation as a bed and breakfast and shall make plan payments from disposable income generated by revenue from guest room receipts. A full-text copy of the Amended Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=17ErqF from PacerMonitor.com at no charge. Debtor's Counsel: Sarah M. Stuppi, Esq. Law Offices of Stuppi & Stuppi 1630 North Main Street, Suite 332 Walnut Creek, CA 94596 Tel: (415) 786-4365 Fax: (925) 287-8113 Email: Sarah@stuppilaw.com About Inn S.F. Enterprise Inn S.F. Enterprise, Inc., a company in San Francisco, Calif, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 22-30477) on Sept. 14, 2022, with up to $500,000 in assets and up to $10 million in liabilities. Martin A. Neely, president of Inn S.F. Enterprise, signed the petition. Judge Dennis Montali oversees the case. Sarah M. Stuppi, Esq., at the Law Offices of Stuppi & Stuppi, serves as the Debtor's legal counsel. INT ASSOC OF SHEET METAL: Unsecured Creditors Will Get 2% in Plan ----------------------------------------------------------------- Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div., Local 1594 filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Subchapter V Plan of Reorganization dated September 14, 2023. The Debtor is the local union of SMART, the International Association of Sheet Metal, Air, Rail and Transportation Workers, operating out of Upper Darby, Pennsylvania and representing approximately 300 SMART-TD members working for the Southeastern Pennsylvania Transit Authority (SEPTA). Due to the significant judgment entered against the Debtor by one of its former members and the imminence of execution thereon, the Debtor was unable to maintain its daily operations, which led to the Debtor filing this Chapter 11 case in order to afford it breathing room to be able to propose a plan allowing for monthly installment payments to the judgment creditor and the Debtor's employees. The Debtor's sole asset is a TD Bank account which is used for collecting dues and insurance for its members. Rent and utilities are paid from this account. The Debtor has approximately $704,000.00 of general unsecured debts, approximately $8,600.00 of which is owed to Debtor's employees and approximately $695,000.00 is owed to a judgment creditor. Class 2 consists of General Unsecured Claims. Upon completion of payment to Priority Claimant, a total of $14,000 will be paid to general unsecured creditors, to be distributed pro-rata on a monthly basis. The Debtor estimates this will result in a distribution of approximately 2%. This Class is impaired. Throughout the duration of the Plan, Chapter 11 Plan payments shall be disbursed in a waterfall approach, with Administrative Expenses being paid first, priority unsecured creditors being paid second and then general unsecured creditors being paid third. Claims in the same category shall be paid pro-rata. The Debtor believes that the Debtor will have enough cash on hand on the Effective Date of the Plan to pay all the Claims and expenses that are entitled to be paid on that date. The Debtor must submit all or such portion of the future earnings or other future income of the Debtor to the supervision and control of the Trustee as is necessary for the execution of the Plan. The final Plan payment is expected to be paid on or before 60 months after confirmation of the original Chapter 11 Plan. A full-text copy of the Subchapter V Plan dated September 14, 2023 is available at https://urlcurt.com/u?l=rlCN8O from PacerMonitor.com at no charge. Counsel to the Debtor: Holly S. Miller, Esq. Gellert Scali Busenkell & Brown, LLC 1628 John F. Kennedy Blvd., Suite 1901 Philadelphia, PA 19103 Telephone: (215) 238-0012 Email: hsmiller@gsbblaw.com About Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div. Local 1594 Int. Assoc. of Sheet Metal, Air, Rail & Transportation Workers, Transportation Div., Local 1594 filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-11777) on June 16, 2023. In the petition filed by Bruce Cheatham, Jr., the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Magdeline D. Coleman oversees the case. Holly S. Miller, Esq., at Gellert Scali Busenkell & Brown, LLC, serves as the Debtor's counsel. INTEGRATED CARE: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Integrated Care Concepts and Consultation, LLC to use the cash collateral of TD Bank, NA on an interim basis in accordance with the budget up to the aggregate amount of $617,530 for these purposes: a. maintenance and preservation of its assets: b. the continued operation of its business, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs: c. the completion of work-in-process: d. the purchase of replacement inventory: and e. the budget is amended to include funds to be escrowed monthly to satisfy any administrative fees first due to the Subchapter V Trustee and then to any other outstanding administrative fees approved by the court. The funds will be held in Debtor's Counsel's trust account pending approval of said fees. TD Bank has asserted a secured claim against the Debtor in the approximate principal amount of $460,000 as of the Petition Date. The Debtor has acknowledged and agreed that the Secured Creditor has, as of the Petition Date, a valid and subsisting first lien and security interest in the personal property and accounts receivable securing the Debtor's indebtedness, in the principal amount of $460,000, together with accrued interest, fees and costs. As adequate protection for use of cash collateral, the Secured Creditor is granted a replacement perfected security interest under 11 U.S.C. section 361 (2) to the extent the Secured Creditor's cash collateral is used by the Debtor, to the extent and with the same priority in the Debtor's post-petition collateral, and proceeds thereof, that the Secured Creditor held in the Debtor's pre-petition collateral. To the extent the adequate protection provided for proves insufficient to protect the Secured Creditor's interest in and to the cash collateral, the Secured Creditor will have a super priority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against the Debtor under 11 U.S.C. section 507(a), whether in the proceeding or in any superseding proceeding. The replacement lien and security interest granted is automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditor taking possession, filing financing statements, mortgages or other documents. A final hearing on the matter is set for October 12, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=AaZ26g from PacerMonitor.com. About Integrated Care Concepts and Consultation, L.L.C. Integrated Care Concepts and Consultation, L.L.C. offers mental health treatment for individuals, adolescents, children, couples, and families. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N.J. Case No. 23-17773) on September 5, 2023. In the petition signed by Seth Arkush, managing partner, the Debtor disclosed $611,080 in total assets and $1,604,180 in total liabilities. Judge Michael B. Kaplan oversees the case. Donald F. Campbell, Jr., Esq., at Giordano, Halleran, Ciesla, P.C., represents the Debtor as legal counsel. INTOUCH FOOTWEAR: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Intouch Footwear, Inc. to use cash collateral on an interim basis in accordance with the budget. As previously reported by the Troubled Company Reporter, the cash collateral consists of the Debtor's assets, receivables, and any other property of the Debtor. Prior to the filing of the case, the Debtor was facing certain financial difficulties and a breach of contract lawsuit from one of its former customers JW Retail Group, LLC. The Debtor's plan was to enter Chapter 11, to restructure and reorganize its affairs, liquidate disputed claims against it, and repay its creditors with a structured repayment plan. The Debtor filed for Chapter 11 bankruptcy on September 1, 2023. Since then it has not used its cash collateral. There is a security interest on the Collateral held by JP Morgan Chase Bank, N.A. by virtue of a secured lain agreement with an outstanding balance of approximately $487,005. and the U.S. Small Business Administration by virtue of a secured loan agreement in the original amount of $2 million. The servicing payments on the JPMC loan are $3,892 per month and the servicing payments on the SBA Loan are $9,928 per month. The court ruled that as adequate protection to JPMorgan and SBA, the Debtor will: a. Provide JMPC and SBA all interim statements and operating reports required to be submitted to the Office of the United States Trustee, within 21 days after the end of each monthly period after the Petition Date, b. Make adequate protection payments to JPMC and SBA, pursuant to 11 U.S.C. 362(d)(3) as follows: payment to JPMC in the amount of $3,892 per month and payments to SBA in the amount of $9,928 per month, c. Continue maintaining its general commercial insurance. JPMC and SBA will have replacement liens on all post-petition assets of Debtor, other than avoiding power recoveries. These replacement liens will be valid and enforceable to the same extent as JPMC's and SBA's pre-petition liens. A copy of the motion is available at https://urlcurt.com/u?l=YH6FL1 from PacerMonitor.com. About Intouch Footwear, Inc. Intouch Footwear, Inc. is a corporation engaged in wholesale importation and sale of footwear. The Debtor's business model involves sourcing and importing footwear from Southeast Asia, storing the inventory in its leased warehouses and selling the imported items to various retailers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-15730) on September 1, 2023. In the petition signed by John C. Lay, chief executive officer, the Debtor disclosed $2,388,947 in total assets and $3,924,149 in total liabilities. Judge Barry Russell oversees the case. Vahe Khojayan, Esq., at YK Law, LLP, represents the Debtor as legal counsel. J.C.M. FOODS: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: J.C.M. Foods, LLC 2441 Bailey Avenue Jackson, MS 39213 Business Description: J.C.M. Foods is in the grocery store business whose principal assets are located at 2873 McDowell Road Jackson, MS 39204. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-02188 Judge: Hon. Jamie A. Wilson Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-948-0586 Email: wnewman95@msn.com - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-427-0048 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel K. Myers as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FTMONKI/JCM_Foods_LLC__mssbke-23-02188__0001.0.pdf?mcid=tGE4TAMA JL DANIELS GROUP: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: JL Daniels Group LLC 301 Green Springs Avenue South Birmingham, AL 35205 Chapter 11 Petition Date: September 21, 2023 Court: United States Bankruptcy Court Northern District of Alabama Case No.: 23-02503 Debtor's Counsel: Jacquese Antoinette Gary, Esq. GARY LAW, LLC 4401 Gary Avenue Fairfield, AL 35064 Tel: 205-637-5900 Fax: 205-637-5920 Email: jgary@garylawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James L Daniels as president. The Debtor listed Willie and Tosi Gilford located at 1261 Lake Trace Cove Birmingham, AL as its sole unsecured creditor holding a claim of $660,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/U2X5RNA/JL_Daniels_Group_LLC__alnbke-23-02503__0001.0.pdf?mcid=tGE4TAMA LJF INC: Court OKs $148,189 DIP Loan from KF Holdings ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania authorized LJF, Inc. to use cash collateral and obtain postpetition on an interim basis. The Debtor is permited to borrow from secured lender, KF Holdings, LP a principal sum of $148,189 The DIP Facility is due and payable through the earliest of: (i) December 29, 2023; (ii) Conversion or dismissal of the Bankruptcy Case; (iii) Consummation of a 363 Sale; (iv) Upon an earlier Material Adverse Change in the Bankruptcy Case; (v) The failure of the Final Order to be entered by the Bankruptcy Court within 30 days after the Effective Date, unless extended pursuant to a written instrument executed by the Holder and approved by the Bankruptcy Court; or (vi) The effective date of any plan of reorganization (including any plan of liquidation) that is confirmed by the Bankruptcy Court. The Debtor has agreed to comply with these milestones: (a) On or before September 29, 2023, the Debtor must file a motion or motions seeking Bankruptcy Court approval of a 363 Sale Process and a 363 Sale of all or substantially all of the Debtor's Assets; (b) On or before October 27, 2023, the Bankruptcy Court must enter a Sale Procedure Order, in form and content reasonably acceptable to the Lender; (c) A hearing to consider approval of the 363 Sale must be scheduled to take place not later than November 29, 2023; (d) By December 1, 2023, the Bankruptcy Court must enter an order, in form and content reasonably acceptable to the Lender, approving the 363 Sale; and (e) The 363 Sale must be consummated not later than December 29, 2023. The Debtor requires the use of cash collateral and obtain DIP loan to meet its day-to-day obligations, continue to operate its business, and proceed toward an orderly going-concern sale under Chapter 11. As of the Petition Date, the Debtor is indebted to the Lender under the Prior Bankruptcy Loan Documents in an aggregate principal amount not less than $1.528 million. As adequate protection, the Lender is granted valid and perfected liens and security interests in and to all of the Debtor's and its estate assets and property. The Lender is also granted valid, binding, enforceable and perfected replacement liens upon the Debtor's property and assets. To the extent of any diminution in value from and after the Petition Date of the Lender's interests in the Prepetition Collateral or in the Postpetition Collateral, the amount of such diminution is allowed as an administrative expense under 11 U.S.C. sections 503 and 507 and will have the priority granted by 11 U.S.C. section 507(b) and is subordinate and inferior only to Lender's Superpriority Claims and Lender's Postpetition Liens. A final hearing on the matter is set for October 10, 2023 at 10 a.m. A copy of the Court's order and the budget is available at https://urlcurt.com/u?l=1yJPxO from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $54,595 for the week ending September 22, 2023; $81,524 for the week ending September 29, 2023; $135,400 for the week ending October 6, 2023; $80,200 for the week ending October 13, 2023; $80,500 for the week ending October 20, 2023; and $80,426 for the week ending October 27, 2023. About LJF, Inc. LJF, Inc. provides trucking and logistics to the coal industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-70316) on September 14, 2023. In the petition signed by Leo C. Frailey, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. David Z. Valencik, Esq., at Calaiaro Valencik, represents the Debtor as legal counsel. LUMEN TECHNOLOGIES: $5BB Bank Debt Trades at 27% Discount --------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 72.8 cents-on-the-dollar during the week ended Friday, September 22, 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. LUNYA COMPANY: Continued Operations to Fund Plan ------------------------------------------------ Lunya Company filed with the U.S. Bankruptcy Court for the District of Delaware a Subchapter V Plan of Reorganization dated September 14, 2023. Lunya is a Los Angeles-based brand selling sleepwear through its own ecommerce site (Lunya.co), seven own-branded retail stores (as of the Petition Date), and certain select wholesale partners. As of the Petition Date, the Debtor has no secured funded debt. However, most of the Debtor's products are stored and shipped by a third-party logistics company (the "3PL") in California. As of the Petition Date, the Debtor owed the 3PL approximately $500,292.10. Additionally, the Debtor has approximately $32,197,908.98 in unsecured debt, consisting of insider loans, trade and credit card debt. Third-party unsecured debt equals $1,013,305.59. The Debtor has taken a number of steps in the Chapter 11 Case to implement its restructuring. Prior to the Petition Date, the Debtor began the process of analyzing its leases and executory contracts, and determined, in its business judgment, that certain leases and executory contracts were unnecessary and burdensome to the Debtor's estate and that the costs incurred under the leases constituted an unnecessary drain on the Debtor's already limited resources. Under the Plan, the Debtor will devote all of its projected Disposable Income toward the payment of Creditors. The Plan will be funded with the funds that are not for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the Debtor. The Plan provides for payment of Administrative Expenses and Priority Tax Claims in accordance with the Bankruptcy Code, and projects payment to Allowed General Unsecured Claims. Furthermore, Holders of Equity Interests will retain their Equity Interests as they existed on the Commencement Date. Class 1 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to a different treatment, all Allowed General Unsecured Claims shall be paid pro rata in quarterly installments from Disposable Income commencing in Q2 2024 and ending on the Last Distribution Date. The allowed unsecured claims total $36,323,498.38. Equity interest holders shall maintain existing equity interest. The Plan will be funded by the proceeds realized from the operations of the Debtor. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. A full-text copy of the Subchapter V Plan dated September 14, 2023 is available at https://urlcurt.com/u?l=l85gsL from PacerMonitor.com at no charge. Counsel to the Debtor: Joseph C. Barsalona II, Esq. Pashman Stein Walder Hayden, P.C. 1007 North Orange Street, 4th Floor, Suite 183 Wilmington, DE 19801-1242 Tel: (302) 592-6496 Email: jbarsalona@pashmanstein.com About Lunya Company Lunya Company is a Los Angeles-based brand selling sleepwear through its own ecommerce site (Lunya.co), seven own-branded retail stores, and certain select wholesale partners. Lunya Company filed a petition under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 23-10783) on June 16, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. David Klauder has been appointed as Subchapter V trustee. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Joseph C. Barsalona II, Esq., at Pashman Stein Walder Hayden, P.C. as legal counsel. Stretto, Inc. is the Debtor's claims and noticing agent and administrative advisor. LYLA LEE: Unsecured Creditors to Split $5.5K over 55 Months ----------------------------------------------------------- Lyla Lee, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated September 14, 2023. On Dec. 30, 2021, the Debtor purchased all assets including equipment, fixtures, furniture, and other assets of the former Hanky Pies from its owners Krista & Kevin Moorehead for the approximate sum of $70,000.00 and took over the leasehold premises located at 106 Cascade Ave., Unit 101, Granite Falls, WA 98252. After finalizing the purchase, it became evident that the assets purchased needed updating, repair and cleaning. The decor of the restaurant needing complete updating. With the new menu concepts and fresh decor, the customer base began returning to the restaurant and by spring and summer of 2022, volume was approximately 3 times what the prior owners had realized. From October 2022 through January 2023, the Company experienced an unexpected winter downturn which required the Company to obtain financing at less than favorable interest rates. The Company's sales rebounded in March 2023 as summer approached, but in attempting to services the financing, the Company became delinquent on its account with the Washington State Department of Revenue which led to the levy of its bank account. Facing mounting collection pressure from creditors, the Company filed for protection under Chapter 11, Subchapter V, to remain in business. This Plan of Reorganization proposes to pay creditors of the Debtor in the manner and consistent with the terms. Class 1 consists of General Unsecured claims. Each holder of an allowed general unsecured claim will be paid a pro rata share of $5,500.00 to be paid in equal monthly installments of $100.00 for 55 months beginning November 15, 2023. This Class is impaired. Class 2 consists of Equity Security Holders. Lyla Ayling holds a 100%-member interest in the Debtor which she will retain until payments provided for in the Plan are paid in full. For her services as managing member of the Debtor, Ms. Ayling will receive compensation, in the form of monthly salary which will not exceed the amount set forth in Exhibit C until such time as the payments provided for in this plan are paid in full. The Debtor anticipates operating its restaurant operation throughout the Plan term. It is anticipated that with the strategic changes to the Debtor's business model, the Debtor's fixed expenses will remain relatively constant moving forward with variable expenses increasing proportionately with revenue. The Plan will be funded with revenue from the Debtor's operation. During the Plan term, the Debtor continue with the trucking operation and anticipates that sufficient net income can be generated from its services to make the payments under this proposed plan. A full-text copy of the Plan of Reorganization dated September 14, 2023 is available at https://urlcurt.com/u?l=7AIlj2 from PacerMonitor.com at no charge. Attorney for Debtor: Thomas D. Neeleman, Esq. Neeleman Law Group, P.C. 1403 8th Street Marysville, WA 98270 Phone: 425.212.4800 Fax: 425.212.4802 About Lyla Lee Lyla Lee, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11126) on June 16, 2023, with as much as $50,000 in assets and $50,001 to $100,000 in liabilities. Judge Timothy W. Dore oversees the case. The Debtor is represented by Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C. M/I HOMES: Fitch Affirms 'BB' LongTerm IDR & Then Withdraws Rating ------------------------------------------------------------------ Fitch Ratings has affirmed M/I Homes, Inc.'s (MHO) ratings, including the company's Long-Term Issuer Default Rating (IDR) at 'BB' with a Positive Rating Outlook, and subsequently withdrawn the ratings. As communicated on Aug. 24, 2023, Fitch is withdrawing the ratings for commercial reasons. KEY RATING DRIVERS Low Leverage: MHO has strong credit metrics relative to the 'BB' rating level. As of June 30, 2023, net debt/capitalization of 3.5% (after considering $50 million of cash as not readily available for working capital) and EBITDA leverage was 1.1x for the LTM ending June 30, 2023. Fitch expects the company will remain disciplined with its capital allocation strategy in the intermediate term, particularly in the face of an uncertain demand environment. This should result in net debt/capitalization remaining below 30% and EBITDA leverage sustaining under 3.0x during the next few years. Land Strategy: MHO increased land controlled through options and has one of the shortest owned-land positions among the builders in Fitch's coverage. This strategy reduces the risk of downside volatility and impairment charges in a contracting housing market. At June 30, 2023, the company controlled 41,332 lots, of which 57% were owned and the remainder were controlled through options. Based on LTM closings, MHO controlled 4.9 years of land and owned roughly 2.8 years of land. Land and Development Spending: MHO meaningfully increased spending in 2020 and 2021 to acquire and develop land to keep pace with strong housing demand but pulled back considerably in 2022 and 1H23. The company spent $837 million on land and development in 2022, about 20% below 2021 spend of $1.05 billion, while 1H23 spend was $343 million, down about 19% yoy. Fitch expects management will increase spending in 2H23 and 2024, given the improvement in demand, but remain cautious and pull back on spending if housing activity shows further signs of slowing. Cash Flow Generating Ability: Fitch expects MHO will likely generate positive CFO in most periods throughout the housing cycle as it executes its land-light strategy, although at lower levels during periods of housing expansion. The company's more consistent cash flow, combined with its strong balance sheet, allows it to execute on its capital allocation priorities, including investing in homebuilding operations and repurchasing stock. The company reported CFO of $184 million in 2022 due to lower land and development spending and higher revenue and margins. MHO was modestly cash flow negative in 2021, as strong margins largely offset meaningful land spend. In 2020, CFO was $168.3 million, due to a combination of strong profitability and a temporary pullback in land acquisitions following the onset of the pandemic. Fitch expects the company will generate CFO of $250 million-$350 million this year and lower, but still-positive, CFO in 2024. Speculative Strategy: MHO employs a fairly aggressive spec build strategy, wherein about half of home deliveries are spec homes. Fitch views high spec activity as a credit negative, all else equal, as rapidly deteriorating market conditions could result in sharply lower margins. However, Fitch views the current modest spec activity as appropriate in the present environment, given the demand for quick move-in homes, low existing inventory and still-elongated, although improving, cycle times. As of June 30, 2023, MHO had 1,737 spec homes, of which 303 were completed. Limited Geographic Diversification: The company expanded into new markets over the past few years but continues to have limited geographic diversification. Compared with larger, more geographically diversified public builders, MHO's operating results have less cushion from regional downturns. Nevertheless, its scale and leadership position in local metro markets, particularly in Midwest markets, enhance the company's access to local land and labor pools in those markets. MHO offers homes for sale in 195 communities across 16 markets in 10 states. The company has a top 10 position in nine of the 50 largest MSAs in the country. Most recently, the company entered the Nashville, TN and Fort Myers/Naples, FL markets. High Exposure to Entry Level: Due to robustness in the affordable segment, MHO shifted its offerings to target entry-level buyers. The entry-level/first-time homebuyer represented about 58% of MHO's 2Q23 orders, up slightly from 55% in 2Q22. The entry-level market is generally the deepest buyer segment, and Fitch expects this customer segment will continue to represent a sizable portion of new home demand. However, this could also pose a considerable risk to MHO, given the sensitivity of this buyer cohort to affordability constraints. DERIVATION SUMMARY M/I Homes, Inc.'s 'BB' IDR reflects the company's execution of its business model in the upcycle, conservative land policies, healthy liquidity position and strong credit metrics, as well as management's demonstrated ability to manage land and development spending. Risk factors include the cyclical nature of the homebuilding industry and MHO's somewhat limited geographic diversity and relatively high speculative (spec) inventory levels. The Positive Outlook reflects MHO's strong credit metrics; the successful execution of its measured growth strategy, resulting in increased scale; and its demonstrated willingness to pull back on land and development spending in periods of uncertainty to generate positive cash flow from operations (CFO). Fitch expects the company will maintain low leverage, including net debt/capitalization below 30% and EBITDA leverage below 3.0x. MHO's net debt/capitalization ratio is on par with or below similarly and higher-rated builders, including M.D.C. Holdings, Inc. (BBB-/Stable) and Meritage Homes Corporation (Meritage; BB+/Stable). Relative to these peers, MHO is similarly geographically diversified, but it is smaller and has historically reported weaker profitability metrics. However, MHO historically had more conservative land positions than these peers, with around half of its lots controlled through options, compared with 25%-35% for Meritage and M.D.C., although these figures changed recently, as builders walked away from a number of option contracts over the last year. MHO has a shorter supply of owned lots than Meritage but a slightly longer supply than M.D.C. Meritage also has a more aggressive spec building strategy compared with MHO, while all three companies have meaningful exposure to the first-time buyer segment. M.D.C.'s build-to-order strategy and conservatively managed balance sheet through housing cycles are strengths relative to MHO, although the company recently pivoted to engage in a higher level of spec building. KEY ASSUMPTIONS - Single-family housing starts decline 10% in 2023 and improve slightly in 2024; - Homebuilding revenue declines 10%-11% in 2023 and is flat to slightly higher in 2024; - EBITDA margins of 12.5%-13.5% in 2023 and 11.0%-12.0% in 2024; - CFO of $250 million-$350 million in 2023 and 1.5%-2.5% of homebuilding revenue in 2024 as the company increases land and development spending; - Net debt/capitalization below 15% in 2023 and 2024; - EBITDA leverage around 1.5x-2.0x in 2023 and 2024. RATING SENSITIVITIES Rating Sensitivities are not relevant since the ratings have been withdrawn. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Position: As of June 30, 2023, MHO had $667.4 million of unrestricted cash and cash equivalents and $568.8 million of borrowing availability under its $650 million revolving credit facility ($81.2 million of letters of credit and no borrowings outstanding), which matures in December 2026. The company has sufficient liquidity to cover working capital needs in the intermediate term. MHO has a relatively long-dated maturity schedule, with no maturities until 2028, when $400 million of senior notes come due. ISSUER PROFILE M/I Homes, Inc. designs, markets, constructs and sells single-family homes and attached townhomes to first-time, move-up, empty-nester and luxury buyers. The company offers homes for sale in 195 communities across 16 local markets in 10 states. SUMMARY OF FINANCIAL ADJUSTMENTS Historical and projected EBITDA is adjusted to add back non-cash stock-based compensation and interest expense included in cost of sales and also excludes impairment charges and land option abandonment costs. Fitch excludes the EBITDA and debt of MHO's financial services (FS) operations as this subsidiary's only major debt, a mortgage repurchase facility, are non-recourse to MHO and the FS subsidiary generally sells the mortgage it originates and the related servicing rights to third-party purchasers within 30 days-45 days. However, as part of its captive finance adjustment, Fitch assumes a capital structure for the FS operation that is sufficiently robust for that entity to support its debt without reliance on the corporate entity. Fitch applies a hypothetical capital injection from the corporate entity to achieve a target capital structure (2.0x debt/equity) that is indicative of a self-sustaining credit profile for MHO's FS operations. Fitch has reduced MHO's homebuilding unrestricted cash by $90 million during the forecast period to account for this hypothetical capital injection. Shareholders' equity is assumed to be unaffected. Fitch reviews historical CFO on a consolidated basis and also estimates CFO excluding the FS operations. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- M/I Homes, Inc. LT IDR BB Affirmed BB LT IDR WD Withdrawn BB senior unsecured LT BB Affirmed RR4 BB senior unsecured LT WD Withdrawn BB MALLINCKRODT PLC: Paid $21 Million to Three Big Law Firms --------------------------------------------------------- Brian Baxter of Bloomberg Law reports that Mallinckrodt PLC, a specialty pharmaceutical manufacturer that has filed for bankruptcy twice in the past three years, paid more than $21.7 million to three law firms ahead of its second insolvency filing last month. The drug giant disclosed in a series of September 13, 2023 filings in its so-called Chapter 22 case in Delaware that Latham & Watkins, Hogan Lovells, and Wachtell, Lipton, Rosen & Katz collectively billed Mallinckrodt for that sum in the 90 days prior to a prepackaged bankruptcy that began on August 28, 2023. Some lawyers from those firms are billing the debtor at more than $2,000 per hour. Mallinckrodt, based in suburban St. Louis and Dublin, Ireland, is also being represented by lawyers from Irish law firm Arthur Cox and Delaware’s Richards, Layton & Finger. A spokeswoman for Mallinckrodt, whose chief legal officer is Mark Tyndall, declined to comment about the company’s legal fees. The company's proposed restructuring plan seeks to slash its funded debt by $1.9 billion and grant a one-time $250 million payment to opioid victims, thereby trimming by $1 billion a deal that Mallinckrodt reached last year to resolve its opioid crisis liabilities with US states, hospitals, and individuals. Mallinckrodt already paid $450 million into a trust for opioid plaintiffs after emerging last year from a prior bankruptcy proceeding it began in 2020. Latham, lead bankruptcy counsel to Mallinckrodt, disclosed Wednesday that it received fee advances totaling almost $12.4 million during the 90-day period prior to the company's Chapter 11 filing. Latham is granting Mallinckrodt a 7% discount on some intellectual property matters unrelated to its bankruptcy. Another filing by Latham noted that partners from the firm are billing between $1,360 to $2,230 per hour for their services, while associates and counsel are clocking in between $705 to $1,690 per hour. Latham, which has represented the company since 2014, took the lead for Mallinckrodt on the deal that smoothed the way for its contentious Chapter 11 exit last year. Wachtell, special finance and corporate counsel to Mallinckrodt, disclosed payments and retainers from the company totaling nearly $7.4 million in the run-up to its second insolvency. Wachtell partners, of counsel, and counsel are billing between $1,500 to $2,100 per hour, while associates at the firm range from $800 to $975 per hour for Mallinckrodt-related work, according to its filing. Hogan Lovells received more than $1.9 million in payments and retainers from Mallinckrodt for its work as investigation, litigation, and regulatory counsel to the company. Hogan Lovells partners and counsel are billing between $810 and $1,905 per hour with associates from the firm ranging between $550 to $1,130 per hour, according to its filing in the case. Richards Layton, which is serving as local bankruptcy counsel to Mallinckrodt, hasn't yet submitted billing statements with the court. The Delaware firm’s counsel and partners are billing between $850 and $1,325 per hour and its associates at rates ranging from $495 to $750 per hour, according to its filing. Gibson, Dunn & Crutcher and Paul, Weiss, Rifkind, Wharton & Garrison are representing first- and second-lien creditors in Mallinckrodt's bankruptcy, while a group of noteholders have turned to Davis Polk & Wardwell for counsel. Mallinckrodt's most recent proxy statement shows that it paid more than $3.1 million in total compensation to its top lawyer, Tyndall, in 2022. Henriette Nielsen, the company's chief transformation officer and a former general counsel at Actavis Inc., received a pay package of nearly $2.1 million. Nielsen and Tyndall became part of Mallinckrodt's revamped C-suite in August 2022. Tyndall took over from Mallinckrodt's longtime former legal chief, Mark Casey, who left the company in September 2022. Casey announced last month that he's become the new top lawyer for Bryn Pharma LLC, a privately held pharmaceutical company co-founded by former private equity lawyer Steven Hartman. Bryn Pharma hired another former Mallinckrodt executive, Sandy Loreaux, earlier this year to serve as its new chief executive officer. Mallinckrodt's most recent bankruptcy case is Mallinckrodt PLC, No. 23-bk-11258, District of Delaware. About Mallinckrodt plc Mallinckrodt plc is global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Bryan M. Reasons, authorized signatory, signed the petition. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. MCCONNELL SAND: Unsecured Creditors to Split $100K over 3 Years --------------------------------------------------------------- McConnell Sand and Stone, LLC, filed with the U.S. Bankruptcy Court for the Western District of Michigan a Subchapter V Plan of Reorganization dated September 18, 2023. The Debtor is an LLC that provides sand and stone removal services for various companies in Michigan and Ohio. Richard Jackson is the owner operator and sole company insider. The Debtor's financial projections show that the Debtor will have projected disposable income in the amount sufficient to meet the requirements of this Plan. Post petition the Debtor has taken numerous steps to improve its bottom line. * Surrendered a 2020 Peterbilt Truck to reduce plan debt service. * Rejected an unprofitable service contract with one of its quarries. * The Debtor has been profitable post petition in amounts necessary to meet plan obligations and support the Debtor's plan projections. Class 10 consists of Unsecured Creditors. The amounts owed to unsecured creditors from all sources total $1,165,741.60. This Class shall be paid the sum of $100,000 over the life of the Plan. These creditors will receive their plan payments in 3 annual installments with the first yearly installment in the amount of $33,333.34 due 3 years from the date of confirmation. The claim is impaired. A full-text copy of the Subchapter V Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=Jv3dLF from PacerMonitor.com at no charge. Debtor's Counsel: George E. Jacobs, Esq. 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.com About McConnell Sand and Stone McConnell Sand and Stone, LLC, is an LLC that provides sand and stone removal services for various companies in Michigan and Ohio. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Mich. Case No. 23-90058) on June 19, 2023, with as much as $50,000 in assets and $500,001 to $1 million in liabilities. Thomas Richardson, Esq., at Lewis Reed and Allen, has been appointed as Subchapter V trustee. Judge Scott W. Dales oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. MILE HI TRANSPORTATION: Court OKs Cash Access Thru Oct 18 --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Mile Hi Transportation, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through October 18, 2023. The Debtor requires the use of cash collateral to pay operating expenses. As previously reported by the Troubled Company Reporter, pre-petition, on March 7, 2019, Triumph Capital Management recorded its UCC-1 with the Colorado Secretary of State on March 7, 2019 at Reception Number 20192018971. According to the Debtor's books and records, Triumph is owed approximately $110,000 as of the date of the motion. In addition to Triumph, SOS Capital, LLC also asserts a security interest in all of the assets of the Debtor. Upon information and belief, SOS recorded its UCC-1 with the Colorado Secretary of State on January 3, 2023 at Reception Number 20232000123. According to the Debtor's books and records, SOS is owed approximately the sum of $325,000 as of the date of the motion. As adequate protection, the Debtor will provide the Secured Creditors with a post-petition lien on all post-petition accounts receivable and income derived from the operation of the business and assets, to the extent that the use of the cash results in a decrease in the value of the Secured Creditors' interest in the collateral pursuant to 11 U.S.C. section 361(2). All replacement liens will hold the same relative priority to assets as did the pre-petition liens. A final hearing on the matter is set for October 18 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=dVW335 from PacerMonitor.com. About Mile Hi Transportation, LLC Mile Hi Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14054) on September 8, 2023. In the petition signed by Jesse Trujillo, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Thomas B. Mcnamara oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. MITCHELL GOLD: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of The Mitchell Gold Co., LLC and its affiliates. The committee members are: 1. Merchant eSolutions, Inc. Attn: Brian Hartman, CFO 1150 Sanctuary Parkway, Suite 300 Alpharetta, GA 30009 Phone: (914) 772-1886 Email: BHartman@MerchantE.com 2. Carolina Casting, Inc. Attn: Michael Goldman, President P.O. Box 7091 High Point, NC 27264 Phone: (336) 382-1795 Email: mike@carolinacasting.com 3. Brookfield Properties Retail Inc. Attn: Julie Bowden, National Bankruptcy Director 350 N. Orleans St., Suite 300 Chicago, IL 60654-1607 Phone: (312) 960-2707 Email: julie.bowden@bpretail.com 4. Carpenter Co. Attn: David Sayre, Director of Credit 5016 Monument Ave Richmond, VA 23230 Phone: (804) 301-0592 Email: david.sayre@carpenter.com 5. JB Hunt Transport Inc. Attn: Erica Hayes, Sr. Credit Analyst 615 JB Hunt Corp. Dr. Lowell, AR 72745 Phone: (479) 419-3500 Email: erica.hayes@jbhunt.com 6. Connexus Resource Group dba Global Response Attn: Robert Lewis, CFO 792 E. 280 St. American Fork, UT 84003 Phone: (801) 785-1091 7. Mr. Stanley White c/o Stuart J. Miller, Esq. Lankenau & Miller LLP 100 Church Street, 8th Floor New York, NY 10007 Phone: (212) 581-5005 Email: stuart@lankmill.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Mitchell Gold The Mitchell Gold Co., LLC produces and markets home furnishing products, including sofas, desks, room dividers, tables, rugs, bed linens, lighting products, and accessories. On Sept. 6, 2023, The Mitchell Gold Co., LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Lead Case No. 23-11385). The petitions were signed by David Rogalski as chief financial officer. The case is pending before Judge Laurie Selber Silverstein. The Debtor listed $10 million to $50 million in estimated assets and $10 million to $50 million estimated liabilities. The Debtor tapped Morris, Nichols, Arsht & Tunnell LLP as bankruptcy counsel. Rose Law Firm, a Professional Corporation, is the Debtor's corporate counsel. Lowenstein Sandler is the Debtor's special litigation counsel. Riveron RTS, LLC is the Debtor's financial advisor and consultant. Stump & Company is the Debtor's financial advisor and consultant. MRC GLOBAL: S&P Downgrades ICR to 'B-' on Upcoming Term Loan ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating to 'B-' from 'B' and removed all of its ratings on MRC Global (US) Inc. from CreditWatch, where S&P placed them with negative implications on May 3, 2023. S&P said, "At the same time, we lowered our issue level rating on the company's existing term loan to 'B-' from 'B'. The '3' recovery rating reflects our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. "The developing outlook reflects our view that we could raise or lower the ratings on MRC within the next twelve months depending on how the company ultimately addresses its upcoming term loan maturity." S&P said, "MRC's term loan has become current, heightening its credit risk. Following the postponement of its refinancing efforts in May of this year due to litigation, MRC's credit risk is now heightened in our view given the loan is now current, and since we believe ongoing litigation may make refinancing within the year more challenging. While we believe availability under the company's ABL facility, along with its cash generation, would be sufficient to repay the term loan at maturity, we view addressing the term loan maturity largely through ABL borrowings as leading to heightened liquidity risk since this would reduce MRC's liquidity buffer. Further, the remaining availability under the ABL would be vulnerable to inherent volatility in MRC's energy and general industrial end markets, which can lead to reductions in the ABL facility's borrowing base and availability. As of June 30, 2023, MRC maintained ABL availability of about $599 million, which would be sufficient to cover the $295 million term loan B maturity while maintaining some liquidity buffer under current market conditions. "We continue to view the company's operating performance as supportive of a successful refinancing.Our forecast for an increase in MRC's S&P Global Ratings-adjusted EBITDA this year and into 2024, along with good unadjusted free operating cash flow (FOCF) generation of about $75 million in 2023 and between $110 million and $130 million in 2024, will translate to S&P Global Ratings-adjusted leverage of about 3x (including the company's $355 million of preferred stock in our measure of debt). Notwithstanding outstanding litigation risks, we believe this level of adjusted leverage, and operating performance should support a successful refinancing. While we highlight the risk of volatility in the MRC's ABL borrowing base, we also note that its cash flow is typically countercyclical. Therefore, we would expect increased FOCF generation, at least initially, if its end-market demand begins to deteriorate. "The developing outlook reflects our view that we could raise or lower the ratings on MRC within the next twelve months depending on how the company ultimately addresses its upcoming term loan maturity. "We could lower ratings if the company is unable to facilitate a successful refinancing or repayment of its term loan without the need to rely heavily on its ABL facility. In the event the ABL is utilized, it could result in heightened liquidity risk given the potential for the borrowing base to fluctuate in weaker operating conditions. We could also lower ratings if credit metrics deteriorate to the point that we view the capital structure as unsustainable. "We could raise our rating on MRC if it successfully refinances or repays its upcoming 2024 term loan maturity without heavily relying on ABL borrowings, given the associated heightened liquidity risks. Under this scenario, we would expect the company to secure a longer-term solution to the capital structure. Before raising our rating, we would also want to ensure the company's S&P Global Ratings-adjusted debt to EBITDA remains below 4x, in line with our current forecast." MV REALTY PBC: Voluntary Chapter 11 Case Summary ------------------------------------------------ Thirty-six affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MV Realty PBC, LLC (Lead Case) 23-17590 851 Broken Sound Parkway Suite 140 Boca Raton, FL 33487 MV Realty Holdings, LLC 23-17591 MV Receivables II, LLC 23-17592 MV Receivables III, LLC 23-17593 MV Realty PBC, LLC - Georgia 23-17594 MV Realty of North Carolina, LLC 23-17595 MV Realty PBC, LLC - Pennsylvania 23-17596 MV Realty of Arizona, LLC 23-17597 MV Realty of California 23-17598 MV Realty of Texas, LLC 23-17599 MV Realty of South Carolina, LLC 23-17600 MV Realty of Colorado, LLC 23-17601 MV Realty of Maryland, LLC 23-17602 MV Realty of New Jersey, LLC 23-17603 MV Realty of Nevada, LLC 23-17604 MV Realty of Ohio, LLC 23-17605 MV Realty of Virginia, LLC 23-17606 MV Realty of Washington, LLC 23-17607 MV Realty of Illinois, LLC 23-17608 MV of Massachusetts,LLC 23-17609 MV Realty of Alabama, LLC 23-17610 MV Realty of Connecticut, LLC 23-17611 MV Realty of Idaho, LLC 23-17612 MV Realty of Indiana, LLC 23-17613 MV Realty of Kansas, LLC 23-17614 MV Realty of Kentucky, LLC 23-17615 MV Realty of Louisiana, LLC 23-17616 MV Realty of Michigan, LLC 23-17617 MV Realty of Minnesota, LLC 23-17618 MV Realty of Missouri, LLC 23-17619 MV Homes of New York, LLC 23-17620 MV Realty of Oklahoma, LLC 23-17621 MV Realty of Oregon, LLC 23-17622 MV Realty of Tennessee, LLC 23-17623 MV Realty of Utah, LLC 23-17624 MV Realty of Wisconsin, LLC 23-17625 Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Florida Judge: Hon. Erik P. Kimball Debtors' Counsel: Michael D. Seese, Esq. SEESE, P.A. 101 N.E. 3rd Avenue Suite 1500 Fort Lauderdale, FL 33301 Phone: 954-745-5897 Email: mseese@seeselaw.com MV Realty PBC's Estimated Assets: $10 million to $50 million MV Realty PBC's Estimated Liabilities: $50 million to $100 million The petitions were signed by Antony Mitchell as authorized party. The Debtors failed to include in the petitions lists of their 20 largest unsecured creditors. A full-text copy of MV Realty PBC, LLC's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4IP4CAQ/MV_Realty_PBC_LLC__flsbke-23-17590__0001.0.pdf?mcid=tGE4TAMA NASHVILLE SENIOR CARE: Court OKs $2.85MM DIP Loan from UMB Bank --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, authorized Nashville Senior Care, LLC and debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors have requested that UMB Bank, N.A. provide Initial DIP Loans of up to an aggregate amount of $2.85 million, which amount includes $1.350 million advanced in connection with a Bridge Loan. The funds will be used by the Debtors solely to the extent provided in the Budget. At the expiration of the Interim Order, the DIP Lender, subject to entry of the Final Order in a form acceptable to the DIP Lender, will continue to advance funds through additional DIP loans up to an aggregate amount of up to $5.35 million. The Debtors are required to comply with these milestones: (i) On Tuesday of each week (or such other day as may be agreed upon by the Parties), the Debtors will make available representatives reasonably acceptable to the DIP Lender and the Trustee for a telephone conference call with the DIP Lender, the Trustee, holders of the Bonds who have executed a confidentiality agreement with the Debtors, and their respective agents, advisors and/or representatives to discuss the cash flows and operations of the Facilities, including the Debtors' compliance with the Budget, the status of the sale process with respect to the sale of substantially all of the Debtors' assets, and such other matters as are relevant or are reasonably requested by the DIP Lender and the Trustee; (ii) On or before September 20, 2023, an order on the bid procedures and sale motion, in form and substance reasonably acceptable to the Trustee, will be entered; (iii) Each sale milestone set forth in any Bid Procedures Order will constitute a Bankruptcy Milestone for purposes of this Final Order; (iv) On or before September 20, 2023, the Final Order on the Motion will be entered; and (v) On Thursday of each week -- or such other day as may be agreed upon by the Parties -- the Debtors will make available representatives reasonably acceptable to the Committee for a telephone conference call with the Committee, and their respective agents, advisors and/or representatives to discuss the cash flows and operations of the Facilities. The Debtors admit, stipulate, and agree that each of the Debtors is an Obligated Group Member. The Debtors admit, stipulate, and agree that the Obligated Group Members are obligated to UMB Bank, N.A., as successor bond trustee, for the benefit of the beneficial holders of these series of revenue bonds: (i) Highlands County Health Facilities Authority (Florida) Senior Living Revenue Bonds (Trousdale Foundation Properties), Senior Series 2018A and Subordinate Series 2018B-2; (ii) County of Montgomery, Ohio Senior Living Revenue Bonds (Trousdale Foundation Properties), Senior Series 2018A and Subordinate Series 2018B-2; (iii) The Health and Educational Facilities Board of the Metropolitan Government of Nashville and Davidson County, Tennessee Senior Living Revenue Bonds (Trousdale Foundation Properties), Senior Series 2018A and Subordinate Series 2018B-1 and 2018B-2. The Bonds were issued pursuant to: (i) with respect to the Florida Bonds, the Bond Trust Indenture dated as of September 1, 2018, between Highlands County Health Facilities Authority and the Bond Trustee; (ii) with respect to the Ohio Bonds, the Bond Trust Indenture dated as of September 1, 2018, between County of Montgomery, Ohio and the Bond Trustee; (iii) with respect to the Tennessee Bonds, the Bond Trust Indenture dated as of September 1, 2018, between The Health and Educational Facilities Board of the Metropolitan Government of Nashville and Davidson County, Tennessee and the Bond Trustee; and (iv) with respect to the Corporate Taxable Bonds, the Taxable Bond Indenture dated as of September 1, 2018, between Trousdale Issuer, LLC and the Bond Trustee. The Debtors admit that as of the Petition Date, the amounts due and owing by the Obligated Group Members with respect to the Bonds and the obligations under the Bond Documents are: (i) Unpaid principal on the Bonds in the aggregate amount of $190.1 million, consisting of $39.470 million in principal amount of Florida Bonds, $74.4 million in principal amount of Ohio Bonds, $65.3 million in principal amount of Tennessee Bonds, and $10.930 million in principal amount of Corporate Taxable Bonds; (ii) Accrued but unpaid interest on the Bonds in the aggregate amount, as of August 1, 2023, of $22.773 million, consisting of $4.5 million in accrued interest on the Florida Bonds, $9.2 million in accrued interest on the Ohio Bonds, $8 million in accrued interest on the Tennessee Bonds, and $1.302 million in accrued interest on the Corporate Taxable Bonds; and (iii) Unliquidated, accrued and unpaid fees and expenses of the Trustee and its professionals incurred through the Petition Date. Such amounts, when liquidated, will be added to the aggregate amount of the Bond Claim. Prior to the Petition Date, the Debtors experienced an acute liquidity crisis by which they required sufficient funds to operate in the weeks leading up to filing the Chapter 11 Cases. The Debtors approached the Trustee on behalf of the holders of the Bonds and requested an emergency loan sufficient to fund the acute liquidity needs of the Debtors with respect to the period from July 12, 2023, through the Petition Date. The Trustee agreed to provide an emergency loan in the aggregate amount of up to $1.350 million to bridge the Debtors into an orderly commencement of the Chapter 11 Cases. The Bridge Loan is evidenced by the Agreement to Advance dated as of July 12, 2023, as the same has been or may be amended, amended or restated, or otherwise modified from time to time, in the aggregate amount of $1.350 million. As adequate protection solely for any diminution in the value of the Pre-Petition Collateral, the Trustee will continue to have valid, binding, enforceable and perfected additional and replacement mortgages, pledges, liens and security interests in all Post-Petition Collateral and the proceeds, rents, products and profits therefrom, whether acquired or arising before or after the Petition Date, to the same extent, priority and validity that existed as of the Petition Date. As additional adequate protection, the Trustee will have a valid, perfected and enforceable continuing supplemental lien on, and security interest in, all of the assets of the Debtors. As additional adequate protection solely for any Diminution, the Trustee will receive a superpriority expense claim allowed under 11 U.S.C. section 507(b) against all assets of the Debtors' estates. The events that constitute an "Event of Default" include: (i) The failure to make payments on the DIP Loans (including interest payments) or amounts due under the DIP Credit Agreement as and when due; (ii) The failure of the Debtors to pay all of their administrative expenses in full in accordance with and subject to the terms as provided for in the Budget; (iii) The Final Order becomes stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the DIP Lender and the Trustee; (iv) Failure to meet any of the Bankruptcy Milestones or other covenants set forth in the Final Order; and (v) The Bid Procedures Order becomes stayed, reversed, vacated, amended or otherwise modified in any respect without the prior written consent of the Trustee and the DIP Lender. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=IACp0m from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $1,408,231 for the week starting September 25 , 2023; $1,851,090 for the week starting October 2, 2023; $920,972 for the week starting October 9, 2023; $1,365,377 for the week starting October 16, 2023; $900,464 for the week starting October 23, 2023; and $1,953,207 for the week starting October 30, 2023; About Nashville Senior Care, LLC Nashville Senior Care, LLC and affiliates are comprised of five senior living communities and one Medicare-certified home health agency affiliated with the Trousdale Foundation. All of the real estate associated with the senior living communities is owned by the Companies. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Lead Case No. 23-02924) on August 14, 2023. In the petition signed by Thomas Johnson, executive director, the Debtor disclosed up to $100 million in assets and up to $500 million in liabilities. Judge Marian F. Harrison oversees the case. The Debtors tapped McDonald Hopkins LLC as general bankruptcy counsel, EmergeLaw, PLC as co-counsel, Houlihan Lokey Capital, Inc., as investment banker, and Stretto, Inc. as notice, claims and balloting agent. NOBLE HOUSE: Gets OK to Sell Assets by Auction ---------------------------------------------- Noble House Home Furnishings, LLC and its affiliates received approval from the U.S. Bankruptcy Court for the Southern District of Texas to sell most of their assets to GigaCloud Technology Inc. or another buyer with a better offer. In his order, Judge Christopher Lopez said that the stalking horse purchase agreement between Noble House and the buyer was "negotiated in good faith and at arm's-length." "The stalking horse purchase agreement represents the highest or otherwise best offer that the debtors have received to date for the property," the bankruptcy judge said. GigaCloud offered $85 million for the assets, plus an additional $4.1 million to be allocated to Banc of America Leasing & Capital, LLC. It also offered to assume the companies' liabilities. The sale of the assets to GigaCloud is subject to a bidding process, which Judge Lopez also approved. Under the bidding process, potential buyers have until Oct. 18 to submit their bids. An auction will be conducted via remote video on Oct. 23, at 10:00 a.m. (prevailing Central Time). GigaCloud will serve as the stalking horse bidder at the auction. In the event GigaCloud is not selected as the winning bidder, the company will receive a break-up fee of $3.4 million and expense reimbursement of up to $550,000. A court hearing to consider the sale of the companies' assets to the winning bidder is set for Oct. 25. Objections to the sale are due by Oct. 24. About Noble House Home Furnishing Noble House Home Furnishing LLC and affiliates are distributors, manufacturers and retailers of indoor and outdoor home furnishings with distribution throughout e-commerce channels including partners such as Amazon, WalMart, Costco, Wayfair, Overstock, Target and Home Depot, fulfilling direct to consumer orders from its distribution centers. Family-owned since its founding in 1992, Noble House and its affiliated entities design, market and sell products under several brands including Christopher Knight Home, NobleHouse, LePouf, OkiOki, Best Selling, and GDFStudio. They also sell through wholesale channels, primarily to the Big Box retailers like TJMaxx, Home Goods, Marshalls, Ross Stores and others. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90773) on September 11, 2023. In the petition signed by Gayla Bella, chief financial officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as legal counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. Lincoln Partners Advisors, LLC, serves as investment banker. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq., at Morgan, Lewis & Bockius, LLP. NUOVO CIAO-DI: Selling Condo Units to Greenwich Development ----------------------------------------------------------- Nuovo Ciao-Di, LLC asked the U.S. Bankruptcy Court for the Southern District of New York to approve the sale of its real properties to Greenwich Development LLC, a New York Corporation. Greenwich offered $9.05 million for the properties comprised of two condominium units located at 350 6th Avenue, New York. The properties will be sold "free and clear" of liens and liabilities, according to the sale contract between Nuovo Ciao-Di and the buyer. The deal requires Greenwich to place a deposit of $452,500 upon issuance of a sale order and to obtain a no action letter from the New York Attorney General's Office as a condition of closing. There is a 90-day period from the date of the sale order to satisfy the contingencies set forth in the contract. Should the contingencies not be satisfied, Greenwich may terminate the Contract and Nuovo Ciao-Di will return the deposit. Moreover, if Nuovo Ciao-Di does not cooperate in obtaining the necessary approvals, the buyer may cancel the sale. A sale hearing is scheduled for Oct. 16. Objections are due by Oct. 9. About Nuovo Ciao-Di Nuovo Ciao-Di, LLC filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 23-10068) on Jan. 20, 2023, with $10 million to $50 million in both assets and liabilities. Michael Rainero, manager, signed the petition. Judge John P. Mastando III oversees the case. H. Bruce Bronson, Jr., Esq., at Bronson Law Offices, PC serves as Nuovo Ciao-Di's counsel. On May 23, 2023, DCC Vigilant LLC, a creditor, filed its proposed Chapter 11 plan of liquidation for Nuovo Ciao-Di. OCEANEERING INTERNATIONAL: S&P Rates $200MM Sr. Notes Add-On 'BB-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to Oceaneering International Inc.'s proposed $200 million add-on to its $300 million senior notes due in 2028. S&P views the transaction as deleveraging pro-forma the recently announced cash tender offer of its $400 million, 4.65% senior notes due 2024, funded with a combination of the proposed note offering and $200 million of cash on hand. Assuming the tender offer is completed as expected, pro-forma leverage would likely be viewed favorably against our upgrade threshold of 45% funds from operation (FFO) to debt. S&P will evaluate the results of the tender offer once completed and expect to review the rating at the close of the transaction. The cash tender offer for its $400 million, 4.65% senior notes due in 2024 will be funded by the proposed $200 million add-on debt and $200 million of cash on hand from its high cash balance of $504 million at June 30, 2023. The cash tender offer expires Sept. 26, 2023, and is not conditioned upon any minimum amount of notes tendered. S&P expects Oceaneering will use the proceeds from the add-on for debt reduction, or for general corporate purposes if it fails to consummate the tender offer or the tendered amount is immaterial. S&P's positive outlook on Oceaneering reflects its improving credit metrics and the favorable demand environment for offshore drilling. It believes the tender offer demonstrates management's commitment to managing its debt load. ISSUE RATINGS - RECOVERY ANALYSIS S&P said, "The '3' recovery rating is in-line with our existing recovery rating. Since the tender offer has not closed, we do not net tender proceeds against debt. If the transaction closes as expected, our recovery estimate would likely return to 65% (50%-70%; capped), reflecting our unsecured debt cap when the issuer rating is in the 'BB' category." Key analytical factors -- S&P's hypothetical default scenario considers sustained weak commodity prices and low demand for offshore drilling services, leading to a payment default in 2027. -- S&P bases its enterprise value calculation on Oceaneering's net asset value as of June 30, 2023. S&P assumes a default during a severe industry downturn would lower the value of the company's assets about 50%. -- S&P does not assume any reduction in Oceaneering's 2024 notes since its tender offer is not yet complete. -- S&P assumes the company's secured revolving credit facility is 85% drawn at the time of default. Simulated default assumptions Simulated year of default: 2027 Bankruptcy-related administrative costs: 5% Simplified waterfall -- Net enterprise value (after 5% administrative costs): $740 million -- Senior secured claims: $190 million --Recovery expectations: Not applicable -- Total value available to unsecured claims: $551 million -- Senior unsecured claims: $924 million --Recovery expectations: 50%-70% (rounded estimate: 55%) All debt amounts include six months of prepetition interest. OFF LEASE ONLY: Wins Cash Collateral Access Thru Sept 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Off Lease Only LLC, Off Lease Only Parent LLC, and Colo Real Estate Holdings LLC to use cash collateral on an interim basis in accordance with the budget, through September 30, 2023. The Debtors require the use of cash collateral to facilitate the full wind-down of their operations, transfer the Ally Collateral to the Ally Parties for liquidation and sale, and administer the Chapter 11 Cases. The Debtors' capital structure consists of outstanding funded debt obligations in the aggregate principal amount of approximately $138.654 million, comprised of (i) approximately $67.4 million outstanding pursuant to the Floorplan Agreement; (ii) $5 million in principal outstanding pursuant to the Spirit Note; (iii) $13.450 million in principal outstanding pursuant to the Katy Loan Agreement; and (iv) $52.9 million in principal and paid-in-kind interest outstanding pursuant to the Cerberus Note. Off Lease Only LLC, as borrower, Off Lease Only Parent LLC, as guarantor, and Ally Bank and Ally Financial are party to the Master Wholesale Agreement, dated as of October 11, 2010. Pursuant to the Floorplan Agreement, Ally financed the Debtors' acquisition of the majority of their inventory through a $180 million line of credit. Pursuant to the Floorplan Agreement, Ally also holds $10 million of the Debtors cash as restricted cash. OLO, as borrower, Parent, as guarantor, and Spirit Realty, L.P. as lender are party to the Loan Agreement, dated as of March 25, 2022, pursuant to which Spirit provided a $13.45 million construction loan for use in constructing a new dealership in Katy TX. In addition, OLO, as maker, Parent, as guarantor, and Spirit, as holder, are party to the Promissory Note, dated as of May 17, 2023 pursuant to which OLO issued a $5 million promissory note to Spirit. The obligations pursuant to the Spirit Note are unsecured. Parent, as maker, OLO and Colo Real Estate Holdings LLC, as guarantors, and Cerberus Off Lease Only LLC, as holder, are party to that certain Promissory Note, dated as of August 5, 2022. The principal amount of the Cerberus Note is approximately $46.7 million, and as of the Petition Date, $52.9 million in principal and paid-in-kind interest are outstanding. As adequate protection, the Prepetition Secured Parties are granted continuing, valid, binding, enforceable, and perfected Liens, which will be senior in priority to the Prepetition Lien held by the applicable Prepetition Secured Party, upon the Prepetition Secured Party's Prepetition Collateral. The Adequate Protection Liens will be subject to the Carve Out and, with respect to the Prepetition Secured Parties, will have the same priority as such Prepetition Secured Parties enjoyed with respect to the Prepetition Collateral. The Adequate Protection Liens will be junior only to the Carve Out and the Permitted Prior Liens. The Adequate Protection Liens will be senior to all other security interests in, liens on, or claims against any of the Debtors' assets that constitute Prepetition Collateral. To the extent of any Diminution in Value of their respective interests in the Prepetition Collateral, and subject in all respects to the Carve Out, the Prepetition Parties are granted allowed superpriority administrative expense claims in each of the Chapter 11 Cases and any Successor Cases. The Adequate Protection Superpriority Claims will have priority over all administrative expense claims and unsecured claims against the Debtors or their estates. The "Carve Out" means the sum of (i) all fees required to be paid to the Clerk of the Court and to the Office of the U.S. Trustee under Section 1930(a) of U.S.C. 28 plus interest at the statutory rate; (ii) all reasonable fees and expenses up to $25,000 incurred by a trustee under 11 U.S.C. Section 726(b); and (iii) to the extent allowed at any time, whether by interim order, procedural order, or otherwise, all accrued and unpaid fees, disbursements, costs and expenses incurred by persons or firms retained by the Debtors pursuant to 11 U.S.C. Sections 327, 328, or 363, pursuant to 11 U.S.C. Sections 328 or 1103; provided, however, nothing in the Interim Order will be construed to impair the ability of any party to object to any fees, expenses, reimbursement or compensation sought by any such professionals or any other person or entity. The events that constitute an "Event of Default" include: (i) the Debtors' failure to perform any of their obligations under the Interim Order or with respect to the Transition Stipulation; (ii) upon the Debtors' delivery of the weekly financial report, the amount of the Debtors actual disbursements (whether operating disbursements or restructuring costs) for any line item exceeding the amount of such projected disburse ment for that line item (whether operating disbursements or restructuring costs) set forth in the Budget since the Petition Date; (iii) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases to chapter 7 or the Debtors’ application for any such dismissal or conversion; and (iv) the appointment of a chapter 11 trustee or examiner with expanded powers in any of the Chapter 11 Cases. A final hearing on the matter is set for September 26 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=pxtjGu from PacerMonitor.com. About Off Lease Only LLC Prior to the Petition Date, Off Lease Only LLC and affiliates were used car retailer, operating dealerships. The Company operated five used car dealerships in Florida and one in Texas. However, the Company sold cars to customers throughout the US. The Company ceased operations shortly before the Petition Date and intends to wind down its business and allow its floorplan lender to collect the vehicles securing its loan during the Chapter 11 Cases. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11388) on September 7, 2023. In the petition signed by Leland Wilson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the case. The Debtors tapped Prokkauer Rose LL and Pachulski Stang Ziehl & Jones LLp as co-counsel, FTI Consulting, Inc. as financial advisor, Bofa Securities, Inc. as investment banker, and Stretto, Inc. as claims and noticing agent and administrative advisor. ORBITAL INFRASTRUCTURE: Alter Domus, Streeterville DIP Loans OK'd ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Orbital Infrastructure Group, Inc. and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. The Debtors obtained a senior secured, superpriority and priming debtor-in-possession term loan credit facility, subject to the terms and conditions set forth in a Superpriority Senior Secured Debtor-in-Possession Credit Agreement, in an aggregate principal amount of up to $7.5 million, of which: (a) $2.5 million will be available immediately upon entry of the Interim Order; and (b) $5 million will be available subject to certain outlined in the Front Line DIP Credit Agreement, by and among the Borrower, Front Line Power Construction, LLC and the other Front Line Debtor DIP Guarantors , as guarantors, the several financial institutions or other entities from time to time party thereto as "Lenders", and Alter Domus (US) LLC, as administrative agent and collateral agent. The Debtors also obtained a senior secured, superpriority and priming debtor-in-possession term loan credit facility, subject to the terms and conditions set forth in a Superpriority Senior Secured Streeterville Debtor-in-Possession Credit Agreement, in an aggregate principal amount of up to $7.5 million, of which: (a) $2.5 million will be available immediately upon entry of the Interim Order; and (b) $5 million will be available subject to certain conditions outlined in the Streeterville DIP Credit Agreement, by and among the Borrower, the Streeterville Debtor DIP Guarantors, as guarantors, Streeterville Capital, LLC as Lender. The Front Line DIP Credit Agreement and the Streeterville DIP Credit Agreement mature through the earliest of (a) the Scheduled Maturity Date, (b) the effective date of any plan for the reorganization of the Borrowers or any other Debtor under Chapter 11 of the Bankruptcy Code, (c) the consummation of a sale or other disposition of all or substantially all of the equity interests of Front Line under section 363 of the Bankruptcy Code, (d) the consummation of a sale or other disposition of all or substantially all of the assets of the Debtors under section 363 of the Bankruptcy Code, (e) the date of acceleration of the Term Loans and the termination of unused Commitments with respect to the DIP Facility in accordance with the terms of this Agreement upon and during the continuance of an Event of Default and (f) the date that is 30 days after the Petition Date, unless the Final Order Entry Date has occurred on or prior to such date. The Debtors are required to comply with these milestones: (i) After entry thereof, with all of the requirements and obligations set forth in the Orders and the Cash Management Order, as each such order is amended and in effect from time to time in accordance with the Agreements; (ii) After entry thereof, with each order of the type referred to in clause (b) of the definition of "Approved Bankruptcy Court Order", as each such order is amended and in effect in accordance with this Agreement; and (iii) after entry thereof, with the orders (to the extent not covered by subclause (i); or (iii) Approval of the Debtors' "first day" and "second day" relief and any pleadings seeking to establish material procedures for administration of the Cases or approving significant or material outside the ordinary course of business transactions and all obtained in the Cases, as each such order is amended and in effect in accordance with the Agreements. The Debtors have an immediate and critical need to obtain the DIP Financing and to use Prepetition Collateral and cash collateral in order to permit, among other things, the orderly continuation of the operation of their businesses, to maintain business relationships with vendors, suppliers and customers, to make payroll, to make capital expenditures, to satisfy other working capital and operational needs and to fund expenses of the Chapter 11 Cases. $115MM Front Line Loan As of the Petition Date, the Debtors owe an aggregate principal amount of not less than $115.2 million under the Prepetition Front Line Credit Agreement, dated as of November 17, 2021, by and among: (a) Front Line, as borrower; (b) Eclipse Foundation Group, Inc., the Company, Gibson Technical Services, Inc., Orbital Power, Inc., IMMCO, Inc., Full Moon Telecom, LLC, Orbital Solar Services, LLC, Orbital Gas Systems, Ltd., CUI Holdings Inc. and CUI Properties, LLC, as guarantors; (c) the lenders from time to time party thereto; and (d) Alter Domus (US) LLC, as administrative agent and collateral agent. $9.5MM Front Line Intercompany Note As of the Petition Date, OIG owes not less than $9.5 million under a secured Intercompany Note, dated as of November 7, 2022, with Front Line, as holder. $30MM Johnson Note As of the Petition Date, OIG owes not less than $30 million in outstanding principal amount under an Amended and Restated Secured Promissory Note Due August 31, 2023, dated May 26, 2023 by and among (a) the Company, as borrower and (b) Kurt A. Johnson, Jr., as holder. Pursuant to the Guaranty, dated as of May 26, 2023, by and between Front Line, and the Holder, and as acknowledged by Alter Domus (US) LLC, as Administrative Agent and Collateral Agent to the Lenders, Front Line and the other Prepetition Front Line Guarantors guaranteed the Prepetition Secured Promissory Note Debt. $89MM Streeterville Note As of the Petition Date, the Debtors owe not less than $89 million in outstanding principal amount under a Secured Promissory Note, dated as of March 6, 2023, and that Amended and Restated Forbearance and Line of Credit Agreement, dated as of March 6, 2023, by and among (a) either the Company, or the Company and GTS and (b) Streeterville. The Company, GTS, Orbital Power, IMMCO, Coax Fiber Solutions, Inc., a Georgia corporation, Full Moon, and Orbital Solar, guaranteed the Obligations. Adequate Protection As adequate protection for the use of cash collateral, the Prepetition Front Line Agent, for itself and for the benefit of the other Prepetition Front Line Secured Parties, are granted a valid, perfected replacement security interest in and lien upon all of the Front Line DIP Collateral. Without duplication of the Front Line Adequate Protection Liens, the Prepetition Promissory Note Holder is granted in the amount of its respective Adequate Protection Claims, a valid, perfected replacement security interest in and lien upon the Prepetition Front Line Equity Collateral, the Unencumbered Property and the General Avoidance Proceeds. The Prepetition Streeterville Lender is granted a valid, perfected replacement security interest in and lien upon all of the Streeterville DIP Collateral. Solely to the extent that the Prepetition Secured Intercompany Note Liens were senior to the Prepetition Streeterville Liens as of the Petition Date, Front Line, as holder of the Prepetition Secured Intercompany Note, is granted, in the amount of its respective Adequate Protection Claims, a valid, perfected replacement security interest in and lien upon the Unencumbered Property and the General Avoidance Proceeds. The Prepetition Secured Parties, as applicable, are granted, an allowed superpriority administrative expense claim as provided for in 11 U.S.C. section 507(b) in the amount of their respective Adequate Protection Claims, with priority in payment over any and all administrative expenses of the kind specified or ordered pursuant to any provision of 11 U.S.C. 507(b) Claims, which 507(b) Claims will have recourse to and be payable from all prepetition and postpetition property of the Debtors and all proceeds thereof. A copy of the order is available at https://urlcurt.com/u?l=XEgIob from PacerMonitor.com. About Orbital Infrastructure Group, Inc. Orbital Infrastructure Group, Inc. (NASDAQ: OIG) provides engineering, design, construction, and maintenance services to customers in the electric power, telecommunications, and renewable industries. It designs, installs, upgrades, repairs, and maintains electric power transmission and distribution infrastructure, and substation facilities, as well as offers emergency restoration services; and provides drilled shaft foundation construction services to the electric transmission and substation, industrial, telecommunication, and disaster restoration market sectors. Orbital Infrastructure Group, Inc. was incorporated in 1998 and is headquartered in Houston, Texas. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90763) on August 23, 2023. In the petition signed by James F. O'Neil III, chief executive officer, the Debtor disclosed $24,185,668 in assets and $225,850,276 in liabilities. Judge David R. Jones oversees the case. The Debtors tapped Haynes and Boone, LLP as legal counsel, Alvarez and Marsal North America, LLC as restructuring advisor, Moelis and Company as investment banker, and Donlin, Recano & Company, Inc. as claims, noticing, solicitation and administrative agent. Counsel to the Ad Hoc Group of Front Line Lenders are Davis Polk & Wardwell LLP and Norton Rose Fulbright US LLP. Counsel to the Front Line DIP Lenders is Davis Polk & Wardwell LLP. Counsel to Alter Domus (US) LLC, as Front Line DIP Agent and Prepetition Front Line Agent, is Holland & Knight LLP. Counsel to Streeterville Capital, LLC, as Prepetition Streeterville Lender and Streeterville DIP Lender, is Brian M. Rothschild, Esq. at Parsons Behle & Latimer. Counsel to the Prepetition Promissory Note Holder is Kane Russell Coleman Logan PC. PACKERS HOLDINGS: $1.24BB Bank Debt Trades at 39% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Packers Holdings LLC is a borrower were trading in the secondary market around 61.3 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.24 billion facility is a Term loan that is scheduled to mature on March 9, 2028. The amount is fully drawn and outstanding. Packers Holdings, LLC, known as PSSI, founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to the food processing industry in the U.S. and Canada. PDC ENERGY: Moody's Withdraws 'Ba2' CFR Following Debt Defeasance ----------------------------------------------------------------- Moody's Investors Service withdrew all of PDC Energy, Inc.'s ratings, including its Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, SGL-1 Speculative Grade Liquidity Rating (SGL), and Ba3 rating on its 2026 senior unsecured notes. The ratings were placed on review for upgrade on May 22, 2023 following the announcement of the acquisition of PDC by Chevron Corporation (Aa2 stable). The outlook was changed to rating withdrawn from rating under review. These withdrawals follow defeasance of obligations under 2026 notes in conjunction with the closing of the acquisition of PDC by Chevron Corporation. RATINGS RATIONALE PDC has fully satisfied and discharged the obligations under the 2026 notes in conjunction with the closing of the company's acquisition by Chevron Corporation. All of PDC's ratings have been withdrawn since all of its rated debt is no longer outstanding. Denver, CO-based PDC Energy, Inc. (PDC) was an independent North American exploration and production (E&P) company with operations in the Wattenberg Field in Colorado and the Delaware play of the Permian Basin in Texas. Following the closing of the acquisition by Chevron Corporation, PDC became a subsidiary of Chevron Corporation, one of the world's largest integrated oil and gas companies. PEGASUS HOME: Seeks to Hire Epiq as Administrative Advisor ---------------------------------------------------------- Pegasus Home Fashions Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Epiq Corporate Restructuring, LLC as administrative advisor. The firm will provide these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting and other administrative services, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these hourly rates: Analyst Waived IT/Programming $55 - $80 Project Managers/Consultants/Directors $80 - $180 Solicitation Consultant $185 Executive Vice President, Solicitation $195 Executives No Charge The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kate Mailloux, a senior director at Epiq Corporate Restructuring, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kate Mailloux EPIQ CORPORATE RESTRUCTURING, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (646) 282-2532 Email: kmailloux@epiqglobal.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Company offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PEGASUS HOME: Seeks to Hire SSG Advisors as Investment Banker ------------------------------------------------------------- Pegasus Home Fashions Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire SSG Advisors, LLC as investment banker. The firm will render these services: Sale Services (a) advise the Debtor on, and assist the Debtor in the preparation of, an information memorandum describing the Debtor and its management and financial status for use in discussions with prospective purchasers and assist in the due diligence process for a potential Sale Transaction; (b) assist the Debtor in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Debtor; (c) coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; (d) assist the Debtor in coordinating site visits for interested buyers and work with the management team to develop appropriate presentations for such visits; (e) solicit competitive offers from potential buyers; (f) advise and assist the Debtor in structuring the Sale Transaction, as the term is hereafter defined, negotiating the Sale Transaction agreements with potential buyers and evaluating proposals from potential buyers, including, without limitation, advising and negotiating with respect to a Sale Transaction; and (g) otherwise assist the Debtor, its attorneys and financial advisors, as necessary, through closing on a best efforts basis. Financing Services (a) prepare a financing memorandum describing the Debtor, its historical performance and prospects, including existing contracts, marketing and sales, labor force, management, and financial projections; (b) assist the Debtor in compiling a data room of any necessary and appropriate documents related to a Financing; (c) assist the Debtor in developing a list of suitable potential lenders and investors who will be contacted on a discreet and confidential basis after approval by the Debtor; (d) coordinate the execution of confidentiality agreements for potential lenders and investors wishing to review the financing memorandum; (e) assist the Debtor in coordinating site visits for interested lenders and investors and work with the management team to develop appropriate presentations for such visits; (f) solicit competitive offers from potential lenders and investors; (g) advise and assist the Debtor in structuring the Financing and negotiating the Financing Agreements; and (h) otherwise assist the Debtor and its other professionals, as necessary, through closing a Financing on a best efforts basis. The firm will be compensated as follows: (a) Initial Fee. An initial fee equal to $100,000 due upon signing the Engagement Agreement. Fifty percent of the Initial Fee shall be credited against the Sale Fee. (b) Monthly Fees. Monthly fees of $25,000 per month payable beginning Sep 1, 2023 and on the first of each month thereafter throughout the Engagement term. Fifty percent of the Monthly Fees shall be credited against the Sale Fee. (c) Sale Fee. Upon the consummation of a Sale Transaction to a stalking horse purchaser or credit bid or a qualified overbid to a stalking horse purchaser and/or credit bid as set forth in the August 21, 2023 Engagement Letter, SSG shall be entitled to a fee, payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Sale Transaction and as a direct carveout from proceeds and cash, prior in right to any pre- and post-petition secured debt, equal to the following: i. In the event that a stalking horse purchaser is identified by the Debtor and its stakeholders prior to SSG's engagement herein, or in the event of a credit bid by the secured creditors, or any of them, without a qualified overbid, then SSG's Sale Fee shall be $300,000. ii. In the event that a qualified overbid is received topping the stalking horse bid and/or credit bit, then SSG's Sale Fee shall be $450,000, plus 15 percent of Total Consideration greater than the stalking horse bid and/or credit bid. (d) Financing Fee. Upon the closing of a Financing to any party, other than the existing secured creditors, SSG shall be entitled to a fee payable in cash, in federal funds via wire transfer or certified check, at and as a condition of closing of such Financing, equal to the greater of (i) $300,000 or (ii) 1.5 percent of any Senior Debt raised from any financing source, other than existing secured creditors, plus (iii) 3 percent of and Tranche B or Traditional Subordinated Debt raised regardless of whether the Debtor chooses to draw down the full amount of the Financing. (e) In addition to the foregoing Fees, whether or not a Sale Transaction and/or Financing is consummated, SSG will be entitled to reimbursement for all of SSG's reasonable and documented out-of-pocket expenses incurred in connection with the subject matter of the Engagement Agreement. J. Scott Victor, managing director at SSG, disclosed in a court filing that she is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: J. Scott Victor SSG Advisors, LLC 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 Tel: (610) 940-1094 (610) 940-9521 Fax: (610) 940-4719 Email: jsvictor@ssgca.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Debtor offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PEGASUS HOME: Seeks to Hire Young Conaway Stargatt as Counsel ------------------------------------------------------------- Pegasus Home Fashions Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as counsel. The firm's services include: a. providing legal advice and services with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their property, the Local Rules, practices, and procedures, and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these cases; b. pursuing the sale of the Debtors' assets and approval of bid procedures related thereto; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; and e. performing all other legal services for the Debtors that may be necessary and proper in these proceedings as counsel to the Debtors in these chapter 11 cases. The firm will be paid at these rates: Michael R. Nestor, Partner $1,240 per hour Kenneth J. Enos, Partner $910 per hour S. Alexander Faris, Associate $600 per hour Kristin L. McElroy, Associate $475 per hour Emily C.S. Jones, Associate $425 per hour Beth Olivere, Paralegal $355 per hour The firm received an initial retainer in the amount of $50,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Young Conaway disclosed the following: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. Young Conaway was retained by the Debtors for restructuring work pursuant to an engagement agreement dated May 25, 2023. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in this Application, except that a customary increase of hourly rates occurred on Jan. 1, 2023; and d. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Kenneth Enos , Esq., a partner at Young Conaway Stargatt & TayloR, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kenneth J. Enos , Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Phone: (302) 576-3591 Email: kenos@ycst.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Debtor offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PEGASUS HOME: Taps Tim Boates of RAS Management as Interim CEO -------------------------------------------------------------- Pegasus Home Fashions Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire RAS Management Advisors, LLC to provide certain additional personnel and to designate Timothy Boates as Interim CEO. RAS will render these services: a. managing the day-to-day operations of the Debtors' businesses; b. directing the management of all aspects of the Debtors' operations, including all initiatives related to managing the Debtors' financial operations; c. directing the management of the obligations owed by the Debtors to creditors, including without limitation, the Debtors' lenders and trade creditors; d. evaluating the Debtors' cash and liquidity requirements and oversight/analysis of its cash flow and related financial projections; and e. coordinating the efforts of any third-party professionals, including legal and financial advisors, that may be engaged to assist with the Debtors' operations and the evaluation of any related strategic alternatives available to the Debtors. The firm will be paid as follows: Daily Hourly Timothy Boates $6,000 $600 Patrick Carew $3,500 $350 Robert Tetreault $3,500 $350 RAS received an advance payment retainer of $50,000. Timothy Boates, president of RAS, assured the court that his firm is a "disinterested person" as defined in 11 U.S.C. 101(14). The firm can be reached through: Timothy Boates, CPA 1285 Sharps Cove Roas Gurley, AL 35748 Phone: (256) 776-4989 Email: tboates@rasmanagement.com About Pegasus Home Fashions Pegasus Home Fashions Inc. manufactures house furnishing products. The Debtor offers pillows, memory foam, quilts, bedspreads, blankets, throws, sheet sets, pet beds, furniture protectors, and mattress pads. Pegasus Home Fashions serves customers in the United States. Pegasus Home Fashions sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11236) on August 24, 2023. In the petition filed by Timothy Boates, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor. PIONEER NATIONAL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pioneer National Latex Inc. 5000 E 29th Street N Wichita KS 67220 Business Description: Pioneer National is a balloon manufacturer in Whichita, Kansas. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court District of Kansas Case No.: 23-10939 Debtor's Counsel: David Prelle Eron, Esq. PRELLE ERON & BAILEY, P.A. 301 N. Main St., Suite 2000 Wichita KS 67202 Tel: (316) 262-5500 Fax: (316) 262-5559 Email: david@eronlaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Daniel A. Flynn as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2GXM56A/Pioneer_National_Latex_Inc__ksbke-23-10939__0001.0.pdf?mcid=tGE4TAMA PLYMOUTH PLACE: Fitch Affirms 'BB+' Rating on 2022 Bonds -------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on the following bonds issued by the Illinois Finance Authority on behalf of Plymouth Place: - $71,575,000 revenue bonds, series 2022 A (Plymouth Place); - $13,775,000 series 2022 B-1 (fully redeemed at 40% occupancy); - $6,900,000 series 2022 B-2 (fully redeemed at 60% occupancy); - $6,925,000 series 2022 B-3 (fully redeemed at 80% occupancy). Fitch has also affirmed at 'BB+' the Issuer Default Rating (IDR) for Plymouth Place (IL) and the 'BB+' revenue rating on the following Illinois Finance Authority bonds issued on behalf of Plymouth Place: - $23,960,000 revenue refunding bonds, series 2021A (Plymouth Place). The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Plymouth Place (IL) LT IDR BB+ Affirmed BB+ Plymouth Place (IL) /General Revenues/1 LT LT BB+ Affirmed BB+ The affirmation of the 'BB+' ratings reflects Fitch's expectation that Plymouth Place's ILU expansion project will stabilize as planned, ultimately driving increased cash flow and balance sheet growth. The project is 94% (55/58) presold. The first move-ins are expected in December of 2023, two months ahead of schedule. Fitch expects the approximately $28 million in temporary debt will be redeemed with initial entrance fees by the end of November 2024 as forecast. The 'BB+' IDR and revenue rating additionally reflect Plymouth Place's market position, characterized by steady independent living (IL) demand in a solid service area west of Chicago, an adequate operational performance for a Type 'A' campus, and cash to adjusted debt and MADS coverage metrics that support a financial profile consistent with the rating level after project stabilization. SECURITY The bonds are secured by an interest in the gross revenues of Plymouth Place and a security interest in certain mortgaged properties. DSRFs are associated with the series 2021A and 2022 bonds. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Good IL Demand in Solid Service Area Plymouth Place's occupancy across the continuum of care has remained strong. IL occupancy was at 95% at the end of June 2023. ILU occupancy averaged 93% over the last five audited years, and Fitch expects IL occupancy to remain above 93% over the outlook period. ALU, memory care and SNF occupancies were stable at 98%, 96% and 87%, respectively, at the end of June 2023. The Chicago metro area has many competitors for senior living, but competition from full continuum of care Type 'A' providers is limited. Good service area demographics have enabled Plymouth Place to regularly increase fees, both for monthly service fees and on entrance fees. According to Zillow data, entrance fees are in line with prevailing housing prices in the local market. Operating Risk - 'bbb' Expectations for Midrange Operating Performance After Stabilization Plymouth Place's operating ratio has remained below 100% since 2019. This reflects effective cost containment measures, particularly in the context of a Type A contract provider. YE 2022 results show the OR measured approximately 95%, and NOM and NOMA were 10.4 and 23.5, respectively. Fitch expects the operating ratio will remain near 100% through completion of the expansion project with operating metrics to improving after stabilization. Plymouth Place's average age of plant (AAP) was approximately 11 years at YE 2022. The expansion will lower AAP as capex increases to over 400% of depreciation over the next several years from an average 50% of depreciation from 2017 to 2020. For FY 2023, Fitch calculated revenue-only MADS coverage of 0.5x, which is adequate in the context of the expansion project. MADS as a percent of revenue was weak at 25% in 2022, also reflecting the debt pressures associated with an unfilled expansion. Fitch expects capital related metrics to improve to ranges closer to midrange after the project stabilizes. Financial Profile - 'bb' Stable Financial Profile Over Next Few Years Given Plymouth Place's midrange revenue defensibility and midrange operating risk assessments and Fitch's forward-looking scenario analysis, Fitch expects the Plymouth Place's key leverage metrics to remain consistent with a 'BB+' rating after the project stabilizes. As of YE 2022, Plymouth Place had unrestricted cash of approximately $32 million. This represents about 23% of total debt. After the initial stress of the project and TEMP debt redemption, Plymouth Place's cash-to-adjusted debt levels are expected to return to levels consistent with a 'BB+' rating. Days cash on hand is expected to remain above 300 days in the forward-looking scenario, indicating a liquidity profile assessment that is neutral to the rating outcome. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Following the series 2022 bond issuance, Plymouth Place will have no additional debt capacity at the current rating. Any additional debt issuance over the Outlook period will pressure the rating; - Material disruptions to construction, cost over runs and deterioration in demand will pressure the rating; - Weakening in performance such that the OR is consistently above 105%, cash to adjusted debt is sustained below 30%, and MADS coverage remains below 1.2x; - Deterioration in demand such that existing ILU occupancy is sustained below 90%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Strengthening of the financial profile, such that the operating rating ratio is consistently below 100%, cash to adjusted debt improves to 50% or greater, and MADS coverage is consistently above 2x. PROFILE Plymouth Place operates a Type 'A' life plan community located in La Grange Park, IL, roughly 15 miles west of downtown Chicago. The organization operates 182 ILU apartments, 52 assisted living units (ALUs), 26 memory support units, and 80 skilled nursing facility (SNF) beds. Plymouth Place offers a variety of resident contracts. The majority of residents in the existing ILUs have chosen the 90% refundable contracts. Among the expansion depositors, the most popular contract includes a lower refund, fee-for-service contract. Total operating revenue was approximately $33 million in fiscal 2022. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. PROPPANT TECH: Bid to Use Cash Collateral Denied as Moot -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, denied as moot the motion to use cash collateral filed by Proppant Tech Services, LLC for the reasons stated on the record. As previously reported by the Troubled Company Reporter, Amarillo National Bank, as lender, and Proppant, as borrower, entered into, among other documents and agreements, the Promissory Note (Equipment Loan) in the amount of $2.641 million dated January 18, 2023, the Promissory Note (Affiliate Refinance Loan) in the amount of $1.431 million dated January 18, 2023, and that Promissory Note (Affiliate Payoff Loan) in the amount of $2.875 million. The Notes were guaranteed by Moran and Haldar. As of the Petition Date, Proppant allegedly owes I.M. approximately $8.8 million on behalf of the Notes. I.M. allegedly filed a UCC-1 Financing Statement against Proppant regarding the Notes Pre-Petition Collateral. As result, I.M. alleges that pursuant to the Notes, he has a first priority lien on all assets of Proppant, including Proppant's cash. As adequate protection for any diminution in value incurred by I.M. through the Debtors' use of cash collateral, the Debtors will (i) maintain the value of its business as a going-concern, (ii) provide to I.M. replacement liens on now owned and after-acquired cash derived from I.M.'s Collateral, and (iii) provide superpriority administrative claims to I.M. equal to any diminution in value of I.M.'s Collateral. A copy of the order is available at https://urlcurt.com/u?l=3w2FH6 from PacerMonitor.com. About Proppant Tech Services, LLC Proppant Tech Services, LLC is a sand mining business in San Antonio that produces and sells special silica sands, otherwise known as "frac sand." The frac sand, which is produced through the wet sand method, is sold to oil and gas businesses engaged in hydraulic fracturing, or "fracking." The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-50734) on June 11, 2023. In the petition signed by Anirban Haldar, member, the Debtor disclosed $8,622,400 in assets and $8,770,018 in liabilities. Judge Michael M. Parker oversees the case. Brandon J. Tittle, Esq., at Glast, Phillips and Murray, PC, represents the Debtor as legal counsel. REDSTONE HOLDCO: $450MM Bank Debt Trades at 35% Discount -------------------------------------------------------- Participations in a syndicated loan under which Redstone Holdco 2 LP is a borrower were trading in the secondary market around 65.1 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $450 million facility is a Term loan that is scheduled to mature on August 6, 2029. The amount is fully drawn and outstanding. Redstone Holdco 2 LP and Redstone Buyer LLC were formed as part of the buyout of the RSA Security business from Dell Inc. RISING TIDE: S&P Downgrades ICR to 'SD' After Distressed Exchange ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Florida-based marine aftermarket retailer Rising Tide Holdings Inc. (doing business as West Marine) to 'SD' (selective default) from 'CCC'. At the same time, S&P lowered the issue-level ratings on the term loan facilities to 'D'. S&P expects to review our issuer credit rating on the company in the coming days and rate the company with its new capital structure. S&P views the exchanges as distressed. Rising Tide exchanged roughly $514 million of its outstanding first-lien credit facilities and roughly $120 million of its outstanding second-lien credit facilities for equity and equity warrants, with 100% of debt holders consenting to the exchange. This constituted the majority of its nearly $775 million of debt. The company's unrated first-in, last-out (FILO) and asset-based lending (ABL) facilities remain a part of its capital structure following the transaction. S&P said, "We view the exchange as tantamount to a default because creditors received less than originally promised. In addition, we view the offers as distressed rather than opportunistic because of Rising Tide's weak operating results and unsustainable capital structure. We hold this view while expecting the company to operate its store base without incident. We expect to review our issuer credit rating on the company in the coming days rate the company with its new capital structure." SABRINAS ATLANTIC: Unsecureds to Get Share of Income for 5 Years ---------------------------------------------------------------- Sabrinas Atlantic Window Cleaning and Pressure Cleaning, LLC, and Rachel Euler filed with the U.S. Bankruptcy Court for the Southern District of Florida a First Amended Joint Subchapter V Plan of Reorganization dated September 14, 2023. Sabrinas is in the business of residential window cleaning and pressure cleaning. Euler is the sole member and owner of the company. Sabrinas was formed in June of 2020 at the onset of the rising COVID crisis. Although these were difficult financial times, by early 2022, Sabrinas employed more than two dozen office workers and professional cleaners. However, On January 7, 2022, the Debtors were engaged in a lawsuit with Atlantic Window Cleaning, Inc. and have incurred significant costs in defending said suit. Facing the risk of defaulting on its ongoing ordinary course obligations, Sabrinas entered into three merchant cash advance agreements. The financial strain of the lawsuit and the regular cash withdrawals of the MCA loans has forced the Debtors into bankruptcy. The Debtors filed bankruptcy to reorganize and repay their debt obligations. The Plan provides for the orderly payment of Allowed Claims with the Debtors' projected disposable income over the life of the Plan. The Debtors will pay in full all Allowed Administrative Claims on the Effective Date, unless otherwise agreed to by the holder of any such claim. Class 1 consists of the General Unsecured Claims of Euler. Class 1 is Impaired under the Plan. Class 3 consists of the General Unsecured Claims of Sabrinas. Class 3 is Impaired under the Plan. Classes 1 and 3 (and such other classes that are to receive treatment as general unsecured creditors under this Plan) shall be treated in accordance with the terms of this paragraph. Subject to the requirements of the Plan, the Bankruptcy Code, or a Final Order, Holders of General Unsecured Claims shall receive approximately a Pro Rata Share of the net sum of the Sabrinas Projected Disposable Income and the Euler Projected Disposable Income over a five-year period beginning on the Effective Date, after making payment in full of Allowed Administrative Expense Claims, Fee Claims, the Allowed Priority Tax Claim, and the Claims of AWC in accordance with the terms of this Plan. The Reorganized Debtors shall make equal annual payments of the balance of the net sum of the Sabrinas Projected Disposable Income and the Euler Projected Disposable Income that is remaining after making payments due under this Plan to Allowed Administrative Expense Claims, Fee Claims, the Allowed Priority Tax Claim, and the Claims of AWC, for a period of five years beginning on the Effective Date. Payments to General Unsecured Creditors shall be made on an annual basis, with the first payment due within 12 months after the Effective Date, the second payment due within 24 months after the Effective Date, the third payment due within 36 months after the Effective Date, the fourth payment due within 48 months after the Effective Date, and the fifth payment due within 60 months after the Effective Date. Class 6 consists of Equity Interest Holder. On and after the Effective Date, Euler shall retain her full 100% interest in Sabrinas. The Plan contemplates that the Reorganized Debtors will continue to operate the business of Sabrinas. During the first 12 months of the Plan, Sabrinas intends to rebrand and rename its business as contemplated by the terms of the Settlement. The Reorganized Debtors believe that the continued earnings through the operation of Sabrinas (including under any new name and brand), and Euler’s personal income, will be sufficient to fund the payments required to be made under the Plan. Prior to the Effective Date, and subject to the Bankruptcy Code, Final Orders of the Bankruptcy Court, and other applicable law, the Debtors shall use funds generated during the pendency of their bankruptcy cases to pay amounts due in the ordinary course and to fund payments due under the Plan on and after the Effective Date. Except as explicitly required by the Plan, the Reorganized Debtors shall have the sole and absolute discretion to use funds generated after the Effective Date without further notice or approval. A full-text copy of the First Amended Plan dated Sept. 14, 2023 is available at https://urlcurt.com/u?l=QotuO7 from PacerMonitor.com at no charge. Counsel for the Debtors: Jonathan M. Sykes, Esq. Michael A. Nardella, Esq. Nardella & Nardella, PLLC 135 W. Central Blvd., Suite 300 Orlando, FL 32801 Telephone: (407) 966-2680 Email: jsykes@nardellalaw.com About Sabrinas Atlantic Window Cleaning Sabrinas Atlantic Window Cleaning and Pressure Cleaning, LLC, is in the business of residential window cleaning and pressure cleaning with a small portion of its business consisting of commercial window cleaning and pressure cleaning. The Debtor sought protection from Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 22-18568) on November 3, 2022. In the petition signed by Rachel Euler, manager, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Judge Scott M. Grossman oversees the case. Michael A. Nardella, Esq., at Nardella & Nardella, PLLC, is the Debtor's counsel. SALEM MEDIA: Moody's Lowers CFR & Senior Secured Notes to Caa3 -------------------------------------------------------------- Moody's Investors Service downgraded Salem Media Group, Inc.'s Corporate Family Rating to Caa3 from Caa1, the Probability of Default Rating to Caa3-PD from Caa1-PD, and the senior secured notes to Caa3 from Caa1. The outlook remains negative. The SGL-4 Speculative Grade Liquidity Rating remains unchanged. The downgrade of the CFR to Caa3 reflects Salem's weak operating performance pressured by subdued radio advertising demand, high financial leverage, a deteriorating liquidity profile and the uncertainty around the company's ability to refinance its $25 million ABL revolving facility before its expiration in March 2024. Given the persistent macroeconomic weakness and weak advertising demand, it will be difficult for Salem to improve earnings and free cash flow generation to a level sufficient to repay the outstanding balance of $22.6 million on the ABL facility. The weak credit metrics create elevated risk of a balance sheet restructuring including a distressed exchange. Salem executed an amended credit agreement in August 2023 which included a waiver from the requirement to comply with a fixed charge coverage ratio of above 1x if the ABL facility has availability less than $4.5 million. The interest rate on the facility was increased by 200 bps starting from July to September 2023 when the waiver period ends. In addition, the notional amount of the revolver was reduced to $25 million from $30 million with a minimum availability requirement of $1 million. Based on the continued weak operating performance, Moody's expects the company to seek to negotiate another extension of the waiver period. RATINGS RATIONALE Salem's Caa3 CFR reflects high leverage, negative free cash flow and the risk that the capital structure is unsustainable which could result in a balance sheet restructuring including a distressed exchange. Salem's financial leverage rose to 10.1x (excluding Moody's standard lease adjustments) as of the twelve months ended June 2023 from 5.7x as of 2022 as advertisers pulled back or delayed decision regarding ad spend during uncertain macroeconomic conditions and expenses rose from investments in marketing and the salesforce to support digital initiatives such as Salem News Channel. As negative free cash flow generation continued, the company drew a further $4.5 million on the ABL facility in Q2 2023. Because the company did not meet the fixed charge covenant ratio, the company executed an amended credit agreement that waives the requirement to comply to the covenant until September 2023. Salem announced additional cost cutting measures that is expected to result in annual savings of $10 million in which the majority will be realized in 3Q and 4Q 2023. These measures will be partially offset by continued investments in digital initiatives and increasing expenses related to the 3 radio stations in Miami acquired in 2022. Based on the continuing weak radio broadcast advertising market, Moody's expects the EBITDA margin to be pressured in 2023. Moody's expects leverage to increase further to 15x in 2023 before improving to mid-to-high 8x in 2024 as Moody's assumes a modest recovery in broadcast advertising, investments in the digital segment translate into revenue and political demand increases in the election year. Free cash flow is projected to remain negative over the next 12 months. The gross proceeds of approximately $7 million from the asset sales in Seattle and Greenville expected in Q4 2023 is not projected to be sufficient to repay the outstanding balance on the ABL. Given its operating performance, Salem may have difficulty accessing the financing markets to fund sustained cash flow deficits, increasing the likelihood of a balance sheet restructuring. Salem's SGL-4 rating reflects significantly weak liquidity given the negative free cash flow generation, $22.6 million of borrowings under the $25 million ABL facility that expires in March 2024 and a minimal cash balance as of June 2023. There is uncertainty related to the company's ability to refinance the ABL facility as well as the terms of any potential refinanced facility. Aside from the ABL facility, the company does not have any near-term maturity as the senior secured notes are due 2028. Salem has completed several asset sales over the past few years and used the proceeds to repay debt which Moody's anticipates will continue in 2023. The ABL facility is subject to a fixed charge coverage ratio of 1x when availability is less than the greater of 15% of the maximum revolver amount and $4.5 million. This covenant has been waived until September 2023 based on the amended credit agreement executed in August 2023. Salem's debt structure includes a $25 million ABL facility (not rated) and 7.125% senior secured notes due 2028, rated Caa3. The senior secured notes are rated the same as the Caa3 CFR as the notes make up the majority of outstanding debt and are secured by a first lien on substantially all assets of Salem and the subsidiary guarantors other than the ABL facility priority collateral. Salem's ESG Credit Impact Score of CIS-5 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. The exposure to governance risks reflects the company's financial policy that contributed to high leverage, negative free cash flow generation, and a weak liquidity profile which is pressured by the ABL facility expiring in March 2024. The negative outlook reflects Moody's expectation that the risk of an untenable capital structured is elevated driven by weak operating performance, limited availability on the ABL facility and negative free cash flow generation. The outlook could be stabilized if Salem successfully refinances its ABL facility and demonstrates improving operating performance and liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Salem demonstrates improving operating performance and liquidity such that the probability of default declines. The ratings could be downgraded if Salem does not refinance the ABL facility, the liquidity profile further deteriorates or there is an increased probability of debt restructuring. Salem Media Group, Inc., formed in 1986 and headquartered in Camarillo, CA, is a religious programming and conservative talk radio broadcaster with integrated business operations including digital media and publishing. Salem owns and operates 103 local radio stations (33 FM, 70 AM) in 36 markets as of year-end 2022. Revenue was $265 million for the last twelve months ending June 2023. Salem is a publicly traded company listed on the NASDAQ Global Market (SALM). The principal methodology used in these ratings was Media published in June 2021. SELAH MOUNTAIN: Amends Unsecureds & Kapitus Secured Claims Pay -------------------------------------------------------------- Selah Mountain Pharmacy, LLC, submitted a Second Amended Plan of Reorganization for Small Business under Subchapter V. Debtor firmly believes that the Plan represents the best alternative for providing the maximum value for creditors. The Plan provides creditors with a distribution on their Claims in an amount greater than any other potential known option available to the Debtor. Class 2 consists of the Secured Claim of Kapitus, LLC. Allowed secured claim in the amount of $194,762.58, plus accrued and accruing attorney fees not to exceed $30,000 and 10% interest accruing from the Petition Date, less adequate protection payments made during the case. The Class 2 Claim shall be amortized and paid in equal monthly installments for a period of four years. The monthly payment on account of the Class 2 Claim is anticipated to be $5,200, subject to further adjustment. Class 6 consists of General Unsecured Claims. Class 6 Creditors shall receive a pro rata distribution of 100% of the Debtor's Net Cashflow until the earlier of: 1) the date on which unsecured creditors are paid in full; or 2) the five-year anniversary of the Effective Date of the Plan. This Class is impaired. In addition to the amounts, on the first day of each January during the Plan Term, the Debtor shall distribute all Plan Holdback amounts in excess of $15,000 to creditors on a pro rata basis. By way of example, ff the Debtor has reserved a Plan Holdback of $50,000 during the 2024 calendar year, then on January 1, 2025, the Debtor would make a pro rata distribution of $35,000 to creditors. All equity interests shall be retained by Class 7 Equity Interest Holders on the Effective Date of the Plan. The Debtor retained Kutner Brinen Dickey Riley, P.C. ("KBDR") as its bankruptcy counsel. The Debtor provided KBDR with a retainer in the amount of $10,842.00. The Debtor estimates that the total legal fees for KBDR through Plan confirmation will be $30,000 as a result of various Rule 2004 examinations and initiating litigation to recover post-petition interception of funds by Fox Capital Group. The total amount owed to KB after application of the retainer is anticipated to be approximately $19,000. If there is extensive litigation and discovery with respect to the Plan or claims under Chapter 5 could increase to be approximately $40,000 through confirmation of the Plan. The Subchapter V Trustee, Mark Dennis, also has an administrative expense for claims incurred during the course of the Debtor's bankruptcy case. Mr. Dennis's fees are not expected to exceed $5,000. In the event of a nonconsensual confirmation, Mr. Dennis will continue to receive compensation at his standard hourly rate for his services in connection with administering the Plan. On the Effective Date of the Plan, John Kutzko shall be appointed pursuant to Section 1142(b) of the Bankruptcy Code for the purpose of carrying out the terms of the Plan, and taking all actions deemed necessary or convenient to consummating the terms of the Plan. Mr. Kutzko and Mrs. Kutzko shall receive a salary of $60,000 each for the first year of the Plan, after which their salaries shall be adjusted to a competitive market rate not to exceed $120,000 per year, per person. The Debtor retains the discretion to lower Mr. and Mrs. Kutzko's salaries depending on the Debtor's cash flow needs. A full-text copy of the Second Amended Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=Zq7TkM from PacerMonitor.com at no charge. Attorneys for the Debtor: Keri L. Riley, Esq. Kutner Brinen Dickey Riley, P.C. 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Tel: (303) 832-2400 Email: klr@kutnerlaw.com About Selah Mountain Pharmacy Selah Mountain Pharmacy, LLC, is a Colorado limited liability company formed in 2019 by John and Linda Kutzko that owns and operates a pharmacy. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-10375) on February 3, 2023. In the petition signed by John D. Kutzko, managing member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Joseph G. Rosania, Jr., oversees the case. Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey Riley, P.C., is the Debtor's legal counsel. SIMMONS FOODS: Moody's Affirms B2 CFR & Alters Outlook to Negative ------------------------------------------------------------------ Moody's Investors Service changed Simmons Foods, Inc.'s outlook to negative from stable. At the same time, Moody's affirmed Simmons' B2 Corporate Family Rating, B2-PD Probability of Default Rating, and the B3 rating on the company's senior secured second lien global notes. The outlook change to negative from stable reflects Moody's expectation that Simmons' debt to EBITDA (on a Moody's adjusted basis) will remain above 4.5x in the next 12 to 18 months. Currently, Simmons is experiencing a deterioration in operating earnings, cash flow and key credit metrics because an industry oversupply of poultry combined with higher feed costs are leading to significant declines in revenue and EBITDA in Simmons' poultry segment (approximately 50% of net sales). Growth in Simmons' Pet Food (approximately 36% of net sales) and Animal Nutrition (approximately 14% of net sales) segments have not been sufficient to mitigate the weakness in the poultry segment, and Simmons' EBITDA declined by 50% in the first half of fiscal 2023 compared to fiscal 2022. Expectations of weaker branded pet food demand combined with a delay in the rebound of poultry prices recently caused Simmons' management team to lower its revenue and EBITDA guidance for fiscal 2023. Simmons now expects to end fiscal 2023 with debt/EBITDA of 7.5-8.5x (company estimates) compared to a prior range of 5x-5.8x (currently 5.4x as of the June 30, 2023). In the last twelve months (LTM) period ended June 30, 2023, Simmons' Moody's adjusted debt to EBITDA stood at 4.9x and Moody's is forecasting leverage to increase to 6.5x in fiscal 2023. Moody's nonetheless affirmed the ratings because the company maintains adequate liquidity including unused revolver capacity to manage a downturn in the poultry market if it is relatively short lived. The affirmation is based on expectations that the company will be able to reduce its Moody's adjusted debt to EBITDA to below 6x in 2024 and 4.5x in 2025 if a recovery in the poultry market drives a significant improvement in the company's EBITDA. RATINGS RATIONALE Simmons' B2 CFR reflects the high (>50%) sales concentration in the earnings volatile poultry processing sector, high financial leverage and a recent history of negative free cash flow due to heavy capital spending. Moody's believes that the company has flexibility to pull back on capital spending and to generate positive free cash flow if needed to support liquidity, but that the preference is reinvestment to bolster growth and enhance profitability. The rating is supported by Simmons' adequate liquidity and the improving business diversity resulting from the capacity investments. While overall earnings are still volatile, growth in the integrated pet food and animal nutrition segments should reduce that volatility over time. However, the poultry market is in the midst of a meaningful downturn and Simmons' earnings will be down significantly in 2023 despite the improving business diversity. Moody's expects a drop in poultry earnings will increase debt-to-EBITDA to 6.5x in 2023 from a 4.9x level as of June 30, 2023 that is high for the rating given the company's operating profile. The rating is based on Moody's projection that the company will maintain adequate liquidity to manage through a downturn and that debt-to-EBITDA leverage will fall below 6.0x in fiscal 2024 and 4.5x in 2025 as the poultry market recovers. Returns on capital spending have at times been weak. However, in recent years, the company has imposed more discipline around growth investments through risk reducing strategies such as minimum (ROI) hurdles, quarterly capital budgeting, customer risk sharing partnerships and cost-plus contracting. Moody's believes this is contributing to improved asset returns. Moody's views cash distributions to shareholders as aggressive at a time of significant capital investment and end market weakness. Cash distributions lead to greater reliance on debt and less cash available to fund debt reduction and investment notwithstanding that some distributions are related to taxes. Moody's expects Simmons to operate with adequate liquidity based on $14 million in cash as of June 30, 2023, approximately $246 million of availability under the unrated $425 million ABL revolving credit facility expiring in 2026, no meaningful maturities through 2028, and a largely fixed rate debt structure. Free cash flow will likely be negative in 2023 and 2024 and growing revolver utilization would weaken liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Simmons' ratings could be downgraded if a deterioration in liquidity diminishes the company's ability to manage through a poultry cycle downturn. The ratings could also be downgraded if the poultry market and Simmons' earnings do not start to recover, cost increases reduce margins, or if capital projects fail to translate into commensurately stronger earnings and operating cash flow. Debt/EBITDA sustained above 4.5x or continued weak or negative free cash flow could also lead to a downgrade. Simmons' ratings could be upgraded if the company is able to establish a track record of stable operating performance and positive free cash flow. Additionally, debt/EBITDA would have to approach and be sustained near 3.0x before Moody's would consider a rating upgrade. The principal methodology used in these ratings was Protein and Agriculture published in November 2021. Simmons Foods, Inc. and affiliates, headquartered in Siloam Springs, Arkansas, is a vertically integrated poultry processor, and the largest private label manufacturer of canned pet food in North America. The company generates sales through three primary business groups: Poultry (50% before eliminations); Pet Food (36%); and Animal Nutrition (14%). The company is principally owned and controlled by members of the Simmons family. Net sales reported for the LTM period ended July 1, 2023 totaled approximately $2.7 billion. SOUND INPATIENT: $200MM Bank Debt Trades at 54% Discount -------------------------------------------------------- Participations in a syndicated loan under which Sound Inpatient Physicians Holdings LLC is a borrower were trading in the secondary market around 46.4 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $200 million facility is a Term loan that is scheduled to mature on June 28, 2025. About $184 million of the loan is withdrawn and outstanding. Sound Inpatient Physicians, Inc. is a provider of physician services in acute, post-acute, emergency medicine, and intensivist facilities through its wholly owned subsidiaries and affiliated companies. Sound’s principal business is to provide hospitalist services to hospitals and health plans designed to improve the well-being of patients while reducing their associated costs through the management of medical care. The company is primarily owned by private equity sponsor Summit Partners and Optum Health. SPITFIRE ENERGY: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Amarillo Division, authorized Spitfire Energy Group to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to pay the day-to-day operating expenses associated with its business, to make payments authorized by the Court, to cover the administrative costs incurred in the case. As previously reported by the Troubled Company Reporter, International Bank of Commerce claims an interest in the proceeds generated by the Debtor's saltwater disposal assets. On October 9, 2020, the Debtor executed and delivered to International Bank of Commerce the Amended and Restated Promissory Note, dated October 9, 2020, in the original principal amount of $29.841 million. In conjunction with the execution and delivery of the IBC Note, the Debtor executed the Amended and Restated Mortgage, Deed of Trust, Security Agreement, Assignment of Production and Financing Statement dated October 9, 2020. The Deed of Trust grants IBC an interest in, inter alia, the Debtor's saltwater disposal assets and the proceeds generated from the same. On June 24, 2022, the Debtor and related entities commenced a lawsuit against IBC in the District Court of Oklahoma County, Oklahoma, which case is styled Merit Holdings LLC, et al. v. International Bank of Commerce, an Oklahoma bank, et al., Case No. CJ2022-2971, alleging various bad acts with regard to the extension and administration of various loans made by IBC, including the IBC Note. In that lawsuit, the plaintiffs, including the Debtor, seek damages from IBC in excess of $150 million. The maturity date under the IBC Note ran on December 31, 2022. The Debtor has had its saltwater disposal assets appraised, which appraisal provides for a value of $38.643 million. IBC alleges that it is owed approximately $31.8 million under the IBC Note, which results in an equity cushion of over $6.7 million. The Debtor intends on implementing a process to market and sell the saltwater disposal assets in a fair and timely manner. Further, over this short time, cash collateral will be used by the Debtor to maintain and preserve the saltwater disposal assets. Accordingly, the equity cushion and IBC's adequate protection, will be preserved throughout the case. IBC is entitled to adequate protection solely to the extent of the postpetition diminution in value of any interest of IBC in the cash collateral resulting from the use by the Debtor of cash collateral as follows: a. Equity Cushion. The equity cushion in IBC's claimed collateral will serve as adequate protection against any diminution in value as a result of the use of cash collateral. b. Replacement Liens. As additional adequate protection IBC will receive Replacement Liens up to the value of IBC's validly perfected and unavoidable prepetition security interest or lien (if any) as of the Petition Date, pursuant to Bankruptcy Code section 506. A hearing on the matter is set for October 5, 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=KQSjKJ from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $41,665 for the week ending September 23, 2023; and $41,665 for the week ending September 30, 2023. About Spitfire Energy Group LLC Spitfire Energy Group LLC is a strategic midstream and water management provider and currently operates commercial saltwater disposal facilities in the Texas panhandle with over 165 miles of pipeline gathering and a disposal capacity of over 100,000 barrels per day. Such facilities are primarily located in Hemphill County and Wheeler County, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-20186) on September 1, 2023. In the petition signed by David D. Le Norman, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Robert L. Jones oversees the case. Clayton D. Ketter, Esq., at Phillips Murrah P.C., represents the Debtor as legal counsel. STONEX GROUP: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on September 6, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by StoneX Group Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in New York, StoneX Group Inc. is an institutional-grade financial services network that connects companies, organizations, and investors to the global markets ecosystem through digital platforms, end-to-end clearing, and execution services. STRATIS CORP: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Stratis Corp. dba Casa Rina Restaurant to use cash collateral on an interim basis in accordance with the budget, with a 20% variance, nunc pro tunc as of August 18, 2023. The Small Business Administration and the New York State Department of Taxation and Finance assert are the Debtor's secured creditors. The Debtor entered into (i) a loan and security agreement with the Small Business Administration for approximately $500,000. Additionally, the Debtor has long standing secured tax debt owed to DTF which has been set forth on the docket in a proof of claim, Claim 1-2. As adequate protection, the Secured Creditors are granted replacement liens to the same extent, validity and priority that existed on the Petition Date, on all post-petition property of the Debtor's estate and all proceeds, rents, and profits thereof, including but not limited to accounts receivables, to the extent Collateral Diminution occurs during the Chapter 11 case, subject to (i) U.S. Trustee fees pursuant to 28 U.S.C. Section 1930, together with interest, if any, pursuant to 31 U.S.C. Section 3717 and any Clerk's filing fees, and (ii) the fees and commissions of a hypothetical Chapter 7 trustee in an amount not to exceed $10,000. A final hearing on the matter is set for September 27, 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=ZFScwa from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $20,485 for the week ending September 29, 2023. About Stratis Corp Stratis Corp. owns a restaurant specializing in Italian cuisine. Stratis Corp. D/B/A Casa Rina Restaurant filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22617) on August 18, 2023. The petition was signed by Tommy Stratigakas as president. At the time of filing, the Debtor estimated $172,822 in assets and $1,065,000 in liabilities. Judge Sean H. Lane presides over the case. H Bruce Bronson, Esq. at BRONSONLAW OFFICES PC represents the Debtor as counsel. STULTZ & STEPHAN: Unsecureds to Get 100 Cents on Dollar in Plan --------------------------------------------------------------- Stultz & Stephan, Ltd., filed with the U.S. Bankruptcy Court for the Southern District of Ohio a Plan of Reorganization dated Sept. 14, 2023. The Debtor is an Ohio limited liability company operating a law firm business with offices in Tiffin, Ohio, and Columbus, Ohio. Michael D. Stultz is the sole member, director and president of the Debtor. The Debtor has 11 employees, including three attorneys. The Debtor primarily provides collection services to financial institutions and the State of Ohio. The Debtor is able to propose a feasible plan of reorganization to this Court and its creditors. The Debtor commenced this Chapter 11 proceeding to address its financial situation in a centralized forum. The Debtor continues to operate its business successfully after the filing of this case. Shortly after filing, the Debtor was able to reach an agreement with HNB regarding the extent of HNB's lien on the Debtor's assets. This resulted in an agreed order concerning the use of cash collateral. No changes in management have occurred, and Mr. Stultz continues as the sole member and president of the Debtor. The Debtor's financial projections show the Debtor's projected disposable income for the five-year period. The final Plan payment is expected to be paid on or about October 1, 2028, unless there are sufficient funds to pay the claims of creditors earlier. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from future income. Non-priority unsecured creditors holding allowed claims will receive distributions which the Debtor has valued at 100 cents on the dollar. This Plan also provides for the payment in full of all administrative and priority claims. Class 3 consists of Non-Priority Unsecured Creditors. Claims in Class 3 total approximately $5,600.00. Holders of allowed non priority unsecured claims in Class 3 will receive payment in full on the Effective Date. This Class is unimpaired. Payments to be made under this Plan will be made from the funds of the Debtor existing on the Effective Date, as well as funds generated subsequent to the Effective Date from the Debtor's operations. A full-text copy of the Plan of Reorganization dated September 14, 2023 is available at https://urlcurt.com/u?l=AiZlSd from PacerMonitor.com at no charge. Attorneys for Debtor: John W. Kennedy, Esq. Myron N. Terlecky, Esq. Strip, Hoppers, Leithart, McGrath & Terlecky Co., LPA 575 South Third Street Columbus, OH 43215 Telephone: (614) 228-6345 Facsimile: (614) 228-6369 Email: jwk@columbuslawyer.net About Stultz & Stephan Stultz & Stephan, Ltd., is an Ohio limited liability company which operates a law firm with offices located in Tiffin and Columbus, Ohio. Stultz & Stephan sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-52039) on June 16, 2023, with up to $1 million in assets and up to $10 million in liabilities. Michael D. Stultz, member of Stultz & Stephan, signed the petition. Judge C. Kathryn Preston oversees the case. John W. Kennedy, Esq., at Strip Hoppers Leithart McGrath & Terlecky Co., LPA, is the Debtor's legal counsel. SUMMIT GAS: Unsecureds Will Get 0.02% of Claims in Plan ------------------------------------------------------- Summit Gas Resources, Inc., filed with the U.S. Bankruptcy Court for the District of Wyoming a First Amended Plan of Reorganization under Subchapter V dated September 14, 2023. Debtor is a Delaware corporation which is authorized to do business in Wyoming and is wholly owned by Powder Holding Resources which is a Delaware Corporation. Debtor has been operating coal bed methane wells in the Powder River Basin in Wyoming and Montana since 2003. Debtor proposes to incrementally restart operations of wells on private leaseholds in the Cabin Creek field in the Powder River Basin of Wyoming. Debtor will restart private fee wells for which there is an existing access agreement. Of the 120 wells, 78 of them have existing access agreements. Even operating 78 wells makes the Cabin Creek Field economically viable. This First Amended Plan of Reorganization proposes to pay creditors (Class 1) of the Debtor from an infusion of capital and future income. The $41,000.00 to RLI Insurance will be partly paid by Summit's cash reserves. Class 2 consists of Super-priority administrative claim-DIP Loan. There is a super-priority administrative claim of Powder Battalion Holdings LLC (the "DIP Loan") pursuant to the Court's order (the "DIP Loan Order") dated April 1, 2021. (D.E. 256). The DIP Loan Amount is $261,243.00. Powder Battalion Holdings, LLC, has made a debtor-in possession loan (the "DIP Loan") to the Debtor pursuant to the Court's Order. As of the date of this Order, the amount due and owing under the DIP Loan is approximately $261,243.00. This claim shall be paid first out of the monthly plan payments (disposable income). Class 3 consists of Remainder of RLI Claim. The Debtor and RLI Insurance Company have agreed on payment of the unpaid premiums owed in the amount of $77,767.00. Allowed Claim is $77,767.00. RLI's Claim shall be paid as follows: (i) $41,000.00 (Class 1) paid within 20 days of the Effective Date; and (ii) $36,767.00 (Class 3) through the monthly plan payments (disposable income) after the DIP loan is paid. The fees of the Sub-Chapter V Trustee are estimated to not exceed $10,000.00 and will be paid from Plan payments. Class 4 consists of the Internal Revenue Service Penalties. These IRS penalties will be paid third from the revenue from the sale of gas from the private fee wells before payments to any Class 5 creditors. Class 5 consists of Non-priority unsecured claims. The allowed unsecured claims total $3,913,154.24. Non-priority unsecured creditors holding Allowed Claims will receive distributions, which the Debtor has valued at 0.02% of the amount of each Allowed Claim. "Disposable Income" includes income that is received by the Debtor from its business operations, after expenses and after the 15% set aside for decommissioning costs of Federal wells, quarries, reservoirs and rejected rights of way. A full-text copy of the First Amended Plan dated September 14, 2023 is available at https://urlcurt.com/u?l=aab67T from PacerMonitor.com at no charge. Attorney for Debtor: Margaret M. White, Esq. Karpan and White, P.C. 1920 Thomes Avenue Suite 610 Cheyenne, WY 82001 Phone: (307) 637-0143 Fax: (307) 637-0477 Email: mmw@karpanwhite.com About Summit Gas Resources Summit Gas Resources, Inc., a company engaged in the business of extracting coal bed methane gas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 20-20377) on July 31, 2020. Peter G. Schoonmaker, president and chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $33,796,099 in assets and $13,319,648 in liabilities. Karpan and White, P.C. and the Law Offices of Ken McCartney, P.C. serve as the Debtor's legal counsel. SUNNOVA ENERGY: Fitch Affirms 'B-' IDR, Outlook Stable ------------------------------------------------------ Fitch Ratings has affirmed at 'B-' the Issuer Default Rating (IDR) for Sunnova Energy International Inc. (Sunnova) and Sunnova Energy Corporation (SEC). The Rating Outlook is Stable. Fitch has also assigned a 'B'/'RR3' senior unsecured rating to SEC's proposed issuance of $400 million senior unsecured notes. Recovery Rating of 'RR3' denotes good recovery prospects in the event of default. The ratings reflect Sunnova's low interest coverage and high leverage metrics on a consolidated basis, and historically negative CFO. Fitch expects Sunnova's business profile and credit metrics to improve as the company reaches scale and growth capital moderates over the next couple of years. Fitch believes continued execution on the customer growth, while at the same time improving currently pressured margins and returns in the high cost financing environment, is crucial for improvement in credit metrics. Sunnova's ratings also take into account the structural subordination of corporate debt to non-recourse securitization debt, a primary source of funding for the company, and a relatively smaller scale and short operational history as compared to other renewable/clean energy issuers in Fitch's rated universe. KEY RATING DRIVERS Change in Financing Plan: Sunnova's recent change in the financing plan is driven by the current interest rate environment in the securitization market. Sunnova's non-investment grade securitization tranches' interest rates are higher than those that Sunnova expects to be paying to issue $400 million of announced corporate debt. Fitch views positively recent $86.5 million equity issuance and would expect any future corporate debt financing to be supported by equity issuances. Access to capital markets to fund growth remains key. Although Sunnova has been issuing debt and equity at the corporate level, the main source of funding remains securitized debt and tax equity. Corporate debt is projected to represent about 30% of total debt following the proposed issuance. Fitch expects the proportion of corporate debt to fall to below 20% of total debt over its forecast period vs previous projections of around 10%. Fitch has assumed that approximately 65% of more than $15 billion of forecasted capex over 2023-2025 is financed by securitizations. Inability to efficiently raise securitized debt to fund growth would put pressure on the growth target and could result in a more aggressive financial policy, negatively impacting credit ratings. Contracted Cashflows: The ratings reflect Sunnova's long-term contracted residential solar and battery storage portfolio with more than 348,000 creditworthy customers across the U.S. states and territories, a credit positive. Sunnova's customers are residential home owners with high credit rating scores. Sunnova's portfolio has had minimal delinquencies to date, less than 1%, as customers are incentivized to prioritize payment for this essential service. Sunnova's revenue comes from the long-term contracts through either power purchase agreements (PPAs), leases or loans with the customers for whom it installs rooftop solar/solar+storage, as well as, from the sale of the renewable energy credits, inventory sales and from energy and repair services. Sunnova's asset performance since 2018 has been on average in-line or better than the performance guarantees provided to the customers. Sunnova does not have material commodity exposure. Accelerated Portfolio Growth: In 2023, Sunnova has continued its rapid growth as the customer base increased more than 50% by June 30, 2023 vs. a year ago. With an extension of renewable tax credits due to the passage of the Inflation Reduction Act (IRA) and positive momentum towards a shift to renewable energy, the company is projected to continue strong customer growth in the next couple of years. Growth is supported by new solar+battery storage installations and additional services to its existing solar customers looking for energy reliability and resiliency. More than 20% of its solar customers have storage installations on their system, vs. about 17% a year ago. Another area of growth are service and repair only customers and inventory sales. Sunnova works with a network of more than 1500 local dealers, which enables it to leverage dealers' experience in local markets. Sunnova does not bear material development risk as the dealers are paid as the installation is completed and panels placed in service. In addition, the solar rooftop technology is well established, with relatively low maintenance costs once installed. Sunnova is also one of the early movers in the residential solar market and its existing relationships and operating history give it a competitive advantage to capture growth in this fast- growing market. However, current portfolio although very diverse due to the large number of customers is relatively small vs. utility scale solar developers. Weak Financial Metrics: Sunnova's CFO and FCF have been negative in 2022 and in previous years driven by high capex and high working capital required to support the fast-growing business. Significant capex has been predominately financed by securitized debt resulting in high consolidated leverage. Profitability has been hampered by high G&A but is expected to improve as the company gains scale and growth rate starts slowing down over its forecast period. Sunnova's cash flow improvement depends on the ability to grow its customer base, while at the same time being able to retain the margin improvement from the reduction in the acquisition and customer service costs as it gains scale. Fitch expects CFO to improve and turn positive in the next couple of years. Fitch estimates Sunnova's consolidated FFO interest coverage to average 1.7x from 2023-2025, which is lower than previously projected, but in-line with the ratings. Fitch calculates FFO interest coverage at 1.4 in 2022. Fitch has attached a higher weight to consolidated FFO coverage in its financial analysis versus leverage since high leverage metrics are not very meaningful at this rating level for a company that is growing rapidly. Fitch's calculation of FFO includes principal payments from loan customers. Sunnova's consolidated EBITDA leverage stood at 28.0x at YE 2022 pressured by significant customer growth and related costs. Fitch calculates consolidated leverage as total debt with equity credit/EBITDA; where total debt includes securitized debt and EBITDA includes interest income and principal payments from loan customers. Fitch expects leverage will reduce over time, but still stay elevated due to financing with non-recourse securitized debt. Returns Remain Pressured: A sharp move in interest rates since the second half of 2022 has put pressure on the company's returns in 2022 and 2023 as the company funds its growth through securitizations of its PPAs, leases and loans. In addition, higher interest rates have reduced unscheduled principal pre-payments from loan customers as they keep cash received from ITCs. Fitch expects that the return pressure and lower loan prepayments will extend through 2023 and into 2024, but expects Sunnova to pass financing cost increases to customers in the long-run. At the same time, due to the higher interest rate environment Sunnova expects most of its customers to sign PPAs/leases going forward, negatively impacting near term cash flows vs. previous estimates for more growth originated from loan customers. Cash flow contributions from PPA/lease customers tend to be more stable over the life of a PPA/lease, while loan customers cash flows are more frontend loaded as those tend to prepay portions of their loans well in advance of the loan maturity. Structural Subordination of Corporate Debt: Sunnova's corporate debt (held at SEC and Sunnova) is subordinated to the non-recourse securitization debt, which is reflected in SEC's senior unsecured rating. Most of the revenue Sunnova generates goes to service securitizations and tax equity obligations, while the residual is available to Sunnova to service its debt and operating expenses. A smaller, but increasing, portion of Sunnova's revenue is unencumbered by securitization and flows directly to Sunnova, which includes the revenue from sale of the renewable energy credits, loan and inventory sales revenue and residual revenue from securitizations. Sunnova also receives management and service fees, which are paid ahead of any tax equity and securitization payments. The main concern on the holding company level related to the ABS capital structure is the securitization refinancing risk at the Anticipated Repayment Date (ARD). Based on the structure of the securitization debt, cash flow from the residuals will cease once each deal reaches its ARD, if the securitization were not refinanced prior to that. ARD are generally set 5 years-10 years from the issuance. The same consequence (i.e. interrupting the cash flow from the residuals) could occur also as a result of a performance trigger breach (i.e. due to credit risk on Sunnova customers), but this scenario is much more remote given a very diversified customer base, which would require a systemic market disruption to result in a performance trigger breach. Refinancing risk is remote, as the next securitization ARD is in 2027 providing enough run-way for the company to gain scale before it needs to refinance. As more securitizations reach their ARD, Fitch's main concern would be whether Sunnova's will have sufficient access to capital markets to refinance a transaction approaching its ARD, and at what terms it would be refinanced. DOE Loan Guarantee: Earlier this year Sunnova signed an agreement under which DOE would provide a $3.0 billion guarantee to Sunnova's issuance of up to $3.3 bn of loan securitized notes over the next 3 years. The partnership will allow Sunnova to make distributed energy resources available to more disadvantage homeowners. Although the guarantee is expected to reduce the company's weighted average cost of capital, a credit positive, Fitch's principal concern is that customer base could become riskier as DOE requires loans to be extended to larger percentage of the customer base with lower FICO scores (at least 20% with FICO scores less than 680). Lower FICO score customers are less likely to prepay their loans and also more likely to default on their loans. A material increase in customer defaults could lower residual cashflow to Sunnova. Parent Subsidiary Linkage: There is parent subsidiary linkage between Sunnova and SEC. Fitch determines Sunnova's standalone credit profile (SCP) based upon consolidated metrics. SEC has a stronger SCP than parent Sunnova due to the additional debt at the Sunnova level. Legal ring-fencing is open and access and control are also open. As a result, Fitch consolidates the IDRs of Sunnova Energy International (Sunnova) and Sunnova Energy Corporation (SEC). DERIVATION SUMMARY Sunnova's closest peers among Fitch rated renewable energy providers are TerraForm Power Operating LLC's (TerraForm; BB-/Stable) and Leeward Renewable Energy Operations (LREO; BB-/Stable), which own and operate portfolios of nonrecourse, predominantly renewable projects. Fitch views Sunnova's portfolio of assets as unique among its peers as it consists of more than 348,000 residential solar projects across U.S. states and territories vs. its peers that have a more concentrated ownership in a handful of large utility scale wind or solar projects. Portfolio diversity provides more protection from any single project failure causing pressure on the credit, which has been the case with some of its peers. Fitch also views favorably Sunnova's portfolio mix, which consists primarily of solar and solar/storage assets. LREO's owns almost 100% wind generation assets that exhibit more resource variability. TerraForm's portfolio benefits from a large proportion of solar generation assets (43%). Sunnova's has a longer remaining contract life of about 22 years, while LREO's is at nine years. TERPO's long-term contracted fleet has a remaining contract life of 13 years. Sunnova's credit metrics are materially weaker than those of its peers due to the high growth requiring significant WC and customer acquisition costs, a primary driver for a several notch difference in Sunnova's rating vs. its peers. Historically negative CFO is a constraining factor for the rating. Sunnova does not have a parent support like its peers. LREO benefits from having OMERS (AAA/Stable) as a sponsor, while TerraForm is fully owned by Brookfield Renewable Partners (BBB+/Stable). Sunnova is depended on access to public market to be able to facilitate its growth targets as it needs to raise significant amount of capital including corporate debt, equity, tax equity and securitized debt over its forecast period. KEY ASSUMPTIONS - Total capital investment $15.4 billion over 2023-2025; - Assumes financing with combination of corporate debt, equity, tax equity and non-recourse securitized debt; - No expectations to pay dividends over the forecast period; - Assumes customer growth averages 45% annual from 2022 through 2025; - Revenue, EBITDA, FFO and CFO are adjusted to include principal payments (net of those already in revenue) from those customers who have loan contracts with Sunnova. Revenue and EBITDA also include interest income from loan customers. Recovery Analysis in a hypothetical default scenario: The 'RR3' for Sunnova's senior unsecured notes is based on a scenario where Sunnova is not growing and is not able to refinance its senior unsecured note maturity in 2026. Fitch assumes the going-concern EBITDA at Sunnova is approximately $130 million, reflecting the steady state no-growth residual cash flow from securitizations and other unencumbered revenue available to service corporate debt assuming there is no additional growth beyond 2023. Going concern cash flow reflects the absence of growth expenditure and also a full year of operations from the assets put in place as of the end of 2023. Fitch used a multiple of 4.0x to calculate a post-reorganization valuation. The multiple applied in the Sunnova recovery scenario reflects the company's operating profile as an entity with predominately subordinated cash flow stream. Using this going concern cash flow and a 10% administrative claim in the recovery calculation as specified in Fitch's Corporates Notching and Recovery Ratings Criteria, the agency determines the term loan's recovery rating to be 'RR3', which implies good recovery. Recovery ratings are capped at 'RR2' for senior unsecured rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - FFO interest coverage ratio consistently over 2.0x coupled with positive CFO; - Sound execution of its growth strategy leading to sustained improvement in operating margins. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Inability to access capital markets to refinance securitizations and/or finance future growth; - FFO interest coverage ratio lower than 1.3x coupled with negative CFO; - Changes in regulatory construct that would result in a material negative change in the cash flow profile of the company; - Underperformance in the underlying assets that lends material variability or shortfall to expected project distributions on a sustained basis. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: As of June 30, 2023, Sunnova had $187 million of cash on hand available (non-restricted) and $301 million of available borrowing capacity under its three revolving credit facilities, consisting of $54 million under the EZOP revolving credit facility, $226 million under the TEPH revolving credit facility, $8 million under the AP8 revolving credit facility and $12 million under the $50 million IS revolving credit facility. In August 2023, Sunnova amended the EZOP revolving credit facility. The amended EZOP Credit Agreement provides for a revolving credit facility with an aggregate commitment amount of $875 million and an uncommitted maximum facility amount of $1.0 billion. The maturity date for the EZOP revolving credit facility is Nov. 20, 2025. On Aug. 21, 2023, Sunnova increased the aggregate commitments from $185 million to $215 million at its AP8 Credit Agreement. On Aug. 31, 2023, Sunnova amended the TEPH revolving credit facility. The amended agreement increases the aggregate commitments to approximately $762 million from $700 million and increases the uncommitted maximum facility to $859 million from approximately $790 million. The maturity date is extended to November 2025. ISSUER PROFILE Sunnova Energy International Inc. is a leading residential energy service provider, serving 348,000 customers in 55 U.S. states and territories. Sunnova builds, owns, operates and finances residential solar and battery storage assets. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Sunnova Energy International Inc. LT IDR B- Affirmed B- Sunnova Energy Corporation LT IDR B- Affirmed B- senior unsecured LT B New Rating RR3 senior unsecured LT B Affirmed RR3 B TEAM HEALTH: $1.59BB Bank Debt Trades at 23% Discount ----------------------------------------------------- Participations in a syndicated loan under which Team Health Holdings Inc is a borrower were trading in the secondary market around 76.9 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $1.59 billion facility is a Term loan that is scheduled to mature on February 2, 2027. The amount is fully drawn and outstanding. Team Health Holdings, Inc. provides physician staffing and administrative services to hospitals and other healthcare providers in the U.S. TORI BELLE: Unsecureds to Get 10 Cents on Dollar in Plan -------------------------------------------------------- Tori Belle Cosmetics, LLC, filed with the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization dated September 14, 2023. The Debtor was formed in 2019 by its parent company LashLiner, Inc. LashLiner was formed in 2018, to bring to market the invention of its co-founder, Laura Hunter. Hunter invented magnetic eyeliner in February of 2018, a product that dramatically improves the application of false eyelashes through a combination of magnetic eyeliner applied to the eyelid, and false eyelashes lined with very small, rare-earth magnets. LashLiner obtained two patents in Japan covering magnetic eyeliner and magnetic mascara in Japan. Due to a combination of pressures from inflation, competitors, decreased cash flow, changes in digital advertising and high fixed costs incurred during rapid expansion, LashLiner filed for Chapter 11 bankruptcy protection August 2022 (case #22-11273-TWD in the United States Bankruptcy Court for the Western District of Washington). LashLiner's reorganization plan that was confirmed in March 2023 relied on sales by both LashLiner and the Debtor to fund the plan commitments but faltering sales resulted in LashLiner defaulting on the plan. LashLiner was converted to Chapter 7 on August 14, 2023. Before, during and after LashLiner's bankruptcy proceeding, the Debtor operated both independently and in conjunction with LashLiner to sell product. The Debtor's sales were conducted online through e-commerce platforms and through its affiliate, programs, primarily as a multi-level marketing organization. The multi-level marketing (MLM) method, although initially profitable for the Debtor, ultimately came to impair sales and result in more harm than benefit. Faced with slumping sales, high costs and legal fees associated with retaliatory lawsuits against the debtor from ex-affiliates, the Debtor chose to file this Chapter 11 reorganization proceeding on June 16, 2023. This Plan of Reorganization proposes to pay creditors from the Debtor's future operations and the Litigation Recovery all of the Debtor's net income for 36 months. Non-priority unsecured creditors holding allowed claims may receive distributions if secured claims, administrative expenses and priority unsecured claims are paid in full. The proponent of this Plan estimates distributions to general unsecured creditors, if any, at less than 10 cents on the dollar. This Plan provides for full payment of administrative expenses and priority claims. Class 3 consists of all non-priority unsecured claims. Filed or scheduled undisputed claims approximate $3 million. Disputed claims are approximately $10 million, including the Jens class action claim. General unsecured creditors holding allowed claims will receive pro rata payments from the Debtor's net profits after all secured claims, administrative claims and unsecured priority claims have been paid in full. It is not expected that general unsecured creditors will receive a distribution greater than 10%. LashLiner shall retain its equity interest in the Debtor but shall receive no distribution or payment on account of its equity interest until payment in full of Classes 1-7. The Reorganized Debtor will make all payments under the Plan from a Chapter 11 Plan Disbursement Account it will establish at TBD. The Plan Distribution Agent shall be TBD, who shall commence payments under the plan within 30 days after the Effective Date. The Reorganized Debtor shall make additional monthly deposits into the Plan Disbursement Account on the 15th day of each successive month through the 60th month after the Effective Date. The Reorganized Debtor will be managed by Robert Kitzberger until December 31, 2024, at which time the Plan Distribution Agent shall select a new manager or shall renew the agreement of Mr. Kitzberger to continue managing the Reorganized Debtor. A full-text copy of the Plan of Reorganization dated September 14, 2023 is available at https://urlcurt.com/u?l=EUmLFt from PacerMonitor.com at no charge. Debtor's Counsel: James E. Dickmeyer, Esq. LAW OFFICE OF JAMES E. DICKMEYER, PC 520 Kirkland Way Suite 400 PO Box 2623 Kirkland WA 98083-2623 Tel: 425-889-2324 E-mail: jim@jdlaw.net About Tori Belle Tori Belle Cosmetics, LLC, offers cosmetic products in Woodinville, Wash. Tori Belle Cosmetics filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 23-11122) on June 16, 2023, with $4,687,380 in assets and $2,751,998 in liabilities. Robert Kitzberger, president and authorized officer, signed the petition. Judge Marc Barreca oversees the case. James E. Dickmeyer, Esq., at the Law Office of James E. Dickmeyer, PC, is the Debtor's bankruptcy counsel. TRUGREEN LP: $275MM Bank Debt Trades at 36% Discount ---------------------------------------------------- Participations in a syndicated loan under which TruGreen LP is a borrower were trading in the secondary market around 64.5 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The $275 million facility is a Term loan that is scheduled to mature on November 2, 2028. The amount is fully drawn and outstanding. TruGreen provides lawn care services. The Company offers healthy lawn analysis, fertilization, tree and shrub care, weed control, insect control, and other related services. TUFFSTUFF FITNESS: Seeks Cash Collateral Access, $250,000 DIP Loan ------------------------------------------------------------------ TuffStuff Fitness International, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, for authority to use cash collateral and provide adequate protection. The Debtor seeks to obtain post-petition from post-petition lenders on the following terms, such that the Debtor can go to market offering these terms in an attempt to obtain this Financing: (i) a credit line of up to $250,000; (ii) interest at a rate of 12% per annum; (iii) principal and interest payments deferred and to be made at maturity; (iv) rolling maturity date of one year from the date of each draw on the line; (v) immediately secured by valid, binding, continuing, enforceable, fully perfected, and unavoidable first priority security interest and lien in and on all postpetition assets and property of the estate, and a second priority security interests and liens in and on all prepetition property and assets of the Debtor. However, the DIP Liens will not extend or attach to, and the Collateral will not financing to the extent that its current cash on hand is not sufficient to pay immediate and necessary operating expenses. As of the Petition Date, the Debtor has a facility in Chino, California, that the Debtor is in the process of shuttering. The Debtor intends to return, turn over, and/or sell its equipment its manufacturing equipment, subject to court-approved orders and/or stipulations with the relevant interested parties. For over 50 years the Debtor has been the designer and manufacturer of fitness equipment for commercial gym and home gym use. However, the profit margins and business model within in the industry has changed over the decades, and now the Debtor must restructure its affairs to winddown its manufacturing operations and focus on its engineering, design, and prototyping aspects of the business, offshoring production overseas in order to stay competitive and reorganize. The Budget anticipates the need for the DIP Financing in the week of October 2, 2023, in the amount of $100,000, with the second funding in the amount of $150,000 to follow in the week of October 16, 2023. The Debtor submits the secured creditors are adequately protected because the Debtor is prepared to stop using and return, turnover, or sell the manufacturing equipment of the secured creditors and return equipment to the equipment lessors because the Debtor is ceasing its manufacturing operations. With the return of their collateral, which is the indubitable equivalent of their prepetition secured claims, the secured creditors do not have a security interest remaining that requires any additional adequate protection. A copy of the motion is available at https://urlcurt.com/u?l=ZkN4O6 from PacerMonitor.com. About Tuffstuff Fitness International, Inc. Tuffstuff Fitness International, Inc. is a manufacturer of consumer and commercial strength products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. C.D. Cal. Case No. 23-11905) on September 18, 2023. In the petition signed by Richard M. Reyes, Jr., chairman and CEO, the Debtor disclosed up to $10 million in both assets and liabilities. John Patrick M. Fritz, Esq., at Levene, Neale, Bender, Yoo & Golubchick LLP represents the Debtor as legal counsel. TUPPERWARE BRANDS: Expects to File Form 10-K by Mid-October ----------------------------------------------------------- Tupperware Brands Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission that it currently expects to file with the SEC its Form 10-K by mid-October 2023, and its Q1 Form 10-Q and Q2 Form 10-Q in the fourth quarter of 2023; however, there can be no assurance that any or all of these periodic reports will be filed by such dates. The Company previously disclosed, most recently in its Current Report on Form 8-K filed on Aug. 25, 2023, that it has identified multiple prior period misstatements and material weaknesses in internal control over financial reporting for the periods covered by the Form 10-K, and it is continuing its work to finalize its financial close process, including the restatement of its previously issued financial statements, and the identification and quantification of material weaknesses, as applicable. On Aug. 2, 2023, the Company, Tupperware Products, and certain other subsidiaries of the Company entered into a Debt Restructuring Agreement, which among other things, restructured the credit facilities documented by that certain Credit Agreement dated as of Nov. 23, 2021 (as amended), by and among, among others, the Borrowers, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. Pursuant to the terms of the Amended Credit Agreement, the Company was obligated to file the Form 10-K by Sept. 16, 2023, which due date was extended by the Administrative Agent by 15 days to Oct. 2, 2023 in accordance with the terms of the Amended Credit Agreement. To the extent that the Form 10-K will be filed after Oct. 2, 2023, as the Company expects, the Company will need to seek consent of a majority of the Lenders in order to avoid such delay resulting in a default, which if not cured within 30 days of Oct. 2, 2023, would become an Event of Default as defined in the Amended Credit Agreement. Similarly, the deadline for filing the Q1 Form 10-Q is Nov. 30, 2023 and the deadline for filing the Q2 Form 10-Q is Dec. 29, 2023, each of which may be extended by 15 days by the Administrative Agent under the Amended Credit Agreement; if such filings are not made or such extensions are not granted within those time periods, the Company would need to seek consent of a majority of the Lenders for the same reasons described above with respect to the Form 10-K. If an Event of Default occurs under the Amended Credit Agreement, a majority of the Lenders may exercise remedies, including terminating the revolving commitments, accelerating outstanding amounts and foreclosing on collateral. Material Weaknesses The Company has determined that as of Dec. 31, 2022, multiple material weaknesses existed in its internal control over financial reporting, and that its work to evaluate its control environment was ongoing. At present, the Company has determined that it did not design and maintain an effective control environment commensurate with its financial reporting requirements. Specifically, the Company did not maintain a sufficient complement of personnel with an appropriate degree of internal controls and accounting knowledge, experience, and training commensurate with its accounting and financial reporting requirements, and did not design and maintain effective controls in response to the risks of material misstatement. Changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material misstatement in financial reporting. These two material weaknesses contributed to the following material weaknesses: * The Company did not design and maintain effective controls related to the accounting for the completeness, occurrence, accuracy and presentation of income taxes, including the income tax provision and related income tax assets and liabilities. * The Company did not design and maintain effective controls related to the accounting for the completeness, accuracy and presentation of right of use assets and lease liabilities. * The Company did not design and maintain effective controls related to the monitoring of the designation of intercompany loans as being of long term in nature and the related impact to the accounting for foreign currency transaction gains and losses and translation adjustments. * The Company did not design and maintain effective controls related to the accounting for the valuation of goodwill. * The Company did not design and maintain effective controls related to account reconciliations to support the completeness, accuracy and presentation of the consolidated financial statements. * The Company did not design and maintain effective controls related to the presentation and review of the Consolidated Statement of Cash Flows. This material weakness was identified subsequent to the prior disclosure included in the July 7, 2023 Form 8-K. According to the Company, these material weaknesses resulted in the restatement of the Company's annual consolidated financial statements in 2021 and 2020 and each of the Company's interim consolidated financial statements in 2022 and 2021. There can be no assurance that additional material weaknesses will not be identified as the Company completes its financial close process. Additionally, the material weaknesses could result in misstatements to the Company's accounts and disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected. Based on these material weaknesses, management concluded that as of Dec. 31, 2022, the Company's internal control over financial reporting was not effective. The Company is working to implement remediation efforts with the objective of significantly improving the Company's internal controls. A remediation plan will take time to develop, fully implement, and confirm its effectiveness and sustainability. Until a remediation plan is adopted and fully implemented and tested, the material weaknesses described above are expected to continue to exist. About Tupperware Brands Corporation Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products that people love and trust. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. The Company reported its anticipated receipt of notice of these deficiencies in its Current Report on Form 8-K dated May 30, 2023. TUPPERWARE BRANDS: Madeline Otero Quits as EVP & CAO ---------------------------------------------------- Madeline Otero, senior vice president and chief accounting officer of Tupperware Brands Corporation, informed the Company of her intention to resign from her position, effective following the filing of the Company's Form 10-K, expected by mid-October 2023. Ms. Otero's decision to resign from the Company was not due to any disagreement with the Company, its management or the Board of Directors on any matter relating to the Company's operations, policies or practices, according to the Company's Form 8-K filed with the Securities and Exchange Commission. The Company is in the process of engaging a consultant to provide coverage of the accounting function and to work closely with Ms. Otero to ensure a smooth transition of her responsibilities. Following Ms. Otero's departure and until her successor is appointed, Mariela Matute, chief financial officer, will serve also as the Company's principal accounting officer. The Company thanks Ms. Otero for her 23 years of service. About Tupperware Brands Corporation Tupperware Brands Corporation (NYSE: TUP) -- Tupperwarebrands.com -- is a global consumer products company that designs innovative, functional and environmentally responsible products that people love and trust. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. With a purpose to nurture a better future, Tupperware products are an alternative to single-use items. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. On June 1, 2023, Tupperware Brands received a notice from the New York Stock Exchange indicating the Company is not in compliance with Sections 802.01B and Section 802.01C of the NYSE Listed Company Manual because (i) the Company's average global market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same time, its last reported stockholders' equity was less than $50 million, and (ii) the average closing price of the Company's common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice has no immediate effect on the listing of the Company's common stock. The Company reported its anticipated receipt of notice of these deficiencies in its Current Report on Form 8-K dated May 30, 2023. U.S. SILICA: Egan-Jones Retains B- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 7, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by U.S. Silica Holdings, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. operates as a producer of industrial silica and sand proppants. UNIFORM FACTORY: Unsecureds to be Paid in Full in Plan ------------------------------------------------------ Uniform Factory Outlet of Washington, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated September 14, 2023. The Debtor is a Washington limited liability company formed on September 30, 2008. The Debtor is engaged in the business of retail sale of fashion brand medical scrubs, footwear, and accessories for the medical industry through its three leased brick and mortar store locations located in outlet malls in Auburn, WA, Southhaven, MS, and Little Rock, AR. The Debtor's principal address is at 6087 White Tip Rd, Jacksonville, FL 32258. Class 1 consists of the Allowed Unsecured Claims against the Debtor. This Class is Unimpaired and the Claimants shall be paid in full on the Effective Date. Class 2 consists of any and all membership interests and warrants currently issued or authorized in the Debtor. This Class is Unimpaired and the Holders shall continue to hold their prepetition interests after the Effective Date. 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 of the Debtor until the Effective Date will be used to pay for Plan Payments or Plan implementation, and any excess will be retained by the Debtor. A full-text copy of the Plan of Reorganization dated September 14, 2023 is available at https://urlcurt.com/u?l=W5OlQs from PacerMonitor.com at no charge. Attorneys for Debtor: David E. Otero, Esq. Christian P. George, Esq. AKERMAN LLP 50 North Laura Street, Suite 3100 Jacksonville, Florida 32202 Telephone: (904) 798-3700 Facsimile: (904) 798-3730 Email: david.otero@akerman.com Email: christian.george@akerman.com About Uniform Factory Uniform Factory Outlet of Washington, LLC, is engaged in the business of retail sale of fashion brand medical scrubs, footwear, and accessories for the medical industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01531) on June 30, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Jason A. Burgess oversees the case. David E. Otero, Esq., at Akerman, LLP, is the Debtor's counsel. UNIVERSITY SQUARE: Gets OK to Sell Assets by Auction ---------------------------------------------------- University Square Real Estate Holdings, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Ohio to sell assets to University Square Acquisitions, LLC or to another buyer with a better offer. University Square Acquisitions made a $3,500,001 offer for USREH's right, title and interest in two parcels, which are a part of a shopping center known as University Square Shopping Center located in University Heights, Ohio; other assets used to operate the shopping center; and the company's membership interests in University Square Parking, LLC. The proposed buyer also offered to assume USREH's liabilities, including real estate taxes and place a deposit of $100,000. The proposed buyer is an affiliate of KL Holdings. The assets will be put up for bidding to obtain the "highest or otherwise best offer," according to USREH's attorney, Shawn Riley, Esq., at McDonald Hopkins, LLC. The bidding process, which requires court approval, sets a Dec. 11 deadline for potential buyers to place their bids on the assets. The bid must indicate the purchase price to be paid by the potential buyer who is required to provide a cash deposit in an amount equal to 10% of the purchase price. If USREH receives one or more bids from other interested buyers, the company will conduct an auction on Dec. 14. University Square Acquisitions' offer will serve as the stalking horse bid at the auction. In the event it is not selected as the winning bidder, University Square Acquisitions will receive a break-up fee of up to $350,000. The winning bidder will be announced a day after the auction through a notice filed with the bankruptcy court. The winning bidder has until Jan. 5 next year to close the sale. Judge Jessica Price Smith will consider approval of the sale of the assets to the winning bidder at a hearing scheduled for Dec. 29. "Given the extensive prepetition marketing process, which failed to produce any other potential purchaser of the assets and that the stalking horse bid will serve as a floor for qualifying bids for the assets, [USREH] is confident that the post-petition sale process will culminate in [USREH] obtaining the highest or otherwise best offer for such assets," Mr. Riley said. About University Square Real Estate Holdings University Square Real Estate Holdings, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 23-12301) on July 10, 2023, with $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Jessica E. Price Smith oversees the case. Shawn M. Riley, Esq., at McDonald Hopkins, LLC is the Debtor's legal counsel. VAIL RESORTS: Egan-Jones Retains B+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on September 7, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Vail Resorts, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Broomfield, Colorado, Vail Resorts, Inc. operates as a holding company. VANTAGE TRAVEL: Cash Access, DIP Loan OK'd on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, entered a fourth interim order authorizing Vantage Travel Service, Inc. to obtain secured financing from United Travel Pte. Ltd., on a final basis. The Debtor is also authorized to continue using its prepetition lenders' cash collateral, including up to $1.2 million of sale proceeds, through November 18, 2023, in accordance with the Stipulation and the Updated Budget. The Prepetition Lenders are R. Lewis Trust and Henry R. Lewis. As previously reported by the Troubled Company Reporter, United Travel is a Singapore corporation, which has agreed to acquire the Debtor's business operations and assets. The parties' asset purchase agreement is subject to court approval. The Debtor was authorized to borrow up to $560,000 from the DIP Lenders, inclusive of the $500,000 of borrowing authorized by the First Interim Order, on the terms and conditions of the DIP Notes as modified by the First Interim Order and Second Interim Order. The Debtor was authorized to borrow from both United travel and the Lewis entities. The Court held that a prior prohibition against borrowing from the HRL Trust Lender until entry of a final order on the Financing Motion is lifted. Each DIP Lender has consented to the terms of the Order and confirmed that no Event of Default will occur under the DIP Notes to the extent the terms of the Order are inconsistent with the DIP Notes. The Court said the Debtor's authority to obtain DIP Loans from the DIP Lenders pursuant to the DIP Notes is terminated. There have been no Events of Default and the Events of Default will not apply to the Debtor's use of cash collateral. As adequate protection, the Prepetition Lender will receive valid, binding, enforceable and perfected post-petition replacement liens pursuant to 11 U.S.C. sections 361, 363(e), and 364(d)(1), which will be subject and subordinated to the Carve-Out and which will be junior to and subordinate to (i) the properly perfected purchase money security interests in the Prepetition Collateral (if any), and (ii) the Third-Party Cash Collateral Liens but senior to the Prepetition Liens, and will be valid and enforceable against any trustee appointed in any of the Chapter 11 Case (or any successor case involving the Debtor as debtor), and will not be subject to 11 U.S.C. sections 510, 549 or 550. Notwithstanding, any Adequate Protections Liens will only be granted to the extent the Prepetition Liens are valid, perfected, and enforceable. If necessary, a continued hearing on the Debtor's authority to use cash collateral past November 18, 2023, will be held in person on November 7, 2023 at 1o a.m. A copy of the order is available at https://urlcurt.com/u?l=bV2OwE from PacerMonitor.com. About Vantage Travel Service, Inc. Vantage Travel Service, Inc. is a travel agency providing deluxe international tours. Its travel offerings include trips on river and ocean-going vessels owned by affiliated, non-debtor entities, as well as river, ocean-going and land-based tours booked with third-party operators. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11060) on June 29, 2023. In the petition signed by Gregory DelGreco, authorized officer, the Debtor disclosed up to $10 million in assets and up to $500 in liabilities. Judge Janet E. Bostwick oversees the case. Michael J. Goldberg, Esq., at Casner & Edwards, LLP, represents the Debtor as legal counsel. An ad hoc committee of customers is represented by Andrew C. Helman, Esq., at DENTONS BINGHAM GREENEBAUM LLP. VENTURE INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Venture, Inc. 2441 Bailey Avenue Jackson, MS 39213 Business Description: Venture, Inc.'s principal assets are located at Junction Shopping Center, 110 N. Jerry Clower Blvd., Yazoo City, MS; Highland Square Shopping Center 840 Brookway Blvd., Brookhaven, MS; 141 Ellis Ave., Jackson, MS. Chapter 11 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 23-02186 Judge: Hon. Jamie A. Wilson Debtor's Counsel: J. Walter Newman, IV, Esq. NEWMAN & NEWMAN 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-948-0586 Email: wnewman95@msn.com - and - Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Phone: 601-427-0048 Email: cmgeno@cmgenolaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel K. Myers as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FV7HZGI/Venture_Inc__mssbke-23-02186__0001.0.pdf?mcid=tGE4TAMA VERDE BIO: Incurs $317K Net Loss in First Quarter ------------------------------------------------- Verde Bio Holdings, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $316,796 on $75,694 of revenue for the three months ended July 31, 2023, compared to a net loss of $764,008 on $209,910 of revenue for the three months ended July 31, 2022. As of July 31, 2023, the Company had $3.94 million in total assets, $1.92 million in total liabilities, $129,223 in total temporary equity, and $1.89 million in total stockholders' equity. During the period ended July 31, 2023, the Company used cash of $388,585 for operating activities. As at July 31, 2023, the Company had a working capital deficit of $1,630,021 and an accumulated deficit of $16,349,866. Verde Bio said, "The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company's future operations. The Company will continue to rely on equity sales of its common shares in order to continue to fund business operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern for a period of one year from the date these financial statements are issued." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1490054/000109690623001814/vbhi-20230731.htm About Verde Bio Verde Bio Holdings, Inc. (OTC: VBHI) is an energy company based in Frisco, Texas, engaged in the acquisition and management of Mineral and Royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company's dual-focused growth strategy relies primarily on leveraging management's expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. VIANT MEDICAL: S&P Upgrades ICR to 'B-', Outlook Stable ------------------------------------------------------- S&P Global Rating raised its issuer credit rating on Viant Medical Holdings Inc. to 'B-' from 'CCC+'. S&P also raised its issue-level ratings to 'B-' from 'CCC+' on the company's first-lien debt and to 'CCC' from 'CCC-' on the company's second-lien debt. S&P said, "The stable outlook reflects our view that the company's new product wins will support high-single-digit revenue growth, leverage reduction to below 7x, and improve cash flow generation in the next two years. We expect Viant will refinance its upcoming maturities in a timely manner." Viant demonstrated solid operating performance in the first half of 2023, which will likely persist over the near term. A sharp rebound in medical procedures and abating industry-wide headwinds resulted in Viant's revenue jumping 24% in the first half of 2023 compared to the first half of 2022. It resulted in higher-than-expected revenue growth and margin improvement. The strong growth stems from increased demand for medical procedures as COVID-19 moved to an endemic stage, trickling down to the demand for the company's contract manufacturing services, as well as the company's new product wins. S&P said, "However, we believe the revenue growth rate will moderate in the second half of 2023 amid tougher comparisons. We also believe the spike in procedure volumes starting in the second half of last year through the first half of 2023 includes some catch-up demand from drops during the COVID-19 pandemic. We forecast the procedure backlog will largely be absorbed by the second half of 2023, leading to more normalized industry demand patterns in 2024. At the same time, we estimate Viant's new program wins will support high-single-digit percent growth in 2024." The company's S&P Global Ratings-adjusted EBITDA expanded to $70 million in the first half of 2023 million from $52 million in the first half of 2022, supported by S&P Global Ratings-adjusted EBITDA margin expansion of about 100 basis points (bps) to 11.8% from 10.8%, respectively. The margin expansion reflects its fixed-cost leverage, labor and raw materials cost improvements, and moderating supply chain disruptions. S&P forecasts Viant's S&P Global Ratings-adjusted EBITDA margin will reach the 12.0%-12.5% range in 2023 and continue expanding in 2024. S&P said, "We expect the company's cash flow generation will continue to improve.The company's cash flow deficit in the first half of 2023 was about $18 million, slightly increasing from $14 million in the first half of 2022. While Viant's reported EBITDA expanded by approximately $19 million in the first half of 2023, its free cash flow generation remains negative due to increased interest expense (approximately $44 million in the first half of 2023 versus approximately $25 million in the same period 2022) and high capital expenditure (capex) of about $20 million. We believe that as the company's revenue grows, its cash generation will improve, reaching breakeven in 2024 and rising to $20 million in 2025. "We believe the company's improved performance will support its 2025 and 2026 refinancing needs. The company's revolver is due April 2025, its first-lien term loan (approximately $592 million outstanding) is due July 2025, and its $173 million second-lien term loan is due July 2026. We believe the company's stronger-than-expected financial performance, including the expected reduction in leverage to about 7x by the end of 2023, will support refinancing or extension of the maturities of the company's debt in a timely manner. "The stable outlook reflects our view that the company's new product wins will support high-single-digit revenue growth, leverage reduction to below 7x, and improved cash flow generation in the next two years. We expect Viant will refinance its revolver due April 2025 and the first-lien term loan due July 2025 in a timely manner. "We could lower the rating if the company's performance deteriorates, its capital structure becomes unsustainable, or if we forecast payment default within the next 12 months. In this scenario, the company's free cash flow deficits increase sharply, resulting in tightening liquidity and increased refinancing risks. "We could raise the rating if we believe the company can consistently sustain its S&P Global Ratings-adjusted leverage below 6x and free operating cash flow (FOCF) to debt above 3%. This could materialize if Viant's revenue growth exceeds 10%, with an S&P Global Ratings-adjusted EBITDA margin expanding to above 13% in 2024. "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private equity sponsors. Our assessment also reflects the generally finite holding periods and a focus on maximizing shareholder returns." VITAL PHARMACEUTICALS: Files Amendment to Disclosure Statement -------------------------------------------------------------- Vital Pharmaceuticals, Inc., et al., submitted a First Amended Disclosure Statement for First Amended Joint Plan of Liquidation dated September 14, 2023. The Debtors sold the Purchased Assets (i.e., substantially all of the Debtors' assets, as described in the Asset Purchase Agreement) in a transaction that closed on July 31, 2023, and the Debtors remain in possession of their remaining property without the oversight of a trustee. The Plan provides for, among other things, the establishment of a Liquidating Trust to distribute the Liquidating Trust Assets of the Debtors and appoint the Liquidating Trustee pursuant to the mechanics as set forth in the Plan. Following the closing of the Sale Transaction, the remaining assets in the Estates include Cash on hand and the Retained Causes of Action. Like in the prior iteration of the Plan, Class 3 General Unsecured Claims are impaired. Creditors will recover 1% or greater depending on the results of claims reconciliation and monetization of Excluded Assets, including Retained Causes of Action. Each holder of an Allowed General Unsecured Claim shall receive Liquidating Trust Interests entitling each such holder to receive its Pro Rata share of the Residual Cash, provided, however, that notwithstanding the foregoing, no distributions of Residual Cash or otherwise shall be made to holders of Settlement Parties' Allowed General Unsecured Claims (and such Claims shall not be considered for purposes of determining the Pro Rata share of Residual Cash to which holders of other Allowed General Unsecured Claims are entitled) unless and until: (x) in the case of the Allowed DIP Deficiency Claim, holders of Allowed General Unsecured Claims not constituting Settlement Parties' Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least (I) $5 million less (II) the positive difference, if any, between (A) the Debtors' good faith estimate of Residual Cash held by the Debtors as of the Effective Date and (B) $15.5 million minus the aggregate amount of Fee Claims for professional services rendered or costs incurred on or after the Closing Date through the Effective Date: and (y) in the case of all other Allowed Settlement Parties' Allowed General Unsecured Claims, Holders of Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least $5 million. Distributions to Holders of Allowed General Unsecured Claims shall be made at such times and in such intervals as determined by the Liquidating Trustee. The Plan is a joint chapter 11 plan for each of the Debtors, with the Plan for each Debtor being non-severable and mutually dependent on the Plan for each other Debtor. In consideration for the classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies resolved pursuant to the Plan. On the Effective Date, the Liquidating Trust shall be established, for the benefit of the Liquidating Trust Beneficiaries, pursuant to the Liquidating Trust Agreement, which will be filed with the Bankruptcy Court as part of the Plan Supplement. Upon establishment of the Liquidating Trust, all Liquidating Trust Assets shall be deemed transferred to the Liquidating Trust without any further action of the Debtors or any managers, employees, officers, directors, members, partners, shareholders, agents, advisors, or representatives of the Debtors. The Debtors have sold substantially all of their assets. Pursuant to the Plan, the Liquidating Trustee shall be vested with the Debtors' remaining assets for liquidating and distributions in accordance with the Plan. Therefore, the Bankruptcy Court's confirmation of the Plan is not likely to be followed by liquidation or the need for any further reorganization. A full-text copy of the First Amended Disclosure Statement dated September 14, 2023 is available at https://urlcurt.com/u?l=W59Yur from Stretto, the claims agent. Co-Counsel for the Debtors: George A. Davis, Esq. Tianjiao ("TJ") Li, Esq. Brian S. Rosen, Esq. Jonathan J. Weichselbaum, Esq. LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 E-mail: george.davis@lw.com ti.li@lw.com brian.rosen@lw.com ion.weichselbaum@lw.com - and - Andrew D. Sorkin, Esq. 555 Eleventh Street, NW, Suite 1000 LATHAM & WATKINS LLP Washington, D.C. 20004 Telephone: (202) 637-2200 E-mail: andrew.sorkin@lw.com - and - Whit Morley, Esq. 330 North Wabash Avenue, Suite 2800 LATHAM & WATKINS LLP Chicago, IE 60611 Telephone: (312) 876-7700 E-mail: whit.morlev@lw.com - and - Jordi Guso, Esq. Michael J. Niles, Esq. 1450 Brickell Avenue, Suite 1900 BERGER SINGERMAN LLP Miami, FL 33131 Telephone: (305) 755-9500 E-mail: iguso@bergersingerman.com mniles@bergersingerman.com About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. VOYAGER TRAVEL: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------------- Voyager Travel, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for authority to use cash collateral retroactive to the petition date and provide adequate protection. The Debtor requires the use of cash collateral to fund its operating expenses and costs of administration in this Chapter 11 case. The U.S. Small Business Administration may claim that its claim of approximately $992,914 is secured by a blanket lien against the Debtor's assets by virtue of its UCC-1 financing statement which was filed on June 1, 2020. The Debtor reserves the right to challenge the validity, priority and extent of the SBA's lien against the Debtor's assets. The SBA's debt is secured by various personal property, cash, intangibles, and accounts receivable owned by the Debtor. The Secured Creditor Assets include $340,733 in cash and accounts receivables which the Debtor expects to collect. As adequate protection for the use of cash collateral, Debtor offers the SBA the following: a. A post-petition replacement lien on the Secured Creditor Assets to the same xtent, validity, and priority as existed pre-petition; b. The right to inspect the Secured Creditor Assets on 48 hours notice, provided that said inspection does not interfere with the operations of the Debtor; and c. Copies of monthly financial documents generated in the ordinary course of business and other information as the SBA may reasonably request with respect to the Debtor's operations. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=S7zufQ from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $34,973 for September 2023; $64,613 for October 2023; $50,421 for November 2023; and $46,910 for December 2023. About Voyager Travel, Inc. Voyager Travel, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 8:23-bk-04045) on September 14, 2023. In the petition signed by Thomas E. Barnette, director, at $500,000 in assets and $1million in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., represents the Debtor's counsel. WEINSTEIN CO: Chapter 11 Trust Receives $1-Mil. Trustee Fee Refund ------------------------------------------------------------------ Vince Sullivan of Law360 reports that the Chapter 11 liquidating trust of The Weinstein Co. will receive a large refund from U.S. Trustee's Office after a Delaware bankruptcy judge found late Thursday, September 14, 2023, that a refund is the appropriate remedy for an unconstitutional fee structure employed by the bankruptcy watchdog. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- was a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018, after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath served as the case judge. Cravath, Swaine & Moore LLP acted as the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., served as the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. Renamed TWC Liquidation Trust, LLC, following the asset sale, the Debtors obtained confirmation of their bankruptcy plan on January 26, 2021. WEWORK COS.: At Risk of Chapter 11 Bankruptcy Filing ---------------------------------------------------- James Nani of Bloomberg Law reports that coworking giant WeWork is flirting with bankruptcy, raising the prospect that its hundreds of landlords around the world could be forced to give it lease concessions. With some $2.2 billion in rent obligations due next 2024, WeWork Cos. Inc.'s ability to recast or cancel its leases will be central to its survival. But the company's fortunes also reflect the changing nature of work and an increasingly hybrid workforce, adding to the "double whammy" facing commercial landlords who are also struggling with higher interest rates. If the company opts for Chapter 11, its landlords will be forced to either accept deals on rent or be kicked to nearly the back of the repayment line, with claims for reduced rent obligations, bankruptcy and real estate specialists said. The company recently began a process to renegotiate virtually all its landlord leases, which are spread among 777 locations in 39 countries as of June 30, 2023, according to a public filing. The result of that process may help determine whether the company will have to reorganize in bankruptcy. Chapter 11 would offer WeWork upsides, including the ability to escape onerous real estate leases. Faced with a debtor-friendly Chapter 11 scenario and a distressed commercial office market, landlords may be willing to cut rent or make other deals to keep WeWork as a tenant—in or out of bankruptcy, lawyers said. The threat of bankruptcy alone could force landlords to the table. "I think this is a story about leverage," said Harold Bordwin, a principal in New York at Keen-Summit Capital Partners LLC who specializes in renegotiating distressed real estate. WeWork interim CEO and Director David M. Tolley on September 6, 2023 announced in an open letter that the company will try to exit "unfit and underperforming locations" but remain in the majority of its buildings and markets. The announcement came after the company warned last month that it had "substantial doubt" about its ability to continue operating. Landlords at Disadvantage One of the primary tools for debtors in Chapter 11 is the ability to assume or reject a lease. Leases would be by far the most critical issue if WeWork were to file for bankruptcy, said Jim Van Horn, a partner at Barnes & Thornburg and global president of the Turnaround Management Association. "Landlords are very much at a disadvantage in situations like this because there are very limited options for landlords in this market in particular," Van Horn said. A reorganization would give the company an opportunity to get new space and a lower price, he said. A bankrupt WeWork could also try to find a company to purchase its leases. But right now, that may be difficult with the amount of availability on the market, Van Horn said. A WeWork bankruptcy that rejects leases would contribute to landlords’ existing troubles by leaving them with big blocks of empty space, said Eric Haber, counsel at brokerage Wharton Property Advisors. "They've already been hit with the double whammy of remote work and higher interest rates," Haber said. The company has since late 2019 exited or modified 590 leases, reducing its lease payments by an estimated $12.7 billion, Tolley has said. Though a WeWork bankruptcy poses problems for many landlords, some in the real estate market have been preparing. "When underwriting properties with WeWork as a tenant, real estate lenders have been baking-in a potential bankruptcy to their underwriting assumptions to account for this added risk," said Ran Eliasaf, founder and managing partner of real estate private equity firm Northwind Group. 'Unsatisfactory Result' The ability to scrap leases is a huge benefit for companies that have a glut of them, said David Skeel, a law professor at the University of Pennsylvania Law School. "Being able to reject undesirable leases and pay 'bankruptcy dollars' rather than real dollars is a big advantage of filing for bankruptcy when such a company is struggling," Skeel said. Rejecting a lease in Chapter 11 essentially counts as a contract breach, which means the contract terminates and the landlord is left in similar position as it would be outside of bankruptcy, according to Bordwin. However, under the bankruptcy code, that pre-bankruptcy lease claim is capped and can never exceed three years of rent, Bordwin said. That's a significant difference from how rent obligations would be treated outside of bankruptcy, he said. "Not only is it capped at three years, but then it gets paid at the end of the case in 'bankruptcy dollars,' with other unsecured creditors," Bordwin said. "It's typically paid out cents on the dollar. So it's a pretty unsatisfactory result for landlords." WeWork had a weighted average of 11 years left in its leases and future minimum lease payment obligations of about $25 billion as of June 30, 2023, the company said in an August filing. Rent that's due after a bankruptcy filing and before a rejection has a higher payment priority compared to pre-bankruptcy rent, and needs to be paid when a Chapter 11 plan goes into effect. That often means debtors make those lease decisions relatively quickly after filing for bankruptcy to keep costs down. As landlords weigh their options, they typically have to consider the interest of their mortgage lenders. "Can the landlord make decisions without talking to its its mortgage lender? Will its mortgage lender agree to that kind of rent reduction? So it's not such a simple negotiation where the landlord is making that decision on his own," Bordwin said. "More likely than not, it's got to get consent from the lender." Office Distress Decisions by landlords over how to address WeWork's situation may be compounded by the difficult task of trying to find similar tenants, said Ann K. Chandler, a Denver-based real estate attorney with Hall Estill. "There's all these services that WeWork offered to provide to their members who were using their spaces," Chandler said. "It's not an easy thing for a landlord to take back that kind of space." Chandler noted that renegotiating leases may be challenging because of growing competition in the coworking industry. WeWork public filings offer a glimpse into the layout of its coworking empire. The company had 43.9 million rentable square feet of space globally as of the end of 2022. Of that, 18.3 million was in the US and Canada. The company has more than 600 landlord relationships globally, according to the filings. By the end of June, 41% of WeWork's revenue was earned in the US and a majority of the company's 2022 revenue from US locations came from the greater New York City, San Francisco, and Boston markets, according to public filings. While those area leases offer possible lease savings, they also bring in significant income. As of the end of 2022, WeWork said it represented about 1% of the total commercial office stock in New York City. WeWork has struggled in recent years, but other coworking companies have seen gains. Regus and Spaces brands owner IWG PLC, which says it's the largest provider of hybrid workspace globally, announced in August the "highest-ever revenue" in its 30-year history. Past Coworking Bankruptcies WeWork wouldn't be the first shared workspace entity to go bankrupt. Knotel Inc. filed for Chapter 11 in January 2021 following losses stemming from the pandemic and a worldwide shift to working from home. The New York City-based company—which employed about 110 people, had about 300 customers, and had more than 4 million square feet of leased workspace—eventually wound down after it sold its business to lender Digiatech LLC, an affiliate of commercial real estate firm Newmark Group Inc. Coworking space provider RGN-Group Holdings LLC and affiliates—subsidiaries of Regus Corp.—won court approval in August 2021 for their bankruptcy plan which allowed them to keep operating in most of their roughly 1,000 North American locations. The bankrupt Regus subsidiaries were able to reorganize by renegotiating a substantial number of their leases. But while bankruptcy offers some advantages, it's also costly and risky. "They're trying to avoid bankruptcy because then they're in play. They can be bought," Wharton Property Advisors' Haber said. "They could end up liquidated if the reorganization doesn't work. They lose control." About WeWork Inc. New York, NY-based WeWork Inc. (NYSE: WE) -- wework.com -- is a global flexible workspace provider, serving a membership base of businesses large and small through its network of 779 Systemwide Locations, including 622 Consolidated Locations as of December 2022. WeWork reported a net loss of $2.29 billion for the year ended Dec. 31, 2022, a net loss of $4.63 billion for the year ended Dec. 31, 2021, a net loss of $3.83 billion in 2020, and a net loss of $3.77 billion in 2019. As of Dec. 31, 2022, the Company had $17.86 billion in total assets, $21.31 billion in total liabilities, and a total deficit of $3.43 billion. WEXFORD LABS: Unsecureds to Get Share of Income for 5 Years ----------------------------------------------------------- Wexford Labs, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Illinois a First Subchapter V Plan of Reorganization dated September 18, 2023. Debtor operates a manufacturing business in Illinois and Missouri specializing in disinfectant products, including wipes, sprays, and concentrate. At the onset of the Covid outbreak, demand for disinfectant products spiked, causing Debtor to rapidly scale up operations to meet demand. Following the CDC's announcement that Covid-19 was not spread via direct contact, Debtor's business experienced an immediate decline in demand back to pre-pandemic numbers. As a result of the rapid growth, Debtor was left with an excess of low demand inventory and debts from loans and trade credit used to scale up the operation. Debtor is now addressing its financial situation as a whole and Debtor felt that a Chapter 11 reorganization was the best business decision for its long-term future. Through this bankruptcy, Debtor hopes to stabilize operations and formulate a plan of reorganization that will maximize benefit of creditors. Pursuant to the Plan, the Debtor proposes to pay its Creditors, after confirmation and the Effective Date of the Plan, from a combination of monies that Debtor has accumulated during this Chapter 11 Case and future income received by Debtor for 5 years following the Effective Date of the Plan unless otherwise provided herein. Class 3 consists of General Unsecured Claims. Holders of Allowed General Unsecured Claims will receive their Pro Rata share of Excess Monthly Income on the first day of the month after Class 1 Claims are paid in full, and quarterly thereafter for 5 years or the holders of Allowed Class 3 Claims are paid in full, whichever is shorter. General Unsecured Claims in Class 3 are Impaired. Class 4 consists of all Allowed Interests in Debtor. All Class 4 Allowed Interests will be retained on the Effective Date and therefore are unimpaired under the Plan. All of Debtor's Excess Monthly Income will be used to fund the Plan. A full-text copy of the First Subchapter V Plan dated September 18, 2023 is available at https://urlcurt.com/u?l=WPV4G9 from PacerMonitor.com at no charge. Attorneys for the Debtor: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. Carmody MacDonald, PC 120 South Central Avenue, Suite 1800 St. Louis, MO 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8660 Email: ree@carmodymacdonald.com thr@carmodymacdonald.com About Wexford Labs Wexford Labs, Inc., formulates and manufactures broad-spectrum antimicrobial solutions for healthcare facilities, dental offices, hospitality and food service businesses, educational institutions and public service agencies, pharmaceutical facilities, agricultural businesses and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ill. Case No. 23-30420) on June 20, 2023. In the petition signed by CEO Jeffrey Singer, the Debtor disclosed $1,386,692 in assets and $4,782,608 in liabilities. Judge Laura K. Grandy oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald P.C., is the Debtor's legal counsel. WHEEL PROS: S&P Cuts ICR to 'SD' Following Distressed Transaction ----------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based Wheel Pros Inc. to 'SD' (selective default) from 'CCC'. S&P also lowered its issue-level rating on the company's senior secured debt to 'D' (default) from 'CCC'. S&P's issue-level rating on the company's senior unsecured debt is affirmed at 'CC'. S&P said, "The downgrade follows the completion of the first part of the company's debt restructuring, which we view as distressed. Wheel Pros completed the first part of its debt restructuring, which involved an agreement with about 70% of its term loan debtholders to immediately contribute $144 million to a new money FILO (first-in, last-out) loan. In addition, these existing term loan holders participated in a new first-lien loan in the amount of $723 million to fund an open market purchase of the existing term loan of $808 million principal value. The net FILO proceeds were used to pay down most of the outstanding balance on the asset-based loan (ABL) to support liquidity. Certain unsecured noteholders also participated in a new $272 million second lien note to fund the purchase of $272 million of existing unsecured notes. We view the transaction on the term loan as a distressed exchange, because term loan holders received less than par. Furthermore, the company conducted the transaction out of distress because of its constrained liquidity position, negative operating cash flow, and declining sales. "We are moving the issuer credit rating to 'SD' as a result. We view the company as remaining current on its ABL obligation despite the facility extension as lenders were offered adequate compensation. We don't consider the unsecured exchange as distressed because exchangers received par with the same interest payments and a second lien on term loan collateral. Those that weren't offered the unsecured exchange retain their original claims. "For the second part of the restructuring transaction, the company is offering the remaining approximately 30% of term loan holders the chance to sell their existing claims for a new first-lien term loan at either 85 cents on the dollar, if they contribute new money to the FILO loan, or 60 cents on the dollar if they do not. The company is looking to raise a full FILO loan of $235 million for $206 million of proceeds, $62 million to be funded at the second close. The $62 million of proceeds will be used to pay down the ABL balance. The FILO funding is backstopped by the participants in the first exchange. We also view the second part of the restructuring transaction as distressed largely for the same reasons as the first part. "On completion of the second part of the transaction, we expect to review the ratings based on our assessment of the new capital structure and updated view of the company's operating performance. While the new money FILO improves the company's liquidity position, we expect to raise the rating back to the 'CCC' category given the cyclicality in demand for Wheel Pros's products amid a weak economic environment, the restructuring the company is still undergoing to improve profitability, and its unsustainable leverage profile post-restructuring." Wheel Pros designs, markets, and distributes branded aftermarket custom wheels for light trucks, sports utility vehicles, and passenger cars. The company also sells and distributes performance tires and accessories for these vehicles. The company is a portfolio company of Clearlake Capital Group L.P. S&P said, "Environmental factors have an overall neutral influence on our rating analysis on Wheel Pros. The company focuses on automotive aftermarket accessories (wheels) that do not depend on the type of vehicle engine propulsion. Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects the company's generally finite holding periods and a focus on maximizing shareholder returns." YELLOW CORP: Court OKs $212.5MM DIP Loan from Alter Domus --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Yellow Corporation and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. Alter Domus Products Corp. serves as Administrative Agent and Collateral Agent under the DIP Facility. The Debtor obtained postpetition financing through a postpetition credit facility of up to $212.5 million. The DIP Facility includes a junior secured, superpriority debtor in possession multi-draw term loan facility, consisting of new money term loans in an aggregate principal amount of S42.5 million. The new money term loans are available upon entry of the Interim Order, $11 million on the Second Draw, and $13.421 million on the Third Draw. Up to $70 million of additional new money term loans will be made available at the Debtors' request following entry of the Final Order and the Third Draw. The Debtor also obtained an incremental postpetition tranche of the Facility, constituting a senior secured, superpriority debtor in possession multi-draw term loan facility, is also available. The Postpetition B-2 Facility consists of new money term loans provided by Citadel Credit Master Fund LLC, with $42.1 million made available upon entry of the Interim Order, $26.4 million on the Second Draw, and $31.6 million on the Third Draw. The Debtor is authorized on a final basis to borrow up to and draw (a) $60 million pursuant to the terms and conditions of the DIP Loan Documents and (b) $37.5 million (the Second Draw) on such date that the Second Draw became available to be drawn pursuant to the terms and provisions of the DIP Loan Documents, and the DIP Guarantors were authorized by the Interim Order, and are authorized on a final basis to guarantee the Borrower's obligations on account of the Initial Draw and the Second Draw, subject to any limitations set forth in the DIP Loan Documents. The Debtor is authorized on a final basis to borrow and draw (x) an incremental $45 million -- the Third Draw -- upon entry of the Final Order and, thereafter, at the Borrower's request and without further approval or Court order, (y) up to $70 million in further incremental loans, and the DIP Guarantors are authorized on a final basis to guarantee the Borrower's DIP Obligations on account of the Third Draw and -- if and to the extent drawn -- the Additional Junior DIP Loans, subject to the limitations set forth in the DIP Loan Documents. The proceeds of the DIP Loans will be used for all purposes permitted under the DIP Loan Documents and the DIP Orders, in each case subject to and in accordance with the Approved Budget (subject to any Permitted Variances). The DIP facility is due and payable through the earliest to occur of: (i) February 17, 2024; provided that the Scheduled Maturity Date may be extended by the Lenders to May 17, 2024, with the Debtors' consent; provided, however, that the Scheduled Maturity Date may not be extended unless and until all Obligations -- as defined in the Prepetition UST Tranche A Credit Agreement -- and all Obligations as defined in the Prepetition UST Tranche B Credit Agreement have been paid in full in cash; (ii) The effective date or the date of the substantial consummation of a Plan of Reorganization that has been confirmed by a Bankruptcy Court order; (iii) The date the Bankruptcy Court orders the conversion of the Chapter 11 Case of any of the Loan Parties to a liquidation under Chapter 7 of the Bankruptcy Code; (iv) The date the Bankruptcy Court orders the dismissal of the Chapter 11 Case of any of the Loan Parties; (v) The date of acceleration of the Term Loans or early termination of the Initial Term Commitments hereunder, including as a result of the occurrence of an Event of Default; (vi) The date the Canadian Court orders the appointment of a receiver, interim receiver, trustee or any similar official in respect of any of the Canadian Debtors or the Canadian Collateral (which for certainty does not include the appointment of the Information Officer); or (vii) The date that is 45 calendar days after the Petition Date if the Final Order Entry Date will not have occurred by that date. The Debtors are required the comply with these milestones: 1) By no later than 30 calendar days after the Petition Date, the Bankruptcy Court will have entered the Bidding Procedures Order, in form and substance reasonably satisfactory to the Lenders. 2) By no later than 15 calendar days after the Final Order Entry Date, the Borrower, in its capacity as foreign representative on behalf of the Debtors, will have filed a motion with the Canadian Court for the recognition of, and the Canadian Court will have issued, the Canadian Final DIP Recognition Order. 3) By no later than 45 calendar days after the Petition Date, the Bankruptcy Court will have entered the Final Order, in form and substance satisfactory in all material respects to the Lenders and the Agents. 4) By no later than 90 calendar days after the Petition Date, the Debtors will have received unique, non-duplicative binding cash bids for the B-2 Priority Collateral pursuant to the Bidding Procedures Order that would generate, in the aggregate, Net Proceeds at least equal to $250 million. 5) By (A) no earlier than 120 calendar days after the Petition Date, the Debtors will have consummated one or more Dispositions of all or substantially all of their assets in accordance with the Bidding Procedures Order that generates Net Proceeds in respect of the B-2 Priority Collateral equal to at least 100% of the sum of the aggregate amount of Obligations outstanding hereunder as of such date and the B-2 Obligations and will have indefeasibly repaid both the B-2 Obligations and the Obligations outstanding thereunder in full in cash. On September 11, 2019, Yellow and certain of its subsidiaries, as guarantors, amended and restated the existing credit facilities under the credit agreement dated February 13, 2014 and entered into a $600 million term loan agreement with the Prepetition B-2 Lenders, and Alter Domus, as administrative agent and collateral agent. Yellow's obligations under the Prepetition B-2 Credit Agreement are guaranteed by the Term Guarantors. The Prepetition B-2 Term Loan has a maturity date of June 30, 2024, with a single payment due at maturity of the outstanding balance. The Prepetition B-2 Term Loan initially bore interest at the Adjusted LIBO rate -- subject to a floor of 1% -- plus a margin of 7.5% per annum, payable at least quarterly in cash, subject to a 1.0% margin step down in the event the Company achieves greater than $400 million in trailing-twelve-month Adjusted EBITDA. Obligations under the Prepetition B-2 Term Loan are secured by a perfected first-priority security interest in (subject to permitted liens) assets of the Company and the Term Guarantors, including but not limited to all of the Company's wholly owned terminals, tractors and trailers other than the tractors and trailers funded by the UST Tranche B loan, subject to certain limited exceptions. As of the Petition Date, approximately $485.4 million in borrowings remain outstanding under the Prepetition B-2 Term Loan. The Prepetition ABL Loan Parties were also indebted and liable to the Secured Parties for outstanding principal amounts of loans, Letters of Credit, fees, expenses, costs, charges, indemnities, and other obligations. As of the Petition Date, ABL Cash Collateral was held on deposit in the Borrowing Base Cash Account and pledged to the Prepetition ABL Agent as security for certain Bank Product Debt owed to Citizens Bank N.A. and its affiliates. The existing ABL Cash Collateral amounts to $91.449 million and $3.8 million, respectively. As adequate protection, the Debtors will grant the DIP Agent, for the benefit of the DIP Lenders, a first lien on all previously unencumbered assets of the Debtors and a priming lien on certain Prepetition Collateral, subject to the Prepetition Secured Parties' collateral priority scheme as set forth in the Prepetition Intercreditor Agreement. A copy of the order is available at https://urlcurt.com/u?l=dwj1J1 from PacerMonitor.com. 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. YELLOW CORP: Court OKs Cash Collateral Access on Final Basis ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Yellow Corporation and affiliates to use UST cash collateral on a final basis in accordance with the budget. The Debtors have demonstrated an immediate and critical need to use the UST Cash Collateral to fund the Chapter 11 Cases and maximize the value of their estates through an orderly winddown process of their businesses and a comprehensive sale process for their assets. The UST cash collateral means all of the Debtors' cash, wherever located and held, including cash in deposit accounts, (a) that constitutes or will constitute "cash collateral" of any of the Prepetition UST Secured Parties within the meaning of 11 U.S.C. Section 363(a) and (b) over which the Prepetition UST Secured Parties have liens, subject to the relative priorities of the Prepetition Secured Parties and the Prepetition UST Secured Parties as set forth in the Prepetition Intercreditor Agreement and the Interim DIP Order. Pursuant to the UST Tranche A Term Loan Credit Agreement, dated as of July 7, 2020, by and among (a) Yellow Corp, as borrower, (b) the guarantors party thereto, (c) The Bank of New York Mellon, as administrative agent and collateral agent, and (d) the lenders party thereto from time to time, the Prepetition UST Tranche A Loan Parties incurred Obligations to the Prepetition UST Tranche A Secured Parties on a joint and several basis. Pursuant to the UST Tranche B Term Loan Credit Agreement, dated as of July 7, 2020, documents, and instruments executed or delivered in connection therewith, by and among (a) Yellow Corp, as borrower, (b) the guarantors party thereto, (c) BNY, as administrative agent and collateral agent, and (d) the lenders party thereto from time to time, the Prepetition UST Tranche B Loan Parties incurred Obligations to the Prepetition UST Tranche B Secured Parties on a joint and several basis. Pursuant to (and to the extent set forth in) the Amended and Restated Intercreditor Agreement, dated as of July 7, 2020 by and among the Prepetition ABL Agent, the Prepetition B-2 Agent, the Prepetition UST Tranche A Agent and the Prepetition UST Tranche B Agent, which Prepetition Intercreditor Agreement, Prepetition UST Loan Documents, and Prepetition Loan Documents, are, in each case, binding and enforceable against the parties thereto, which agreed in the Prepetition Intercreditor Agreement, among other things, to the relative priority of such parties' respective security interests in the Prepetition Collateral, which relative priorities are set forth in and governed by the Prepetition Intercreditor Agreement. As of the Petition Date, the Prepetition UST Tranche A Loan Parties were indebted to the Prepetition UST Tranche A Secured Parties in the aggregate principal amount of not less than $337.1 million plus accrued and unpaid interest thereon and any fees, expenses and disbursements. As of the Petition Date, the Prepetition UST Tranche B Loan Parties were indebted to the Prepetition UST Tranche B Secured Parties in the aggregate principal amount of not less than $400 million. As adequate protection for the Debtors' use of UST Cash Collateral, the Debtors will meet timely several milestones including: (i) No later than 45 calendar days after the Petition Date, the Court will have entered the Interim DIP Order and the Interim UST Cash Collateral Order, each in form and substance satisfactory to the Prepetition UST Secured Parties; (ii) No later than 15 calendar days after the Petition Date, the Court will have entered the Bidding Procedures Order, in form and substance reasonably satisfactory to the Prepetition UST Secured Parties; (iii) No later than 45 calendar days after the granting of the Interim DIP Order and the Interim UST Cash Collateral Order by the Court, the Canadian Court will have issued the Canadian Initial Recognition Order, the Canadian Supplemental Order, and the Canadian Interim DIP Recognition Order, each in form and substance reasonably satisfactory to the Prepetition UST Secured Parties; (iv) No later than 15 calendar days after the Court's granting of the Final DIP Order, the Borrower, in its capacity as foreign representative on behalf of the Debtors, will have filed a motion with the Canadian Court for the recognition of, and the Canadian Court will have issued, the Canadian Final DIP Recognition Order (each in form and substance reasonably satisfactory to the Prepetition UST Secured Parties; (v) No later than 90 calendar days after the Petition Date, the Debtors will have received unique, non-duplicative binding cash bids for the Prepetition B-2 Priority Collateral pursuant to the Bidding Procedures Order that would generate, in the aggregate, net proceeds at least equal to $250 million; and (vi) No later than 100 calendar days after the Petition Date, the Debtors will have received unique, non-duplicative binding cash bids pursuant to the Bidding Procedures Order which are not subject to any financing contingencies for Prepetition B-2 Priority Collateral pursuant to the Bidding Procedures Order that would generate, in the aggregate, net proceeds at least equal to $450 million. The Prepetition UST Tranche B Agent and UST Tranche A Agent are granted, for the benefit of the Prepetition UST Tranche B Secured Parties, a valid, perfected replacement security interest in and lien on account of the Diminution in Value upon all of the DIP Collateral. The Prepetition UST Tranche B Secured Parties and UST Tranche A Secured Parties are also granted allowed superpriority administrative expense claims against the Debtors on a joint and several basis (without the need to file any proof of claim) onaccount of the Prepetition UST Tranche B Secured Parties' Diminution in Value under Section 507(b) of the Bankruptcy Code. A copy of the order is available at https://urlcurt.com/u?l=mcZckx from PacerMonitor.com. About Yellow Corp 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. 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 Scholer LLP, 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. ZAYO GROUP: EUR750MM Bank Debt Trades at 24% Discount ----------------------------------------------------- Participations in a syndicated loan under which Zayo Group Holdings Inc is a borrower were trading in the secondary market around 75.6 cents-on-the-dollar during the week ended Friday, September 22, 2023, according to Bloomberg's Evaluated Pricing service data. The EUR750 million facility is a Term loan that is scheduled to mature on March 9, 2027. The amount is fully drawn and outstanding. Zayo Group is a privately held company headquartered in Boulder, Colorado, with European headquarters in London, England. The company provides communications infrastructure services. ZEKELMAN INDUSTRIES: S&P Raises ICR to 'BB+' on Solid Track Record ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Zekelman Industries Inc. to 'BB+' from 'BB'. Concurrently, S&P raised its issue-level rating on the company's senior secured debt to 'BBB-' from 'BB+'. The recovery rating of '2' is unchanged. The stable outlook reflects S&P's expectation that Zekelman will maintain leverage below 1x and adjusted EBITDA margins of 23%-25%, spurred by improved operating efficiency, robust earnings, and cash flow generation over the next 12 months. The upgrade reflects a trend of solid earnings amid highly volatile steel prices, aided by strategic investments in various capital projects. Hot rolled coil (HRC) prices have cooled from previous years, reaching an average of $980 per short ton in 2022 and $1,000 per short ton in the first half of 2023, versus close to $2,000 per short ton in 2021. Despite softer prices, Zekelman generated record adjusted EBITDA close to $1.2 billion in 2022, and we project similar performance in fiscal 2023. It has maintained adjusted EBITDA margins above 22% since 2020, a trend we expect to continue over our forecast period. The company's performance has been supported by strategic investments in asset modernization, new product opportunities, and insourcing some products previously outsourced, to create low-cost producer advantages and improve productivity given the increased adoption of technology in the manufacturing process. For example, Zekelman commissioned the world's largest electric resistance mill in Blytheville, Ark., dedicated to producing jumbo hollow structural sections. It previously outsourced this production. Furthermore, Zekelman completed its newest facility for the production of a wide array of galvanized tubular products for electrical, fence, and solar markets at Rochelle, Ill. Zekelman also gained new business due to consolidation on both customer and supplier sides. Zekelman acquired EXLTube in December 2022, which further strengthened its market position in the steel tube and pipe business and was immediately accretive to EBITDA. The acquisition added three mills with warehouse and manufacturing space around Kansas City, Mo., expanding the company's reach. The proximity to customers within the region resulted in increased business and freight synergies culminating in improved margins as well. S&P said, "We expect Zekelman to benefit from favorable economic policies and end-market dynamics. Over the next five years, we believe the Inflation Reduction Act of 2022 should stimulate demand for steel and steel products from increased spending on roads, bridges, and green energy production such as solar farms. The legislation requires steel and steel products for such construction to be sourced locally, which should boost demand for Zekelman's products. Additionally, over the past 18 months electronic construction spending has driven overall nonresidential construction, a key end market served by Zekelman. The company manufactures and supplies cold-formed, high-strength electric resistance welding structural tubing used in construction and architectural applications. Such products accounted for more than half of fiscal 2022 sales, and we expect continued strong demand in nonresidential construction. "We expect Zekelman will maintain low leverage and a conservative financial policy as it did the past two years. We expect leverage will remain below 1x in fiscal 2023 and in the next 12-24 months, given our assumption of about 20%-25% decline in adjusted EBITDA on lower HRC prices. The company's leverage has remained 1x or lower during the past two years because of solid earnings and conservative financial policies, prioritizing internally generated funds for Z-modular investments, acquisitions, and various capital projects. Zekelman will remain free cash flow positive in 2023 after accounting for about $300 million in acquisition-related costs, $200 million in other capital projects, and $200 million in Z-modular investments. Despite record earnings over the past two years, dividends modestly increased 19% last year to $63 million, and we expect it to remain within the $60 million-$70 million range during the next 12 months. The company has no near-term maturity until September 2026 when its $600 million revolving credit facility (undrawn as of June 30, 2023) and January 2027 when its $860.5 million term loan outstanding balance (as of June 30) come due. "The stable outlook reflects our expectation that Zekelman will maintain leverage below 1.5x over the next 12 months, predicated on robust earnings, cash flow, and conservative financial policies. We believe Zekelman could sustain adjusted EBITDA margins of 22%-25% over the next 12 months as it continues to benefit from increased productivity and operational efficiency initiatives implemented over the past two to three years." [^] BOND PRICING: For the Week from September 18 to 22, 2023 ------------------------------------------------------------ Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 99 Escrow Issuer Inc NDN 7.500 38.263 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.718 1/15/2026 99 Escrow Issuer Inc NDN 7.500 38.548 1/15/2026 Acorda Therapeutics ACOR 6.000 64.465 12/1/2024 Air Methods Corp AIRM 8.000 0.599 5/15/2025 Air Methods Corp AIRM 8.000 0.599 5/15/2025 Amyris Inc AMRS 1.500 12.500 11/15/2026 Assurant Inc AIZ 4.200 99.870 9/27/2023 Audacy Capital Corp CBSR 6.750 1.822 3/31/2029 Audacy Capital Corp CBSR 6.500 1.237 5/1/2027 Audacy Capital Corp CBSR 6.750 1.752 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bed Bath & Beyond Inc BBBY 5.165 0.450 8/1/2044 Bed Bath & Beyond Inc BBBY 4.915 0.350 8/1/2034 Biora Therapeutics BIOR 7.250 54.519 12/1/2025 Boingo Wireless Inc WIFI 1.000 93.125 10/1/2023 Brixmor LLC BRX 6.900 9.875 2/15/2028 CNG Holdings Inc CNGHLD 12.500 84.946 6/15/2024 CNG Holdings Inc CNGHLD 12.500 84.946 6/15/2024 CNG Holdings Inc CNGHLD 12.500 84.946 6/15/2024 Citigroup Global Markets Holdings Inc/United States C 4.965 92.875 11/20/2023 Clovis Oncology Inc CLVS 1.250 10.705 5/1/2025 Clovis Oncology Inc CLVS 4.500 10.332 8/1/2024 Clovis Oncology Inc CLVS 4.500 9.560 8/1/2024 Curo Group Holdings CURO 7.500 22.907 8/1/2028 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.000 15.501 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.350 6.324 3/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co Inc DTV 6.375 12.500 3/1/2041 DTE Energy Center LLC DTEENE 7.458 89.792 4/30/2024 Danimer Scientific Inc DNMR 3.250 32.694 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.375 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.125 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.408 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.408 8/15/2026 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices Inc ENER 3.000 0.551 6/15/2013 Envision Healthcare EVHC 8.750 3.250 10/15/2026 Envision Healthcare EVHC 8.750 2.534 10/15/2026 Esperion Therapeutics ESPR 4.000 53.500 11/15/2025 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 18.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 15.487 7/15/2026 Federal Home Loan Banks FHLB 2.900 99.390 9/28/2023 Federal Home Loan Banks FHLB 3.000 99.383 9/29/2023 Federal Home Loan Banks FHLB 3.125 99.379 9/29/2023 Federal Home Loan Banks FHLB 3.800 99.407 9/27/2023 Federal Home Loan Banks FHLB 4.250 99.401 9/29/2023 Federal Home Loan Banks FHLB 0.650 99.317 9/29/2023 Federal Home Loan Banks FHLB 4.000 99.402 9/28/2023 Federal Home Loan Banks FHLB 4.300 99.830 9/26/2023 Federal Home Loan Banks FHLB 4.250 99.400 9/29/2023 Federal Home Loan Banks FHLB 3.750 99.406 9/27/2023 Federal Home Loan Banks FHLB 4.300 99.830 9/26/2023 Federal Home Loan Banks FHLB 4.000 99.402 9/28/2023 Federal Home Loan Banks FHLB 3.700 99.406 9/27/2023 Federal Home Loan Banks FHLB 3.800 99.393 9/29/2023 Federal Home Loan Banks FHLB 3.200 99.385 9/29/2023 Federal Home Loan Banks FHLB 4.100 99.397 9/29/2023 Federal Home Loan Banks FHLB 4.000 99.402 9/28/2023 Federal Home Loan Banks FHLB 2.500 99.397 9/27/2023 Federal Home Loan Banks FHLB 4.050 99.397 9/29/2023 Federal Home Loan Banks FHLB 3.750 99.406 9/27/2023 Federal Home Loan Banks FHLB 3.300 99.387 9/29/2023 Federal Home Loan Banks FHLB 1.750 99.375 9/28/2023 Federal Home Loan Banks FHLB 1.625 99.738 9/28/2023 Federal Home Loan Banks FHLB 3.750 99.406 9/27/2023 Federal Home Loan Banks FHLB 3.750 99.768 9/27/2023 Federal Home Loan Banks FHLB 4.020 99.396 9/29/2023 Federal Home Loan Banks FHLB 4.125 99.398 9/29/2023 Federal Home Loan Banks FHLB 4.200 99.399 9/29/2023 Federal Home Loan Banks FHLB 4.125 99.398 9/29/2023 Federal Home Loan Mortgage Corp FHLMC 2.550 99.398 9/27/2023 Federal Home Loan Mortgage Corp FHLMC 0.220 99.344 9/29/2023 First Citizens Bancshares Inc/TX FIRCTZ 6.000 93.074 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 93.074 9/1/2028 First Republic Bank/CA FRCB 4.625 0.125 2/13/2047 GNC Holdings Inc GNC 1.500 0.470 8/15/2020 Goldman Sachs Group Inc/The GS 2.700 99.444 9/29/2023 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 34.407 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 37.430 6/1/2026 HSBC USA Inc HSBC 6.529 99.647 9/29/2023 Hallmark Financial Services Inc HALL 6.250 17.964 8/15/2029 HollyFrontier Corp HFC 2.625 99.440 10/1/2023 Inseego Corp INSG 3.250 40.250 5/1/2025 Invacare Corp IVC 5.000 83.125 11/15/2024 Invacare Corp IVC 4.250 2.484 3/15/2026 JPMorgan Chase Bank NA JPM 2.000 81.184 9/10/2031 MBIA Insurance Corp MBI 16.830 4.250 1/15/2033 MBIA Insurance Corp MBI 16.921 3.123 1/15/2033 Macquarie Infrastructure Holdings LLC MIC 2.000 97.499 10/1/2023 Macy's Retail Holdings LLC M 7.875 92.882 3/1/2030 Macy's Retail Holdings LLC M 7.875 92.882 3/1/2030 Mashantucket Western Pequot Tribe MASHTU 7.350 41.250 7/1/2026 Morgan Stanley MS 1.800 70.908 8/27/2036 NOA Bancorp Inc NOABAN 6.700 92.065 11/1/2028 NOA Bancorp Inc NOABAN 6.700 92.065 11/1/2028 NTE Mobility Partners Segments 3 LLC FERSM 6.750 101.757 6/30/2028 New York Community Bancorp Inc NYCB 5.900 93.910 11/6/2028 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Pacific Life Global Funding II PACLIF 0.500 99.962 9/23/2023 Party City Holdings PRTY 8.750 15.125 2/15/2026 Party City Holdings PRTY 8.750 15.000 2/15/2026 Party City Holdings PRTY 10.821 12.156 7/15/2025 Party City Holdings PRTY 6.625 0.752 8/1/2026 Party City Holdings PRTY 6.625 0.752 8/1/2026 Party City Holdings PRTY 10.821 12.156 7/15/2025 PeoplesBancorp MHC PEOPBC 5.375 92.058 11/15/2028 PeoplesBancorp MHC PEOPBC 5.375 92.058 11/15/2028 Porch Group Inc PRCH 0.750 26.975 9/15/2026 Radiology Partners RADPAR 9.250 37.913 2/1/2028 Radiology Partners RADPAR 9.250 38.209 2/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 9.899 2/15/2027 Rite Aid Corp RAD 7.500 60.161 7/1/2025 Rite Aid Corp RAD 6.875 11.891 12/15/2028 Rite Aid Corp RAD 7.500 60.804 7/1/2025 Rite Aid Corp RAD 6.875 11.891 12/15/2028 RumbleON Inc RMBL 6.750 43.900 1/1/2025 SBL Holdings Inc SECBEN 7.000 60.875 N/A SBL Holdings Inc SECBEN 7.000 62.625 N/A SVB Financial Group SIVB 4.000 4.000 N/A SVB Financial Group SIVB 4.250 3.625 N/A SVB Financial Group SIVB 4.100 4.000 N/A SVB Financial Group SIVB 4.700 5.250 N/A Shift Technologies Inc SFT 4.750 9.617 5/15/2026 Signature Bank/ New York NY SBNY 4.000 0.875 10/15/2030 Signature Bank/ New York NY SBNY 4.125 0.443 11/1/2029 Syneos Health Inc SYNH 3.625 100.599 1/15/2029 Syneos Health Inc SYNH 3.625 100.579 1/15/2029 Talen Energy Supply TLN 10.500 34.750 1/15/2026 Talen Energy Supply TLN 6.500 35.317 6/1/2025 Talen Energy Supply TLN 10.500 34.750 1/15/2026 Talen Energy Supply TLN 7.000 22.750 10/15/2027 Talen Energy Supply TLN 6.500 22.750 9/15/2024 Talen Energy Supply TLN 6.500 22.750 9/15/2024 Talen Energy Supply TLN 10.500 34.750 1/15/2026 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tilray Brands Inc TLRY 5.000 99.500 10/1/2023 Tricida Inc TCDA 3.500 10.540 5/15/2027 US Renal Care Inc USRENA 10.625 40.000 7/15/2027 US Renal Care Inc USRENA 10.625 39.950 7/15/2027 UpHealth Inc UPH 6.250 24.500 6/15/2026 Valley National Bancorp VLY 5.125 99.600 9/27/2023 Veritone Inc VERI 1.750 36.000 11/15/2026 WeWork Cos Inc WEWORK 7.875 7.777 5/1/2025 WeWork Cos Inc WEWORK 7.875 6.489 5/1/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.375 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.250 7/10/2025 Wesco Aircraft Holdings Inc WAIR 9.000 9.500 11/15/2026 Wesco Aircraft Holdings Inc WAIR 8.500 4.048 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 4.474 11/15/2027 Wesco Aircraft Holdings Inc WAIR 8.500 4.048 11/15/2024 Wesco Aircraft Holdings Inc WAIR 13.125 4.474 11/15/2027 Wesco Aircraft Holdings Inc WAIR 9.000 9.761 11/15/2026 ********* 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 ***