/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230927.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, September 27, 2023, Vol. 27, No. 269 Headlines 16 EAST 39 MEMBER: Eastdil to Hold Public Auction on November 15 463 CLASSON: Seeks to Extend Plan Exclusivity to January 16 5211 LAKESIDE: Seeks to Hire Allen C. Hufford as Counsel 6 TO 9 DENTAL: Hires Ross Smith & Binford as Counsel A&P PINTO: Court OKs Cash Collateral Access Thru Nov 9 AETIUS COMPANIES: Unsecured Creditors' Committee Appointed AGS PRO: Files Emergency Bid to Use Cash Collateral ALLEGRO MICROSYSTEMS: Moody's Upgrades CFR to Ba3, Outlook Stable ALLEN & HANDY: David Madoff Named Subchapter V Trustee ALPHA RE PROPERTIES: Douglas Stanger Named Subchapter V Trustee AMADEUS TRUST: Seeks Cash Collateral Access Thru March 2024 AMERICAN TRANSPORT: Court OKs Interim Cash Collateral Access AMPIO PHARMACEUTICALS: Inks $1.25M Offering Deal With HC Wainwright APEX TOOL: S&P Downgrades ICR to 'CCC+' on Elevated Leverage APPHARVEST PRODUCTS: Unsecureds get Share of Carveout, Allocation APPROVED ONE: Seeks Cash Collateral Access ASP T3 PARENT: Moody's Alters Outlook on 'B3' CFR to Positive ASSOCIATED MUTUAL: A.M. Best Cuts Fin. Strength Rating to B(Fair) AUTHENTIC BRANDS: S&P Upgrades ICR to 'B+', Outlook Stable AYALA PHARMACEUTICALS: Signs Side Letter Agreement With Investors BALADE YOUR WAY: Seeks Cash Collateral Access BENNETT MINERAL: Seeks Cash Collateral Access BLITZ NV: Brian Shapiro Named Subchapter V Trustee CACTUSRV.COM LLC: Hires DeConcini McDonald as Legal Counsel CAIR HEATING: Wins Cash Collateral Access Thru Sept 28 CBS TRUCKING: Bid to Use Cash Collateral Denied CENTER FOR ASBESTOS: Hires Rudd & Company PLLC as Accountant CERTIFIED 360: Bid to Use Cash Collateral Denied as Moot CHARLES & 20: Seeks to Hire CBRE Inc. as Real Estate Broker CHARLES & 20: Seeks to Hire Ten-X LLC as Marketing Agent CHIC LLC: Files Emergency Bid to Use Cash Collateral COLORADO FOOD: Seeks Cash Collateral Access COMPLIANCE TESTING: Hires Allan D. NewDelman P.C. as Counsel CUMBERLAND SERVICENTER: Hires Crane Simon Clar as Counsel CUSTOM LOGGING: Court OKs Interim Cash Collateral Access DIVERSE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors DOBBS TRUCKING: Seeks to Hire Saxton Law PLLC as Attorney E.R. BAKEY: Wins Cash Collateral Access Thru Nov 14 EIGHT COPELAND: Sam Della Fera Named Subchapter V Trustee EVENTIDE CREDIT: U.S. Trustee Appoints Creditors' Committee EXPRESS ELECTRIC: Seeks Cash Collateral Access FARADAY FUTURE: Signs Stock Purchase Deal With Senior Management FIRST TO THE FINISH: Wins Cash Collateral Access Thru Oct 12 FRANKLIN SOUTHERN: Bid to Use Cash Collateral Denied as Moot GARAGE BUILDERS: Bankr. Administrator Unable to Appoint Committee GAUCHO GROUP: Effects 1-for-10 Reverse Common Stock Split GETTYSBURG RENTAL: Court OKs Interim Cash Collateral Access GIP III STETSON I: Moody's Rates New $700MM Secured Term Loan 'B2' GOLDEN DEVELOPING: Lender Seeks to Prohibit Cash Collateral Access GREEN DISTRICT: Wins Cash Collateral Access on Final Basis GULF COAST TRANS: Wins Interim Cash Collateral Access GWD INC: Court OKs Interim Cash Collateral Access HAWKEYE ENTERPRISES: Court OKs Cash Access on Final Basis HIGHLAND PROPERTY: Case Summary & Nine Unsecured Creditors HOLOSURGICAL TECHNOLOGY: Chapter 15 Case Summary INNOVATE CORP: Mutually Terminates Contract With COO INSTANT BRANDS: Deadline to File Claims Set for October 13 INSULET CORP: Moody's Alters Outlook on 'B2' CFR to Positive INTEGRATED CARE: Nicole Nigrelli Named Subchapter V Trustee IQPACK LLC: Seeks Cash Collateral Access JFL-TIGER ACQUISITION: S&P Assigns 'B' LT ICR, Outlook Stable JOHNSON SCOTT: Court OKs Interim Cash Collateral Access JOHNSON'S ALL-SCAPES: Court OKs Cash Access on Final Basis KAI 786: Court OKs Cash Collateral Access Thru Oct 31 KDJJ ENTERPRISES: Tedd Burr Named Subchapter V Trustee KIRBY CONSTRUCTION: Files Emergency Bid to Use Cash Collateral KRATON CORP: S&P Downgrades ICR to 'B' on Weak Second Half LAKEVIEW ELECTRICAL: Seeks to Hire Impact CPA as Accountant LEE & MAIN STREET: William Callahan Jr. Named Subchapter V Trustee LEGACY-XSPIRE: Case Summary & 10 Unsecured Creditors LUXURY AUTO: Files Emergency Bid to Use Cash Collateral LW REALTY: Gerard Luckman Named Subchapter V Trustee MANCUSO MOTORSPORTS: Court OKs Cash Collateral Access Thru Dec 1 MEJJM INC: May Use Cash Collateral on Final Basis MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Oct 31 METROPLEX RECOVERY: Frances Smith Named Subchapter V Trustee MILE HI TRANSPORTATION: Joli Lofstedt Named Subchapter V Trustee MILES B. MARSHALL: Voluntary Chapter 11 Case Summary MINSHEW BROTHERS: Court OKs Cash Collateral Access on Final Basis MONTROSE HOUSTON: Files Emergency Bid to Use Cash Collateral MOUNT JOY BAPTIST: Case Summary & 10 Unsecured Creditors MOXI ENTERPRISES: Wins Cash Collateral Access Thru Oct 5 MP PPH: Court OKs Cash Collateral Access Thru March 31 MRS. BUSY BEE: Court OKs Cash Collateral Access Thru Sept 27 MY MORTGAGE AUCTION: Chapter 15 Case Summary NB COMMONS: Court OKs Interim Cash Collateral Access NEO ACCOUNTING: Court OKs Cash Collateral Access Thru Oct 26 NOBLE HOUSE: U.S. Trustee Appoints Creditors' Committee NOTTINGHAM ACADEMY: Court OKs Cash Collateral Access Thru Oct 31 OFF LEASE ONLY: U.S. Trustee Appoints Creditors' Committee OMEGA TWIN: Hires Debt Doctors of Missouri LLC as Counsel OPTION 3 VENTURES: October 3 Public Sale Auction Set PACIFIC GREEN: Richard Fraser-Smith Quits as CFO; Replacement Named PEACE EQUIPMENT: Wins Cash Collateral Access Thru Oct 13 PG MOTORS: Wins Interim Cash Collateral Access PHAT RIDES: Seeks to Hire Sacks Tierney PA as Counsel PHILLIPS SEABROOK: Seeks Cash Collateral Access PLATINUM BEAUTY: Files Emergency Bid to Use Cash Collateral PRECIPIO INC: Takes Final Step Towards Regaining Nasdaq Compliance PREMIER MEDICAL: Court OKs Cash Collateral Access Thru Oct 9 PROJECT BOOST: Fitch Affirms LongTerm IDR at 'B', Outlook Stable PROJECT EVEREST: Fitch Lowers LongTerm IDR to 'B', Outlook Stable PROTERRA INC: DWFritz Appointed as New Committee Member PYRAMID MOVING: Seeks to Hire WM Law as Bankruptcy Counsel QUANERGY SYSTEMS: $3.15M Sale to ROLISI to Fund Plan REMARK HOLDINGS: Amends Purchase Agreement With Ionic Ventures REMOTEMD LLC: Unsecured Claims Under $2,500 Will Get 41% in Plan RESHAPE LIFESCIENCES: Signs License Deal With Mumbai-Based Biorad RISING TIDE: Moody's Withdraws 'Caa2' CFR & 'Caa2-PD/LD' PDR RJT FOOD: Trustee Seeks to Hire Daniel Gale as Real Estate Broker RNB MERCHANDISE: Court OKs Cash Collateral Access Thru Oct 17 ROWAN SAWDUST: Gets OK to Sell Property to Truckworx for $95,000 SAFE ELECTRIC: Court OKs Cash Collateral Access Thru Nov 9 SALE LLC: Seeks to Hire Dawn M. Kay CPA PC as Accountant SARONA PROPERTY: Files Emergency Bid to Use Cash Collateral SAVESOLAR CORPORATION: Hires Belmont Firm as Conflict Counsel SAVESOLAR CORPORATION: Hires Mendelson & Mendelson as Accountant SEVEN KITCHEN: Seeks Cash Collateral Access SM ENERGY: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable SOFT SURROUNDINGS: U.S. Trustee Appoints Creditors' Committee SOUTH COAST: Seeks Cash Collateral Access SOUTHERN NEW YORK: Hires Orville & McDonald Law as Counsel SUPERTRANSPORT LLC: Hires Krigel & Krigel P.C. as Counsel TRAVIS BRADFORD: Files Emergency Bid to Use Cash Collateral TX LAND: Seeks Cash Collateral Access TYP MANAGEMENT: Seeks to Hire Paul Reece Marr as Counsel UPTOWN GROUP: Case Summary & Three Unsecured Creditors VANTAGE TRAVEL: Asset Sale Proceeds to Fund Plan VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Oct 2 WASTEPLACE LLC: Has Deal on Cash Collateral Access WHEELS UP: Finalizes $500M Credit Agreement With Delta, 3 Others WICKAPOGUE 1: Oct. 25 Plan Confirmation Hearing Set WRASER LLC: Case Summary & 17 Unsecured Creditors XSPIRE PHARMA: Case Summary & Nine Unsecured Creditors YAK TIMBER: Hires Dorsey & Whitney as Special Counsel YC RIVERGOLD: Court OKs Continued Cash Collateral Access [*] Bissinger's John Strasburger Named in Leading Litigators List [*] Number of Large Corporate Bankruptcies Up in First Half 2023 [*] Sherwood Partners Launches Sherwood Advisory Services ********* 16 EAST 39 MEMBER: Eastdil to Hold Public Auction on November 15 ---------------------------------------------------------------- Eastdil Secured LLC, on behalf of RE-US HYCE Holding LP ("secured party"), offers for sale at public auction on Nov. 15, 2023, at 10:00 a.m. (prevailing Eastern Time) at the offices of Gibson, Dunn & Crutcher LLP, located at 200 Park Avenue, New York, New York 101665, and also being broadcast for remote participation via virtual videoconference, in connection with a Uniform Commercial Code sale, 100% of the limited liability company interest in 16 East 39th Street LLC ("pledged entity") and all other collateral pledged by 16 East 39 Member LLC ("Debtor") under that certain pledge and security agreement dated as of July 9, 2021 made by the Debtor in favor of the secured party ("collateral"). The Debtor directly owns the pledged entity, which directly owns a certain real property commonly known as Hyatt Centric located at 16 East 39th Street, New York, New York 10016 ("premises"). Pursuant to a loan agreement dated as of July 9, 2021, by and between pledged entity and secured party, a loan was made to pledged entity in the original amount of $75 million ("loan"). In connection with the loan, the Debtor has granted to the secured party a first priority lien on the collateral pursuant to the pledge and security agreement. The secured party is offering the collateral for sale in connection with the foreclosure on the pledge of the collateral. The loan is secured by, among other things, a mortgage encumbering the premises. Each qualified bidder must present a certified or bank check made payable to the secured party in the amount of $4 million ("required deposit"). All bids must be for cash with no financing conditions. Further information concerning the collateral, the requirements for obtaining information and bidding on the interest and the terms of sale can be obtained by contacting Scott Ellman, managing director, 212-315-7207, SEllman@eastdilsecured.com, and Alyssa Kid, Senior Vice President, 212-315-7357, AKidd@eastdilsecurd.com, Eastdil Secured LLC. 463 CLASSON: Seeks to Extend Plan Exclusivity to January 16 ----------------------------------------------------------- 463 Classon Avenue Housing Development Fund Corporation asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusive periods to file a plan of reorganization and to solicit acceptances thereof to January 16, 2024 and March 4, 2024, respectively. The Debtor stated that the City of New York has a judgment of foreclosure and sale against its ten-unit apartment building at 463 Classon Avenue, Brooklyn, New York. The Debtor explained that it is seeking to vacate the foreclosure based on a subsequent United States Supreme Court decision, and has proposed a purchaser prepared to fund its Plan on that basis. The Debtor is represented by: Mark Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, NY 10022 Tel: (212) 593-1100 About 463 Classon Avenue HDFC 463 Classon Ave HDFC Block 1985/Lot 05, filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 23-41767_) on May 19, 2023, disclosing under $1 million in both assets and liabilities. The Debtor tapped Backenroth Frankel & Krinsky, LLP as legal counsel. 5211 LAKESIDE: Seeks to Hire Allen C. Hufford as Counsel -------------------------------------------------------- 5211 Lakeside LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Allen C. Hufford, Attorney at Law as counsel to handle its Chapter 11 case. The firm will be paid at the rate of $150 per hour. The firm will be paid a retainer of $1,738, of which the sum of $1,738 will be applied to the filing fee. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Allen C. Hufford, Esq. ALLEN C. HUFFORD, ATTORNEY AT LAW 22408 Lake Shore Blvd Euclid, OH 44123 Tel: (216) 264-0322 Fax: (216) 395-0072 Email: achlawfirm@gmail.com About 5211 Lakeside LLC 5211 Lakeside LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 23-13078) on September 5, 2023, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Allen C. Hufford, Esq., at LAW OFFICE OF ALLEN C. HUFFORD. 6 TO 9 DENTAL: Hires Ross Smith & Binford as Counsel ---------------------------------------------------- 6 TO 9 Dental Texas, PLLC and its affiliate seek approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Ross, Smith & Binford, PC as counsel. The firm will provide these services: a. serve as counsel of record for the Debtors in all legal aspects of these Bankruptcy Cases, including without limitation, the prosecution of actions on behalf of the Debtors; b. prepare pleadings in connection with the Bankruptcy Cases; and c. appear before the Court to represent the interests of the Debtors in connection with the Bankruptcy Cases. The firm will be paid at these rates: Shareholders $650 per hour Associates and Counsel $400 to $500 per hour Paraprofessionals $150 per hour The firm received a retainer in the amount of $75,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Binford, Esq., a partner at Ross, Smith & Binford, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason Binford, Esq. ROSS SMITH & BINFORD, PC 2003 N. Lamar Blvd., Suite 100 Austin, TX 78705 Tel: (512) 351-4778 Fax: (214) 377-9409 Email: jason.binford@rsbfirm.com About 6 to 9 Dental Texas, PLLC 6 to 9 Dental Texas, PLLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51139-cag) on August 29, 2023. In the petition signed by Virginia Humphrey, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Jason Binford, Esq., at Ross, Smith & Binford, PC, represents the Debtor as legal counsel. A&P PINTO: Court OKs Cash Collateral Access Thru Nov 9 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized A&P Pinto Truck Express, LLC to use cash collateral on an interim basis in accordance with the budget, through November 9, 2023. The Debtor is permitted to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Bankers Healthcare Group. First Corporate Solutions, Internet Truckstop Payments LLC, and Operation Finance, Inc. assert interests in the Debtor's cash collateral, inferior to Bankers Healthcare. As adequate protection, the Secured Creditors will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. A continued hearing on the matter is set for November 9, 2023 at 2:30 p.m. A copy of the order and budget is available at https://urlcurt.com/u?l=VaO9re from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $33,305 for the week of October 15, 2023; $22,430 for the week of October 22, 2023; and $21,930 for the week of October 29, 2023. About A&P Pinto Truck A&P Pinto Truck Express, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03044) on July 28, 2023, with $100,001 to $500,000 in assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq. of Latham, Luna, Eden & Beaudine, LLP represents the Debtor as legal counsel. AETIUS COMPANIES: Unsecured Creditors' Committee Appointed ---------------------------------------------------------- Judge Craig Whitley, upon recommendation of the U.S. Bankruptcy Administrator for the Western District of North Carolina, issued an order appointing an official committee to represent unsecured creditors in the Chapter 11 cases of Aetius Companies, LLC and its affiliates. The committee members are: 1. Main Street Development II, LLC Attn: Ramsey Roe 189 S. Converse St. Spartanburg, SC 29306 2. New Forum, Inc., parent company of Old Forum, LLC Attn: Mark Good 2127 Ayrsley Town Blvd., Suite 302 Charlotte, NC 28273 3. Schulz and Schulz Investments LLC Attn: Charles Schulz 101 N. Liberty Street Arlington, VA 22203 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 Aetius Companies Charlotte, N.C.-based Aetius Companies, LLC and affiliates operate a restaurant chain. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. N.C. Lead Case No. 23-30470) on July 19, 2023. At the time of the filing, Aetius Companies disclosed $10 million to $50 million in both assets and liabilities. Judge Craig Whitley oversees the cases. Robert A. Cox, Jr., Esq., at Hamilton Stephens Steele + Martin, PLLC, represents the Debtors as legal counsel. Blystone and Donaldon is the Debtors' financial advisor. AGS PRO: Files Emergency Bid to Use Cash Collateral --------------------------------------------------- AGS Pro, Inc. asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, for authority to use cash collateral on a final basis through March 31, 2024. The Debtor needs to continue to use cash on hand, and monies generated from its services, to preserve its assets and ongoing business operations. The Debtor believes the following parties have or may have security interests in cash collateral: The Lee Andrews Living Trust, the Jake Andrews Living Trust, and the Randy Andrews Living Trust and Glacial Holdings, LLC. Although the Debtor believes the Andrews Trusts and Glacial are adequately protected by the continued operation of the Debtor's business, the Debtor is proposing to grant the Secured Parties a replacement lien on all of the estate's assets, excluding avoiding power claims and recoveries, to the extent that the Debtor's use of cash collateral results in a decrease in value of the Secured Parties' interest, if any, in the Debtor's assets; provided, however, that such replacement liens will only attach to the same extent, validity, and priority of the Secured Parties' prepetition liens against the Debtor's assets, and will not apply in the event that any such prepetition liens ultimately are avoided. A copy of the motion is available at https://urlcurt.com/u?l=pWyebG from PacerMonitor.com. About AGS Pro, Inc. AGS Pro, Inc. provides security services throughout the United States and internationally with strategic alliance partnerships. Although founded in 2017, the Debtor's team has been trusted in the security industry by businesses across the country and around the world for decades. The Debtor's services include commercial security, estate security and special events. The Debtor's headquarters is located at 6133 Bristol Parkway, Suites 175 and 280, Culver City, California 90230. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C. D. Cal. Case No. 23-12236) on April 13, 2023. In the petition signed by Lee Andrews, chief executive officer, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Deborah J. Saltzman oversees the case. Aaron E. de Leest, Esq., at Danning, Gill, Israel & Krasnoff, LLP, represents the Debtor as legal counsel. ALLEGRO MICROSYSTEMS: Moody's Upgrades CFR to Ba3, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded Allegro Microsystems, Inc.'s ratings, including the Corporate Family Rating to Ba3 from B1 and Probability of Default Rating to Ba3-PD from B1-PD. Concurrently, Moody's assigned a Ba3 rating to the company's proposed senior secured bank credit facility comprising of a $250 million first lien term loan. The outlook is stable. Net proceeds from the new $250 million first lien term loan will be used along with cash from the balance sheet to partially fund Allegro's acquisition of Crocus Technology (Crocus), which was announced on August 8, 2023, and refinance Allegro's current outstanding first lien Term Loan of $25 million. Pro forma for the transaction, Moody's expects Allegro's debt to EBITDA leverage (Moody's adjusted) to increase to approximately 0.8x from 0.2x as of June 2023. Despite the modest leveraging nature of the transaction, the upgrade underscores Moody's positive view of Allegro's growth trajectory and operating performance, with the company's revenues increasing to over $1 billion as of the LTM period ended June 2023 from $591 million in fiscal year 2021. Moody's expects favorable industry trends, including the increased focus on electric vehicles, advancements in clean energy, and industrial automation to enhance demand dynamics which will further expand Allegro's scale and product capabilities. Moody's expectation of improving EBITDA margins, driven by operating leverage and operational synergies, will result in strong cash flow generation over the next 12 months. Allegro has exhibited disciplined financial policy over the last few years with debt to EBITDA leverage sustained below 0.5x. The company's management has also publicly expressed a commitment to preserving a strong cash position going forward, which is expected to provide greater financial flexibility given Allegro's relatively small scale and slowing economic conditions. Consequently, Moody's has changed the governance issuer profile score to G-3 from G-4 and the ESG credit impact score to CIS-3 from CIS-4. Absent M&A, Moody's expects Allegro's leverage to remain below 1x over the next year. This, along with very good liquidity, will support the credit profile during a period of macroeconomic uncertainty. RATINGS RATIONALE Allegro's Ba3 CFR reflects its niche market positions in magnetic sensing and power integrated circuits used in the inverters, battery systems, motors, and other automotive and industrial applications. Low financial leverage of approximately 0.8x, pro forma for the Crocus acquisition, is appropriate given Allegro's relatively small scale and large concentration to the highly-cyclical automotive end market. Although Allegro holds a leadership position in magnetic sensors, the company faces much larger competitors in the broader market, including NXP Semiconductors N.V., Renesas Electronics Corp., and Infineon Technologies A.G. These competitors have broader product portfolios across adjacent markets than Allegro and considerably larger research and development budgets, which would allow them to better withstand macroeconomic pressures. Allegro's revenue base is highly concentrated in the automotive end market which represents approximately 67% of the company's LTM June 2023 revenue. The automotive end market is highly volatile and Allegro's exposure to substitution risk will continue to rise as it generates more revenue from expensive xEV and vehicles with advanced driver-assistance system (ADAS). While weaker economic conditions can result in less products sold per vehicle as production mix shifts towards base and cost-conscious models, this will be more than offset by E-Mobility as this category continues to represent a larger portion of total automotive sales. Allegro benefits from favorable industry trends in its end markets which will partially mitigate risks associated with the company's limited operating scale and automotive end market concentration. Battery Electric Vehicles (BEVs) could represent about a third of global light vehicle sales by 2030 and nearly half by 2035 resulting from tighter environmental regulations and more aggressive electrification targets from automakers. The electrification of vehicles will require substantial R&D and capital spending by carmakers for new models, batteries, and charging infrastructure which is expected to benefit Allegro over the long term. Autos, along with growth in clean energy and automation end markets, will result in improving scale for Allegro and partially protect the company's competitive positioning. Allegro's credit profile also considers governance factors. Allegro's ownership is concentrated, with Sanken owning approximately 51% and private equity firm OEP owning 6.5%. The remaining 42.5% is publicly-traded or owned by Allegro's management. Allegro's board consists of some independent directors (five of the eleven directors), with the remainder comprising of the CEO, three directors from Sanken, and two nominated by OEP. While Allegro has a shareholder agreement in place which provides certain shareholder protections, the controlled ownership increases the risk for policies that favor shareholders over creditors. Allegro's Speculative Grade Liquidity (SGL) rating of SGL-1 is supported by expected cash balance of approximately $150 million at close of the transaction and an undrawn $224 million revolving credit facility which expires in June 2028. Allegro benefits from the adoption of an asset-lite manufacturing operating model in fiscal year 2021, which has improved gross profit margins and free cash flow generation through lower annual capital expenditure requirements. Moody's expects Allegro to generate free cash flow of around $150 million over the next year, excluding M&A and transaction costs. Given the large cash balance and strong free cash flow generation, Allegro's $224 million revolver will likely remain undrawn. Access to the Revolver is governed by a first lien net leverage ratio no greater than 4x. Moody's expects the company to be in compliance with its covenant over the next year. The term loan is not subject to maintenance covenants. The stable outlook reflects Moody's expectation of double digit revenue growth and improvements in EBITDA margins driven by growth in both automotive and industrial end markets even amidst a weakening global economy. Moody's expects that leverage will remain below 1x debt/EBITDA over the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Allegro's ratings could be upgraded if the company expands its scale through organic revenue growth and reduces its revenue concentration in the Automotive end market, thereby improving end market diversity. An upgrade could also occur if the company maintains leverage below 2x debt to EBITDA (Moody's adjusted) while sustaining EBITDA margins above the mid-thirty percent level (Moody's adjusted). Allegro's ratings could be downgraded if Moody's expects that the EBITDA margin will remain below mid-twenty percent (Moody's adjusted) for an extended period or debt to EBITDA exceeds 3x (Moody's adjusted). A downgrade could also happen if Allegro fails to generate organic revenue growth at a mid-single digit percentage level or it engages in debt-funded share repurchases or distributions. Allegro MicroSystems, Inc. (Allegro) is a designer, developer, fabless manufacturer, and marketer of sensor integrated circuits (ICs) and application-specific analog power ICs used primarily in the automotive and industrial markets. The Company's sensor ICs enable customers to precisely measure motion, speed, position and current, while power ICs include high-temperature and high voltage capable motor driver, power management and light emitting diode (LED) driver ICs. Allegro has over 1,000 products in its portfolio and ships over one billion units annually and supplies roughly 10,000 end customers. Revenue for the twelve months ending June 2023 was approximately $1,034 million. The principal methodology used in these ratings was Semiconductors published in September 2021. ALLEN & HANDY: David Madoff Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 1 appointed David Madoff, Esq., a partner at Madoff & Khoury, LLP, as Subchapter V trustee for Allen & Handy Investment, LLC. Mr. Madoff will be compensated at $415 per hour for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. In court filings, Mr. Madoff declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: David B. Madoff Madoff & Khoury, LLP 124 Washington Street, Suite 202 Foxborough, MA 02035 Phone: (508) 543-0040 Email: madoff@mandkllp.com About Allen & Handy Allen & Handy Investment, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No. 23-11328) on Aug. 21, 2023. Judge Janet E. Bostwick oversees the case. Christopher A. Shannon, Esq., is the Debtor's bankruptcy attorney. ALPHA RE PROPERTIES: Douglas Stanger Named Subchapter V Trustee --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Douglas Stanger, Esq., at Flaster, Greenberg, PC as Subchapter V trustee for Alpha RE Properties LLC. Mr. Stanger will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Stanger declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Douglas S. Stanger, Esq. Flaster, Greenberg, PC 646 Ocean Heights Avenue Linwood, NJ 08221 Phone: (609) 645-1881 Email: Doug.stanger@flastergreenberg.com About Alpha RE Properties Alpha RE Properties, LLC filed Chapter 11 petition (Bankr. D.N.J. Case No. 23-17790) on Sept. 6, 2023, with as much as $50,000 in assets and liabilities. Ellen M. McDowell, Esq., at Mcdowell Law, PC represents the Debtor as bankruptcy counsel. AMADEUS TRUST: Seeks Cash Collateral Access Thru March 2024 ----------------------------------------------------------- The Amadeus Trust Under Declaration of Trust of January 24, 2000 asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles, Division, for authority to use cash collateral on an interim basis through March 31, 2024 and provide adequate protection. The Debtor's sole asset is the Property located at 3800 Wailea Alanui Drive, Apt./Unit E201, Kihei, Hawaii 96753 (and potentially the rental income it generates). The Debtor estimates that the current fair market value of the Property is between $9 to $10 million. The Property has two large master bedrooms and a third large bedroom, three and a half baths, a large lanai with built-in barbecue, a private elevator for privacy and ease of access; multi-zone central air conditioning and ceiling fans; and a European kitchen with state-of-the art appliances located in a lush 10.74-acre retreat. In recent years, the Property has been managed and leased by the Association of Apartment Owners of Wailea Beach Villas. It is undisputed that U.S. Bank Trust, N.A., as trustee for LSF9 Master Participation Trust, and the AOAO, each have a cash collateral security interest in all rental proceeds generated by the Property. It is further undisputed that the Bank's lien on cash collateral is senior in priority to the lien of the AOAO. The Bank and the AOAO are the only parties known to hold interests in the Debtor's cash. The Debtor seeks interim approval of its use of the ongoing rents generated by the Property on an interim basis through March 31, 2024, to pay, among other things: (i) the costs associated with the leasing of the Debtor's real property, including the fees and costs of the Debtor's leasing agent, Hawaii Life; (ii) regular postpetition contractual monthly interest (adequate protection) payments to the Bank, the beneficiary under a first priority deed of trust encumbering the Debtor's Property, which monthly interest payments are currently in the amount of $11,044; (iii) monthly interest payments of $2,141 on the AOAO's $214,103 secured claim at the rate of 12% per annum; (iv) regular postpetition monthly dues and other charges to the AOAO, which is the homeowner's association for the development in which the Debtor's real property is located, which are currently in the approximate amount of $8,100 per month; (v) postpetition tax assessments on the Debtor's real property, which are currently approximately $60,000 per year (two installments of approximately $30,000 each); (vi) quarterly fees to the United States Trustee; and (vii) other postpetition administrative expenses of the Debtor's bankruptcy estate. As adequate protection, the Secured Creditors will be granted replacement liens on the ongoing gross rental proceeds generated by the Property to the same extent, validity, and priority as the Secured Creditors' current liens against the Property under applicable nonbankruptcy law. In addition to the foregoing, both of the Secured Creditors' interests in cash collateral are also adequately protected by sufficient equity cushions based on the value of the Property. Both the Bank and the AOAO admit that their secured claims are oversecured. The interests of the Secured Creditors are not only protected by the equity cushions, replacement liens and payments described above, but they will also be protected by the Debtor's use of cash collateral to maintain and operate the Property, as this will preserve and maximizes the value of the Property for the benefit of all parties in interest, and generate income for the estate. A hearing on the matter is set for October 3, 2023 at 1p.m. A copy of the motion is available at https://urlcurt.com/u?l=zuMhqC from PacerMonitor.com. About Amadeus Trust Under Declaration of Trust of January 24, 2000 The Amadeus Trust under Declaration of Trust of January 24, 2000 filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Calif. Case No. 23-13086) on May 18, 2023, with as much as $1 million to $10 million in both assets and liabilities. Gerald Goldstein, as trustee, signed the petition. Judge Neil W. Bason oversees the case. Jeffrey I. Golden, Esq., Golden Goodrich, LLP serves as the Debtor's legal counsel. AMERICAN TRANSPORT: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, authorized American Transport, LLC to use cash collateral on an interim basis in accordance with the budget. The court said that the Debtor to utilize cash collateral only to the extent necessary to effectuate the payment of the Prepetition Wages, Salaries and Related Items. As previously reported by the Troubled Company Reporter, Finite 220 Trust, Global Merchant Cash, Lendr. Online LLC, and CT Corporation System as Representative may claim interest in the cash collateral of the Debtor. As adequate protection for use of cash collateral, the Debtor will account for all cash collateral expended. Further, a replacement lien is granted to all creditors with an interest in the Debtor's cash collateral, in the same fashion, manner and priority as their pre-petition liens, if any. A hearing on the matter is set for October 31, 2023 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=EAET52 from PacerMonitor.com. About American Transport, LLC American Transport, LLC is a small trucking company based in Clark County, Kentucky. The Debtor currently hauls in connection with Toyota manufacturing operations in Georgetown, Kentucky. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ky. Case No. 23-51045 ) on September 8, 2023. In the petition signed by Joshua Bailey, member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Tracey N. Wise oversees the case. Noah Friend, Esq., at Noah R Friend Law Firm, represents the Debtor as legal counsel. AMPIO PHARMACEUTICALS: Inks $1.25M Offering Deal With HC Wainwright ------------------------------------------------------------------- Ampio Pharmaceuticals, Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC as manager, establishing an at-the-market equity distribution program, pursuant to which the Company, through the Manager, may offer and sell from time to time shares of the Company's common stock, par value $0.0001, having an aggregate gross sales price of up to $1,250,000 when the Registration Statement on Form S-3 (File No. 333-274558), which includes a base prospectus and an at-the-market offering agreement prospectus filed by the Company on Sept. 18, 2023, is declared effective by the Securities and Exchange Commission. The Company has no obligation to offer or sell any shares of Common Stock under the Offering Agreement and may at any time suspend or terminate offers and sales under the Offering Agreement. Subject to the Registration Statement being declared effective by the SEC and subject to the terms and conditions of the Offering Agreement, the Manager may sell the Common Stock by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The Manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay the Manager a commission of three percent of the gross sales proceeds of each sale of shares pursuant to the Offering Agreement. The Company will also reimburse the Manager for the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Offering Agreement in an amount not to exceed $50,000 in the aggregate, as well as an additional reimbursement of up to $2,500 per due diligence update session for the Manager's fees. The Company has provided customary representations, warranties and covenants, and the parties have agreed to customary indemnification rights. The Company has the right to terminate the provisions of the Offering Agreement in its sole discretion at any time upon seven business days' prior written notice. The Manager has the right to terminate the Offering Agreement in its sole discretion at any time. In the case of a termination by either party, specified provisions of the Offering Agreement will survive, including the indemnification provisions. Under the terms of the ATM Agreement, in no event will the Company issue or sell through the Manager such number or dollar amount of shares of Common Stock that would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed the number of authorized but unissued shares of Common Stock, or (iii) exceed the number or dollar amount of Common Stock for which the Company has filed a prospectus supplement to the Registration Statement. The Shares will be issued pursuant to the Registration Statement, previously filed, when it is declared effective by the SEC, the base prospectus filed as part of the Registration Statement and the at-the-market offering agreement prospectus filed as part of the Registration Statement. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy shares of the Company's Common Stock, and there shall not be any sale of such shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. About Ampio Pharmaceuticals Headquartered in Englewood, Colorado, Ampio Pharmaceuticals, Inc. -- http://www.ampiopharma.com-- is a pre-revenue stage biopharmaceutical company. Until May 2022 the Company was focused on the clinical development of Ampion and preclinical development of AR-300, a novel, proprietary, small molecule formulation that has (i) demonstrated anti-inflammatory properties in vitro and (ii) protection of cartilage in preclinical rat meniscal tear studies. Denver, Colorado-based Moss Adams LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has suffered recurring losses from operations and cash used in operations that raise substantial doubt about its ability to continue as a going concern. APEX TOOL: S&P Downgrades ICR to 'CCC+' on Elevated Leverage ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on private U.S. tool manufacturer Apex Tool Group LLC (Apex) to 'CCC+' from 'B-'. At the same time, S&P lowered its issue-level rating on its revolving credit facility due 2027 and first-lien term loan due 2029 to 'CCC+' from 'B-' and its issue-level rating on its second-lien term loan due 2030 to 'CCC' from 'CCC+'. The negative outlook reflects S&P's view that weaker hand tool volumes and cost headwinds will pressure the company's S&P Global Ratings-adjusted leverage and cause it to remain above 13x (with EBITDA interest coverage of below 1x) over the next 12 months, which will render its capital structure unsustainable absent a significant improvement in its profitability. S&P said, "We expect lower hand tool volumes, cost inflation, and higher interest expense will pressure the company's credit metrics. Given the deterioration in its credit metrics from its weaker profitability and higher financing costs, we believe Apex's current capital structure may be unsustainable absent a significant recovery in its profitability. We expect the company's S&P Global Ratings-adjusted debt leverage will remain above 13x, with EBITDA interest coverage of well below 1x, over the next 12 months. The rise in short-term interest rates, which has increased its interest expense, will continue to pressure Apex's interest coverage ratios (see S&P Global economists' latest article, "Economic Outlook U.S. Q3 2023: A Sticky Slowdown Means Higher For Longer," June 26, 2023). We also expect the weaker demand trends in the company's hand tools segment will persist through the second half of 2023 and into fiscal year 2024." Apex also continues to work through its higher-cost inventory, which will adversely affect its EBITDA as the inventory is amortized. While S&P expects a continued increase in the revenue from the company's Power Tools segment, the lower demand in the Hand Tools segment will continue to pressure its EBITDA. Apex increased its revenue by 4% in the first half of 2023, compared with the same period in fiscal year 2022, on robust end-market demand in its Power Tools division, which was offset by a 1% decline in its larger Hand Tools division because the demand for its North American private-label hand tools declined. As of June 30, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA and EBITDA interest coverage ratios were about 16x and 0.5x, respectively. S&P said, "Despite the sequential quarterly improvement, we forecast Apex's free operating cash flow (FOCF) to debt will remain negative over the next 12 months. While still negative, the company improved its operating cash flow (OCF) sequentially during the first half of 2023 by working through the extra inventory it held during previous supply constraints. Since Apex has worked through the high-cost inventory, we expect the effect to benefit operating cash flow sequentially over the next 12 months. Therefore, we forecast its FOCF to debt in the -1.5% to -6.5% range over the next 12 months. The company's FOCF was negative as of June 30, 2023. Apex typically uses its working capital during the first three quarters of the fiscal year to meet its demand requirements ahead of the holiday selling season. "The negative outlook reflects our view that weaker hand tool volumes and cost headwinds will pressure the company's S&P Global Ratings-adjusted leverage and cause it to remain above 13x (with EBITDA interest coverage of below 1x) over the next 12 months, which will render its capital structure unsustainable absent a significant improvement in its profitability." S&P could lower its rating on Apex over the next 6-12 months if: -- The company loses access to its revolving credit facility; or -- It announces a debt exchange or restructuring that provides its debtholders with less than they were originally promised. Although unlikely in the next 12 months, S&P could raise its rating on Apex if its demand and performance improve such that it generates positive FOCF and improves its leverage below 8x and its EBITDA interest coverage toward 2x on a sustained basis. S&P said, "Governance is a moderately negative consideration in our credit rating analysis of Apex. Our assessment reflects that the company's corporate decision-making prioritizes the interests of its controlling owners, which is in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns. Environmental factors are an overall neutral influence on our credit rating analysis because the company engages in the light manufacturing and distribution of tools." APPHARVEST PRODUCTS: Unsecureds get Share of Carveout, Allocation ----------------------------------------------------------------- Appharvest Products, LLC, et al., submitted a Second Amended Joint Plan of Liquidation. Under the Plan, holders of Class 6 General Unsecured Claims will receive its pro rata share of: (a) the Somerset Carveout; (b) the DIP Carveout; (c) $100,000 of the Berea Payment; (d) the Robotics Allocation; (e) the Red Sea Investment Allocation; (f) any portion of the Committee Budget that remains following the payment of fees and expenses for the Committee Professionals; and (g)50%of any tax refunds received by the Debtors, in each case subject to dilution by Class 7 as set forth herein. Class 6 is impaired. "Committee Budget" means the portion of the DIP Budget allocated to the fees and expenses of the Committee Professionals as reflected in the DIP Budget approved by Equilibrium on or around August 28, 2023. "DIP Carveout" means $750,000, which shall be re-allocated from other uses in the DIP Budget to the recovery of Holders of Allowed Class 6 Claims and Allowed Class 7 Claims; provided, that prior to the re-allocation of such funds, sufficient funding shall be allocated to satisfy allowed priority claims and tax claims. "Red Sea Investment Allocation" means the allocation of proceeds to Holders of Allowed Class 6 Claims and Allowed Class 7 Claims from the sale of the Red Sea Investment as agreed to in the Committee Settlement Agreement. "Robotics Allocation" means the allocation of proceeds to the Holders of Allowed Class 6 Claims and Allowed Class 7 Claims from the sale of the robotics assets as agreed to in the Committee Settlement Agreement. "Somerset Carveout" means $1 million in cash from the proceeds of the sale of AppHarvest Somerset; provided that the Somerset Carveout shall only be paid if the purchase price (including any amounts owed under the GNCU Facility assumed by a Purchaser) exceeds the aggregate of (a) the portion of the DIP Facility allocated to AppHarvest Somerset, and (b) the GNCU Loans (as defined in the DIP Orders). With respect to Class 7 Dalsem Unsecured Claims, the Allowed amount of the Dalsem Unsecured Claims will be determined. To the extent any amount is Allowed, or except to the extent that a Holder of an Allowed Dalsem Unsecured Claim agrees to less favorable treatment for such Holder, the Dalsem Unsecured Claim will receive its pro rata right to recovery pari passu with Class 6 Claims. Class 7 is impaired. Subject to the provisions of the Plan concerning the Professional Fee Reserve Account and the Wind-Down Budget, the Debtors or the Plan Administrator (as applicable) will fund distributions under the Plan with the proceeds from the Sale Transaction, the De Minimis Sale Transaction, the Berea Payment, the liquidation of the Remaining Assets, and the recovery, if any, from prosecution or settlement of the Retained Causes of Action; provided that, for the avoidance of doubt any proceeds or recovery from prosecution or settlement of the Dalsem Litigation will be distributed solely to Holders of DIP Claims until such DIP Claims are satisfied in full. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Vienna Anaya, Esq. Emily Meraia, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: vanaya@jw.com emeraia@jw.com Counsel to the Debtors: Stephen E. Hessler, Esq. Anthony Grossi, Esq. Patrick Venter, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 839-5300 Facsimile: (212) 839-5599 E-mail: shessler@sidley.com agrossi@sidley.com pventer@sidley.com - and - Duston McFaul, Esq. Jeri Leigh Miller, Esq. 1000 Louisiana Street, Suite 5900 Houston, TX 77002 Telephone: (713) 495-4500 Facsimile: (713) 495-7799 E-mail: dmcfaul@sidley.com jeri.miller@sidley.com A copy of the Second Amended Joint Plan of Liquidation dated September 13, 2023, is available at https://tinyurl.ph/MBWeO from PacerMonitor.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. AppHarvest Products and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. 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. APPROVED ONE: Seeks Cash Collateral Access ------------------------------------------ Approved One, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral to continue operation, finish construction on several properties, and obtain insurance on its other properties. The debtor owns 10 real estate properties, in four different jurisdictions, all of which are encumbered by mortgages, security deeds or similar documents granting to the lender a first-position lien on each property. For each of these properties, the lender is IL Funding. LLC. For the Marietta, Georgia property, a servicer known as Fay Servicing, has filed an entry of appearance in the case. A review of the loan documents available al the time of the motion reveals that the security documents include an assignment of rents clause, granting to the lender a lien on any rents received, and the right to receive these rents. The Debtor is currently in default under the loan and security documents, and the lender appears to be in a position to enforce this Assignment clause. The relatively small amounts of these rents, that debtor proposes to retain, would not create a materially adverse affect upon the lender. The lender also is adequately protected, due to the significant equity it has on a number of the properties, as is detailed in Schedule A/B, filed September 12, 2023. Further, allowing the debtor to retain these rents would assist in allowing the properties to be completed and sold, which is clearly in the best interests of the lender. Upon the sale of the respective properties, the lender would have its lien fully paid from each property sold. A hearing on the matter is set for October 5, 2023 at 11 a.m. A copy of the motion is available at https://urlcurt.com/u?l=M796eG from PacerMonitor.com. About Approved One Approved One, LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58152) on Aug. 24, 2023, with $1 million to $10 million in both assets and liabilities. Arturo Yancey, manager, signed the petition. Judge Jeffery W. Cavender oversees the case. Michael Familetti, Esq., at Familetti Law Firm serves as the Debtor's counsel. ASP T3 PARENT: Moody's Alters Outlook on 'B3' CFR to Positive ------------------------------------------------------------- Moody's Investors Service affirmed the ratings of ASP T3 PARENT HOLDINGS, INC. (dba "Trace3"), including the B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B3 rating on the $415 million backed senior secured first lien term loan due 2028. The outlook was changed to positive from stable. The change in Trace3's outlook to positive from stable reflects strong operating performance that has led to a meaningful reduction in financial leverage and consistent free cash flow generation since the company's LBO in 2021. Trace3 benefits from its focus on software-IT solutions in high growth areas. Moody's expects Trace3 to continue to de-lever towards 4.0x and generate annual free cash flow ("FCF") to debt of above 5% in the next 12-18 months as it continues to benefit from positive trends in cloud, security, and data analytics. RATINGS RATIONALE Trace3's B3 CFR broadly reflects the company's small scale compared to competing IT value-added resellers and managed services firms as well as the challenges of evolving requirements of IT deployments for enterprises including the ongoing transition to cloud platforms. The company's controlled private equity ownership and expectation for an aggressive financial policy also constrain the rating. Trace3's ratings benefit from its diversified OEM vendor supplier list, its specialization in emerging technology and software-focused IT solutions in high growth areas such as hybrid cloud, security and network, and data intelligence, and its customer base of large Fortune 1,000 clients. The company is vendor agnostic and its exposure to top vendors is much lower than those of its immediate peers. Moody's expects Trace3's focus on software-IT solutions in high growth areas coupled with ample wallet share opportunities within its existing Fortune 1,000 customer base will result in solid organic gross profit in the next 12-18 months. Trace3's liquidity profile is adequate. Internal cash generation is somewhat volatile due to seasonal FFO generation (approximately 65% of gross profit is generated in H2) and exposure to working capital swings. However, Moody's projects the company will generate positive annual free cash flow of around $50 million in the next 12-18 months. Additionally, the capital structure contains a $225 million ABL revolving credit facility, $100 million of which can be used for general corporate purposes with the balance dedicated to channel financing capacity. The Company utilizes channel financing to fund seasonal working capital needs. Access to the ABL revolver is governed by a springing 1.0x FCCR ratio that tests only when Total Liquidity falls below the greater of i) $10 million and ii) 10% of the Line Cap for at least three consecutive days. The company had around $60 million of outstanding revolver balances at the end of June 2023, although Moody's expects the balance to be around $20 million by the end of the year. Other cash obligations maturing over the next 24 months are limited to mandatory term loan amortization payments of $4.15 million per annum. The positive outlook reflects Moody's expectation for Trace3 to continue to grow earnings such that debt/EBITDA will decline towards 4x in the next 12-18 months. It also reflects Moody's expectation for the company to generate free cash flow such that FCF/Debt will remain above 5% in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Trace3 continues to add scale, sustains organic revenue growth of at least 5% in a normalized operating environment, debt/EBITDA is sustained below 6x, and FCF/debt remains above 5%. Ratings could be downgraded if a decline in profitability or cash flow lead to adjusted debt/EBITDA being sustained above 7x or EBITDA margins erode. There would be downward pressure on ratings if liquidity were to weaken resulting in breakeven FCF or reduced revolver availability. A deteriorating relationship with key suppliers could also pressure the ratings. Debt-funded acquisitions and distributions can apply ratings pressure. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Trace3, headquartered in Denver, CO, is a provider of end-to-end IT technology products, solutions and services for enterprise and mid-sized companies across the western, mid-eastern, and south-eastern regions of the US. The company specializes in providing solutions on emerging technologies in the areas of security, data intelligence, cloud, DevOps, and data center solutions. Trace3 generated net revenue and gross profit of approximately $1.3 billion and $390 million, respectively, for the twelve months ended June 2023. ASSOCIATED MUTUAL: A.M. Best Cuts Fin. Strength Rating to B(Fair) ----------------------------------------------------------------- AM Best has downgraded the Financial Strength Rating to B (Fair) from B+ (Good) and the Long-Term Issuer Credit Rating to "bb+" (Fair) from "bbb-" (Good) of Associated Mutual Insurance Cooperative (Associated Mutual) (Woodridge, NY). The outlook of these Credit Ratings (ratings) is stable. The ratings reflect Associated Mutual's balance sheet strength, which AM Best assesses as adequate, as well as its marginal operating performance, limited business profile and marginal enterprise risk management. The rating downgrades consider a material change in Associated Mutual's reinsurance program through mid-year 2023 that has notably impacted risk-adjusted capitalization levels. The company's aggregate excess of loss contract, which previously covered 100% of losses above the attachment point, is now subject to a $20 million top limit, protecting up to its 1-in-100 year modeled event. As such, results are exposed to potentially severe events, particularly given Associated Mutual's high concentration of business in the downstate New York region. The balance sheet strength assessment was lowered to adequate from strong to reflect this inherent risk. AUTHENTIC BRANDS: S&P Upgrades ICR to 'B+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based Authentic Brands Group LLC (ABG) to 'B+' from 'B'. Concurrently, S&P raised its issue-level ratings on the company's first-lien senior secured debt to 'BB-' from 'B' and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of a default. S&P said, "We also raised our issue-level ratings on the company's second-lien senior secured debt to 'B-' from 'CCC+'. The '6' recovery rating is unchanged and indicates our expectation for negligible (0%-100%; rounded estimate: 0%) recovery in the event of a default. "The stable outlook reflects our expectation that ABG will exhibit consistent operating performance, as demonstrated by margins in the high-70% area and leverage in the low-4x area, with the potential to increase close to 5x over the next 12 months as it continues to integrate its acquisitions. "We expect ABG will continue to make debt-financed acquisitions but maintain lower levels of leverage given its good cash flow generation and access to equity from its financial sponsor owners. "Compared with our original expectations of leverage in the mid-4x area for fiscal 2023, we now expect leverage will improve to the low-4x area for the year, pro forma for recent acquisitions and debt reduction. ABG's leverage has improved to below 5x in recent periods, in part due to good EBITDA growth and from the company's recent $300 million paydown of its second-lien term loan, as well as a more disciplined approach in using debt to fund acquisitions. The company funded its acquisitions of Rockport, Vince, and Hunter Boots in 2023 with cash, and we expect the EBITDA contribution from these acquisitions will modestly de-lever the business over the rest of 2023 and into 2024. In addition, ABG used less debt than originally anticipated for the Boardriders transaction by partially funding the acquisition with recent add-on equity contributions from its financial sponsors. Absent further large solely debt-funded acquisitions or shareholder returns, we expect ABG's leverage will remain below 5x. However, we acknowledge there is risk that the company could re-lever above 5x given its aggressive growth strategy." Operating performance and profitability have been strong through the first half of 2023 as margins remain high, with Reebok outperforming original expectations. ABG's performance has been bolstered by the successful integration of Reebok, which remains the company's largest acquisition to date. The initial carve-out of the brand from Adidas is largely finished, with ABG continuing to expand the brand into new markets and verticals, and recently completing its final carve-out stage through the signing of long-term agreements and launching of wholesale operations with regional partners in Europe. S&P said, "We believe these initiatives and performance through the first half of 2023 will allow for Reebok royalties to be approximately 20% higher than our original expectations for the brand. We expect margins will be in the high-70% area for the remainder of 2023, as operating performance remains consistent and ABG continues to execute on its acquisition-based growth strategy. In addition, we continue to expect ABG to generate discretionary cash flow of at least $400 million in fiscal years 2023 and 2024, absent potential sizable shareholder distributions." ABG's licensing model earns guaranteed minimum royalties for the use of the company's brands, thereby providing a stable and predictable stream of recurring revenue through multiyear contracts. Moreover, since the licensee is responsible for the design, manufacturing, logistics, and working-capital management, the company can maintain a very lean cost structure, allowing ABG to generate discretionary cash flow (free cash flow after tax distributions) of more than $200 million as of last 12 months ended June 30, 2023, with S&P Global Ratings-adjusted EBITDA margins increasing to almost 80% from the mid-70% area in the same period in the previous year. The company's recent acquisitions and partnerships on top of closing Boardriders further reinforce ABG's quickly growing scale, as the pace and size of acquisitions have increased over the past two years. ABG has an established track record of integrating acquisitions, as demonstrated by its ability to increase annual revenue to more than $1 billion in six years by licensing out brands that were previously mismanaged or under financial duress. The company's revenue base has grown significantly over the past two years, exhibiting over 40% growth each year in 2021 and 2022 because of the increased pace and size of the acquisitions during that time. Before 2021, the company's annual acquisition spending was $300 million, which was modestly lower than in 2018, when it made six acquisitions, including the remainder of Aeropostale, Nine West, and Nautica. The $1.203 billion Boardriders transaction was the company's second-largest acquisition to date in terms of purchase price and comes shortly after it acquired Reebok in early 2022. ABG has also completed more than $200 million in other acquisitions in 2023, including footwear brands Hunter Boots and Rockport. In May 2023, ABG also entered a partnership and long-term license agreement with luxury brand Vince after acquiring its intellectual property (IP) for $76.5 million. Under the partnership, Vince's IP has transferred to ABG Vince, a newly formed subsidiary that will be 75% owned by ABG, with Vince retaining the remaining 25% minority stake. S&P expects that pro forma for these acquisitions, ABG's revenue will increase to $1.4 billion - $1.5 billion by the end of 2023, and its portfolio now consists of more than 50 brands in more than than 150 countries, with over $29 billion in global annual retail sales. This quick, substantial growth in the company's brand portfolio and partner network reflects ABG's expertise in brand management and marketing strength, which we view positively. In August 2023, ABG's SPARC Group, a joint venture that includes ABG and Simon Property Group (A-/Stable/--), also entered into a new strategic partnership with SHEIN, a global online marketplace for fashion, beauty, and lifestyle products. Under the agreement, SHEIN acquired a one-third interest in SPARC and SPARC became a minority shareholder in SHEIN. Although we do not expect the partnership to materialize into additional revenue or EBITDA contribution for ABG at the offset, we believe the agreement will expand SPARC's distribution base by leveraging SHEIN's existing e-commerce platform. This should, in turn, allow ABG to continue expanding its common equity interests in the venture and has the potential to provide future revenue and EBITDA earnings from further licensing agreements. The stable outlook reflects S&P's expectation that ABG will exhibit consistent operating performance, as demonstrated by margins in the high-70% area and leverage sustained below 5x over the next 12 months as it continues to successfully integrate acquisitions. S&P could lower the ratings if leverage is sustained above 5x and operating performance begins to deteriorate. This could occur if: -- The company adopts a more aggressive financial policy by funding large, debt-funded acquisitions or dividends; or -- ABG does not generate expected levels of royalty income because it encounters difficulties integrating acquisitions or fails to renew some key licenses. Although unlikely given ABG's financial-sponsor ownership and strategy of augmenting growth through acquisitions, S&P could raise the ratings if the company demonstrates a commitment to a financial policy consistent with maintaining leverage below 5x over the long term. Governance factors are a moderately negative consideration in S&P's credit rating analysis of ABG, as it is for most rated entities owned by private equity sponsors. It believes the company's highly leveraged financial risk profile reflects corporate decision-making that prioritizes the interests of the controlling owners. This also reflects the generally finite holding periods and a focus on maximizing shareholder returns. AYALA PHARMACEUTICALS: Signs Side Letter Agreement With Investors ----------------------------------------------------------------- Ayala Pharmaceuticals, Inc. entered into a Side Letter Agreement for Conversion with Israel Biotech Fund I, L.P., Israel Biotech Fund II, L.P. and certain other investors. The Side Letter Agreement references (i) the merger contemplated by the Agreement and Plan of Merger and Reorganization, dated as of July 26, 2023, between the Company, Biosight Ltd. and a wholly owned subsidiary of the Company, pursuant to which such subsidiary shall merge with and into Biosight, with Biosight surviving as a wholly owned subsidiary of the Company, (ii) that certain Senior Secured Convertible Promissory Note entered into between the Company and the investors named therein for an original principal amount of up to $2,000,000, which was previously disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and (iii) a Simple Agreement for Future Equity by and between Biosight and the Investors, pursuant to which the Investors agreed to invest in Biosight up to $2,500,000, and Biosight agreed to issue equity interests in Biosight to the Investors in certain circumstances (the "SAFE"). Pursuant to the Side Letter Agreement, the Company and the Investors agreed that should the Merger be consummated prior to the termination of the SAFE, then the Investors shall be entitled to receive, in consideration for amounts actually invested in Biosight up to $2,500,000, shares of the common stock, par value $0.001 per share, of the Company. The number of shares to be so issued would be equal to the amounts actually invested by the Investors in Biosight, divided by a conversion price equal to 65% of either (a) if definitive agreements with respect to private investments in public equity transactions involving shares of the Ayala Common Stock ("PIPE Transaction") are executed prior to the consummation of the Merger and the PIPE Transaction is consummated substantially simultaneous with the closing of the Merger, the lowest effective price per share at which shares of Ayala Common Stock are purchased in the PIPE Transaction, or (b) if the conditions set forth in clause (a) are not satisfied, the average of the closing prices of the Ayala Common Stock on the OTCQB on the five trading days immediately preceding the date on which the closing of the Merger occurs. The Side Letter Agreement also provides that (i) should the Merger be closed prior to the termination of the SAFE, then, following the closing of the Merger, if the Company enters into definitive agreements for the PIPE Transaction, the Investors shall have the right (but not the obligation) to purchase, on the same terms of the PIPE Transaction, a number of shares of Ayala Common Stock equal to up to all of the portion, if any, of the $2,500,000 that they were entitled to invest under the SAFE that was never actually invested by the Investors, except that the price per share shall be equal to 65% of the lowest effective price per share at which shares of Ayala Common Stock are purchased in the PIPE Transaction, and (ii) if the PIPE Transaction is not consummated by the date that is six months following the closing of the Merger, then, for a period of 30 days following such date, the Investors shall have the right (but not the obligation) to purchase a number of shares of Ayala Common Stock equal to up to all of the Uninvested Amount at a price per share equal to 65% of the average of the closing prices of the Ayala Common Stock on the OTCQB on the five trading days immediately preceding the date on which notice of such purchase is delivered to the Company. The mechanics of conversion, including timing of delivery of the shares of Ayala Common Stock, under the Side Letter Agreement shall be substantially the same as the mechanics of conversion, including timing of delivery of the shares of Ayala Common Stock pursuant to the Promissory Note. The Side Letter Agreement, and the shares of Ayala Common Stock issuable pursuant thereto, are being offered and sold pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof, for the sale of securities not involving a public offering. About Ayala Pharmaceuticals Formerly known as Advaxis, Inc., Ayala Pharmaceuticals, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99 million in total assets, $9.83 million in total current liabilities, $1.48 million in total long-term liabilities, and $9.67 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, citing that the Company 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. BALADE YOUR WAY: Seeks Cash Collateral Access --------------------------------------------- Balade Your Way, Inc. and Great Caterers LLC ask the U.S. Bankruptcy Court for the Southern District of New York for authority to use cash collateral and provide adequate protection to the United States Small Business Administration, the Debtors' senior prepetition lender, and other junior asserted secured creditors. The Debtor requires the use of cash collateral to pay ordinary operating expenses relating to their business, including among other things, payroll, taxes and payments to ordinary course service providers and vendors. In response to the Covid-Pandemic, in June 2020, the SBA, the Debtors' senior secured lender, provided the Debtors with EIDL loans for $150,000 each, and holds a lien on substantially all the Debtors' assets, including their cash, accounts, personal property and cash equivalents, which property constitutes cash collateral within the meaning of 11 U.S.C. section 363. On March 10, 2022, Balade Your Way, Inc. extended its loan with the SBA to $2 million. On April 8, 2022, Great Caterers LLC also extended its loan with the SBA to $2 million. The Debtors tried to enroll in the Restaurant Revitalization Fund enacted by the United States Small Business Administration, and although the Debtors were one of the first few restaurants to apply for this relief, the Debtors never received any assistance. In order to cover losses in the operations, additionally, the Debtors entered into several merchant cash advance agreements to be able to generate more income to cover the operating expenses. Unfortunately, the cash flow was not sufficient to pay all of these lenders. The Debtors’ chapter 11 filings were precipitated in large part by the Covid-19 crisis, forcing a complete and later partial cessation of their operations for a substantial amount of time, then further exacerbated by several onerous agreements with merchant cash advance lenders. Prior to the Petition Date, the New York State Department of Taxation and Finance filed tax warrants against debtor Great Caters LLC in relation to approximately $200,000 in unpaid sales tax for March 2020 and March 2021. As a result of these warrants, the Debtors believe that NYSDTF also has an interest in cash collateral. As adequate protection for the use of cash collateral, the Debtors propose to grant to the SBA, NYSDTF and the Other Secured Parties valid, perfected and enforceable post-petition replacement liens on and security interests in all assets of the Debtors and the proceeds thereof. In addition to the Replacement Liens granted to the SBA and NYSDTF, the Debtors grant replacement liens to the Other Secured Parties and any other party who filed prior to the Petition Date a UCC-1 financing statement against the Debtors with the Secretary Of the State of New York, with such Replacement Liens to continue in the same order and priority that existed as of the Petition Date without determination as to the nature, extent, priority and validity of same, and shall not attach or be enforceable against any avoidance actions. As additional adequate protection for the Debtors' use of cash collateral pursuant to 11 U.S.C. sections 503 and 507, the SBA and NYSDTF will be granted a superpriority administrative claim, to the extent of any post-Petition Date diminution in value of its Collateral arising from the Debtors' use of the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=gyQX84 from PacerMonitor.com. About Balade Your Way Balade Your Way, Inc. is a full-service restaurant in New York, which specializes in Middle Eastern cuisine. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-11384) on Aug. 30, 2023, with $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Roland Semaan, president, signed the petition. Judge David S. Jones oversees the case. Jonathan S. Pasternak, Esq., at Davidoff Hutcher & Citron, LLP represents the Debtor as legal counsel. BENNETT MINERAL: Seeks Cash Collateral Access --------------------------------------------- Bennett Mineral Company, Inc. asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of the cash collateral to pay vendors and utilities, meet payroll and other obligations to employees, maintain insurance policies, preserve and protect assets, and otherwise pay obligations critical to continuing in business. BMC has suffered multiple setbacks over the last several years. The current owners purchased the interests of their then co-owners, negatively impacting their cash position. More recently, the company lost a major customer, further impairing their cash flow. These issues left them unable to update and modernize the plant, thereby increasing maintenance costs. On September 7, 2018, BMC executed a promissory note in favor of BB&T, predecessor-in-interest to Truist Bank in the original principal amount of $300,000. As of the Petition Date the balance of Note 5 was $164,020 plus attorneys' fees. On September 7, 2018, BMC executed a promissory note in favor of Truist in the original principal amount of $100,000. As of the Petition Date the balance of Note 6 was $101,355 plus attorneys' fees. Truist asserts that the Debtor's obligations to it under the BB&T Notes and otherwise are secured by a first-priority lien on substantially all of the Debtor's personal property pursuant to certain security agreements dated September 7, 2018. Prior to the Petition Date, directors, Paul Bennett, Jr. and Paul Bennett, III each executed a personal guaranty guaranteeing full and punctual payment and satisfaction of all amounts owed under the BB&T Notes. To provide adequate protection to Truist for any diminution in value of Truist's secured claim, pursuant to 11 U.S.C. Section 363(e), Truist is granted a valid and perfected security interest and lien in and upon all of the Debtor's assets of any kind or nature for which a lien, security interest, encumbrance or an assignment or transfer of any rights or interests is granted Truist in connection with the Security Agreements or in any other loan documents related in any manner to the BB&T Notes or other evidence of an indebtedness owed Truist, whether such assets are now owned or hereafter acquired, whether generated or received prior to or after the filing of the Debtor's bankruptcy petition. As further adequate protection, the Debtor agrees to make all regular post-petition payments of $1,829 per month on the BB&T Notes. A copy of the motion is available at https://urlcurt.com/u?l=jDIJOz from PacerMonitor.com. About Bennett Mineral Company, Inc. Bennett Mineral Company, Inc. offers clay products for cat litter, industrial clay, and animal feed supplements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 23-33135) on September 13, 2023. In the petition signed by Paul J. Bennett, III, executive vice president, the Debtor disclosed up to $10 million in assets and liabilities. Kevin Funk, Esq., at Durette, Arkema, Gerson & Gill PC, represents the Debtor as legal counsel. BLITZ NV: Brian Shapiro Named Subchapter V Trustee -------------------------------------------------- The U.S. Trustee for Region 17 appointed Brian Shapiro as Subchapter V trustee for BLITZ NV, LLC. Mr. Shapiro will be paid an hourly fee of $595 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Shapiro declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Brian Shapiro 510 S. 8th Street Las Vegas, NV 89101 Phone: (702) 386-8600 Email: brian@trusteeshapiro.com About BLITZ NV BLITZ NV, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13871) on Sept. 6, 2023. Jason Veronas, chief operating officer, signed the petition. BLITZ NV had $9,608,239 in assets and $4,187,333 in liabilities as of Aug. 31, 2023. Judge Natalie M. Cox oversees the case. Brett A. Axelrod, Esq., at Fox Rothschild, LLP represents the Debtor as legal counsel. CACTUSRV.COM LLC: Hires DeConcini McDonald as Legal Counsel ----------------------------------------------------------- Cactusrv.com LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Deconcini Mcdonald Yetwin & Lacy P.C. as its bankruptcy counsel. The firm will render these services: a. giving the Debtor legal advice with respect to its powers and duties; b. giving the Debtor legal advice with respect to the sale or disposition of estate assets, if necessary; c. taking required action to recover certain property and money owed to the Debtor; d. preparing on behalf of the Debtor, the necessary statements, schedules, complaints, answers, applications, orders, reports, plan of reorganization, motions, objections, and other legal documents; and e. performing all other legal services that the Debtor deems necessary. The firm will be paid at these rates: Jody A. Corrales $375 per hoiur Paraprofessionals $185 per hour Jody Corrales, Esq., a shareholder of DeConcini, disclosed in a court filing that her firm does not represent any interest that is materially adverse to the Debtor or its bankruptcy estate. The firm can be reached at: Jody A. Corrales, Esq. Deconcini Mcdonald Yetwin & Lacy P.C. 2525 E. Broadway Blvd., Suite 200 Tucson, AZ 85716 Tel: (520) 322-5000 Fax: (520) 322-5585 Email: jcorrales@dmyl.com About Cactusrv.com LLC CACTUSRV.COM LLC offers a large selection of new and pre-owned toy haulers, travel trailers, and boats. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06136) on September 5, 2023. In the petition signed by Phillip E. Delaney, member, the Debtor disclosed $8,384,417 in assets and $7,290,539 in liabilities. Jody A. Corrales, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., represents the Debtor as legal counsel. CAIR HEATING: Wins Cash Collateral Access Thru Sept 28 ------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, authorized Cair Heating and Cooling, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through September 28, 2023. Daikin Comfort Technologies Distribution, Inc. has asserted an interest in all inventory and equipment acquired by the Debtor from Daikin or its affiliates. Daikin also asserts statutory lien rights and/or construction trust fund claims pursuant to various mechanics and materialman's liens in jurisdictions where equipment manufactured or supplied by Daikin has been delivered or installed. As adequate protection, the creditors are granted liens upon the revenues from operations of the Debtor and all other property which is of the same type of collateral and priority as existed as of the Petition Date. The Replacement Liens granted will be deemed effective, valid, and perfected as of the Petition Date without the necessity of the filing or lodging by or with any entity of any documents or instruments otherwise required to be filed or lodged under applicable nonbankruptcy law. The Replacement liens is subject and inferior to the Debtor's obligation to pay U.S. Trustee fees pursuant to 28 U.S.C. section 1930 and the payment of professional fees as set forth in the Budget. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=W48Qfa from PacerMonitor.com. The Debtor projects total expense of $468,315 for the week ending September 29. About Cair Heating and Cooling Cair Heating and Cooling, LLC has historically been engaged in both commercial and residential HVAC installations, and currently maintains warehouses and offices in Louisville, Kentucky, Cincinnati, Ohio; Columbus, Ohio; and Indianapolis, Indiana. The majority of the Debtor's work consists of installing HVAC systems in multi-family residential projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr W.D. Ky. Case No. 23-31622) on July 14, 203. In the petition signed by Kevin Clapp, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Charles R. Merrill oversees the case. Dean A. Langdon, Esq., at Delcotto Law Group PLLC, represents the Debtor as legal counsel. CBS TRUCKING: Bid to Use Cash Collateral Denied ----------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York denied the request for entry of a final order authorizing use of cash collateral filed by CBS Trucking, Inc. for the reasons set forth on the record at the hearing held on September 12, 2023. The Debtor's use of cash collateral pursuant to the Interim Orders is terminated. A copy of the order is available at https://urlcurt.com/u?l=n1RD4O from PacerMonitor.com. About CBS Trucking, Inc. CBS Trucking, Inc. is part of the general freight trucking industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-35547) on June 30, 2023. In the petition signed by Sokol Bala, president, the Debtor disclosed $448,619 in assets and $1.236 million in liabilities. Judge Cecelia G. Morris oversees the case. James J. Rufo, Esq., at Law Office of James J. Rufo, represents the Debtor as legal counsel. CENTER FOR ASBESTOS: Hires Rudd & Company PLLC as Accountant ------------------------------------------------------------ Center For Asbestos Related Disease, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Rudd & Company, PLLC as accountant. The firm will complete the 2023 financial statements audits for the Debtor. The firm will be paid at these rates: Dane Hancock, CPA $315 per hour Julie Kostelecky, CPA $315 per hour Dan Sullivan, CPA $170 per hour Emily D'Agostino, CPA $185 per hour Kirsten Johnson, CPA $145 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dane Hancock, CPA at Rudd & Company, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dane Hancock, CPA RUDD & COMPANY, PLLC 3805 Valley Commons Drive, Suite 7 Bozeman, MT 59718 Tel: (406) 585-3393 Fax: (406) 585-7132 About Center for Asbestos Related Disease, Inc. Center for Asbestos Related Disease, Inc. addresses healthcare issues associated with Libby amphibole (previously called tremolite) asbestos. Center for Asbestos Related Disease sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mont. Case No. 23-90135) on Aug. 7, 2023. In the petition signed by Tracy J. McNew, executive director, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Patten, Peterman, Bekkedahl & Green, PLLC serves as the Debtor's counsel. CERTIFIED 360: Bid to Use Cash Collateral Denied as Moot -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, denied as moot the motion to use cash collateral filed by Certified 360, LLC. As previously reported by the Troubled Company Reporter, the Debtor owed the U.S. Small Business Administration $542,244. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed on May 5, 2020 to the lender, pursuant to which the lender provided funds to the Debtor. A copy of the order is available at https://urlcurt.com/u?l=0bZqOH from PacerMonitor.com. About Certified 360, LLC Certified 360, LLC is part of the construction industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01002) on May 4, 2023. In the petition signed by Ashley Downing, managing member, the Debtor disclosed $528,466 in assets and $1,598,966 in liabilities. Judge Jacob A. Brown oversees the case. Bryan K. Mickler, Esq., at Law Offices of Mickler & Mickler, LLP, represents the Debtor as legal counsel. CHARLES & 20: Seeks to Hire CBRE Inc. as Real Estate Broker ----------------------------------------------------------- Charles & 20, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ CBRE, Inc. as real estate broker. The firm will market and sell the Debtor's real property located at 4 E North Ave, Baltimore, MD 21218-6034. The firm will be paid at a commission rate of 4 percent of the gross sales price. Laurence Oster, a partner at CBRE, Inc., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Laurence Oster CBRE, INC 100 E. Pratt Street, 17th Floor Suite 700 Baltimore MD 21202 Tel: (410) 244 7100 Email: laurence.oster@cbre.com About Charles & 20, LLC Charles & 20, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C.Y. Cheng, member and owner, signed the petition. Judge Nancy V. Alquist oversees the case. Tydings & Rosenberg, LLP is the Debtor's legal counsel. CHARLES & 20: Seeks to Hire Ten-X LLC as Marketing Agent -------------------------------------------------------- Charles & 20, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Ten-X, LLC as marketing agent. The firm will market and sell the Debtor's real property located at 4 E North Ave, Baltimore, MD 21218-6034. The firm will be paid at the rates 3 percent for the sale of Debtor's real property. Bradd M. Caplan, a partner at Ten-X, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Bradd M. Caplan Ten-X, LLC 17600 Languna Canyon Road Irvine, CA 92618 Tel: (888) 952-6393 Email: brokerdesk@ten-x.com About Charles & 20, LLC Charles & 20, LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-14023) on June 8, 2023, with $1 million to $10 million in both assets and liabilities. Anthony C.Y. Cheng, member and owner, signed the petition. Judge Nancy V. Alquist oversees the case. Tydings & Rosenberg, LLP is the Debtor's legal counsel. CHIC LLC: Files Emergency Bid to Use Cash Collateral ---------------------------------------------------- Chic LLC asks the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to fund certain ongoing expenses. Like many businesses in the clothing industry (and other industries), the Debtor's sales were affected during the COVID pandemic. In order to keep the business operational during that time, the Debtor took an Economic Injury Disaster Loan (EIDL) from the Small Business Administration in the amount of $1.2 million. The EIDL loan is unsecured. A further recent decline in sales has made it impossible for the Debtor to repay the EIDL loan and to pay its secured creditor on its current terms. The Debtor has kept substantially current in paying obligations to its other creditors. The Debtor's only creditors are Mountain One, which is owed approximately $288,200, the SBA and two vendors, with debts totaling approximately $54,000. The obligation to Mountain One is secured by a validly perfected security interest in substantially all of the assets of the Debtor. The Debtor filed the case primarily to reduce the SBA obligation and pay it with the Debtor's projected disposable income over the Plan period, and to restructure the Mountain One debt. The Debtor asserts that any cash collateral used by the Debtor will be used solely to maintain operations and generate at least an equal amount of cash collateral. However, in addition, the Debtor also proposes to provide to Mountain One the following as additional adequate protection: a. The Debtor will grant to Mountain One a continuing replacement lien and security interest to the same validity, extent and priority that it would have had in the absence of the bankruptcy filing; b. The Debtor will remain within its Budget, within an overall margin of 10%; and, c. The Debtor will make monthly adequate protection payments on account of its obligations to Mountain One in the amount of $2,000 by the 15th day of each month, beginning on October 15, 2023. A copy of the motion is available at https://urlcurt.com/u?l=ZxyHv0 from PacerMonitor.com. About Chic LLC Chic LLC manufactures ladies and petites print and solid polo shirts, cardigan sweaters and stretch twill pants. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-11526) on September 21, 2023. In the petition signed by Charles Godfrey, manager, the Debtor disclosed $312,454 in assets and $1,670,311 in liabilities. David B. Madoff, Esq., at Madoff & Khoury LLP, represents the Debtor as legal counsel. COLORADO FOOD: Seeks Cash Collateral Access ------------------------------------------- Colorado Food Enterprises, Inc. asks the U.S. Bankruptcy Court for the District of Colorado for authority to use cash collateral and provide adequate protection to properly perfected secured creditors. The bankruptcy filing was prompted due to the Debtor's debt service. The Debtor maintains four loans with factors which incumber the Debtor's receivables, have daily draws for payments, and accrue at high interest rates. The Debtor cannot cash flow under the loan serving obligation as it is currently structured. The Debtor has also been sued for alleged employment violations, which the Debtor disputes. The lawsuit disrupted the Debtor's ability to obtain tradition financing. The following parties may have or assert a lien encumbering the Debtor's "cash collateral" as the term is defined in Bankruptcy Code Section 363. The liens are generally described as follows: a. The Debtor entered into a line of credit and related documents with Fundbox on September 1, 2023. Fundbox is currently owed approximately $30,000. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Servies Company and First Corporate Solutions. b. The Debtor entered into three Merchant Agreements and related documents with CFH Merchant Solutions on September 1, 2023 and March 3, 2023. CFG is owed approximately $880,800. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. c. The Debtor entered into a Merchant Agreement and related documents with Everest Business Funding on April 6, 2023. EBF is owed approximately $362,500. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. d. The Debtor entered into a Merchant Agreement and related documents with Cloud Fund/Delta Bridge on April 20, 2023. CF is owed approximately $412,225. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. e. The Debtor entered into a Merchant Agreement and related documents with Seamless Capital on May 12, 2023. The SC debt has been paid in full. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Services Company and First Corporate Solutions. f. The Debtor entered into two Merchant Agreements and related documents with Black Beard Capital on February 3, 2023 and April 15, 2023. BBC is owed approximately $150,000. The Debtor cannot locate an associated UCC-1 financing statement on the Colorado Secretary of State website though there are numerous filings under corporate service companies such as Corporation Service Company and First Corporate Solutions. g. The Debtor entered into a EIDL loan with the U.S. Small Business Administration and related documents on June 16, 2020. The SBA is owed approximately $150,000. The SBA filed a UCC-1 financing statement on June 27, 2020. h. The Debtor entered into two loan agreements and related documents on June, 2021 and December 15, 2022, which loan was assigned to Arma Capital on or around September 7, 2023. A UCC-1 financing statement on August 3, 2023. The Debtor asserts Arma Capital is unsecured because the filed UCC-1 financing statement is avoidable. The Debtor's accounts receivable as of the Petition Date total approximately $431,751. The Debtor’s cash on hand and in bank accounts as of the Petition Date is approximately $85,000. In order to provide adequate protection for the Debtor's use of cash collateral, to the extent any secured creditor is properly perfected in cash collateral, the Debtor proposes the following: a. The Debtor will provide a replacement lien on all post-petition accounts and cash equivalents to the extent that the use of the cash collateral results in a decrease in the value of the collateral pursuant to 11 U.S.C. Section 361(2); b. The Debtor will maintain adequate insurance coverage on all personal property assets and adequately insure against any potential loss; c. The Debtor will provide to such creditor all periodic reports and information filed with the Bankruptcy Court, including debtor-inpossession reports; d. The Debtor will only expend cash collateral pursuant to the Budget subject to reasonable fluctuation by no more than 15% for each expense line item per month, plus all fees owed to the U.S. Trustee; e. The Debtor will pay all post-petition taxes; and f. The Debtor will retain in good repair all collateral in which any secured creditor has an interest. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=p8dnPS from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $464,400 for October 2023; $464,400 for November 2023; and $466,900 for December 2023. About Colorado Food Enterprises Inc. Colorado Food Enterprises Inc. is a collection of locally owned companies that provide a variety of products and food production services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14259) on September 21, 2023. In the petition signed by James Teran, president, the Debtor disclosed $774,251 in assets and $5,006,437 in liabilities. Judge Michael E. Romero oversees the case. Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, P.C., represents the Debtor as legal counsel. COMPLIANCE TESTING: Hires Allan D. NewDelman P.C. as Counsel ------------------------------------------------------------ Compliance Testing, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Allan D. NewDelman, P.C. to serve as legal counsel in its Chapter 11 case. The firm will be paid at these rates: Allan D. NewDelman, Esq. $475 per hour Roberta J. Sunkin, Esq. $395 per hour Paralegals $150 to $200 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The retainer is $15,000. Allan NewDelman, Esq., a partner at Allan D. Newdelman, P.C., 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: Allan D. NewDelman, Esq. ALLAN D. NEWDELMAN, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Email: anewdelman@adnlaw.net About Compliance Testing, LLC Compliance Testing offers clients with the full testing services they need to achieve certification success. The Company provides worldwide compliance testing for FCC, IC and CE marks. The Company is able to offer services for the U.S., Canada, European Union, Australia/New Zealand, Korea, Japan and many other markets. Compliance Testing, LLC in Mesa, AZ, filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 23-06163) on September 6, 2023, listing $628,890 in assets and $5,560,180 in liabilities. Michael C. Schafer as manager, signed the petition. Judge Scott H. Gan oversees the case. ALLAN D. NEWDELMAN, P.C. serve as the Debtor's legal counsel. CUMBERLAND SERVICENTER: Hires Crane Simon Clar as Counsel --------------------------------------------------------- Cumberland Servicenter, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crane, Simon, Clar & Goodman as counsel. The firm will provide these services: a. prepare necessary applications, motions, answers, orders, adversary proceedings, reports and other legal papers; b. provide the Debtor with legal advice with respect to its rights and duties involving its property, as well as its reorganization efforts herein; c. appear in court and to litigate whenever necessary; and d. perform any and all other legal services that may be required from time to time during the administration of this bankruptcy case. The firm will be paid at these rates: Arthur G. Simon $520 per hour Scott R. Clar $520 per hour Karen R. Goodman $520 per hour John H. Redfield $400 per hour The firm received an advanced retainer in the amount of $19,228. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott R. Clar, Esq. a partner at Law Firm of Crane, Simon, Clar & Goodman, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Scott R. Clar, Esq. CRANE, SIMON, CLAR & GOODMAN 135 S. LaSalle, #3950 Chicago, IL 60603 Tel: (312) 641-6777 Email: sclar@cranesimon.com About Cumberland Servicenter Cumberland Servicenter, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-10920) on Aug. 21, 2023, with $1 million to $10 million in both assets and liabilities. David Lopina, president, signed the petition. Judge Janet S. Baer oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman represents the Debtor as legal counsel. CUSTOM LOGGING: Court OKs Interim Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Custom Logging, LLC to use cash collateral on an interim basis in an amount not to exceed $50,000 in accordance with the budget. The Debtor requires the use of cash collateral to pay post-petition finances. The possible lienholders of the Debtor's cash collateral are Commercial Credit Group, Globex Funding, Iruka Capital Group, Parkview Advance, and Venture Plus Partners dba Avanza Capital. CCG asserts the Debtor, as maker, was obligated to CCG on four commercial equipment loans, which are evidenced by Negotiable Promissory Note and Security Agreements, each payable to CCG, dated April 15, 2021 in the original face amount of $94,410, dated September 22, 2021 in the original face amount of $218,200, dated March 8, 2022 in the original face amount of 1.3 million, and dated May 13, 2022 in the original face amount of $629,466 as amended from time to time. As of the Petition Date, CCG asserts the Debtor, as guarantor pursuant to a Secured Guaranty dated April 15, 2021, was obligated to CCG on two commercial equipment loans made to JS Sewell LLC, which are evidenced by Negotiable Promissory Note and Security Agreements, each payable to CCG, dated October 14, 2020 in the original face amount of $369,420 and dated November 18, 2020 in the original face amount of $211,980 as amended from time to time. As of the Petition Date, CCG asserts the Debtor, as guarantor pursuant to a Secured Guaranty dated April 15, 2021, was obligated to CCG on two commercial equipment loans made to James Sherrill Sewell, which are evidenced by Negotiable Promissory Note and Security Agreements, each payable to CCG, dated December 17, 2019 in the original face amount of $466,620 and dated May 22, 2020 in the original face amount of $193,620 as amended from time to time. Pursuant to the Notes and Secured Guaranties, Debtor, JS Sewell LLC, and James Sherrill Sewell granted to CCG, CCG asserts it has security interests and liens in and upon the specific equipment more particularly described in the Equipment Schedule, as well as all of the Debtor's respective accounts, equipment, contract rights, goods, inventory, and other items of personal property more particularly described therein, which, in part, constitute "cash collateral" as defined in 11 U.S.C. Section 363(a). As of the Petition Date, CCG asserts the Debtor owed the amount of $1.833 million on the Notes, plus subsequently accruing interest, and other charges, including legal expenses recoverable under the Loan Documents. As adequate protection, CCG is granted post-petition replacement liens to the extent of the use and to the extent that the pre-petition lien in the same type of collateral was valid, perfected, enforceable, and non-avoidable as of the Petition Date. As soon as practicable and in no event later than October 17, 2023, the Debtor, JS Sewell LLC, and/or James Sherrill Sewell will pay to CCG the sum of $39,713 by wire transfer. Commencing on October 17, 2023 and continuing on the 17th day of each month thereafter until further order of the Court, the Debtor will remit monthly post-petition payments to CCG by wire transfer in the amount of $53,648 per month. Upon receipt of 1) the initial payment ol $39,713 by wire transfer specified in Sec. 2.2 and 2) proof of insurance specified in Sec. 2.3. CCG will make the Equipment Collateral in its possession available to the Debtor, JS Sewell LLC, and James Sherrill Sewell, respectively. These events constitute an "Event of Default": 1. the Debtor, JS Sewell LLC, or James Sherrill Sewell will violate or fail to timely satisfy, post-petition, any term or condition of the Consent Order. 2. A trustee (other than a Subchapter V trustee) or examiner is appointed under Chapter 11 of the Code without the consent of CCG. 3. the Debtor, JS Sewell LLC, or James Sherrill Sewell sells or encumbers any ilem of properly subject to CCG's liens, without the prior written consent of CCG, or approval of the Bankruptcy Court. 4. the Debtor's Chapter 11 proceeding is converted to a Chapter 7 proceeding or dismissed. 5. the Debtor's, JS Sewell LLC's, or James Sherrill SewelPs business operations materially change. 6. Insurance required under the Notes is deemed inadequate, allowed to lapse, or is otherwise terminated. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=rrKSbz from PacerMonitor.com. The Debtor projects $32,000 in total income and $4,000 in total expenses for the period from September 20 to October 3, 2023. About Custom Logging, LLC Custom Logging, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02538) on September 1, 2023. In the petition signed by James Sherrill Sewel, member-manager, the Debtor disclosed $50,000 in assets and up to $10 million in liabilities. Judge Pamela W. Mcafee oversees the case. Philip M. Sasser, Esq., at Sasser Law Firm, represents the Debtor as legal counsel. DIVERSE CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Diverse Construction Group, LLC 350 Spencer Lane San Antonio, TX 78201 Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Western District of Texas Case No.: 23-51281 Judge: Hon. Craig A. Gargotta Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E Mulberry Ave. Suite 700 San Antonio TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 Email: wrdavis@langleybanack.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Dario Hernandez, Jr. as owner/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/VYKLLZY/Diverse_Construction_Group_LLC__txwbke-23-51281__0001.0.pdf?mcid=tGE4TAMA DOBBS TRUCKING: Seeks to Hire Saxton Law PLLC as Attorney --------------------------------------------------------- Dobbs Trucking, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to employ Saxton Law, PLLC as attorney. The firm will provide these services: a. represent the Debtor in this Chapter 11 case and to advise the Debtor as to its rights, duties and powers as a debtor in possession; b. prepare and file all necessary statements, schedules, and other documents to negotiate and prepare a plan of reorganization for the Debtor; c. represent the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. The firm will be paid at the rate of $275 per hour, and the retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Randall R. Saxton, a partner at Saxton Law, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Randall R. Saxton, Esq. SAXTON LAW, PLLC 986 Madison Ave Madison, MS 39110 Tel: (601) 790-0520 Email: randall@saxton.law About Dobbs Trucking Dobbs Trucking, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-12021) on July 6, 2023. Randall R. Saxton of Saxton Law, PLLC is the Debtor's legal counsel. E.R. BAKEY: Wins Cash Collateral Access Thru Nov 14 --------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized E.R. Bakey, Inc. to use cash collateral on an interim basis in accordance with the budget, through November 14, 2023. Barrington Bank & Trust Company has a valid blanket lien on the Debtor's assets as of the bankruptcy filing date and the cash proceeds thereof. The Prepetition Secured Lender holds a security interest in all of the Debtor's assets by way of a valid lien duly filed. The Bank asserts the amount due and owing totals no less than $40,268. Other potential lien holders are: a) Ace Funding Source b) U.S Small Business Administration c) On Deck Capital d) Pay Pal Credit e) WebBank As adequate protection for its interest in the collateral, the Debtor will make monthly payments commencing on November 14 to these secured creditors in the following amount: i) Barrington Bank and Trust Company - $1,461 ii) Pay Pal - $500 In return for the Debtor's continued interim use of cash collateral, and for any diminution in value of lien holders' interest in the cash collateral from and after the petition date, the Prepetition Secured Lender and all Additional Lien Holders will receive an administrative expense claim pursuant to 11 U.S.C. Section 507(b). In further return for the Debtor's continued interim use of cash collateral, the Prepetition Secured Lender and all Additional Lien Holders are granted a replacement lien in substantially all of the Debtor's assets, including cash collateral equivalents and the Debtor's cash and accounts receivable, among other collateral to the extent and validity as held pre-petition. The Debtor must maintain and pay premiums for insurance to cover the Collateral from fire, theft, and water damage, and the Prepetition Secured Lender and Additional Lien Holders consent to the payment of such premiums from their cash collateral. The Prepetition Secured Lender and all other Additional Lien Holders are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens and only to the extent of priority that existed on the date of filing. This order is without prejudice to any future avoidance of any of the liens. A further hearing on the matter is set for November 14, 2023 at 1:30 p.m. A copy of the Court's order is available at https://urlcurt.com/u?l=I34oFT from PacerMonitor.com. About E.R. Bakey, Inc. E.R. Bakey, Inc. is a subcontractor involved in material hauling for road projects involving the Illinois toll way system. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-06297) on May 12, 2023. In the petition signed by Eric Bakey, president, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Jacqueline Cox oversees the case. Richard G Larsen, Esq., at SpringerLarsenGreene, LLC, represents the Debtor as legal counsel. EIGHT COPELAND: Sam Della Fera Named Subchapter V Trustee --------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Sam Della Fera, Jr., Esq., at Chiesa, Shahinian & Giantomasi, PC, as Subchapter V trustee for Eight Copeland Road Group, LLC. Mr. Della Fera, Jr. will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work related expenses incurred. Mr. Della Fera, Jr. declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Sam Della Fera, Jr., Esq. Chiesa, Shahinian & Giantomasi, PC One Boland Drive West Orange, NJ 07052 973-530-2076 Email: sdellafera@csglaw.com About Eight Copeland Eight Copeland Road Group, LLC is engaged in activities related to real estate. The company is based in Livingston, N.J. Eight Copeland Road Group filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-17756) on Sept. 5, 2023, with $1 million to $10 million in both assets and liabilities. Marc Theophile, managing member, signed the petition. Judge John K. Sherwood oversees the case. Avram D. White, Esq., at White and Co. Attorneys and Counsellors represents the Debtor as bankruptcy counsel. EVENTIDE CREDIT: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Eventide Credit Acquisitions, LLC. The committee members are: 1. Dowin Coffy 405 North Pine Street Williamsville, IL 62693 Phone: 269-757-4409 Email: do.coffy@gmail.com 2. Dana Duggan 45 School Rd., Apt. 702 Quincy, MA 02169 Phone: 857-359-1012 Email: danaduggan@ymail.com 3. Renee Galloway 3117 Stone Arbor Lane, 1114 Glen Allen, VA 23059 Phone: 804-269-6845 Email: respsych16@gmail.com 4. George Hengle 12801 Winfree St. Chester, VA 23831 Phone: 804-920-8045 Email: hengnout@gmail.com 5. Regina Nolte 3210 Eddy Court Indianapolis, IN 46214 Phone: 317-833-9565 Email: caymanangel@hotmail.com 6. Richard L. Smith, Jr. 8700 Tamarind St. San Antonio, TX 78240 Phone: 480-238-3802 Email: rsmith68n@yahoo.com 7. Teresa Titus 2210 West Main Street Ste. 107 PMB 156 Battle Ground, WA 98604 Phone: 925-915-9792 Email: tracy.contractparalegal@gmail.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 Eventide Credit Eventide Credit Acquisitions, LLC, a Dallas-based company, filed voluntary Chapter 11 petition (Bankr. N.D. Texas Lead Case No. 23-90007) on Sept. 6, 2023, with $50 million to $100 million in both assets and liabilities. Matt Martorello, manager, signed the petition. Judge Mark X. Mullin oversees the case. The Debtor tapped Forshey Prostok as bankruptcy counsel. EXPRESS ELECTRIC: Seeks Cash Collateral Access ---------------------------------------------- Express Electric Supply, LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to use cash collateral and provide adequate protection. On April 14, 2023, Express Electric executed and delivered to Old Plank Trail Community Bank, N. A. a promissory note in the principal amount of $1.6 million, among other loan documents, to create a line of credit facility with the Bank by which the Bank advanced to Express Electric the gross amount of $1.6 million to fund the working capital needs of Express Electric. Subsequently, on May 22, 2020, Express Electric executed and delivered to the Bank a second promissory note in the principal amount of $350,000, among other loan documents, to create a term loan credit facility with the Bank, by which the Bank advanced to Express Electric the gross amount of $350,000 to fund additional working capital needs of Express Electric. The Loan Documents included a Business Loan Agreement and the guaranties of Rodney J. Thompson. Pursuant to the Guaranties, Rodney J. Thompson guaranteed all of the obligations of Express Electric to the Bank. Pursuant to the Loan Agreements, Express Electric granted to the Bank a continuing security interest in all of the then-existing and after-acquired assets of Express Electric–including inventory, contracts, contract rights, accounts, accounts receivable and proceeds of these assets. On May 28, 2020, the Bank recorded with the Secretary of State of Illinois, the Financing Statement as Document No. 025570695 to perfect the Bank's first, senior security interests in the cash collateral. Pursuant to the Loan Agreements and the UCC Filing, the Bank has perfected secured interests in the cash collateral, that is senior to all other secured creditors. Express Electric was a year to year profitable and successful company but fell into financial crisis with the onset of the Covid pandemic. During the Covid pandemic, Express Electric's revenues dropped with construction work severely diminished on the larger projects that Express Electric usually is engaged to provide electrical supplies. Express Electric needs to use the proceeds of its inventory and its accounts receivable. These proceeds are the cash collateral of the Bank. Presently, Express Electric has approximately $452,205 in accounts receivable and inventory worth $1.4 million as of September 18, 2023. The Debtor proposes that the Bank may be entitled to certain protections for the use of this cash collateral, including the following: a. the Debtor is willing to pay monthly payments in the amount of $13,000, which will be applied to the outstanding interest and principal, and continue to decrease the outstanding amount owed to the Bank; and, b. Maintenance of Property Insurance as a condition for cash collateral. A hearing on the matter is set for October 3, 2023 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=LHnVew from PacerMonitor.com. About Express Electric Supply, LLC Express Electric Supply, LLC is a supplier of electrical supplies to the construction and building trades. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12317) on September 17, 2023. In the petition signed by Rodney J. Thompson, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Ariel Weissberg, Esq., at Weisberg and Associates, Ltd., represents the Debtor as legal counsel. FARADAY FUTURE: Signs Stock Purchase Deal With Senior Management ---------------------------------------------------------------- Faraday Future Intelligent Electric Inc. announced that its future Global CEO Matthias Aydt, Founder and Chief Product and User Product Officer YT Jia, current Global CEO and future EVP of Global Industrialization and China CEO XF Chen, Interim CFO Jonathan Maroko, and Chief Accounting Officer Yun Han, along with other senior executives and members of management, have voluntarily entered into a salary deduction and stock purchase agreement. Subject to shareholder approval of the agreement as required by Nasdaq, these senior executives and members of management have committed to utilize 50% of their salary over a three-month period to purchase shares of the Company's Class A common stock from the Company to further demonstrate their belief and support in the business. Shares will be locked-up for a minimum of 180 days from issue date. All participants will be purchasing shares of Class A common stock directly from the Company. "Throughout its history, Faraday Future has been deeply committed to its employees, users, and its vision for a sustainable transportation future. Executives agreeing to invest part of their compensation in exchange for additional ownership shows a deep alignment of interest with stockholders," said Matthias Aydt. "When viewing the Company's share performance, management believes that Faraday has been undervalued by the market and want to showcase their commitment and belief in the Company by entering into these agreements. The Company believes this action underscores the commitment and ownership mindset that is a core competitive advantage for our Company. Our core executives display a strong sense of ownership, and with this spirit, we believe the Company can overcome current challenges and make substantial strides in our business." About Faraday Future Gardena, CA-based Faraday Future (NASDAQ: FFIE) -- http://www.ff.com-- is a luxury electric vehicle company. The Company has pioneered numerous innovations relating to its products, technology, business model, and user ecosystem since inception in 2014. Faraday Future aims to perpetually improve the way people move by creating a forward-thinking mobility ecosystem that integrates clean energy, AI, the Internet. Faraday Future reported a net loss of $552.07 million for the year ended Dec. 31, 2022, a net loss of $516.50 million for the year ended Dec. 31, 2021, compared to a net loss of $147.08 million for the year ended Dec. 31, 2020. New York, NY-based Mazars USA LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 9, 2023, citing that the Company has incurred operating losses since inception, has continued cash outflows from operating activities, and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FIRST TO THE FINISH: Wins Cash Collateral Access Thru Oct 12 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Illinois authorized Michael E. Collins, the Chapter 11 Trustee for First to the Finish Kim and Mike Viano Sports Inc., to use cash collateral in accordance with the budget, with a 10% variance, until October 12, 2023. CNB Bank & Trust, N.A., Nike USA, Inc., and the Bank of Springfield have asserted a perfected security interest in the Debtor's bankruptcy estate. As adequate protection, the Secured Lenders are granted access to examine the books and records of the Debtor and take an inventory of assets of the Estate. The parties will use their best efforts to coordinate on mutually available dates and times to avoid duplication and disruptions on the operations. As further adequate protection, and only to the extent of (a) the diminution of value of a Secured Lender's interest in the Prepetition Collateral occurring from the Petition Date to the Termination Date, and (b) the prepetition validity and priority of each the Secured Lender's respective security interests in the Prepetition Collateral, the Secured Lenders are granted valid and perfected, security interests in, and liens including, but not limited to, replacement liens on all of the right, title, and interest of the Estate. The Adequate Protection Liens and the 507(b) Claims are valid, perfected, enforceable, and effective as of the Petition Date without the need for any further action by the Trustee, the Secured Lenders, or the necessity of execution or filing of any instruments or agreements. The Trustee is authorized to use cash collateral in accordance with this Order until the earlier of the following: (i) October 12, 2023; (ii) the entry of an Order, on a "final" basis approving the Trustee's use of cash collateral; (iii) the date of the dismissal of the Debtor's bankruptcy case or the conversion of the Debtor's bankruptcy case to a case under Chapter 7 of the Code, (iv) the date a sale of substantially all of the Estate's assets is consummated after being approved by the Court, (v) the effective date of any confirmed Chapter 11 plan. 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 Debtor's budget is available for free at https://urlcurt.com/u?l=4KgeP5 from PacerMonitor.com. The Debtor projects $250,000 in cash receipts and $284,450 in total cash disbursements in September 2023. About First to the Finish Kim and Mike Viano Sports Inc. First to the Finish Kim and Mike Viano Sports Inc. sells sporting goods, hobbies, and musical instruments. First to the Finish Kim and Mike Viano Sports filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 20-30955) on October 7, 2020. The petition was signed by Mike Viano, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laura K. Grandy oversees the case. The Debtor is represented by Carmody MacDonald P.C. The Chapter 11 Trustee, Michael E. Collins, is represented by Manier & Herod, P.C. CNB Bank & Trust, N.A., as secured lender, is represented by Silver Lake Group, Ltd. Nike USA, Inc., also a secured lender, is represented by A.M. Saccullo Legal. FRANKLIN SOUTHERN: Bid to Use Cash Collateral Denied as Moot ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, denied as moot the motion to use the cash collateral of Reibus International, Inc. filed by Franklin Southern Manufacturing. As previously reported by the Troubled Company Reporter, as of the Petition Date, the Debtor was indebted to Reibus in the approximate amount of $2.162 million. The Debtor's obligation is evidenced by a Promissory Note, Security Agreement, Financing Statement, and Chattel Mortgage executed on or about October 3, 2022 to the Lender, pursuant to which the lender provided funds to the Debtor. As adequate protection of the lender's interest and the estate's interest in cash collateral, the lender was granted a replacement lien to the same nature, priority, and extent that the lender may have had immediately prior to the date that the case was commenced nunc pro tunc to the Petition Date. Further, the lender was granted a replacement lien and security interest on property of the bankruptcy estate to the same extent and priority as that which existed pre-petition on all of the cash accounts, accounts receivable and other assets and property acquired by the Debtor's estate or by the Debtor on or after the Petition. The replacement lien in the Post-Petition Collateral will be deemed effective, valid and perfected as of the Petition Date, without the necessity of filing with any entity of any documents or instruments otherwise required to be filed under applicable non-bankruptcy law. A copy of the order is available at https://urlcurt.com/u?l=VLRHXs from PacerMonitor.com. About Franklin Southern Manufacturing, LLC Franklin Southern Manufacturing, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00938) on April 27, 2023. In the petition signed by Billy Sermons, president and CEO, the Debtor disclosed $473,665 in total assets and $6,325,214 in total liabilities. Judge Jacob A. Brown oversees the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler and Mickler, LLP, represents the Debtor as legal counsel. GARAGE BUILDERS: Bankr. Administrator Unable to Appoint Committee ----------------------------------------------------------------- The U.S. Bankruptcy Administrator for the Eastern District of North Carolina disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Garage Builders of Raleigh, Inc. About Garage Builders of Raleigh Garage Builders of Raleigh, Inc. filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 23-02416) on Aug. 22, 2023, with as much as $1 million in both assets and liabilities. Judge David M. Warren oversees the case. The Debtor is represented by Stevens Martin Vaughn & Tadych, PLLC. GAUCHO GROUP: Effects 1-for-10 Reverse Common Stock Split --------------------------------------------------------- Gaucho Group Holdings, Inc. announced a 1-for-10 reverse stock split of the Company's common stock effective at 12:01 a.m. (Eastern Time) on Sept. 25, 2023. The Company's common stock began trading on a split-adjusted basis when the markets opened on Sept. 25, 2023 under the existing trading symbol "VINO." The reverse stock split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining its listing on the Nasdaq Capital Market. The new CUSIP number following the reverse stock split is 36809R404. As a result of the reverse stock split, every 10 shares of the Company's common stock issued and outstanding or held by the Company as treasury stock will be automatically reclassified into one new share of common stock. The reverse stock split will not modify any rights or preferences of the shares of the Company's common stock. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, and warrants, as well as to the number of shares issued and issuable under the Company's equity incentive plans. The common stock issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not affect the number of authorized shares of common stock or the par value of the common stock. The reverse stock split was approved by the Company's stockholders at the annual general meeting of stockholders held on Aug. 24, 2023 at a ratio in the range of 1-for-2 and 1-for-10, such ratio to be determined by the Board of Directors and included in a public announcement. On Sept. 8, 2023, the Company's Board of Directors approved the reverse stock split at the ratio of 1-for-10. No fractional shares will be issued in connection with the reverse stock split and no cash or other consideration will be paid in connection with any fractional shares. Stockholders who would otherwise have held a fractional share after giving effect to the reverse stock split will instead own one whole share of the post-reverse stock split common stock. Continental Stock Transfer and Trust Company, the Company's transfer agent, acts as the exchange agent for the reverse stock split. Stockholders of record holding certificates representing pre-split shares of the Company's common stock will receive a letter of transmittal from Continental with instructions on how to surrender certificates representing pre-split shares. Stockholders should not send in their pre-split certificates until they receive a letter of transmittal from Continental. Stockholders with book-entry shares or who hold their shares through a bank, broker or other nominee will not need to take any action. Stockholders of record who held pre-split certificates will receive their post-split shares book-entry and will be receiving a statement from Continental regarding their common stock ownership post-reverse stock split. 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. GETTYSBURG RENTAL: Court OKs Interim Cash Collateral Access ----------------------------------------------------------- The U.S Bankruptcy Court for the Middle District of Pennsylvania authorized Gettysburg Rental and Outdoor Power Equipment, LLC to use cash collateral on an interim basis in accordance with the budget. The parties that assert an interest in the cash collateral are M&T Bank, Wells Fargo Commercial Distribution, f/k/a GE Commercial Distribution Finance Corporation, Small Business Administration, CAN Capital, Inc., On Deck Capital, Inc., Surfside Capital, d/b/a BizFund, E Advance Services, East Hudson Capital d/b/a Global Funding Experts, and Forward Financing, LLC. As adequate protection, the Lenders are granted replacement liens in the Debtor's post-petition cash collateral consisting of receivables, cash and the proceeds thereof, and in all assets of the Debtor to which the Lenders have liens and security interests pre-petition. In the event that post-petition cash collateral is insufficient to provide an amount equal to such diminution, then the Lenders will have super priority status pursuant to 11 U.S.C. Section 364(c)(1) and have an administrative claims having priority over all other administrative claims, including those set forth in 11 U.S.C. Sections 503(b) or 507(a) except for amounts owed for fees to professionals in the case and fees to the U.S. Trustee’s Office, which fees will be pari passu with the Lenders' administrative claims. A further hearing on the matter is set for October 3, 2023 at 11 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=caNUMt from PacerMonitor.com. The Debtor projects total disbursements, on a monthly basis, as follows: $69,163 for October 2023; $63,583 for November 2023; and $80,263 for December 2023. About Gettysburg Rental and Outdoor Power Equipment, LLC Gettysburg Rental and Outdoor Power Equipment, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 1:23-bk-02095-HWV) on September 14, 2023. In the petition signed by Gary DeCroes, member, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. Brent C. Diefenderfer, Esq., at CGA Law Firm, represents the Debtor as legal counsel. GIP III STETSON I: Moody's Rates New $700MM Secured Term Loan 'B2' ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to a proposed $700 million senior secured term loan with borrowers GIP III Stetson I, L.P. (GIP III Stetson I) and GIP III Stetson II, L.P. (GIP III Stetson II, unrated, and collectively GIP III Stetson). The borrowers will be jointly and severally liable with respect to the proposed term loan. GIP III Stetson I's other ratings and stable outlook remain unchanged, including its B2 Corporate Family Rating. "The proposed term loan issuance is opportunistically refinancing the existing term loan while improving financial flexibility," commented Amol Joshi, Moody's Vice President and Senior Credit Officer. GIP III Stetson owns 100% interest in EnLink Midstream Manager, LLC (EMM, unrated) and roughly 40% equity interest in EnLink Midstream, LLC (ENLC, Ba1 stable) pro forma for ENLC's subsidiary, EnLink Midstream Partners, LP's (ENLK, and collectively with ENLC, EnLink) Series B preferred unit dilution. RATINGS RATIONALE The B2 rating on the senior secured term loan is in line with GIP III Stetson I's CFR, reflecting the term loan's first priority claim on the ownership interests in EMM and ENLC and it being the only debt outstanding at the company. GIP III Stetson I's B2 CFR reflects its structural subordination to the debt and preferred equity at EnLink, the company's standing as a holding company without any hard assets, and its high stand-alone financial leverage. GIP III Stetson's ability to service its debt is solely reliant on distributions from EnLink, a distribution stream which is junior to EnLink's substantial financing and operating requirements. GIP III Stetson's leverage on a stand-alone basis based on distributions received is high, even after modest distribution increases in 2022-23. EnLink and GIP III Stetson have renewed for 2023 an agreement pursuant to which EnLink agreed to repurchase, on a quarterly basis, a pro rata portion of the ENLC common units held by GIP III Stetson, based upon the number of common units purchased by it during the applicable quarter from public unitholders under its common unit repurchase program. To the extent that EnLink repurchases its shares from GIP III Stetson, it should support GIP III Stetson's cash flow. GIP III Stetson should have adequate liquidity, and GIP III Stetson's cash flows have improved after EnLink's modest distribution increases in 2022-23. With limited administrative overhead, GIP III Stetson does not have significant liquidity needs and it should receive adequate distributions from EnLink to cover interest expense and mandatory debt amortization. The financial maintenance covenant is a minimum debt service coverage ratio of 1.1x. There is a 1% mandatory amortization of the term loan per annum, which can be satisfied by the excess cash flow sweep, and 75% excess cash flow recapture when stand-alone leverage is above 5x, but stepping down to 50% when standalone leverage is equal to or less than 5x and 0% when standalone leverage is equal to or less than 2.5x. The alternate sources of liquidity are limited given that its ownership interests secure the term loan. GIP III Stetson could sell ENLC units but will be required to use part of the disposition proceeds to prepay a portion of the term loan. GIP III Stetson I's rating outlook is stable, reflecting Moody's expectation for adequate coverage of interest expense and mandatory debt amortization. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING GIP III Stetson I's rating could be upgraded if EnLink is upgraded and stand-alone GIP III Stetson debt to EBITDA approaches 5x. GIP III Stetson I's rating could be downgraded if EnLink's rating is downgraded or stand-alone GIP III Stetson interest coverage falls above 2x. GIP III Stetson owns controlling interests in the EnLink companies. The principal methodology used in this rating was Midstream Energy published in February 2022. GOLDEN DEVELOPING: Lender Seeks to Prohibit Cash Collateral Access ------------------------------------------------------------------ TVT 2.0 LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, to prohibit Golden Developing Business Solutions Inc. and Orchard Trails, LLC from using cash collateral and ordering the disgorgement of any and all unauthorized post-petition payments that the Debtors have made using TVT 2.0's cash collateral. TVT 2.0 has made loans to the Debtors, and TVT Business Funding entered into different and separate funding agreements with the Debtors at or around the same time. Notwithstanding the distinction between these two entities, TVT 2.0 and TVT Business Funding entered into an Intercreditor Agreement whereby both TVT Entities share perfection of their security interests of the Debtors' collateral. On October 17, 2022, both the Debtors, and other related parties, jointly entered into a Business Loan and Security Agreement with TVT 2.0 in the original principal amount of $1.5 million, of which $1.425 was disbursed to, inter alia, the Debtors. Pursuant to the First Agreement, the Debtors, and others, agreed to repay a total amount of $2.043 million in weekly installments over an 11-month term. On November 9, 2022, TVT Business Funding filed a UCC-1 Financing Statement with the Delaware Department of State, Filing Number 2022 9334533. On November 10, 2022, TVT Business Funding filed a UCC-1 Financing Statement with the Secretary of State for the State of Nevada, Filing Number 2022292903-6. On February 6, 2023, TVT Business Funding and TVT 2.0 entered into a PostClosing Collateral Agreement, which provides for TVT 2.0 and TVT Business Funding to work together on the collection of the joint obligations entered into between them and the Debtors. Accordingly, pursuant to the GDS UCC and the Intercreditor Agreement, TVT 2.0 holds a fourth-position, perfected lien on the above referenced collateral of GDS. Additionally, pursuant to the OT UCC and the Intercreditor Agreement, TVT 2.0 holds a first-position, perfected lien on the above referenced collateral of OT. On November 7, 2022, the Debtors and others entered into a Business Loan and Security Agreement with TVT 2.0 in the original principal amount of $2.5 million, of which $2.425 million was disbursed to, inter alia, the Debtors. Pursuant to the Second Agreement, the Debtors and others agreed to repay a total amount of $3.475 million in weekly installments over an 11-month term. Finally, on November 7, 2022, the Debtors and others entered into a Business Loan and Security Agreement with TVT 2.0 in the original principal amount of $1.170 million, of which $1.132 million was disbursed to, inter alia, the Debtors. Pursuant to the Third Agreement, the Debtors and others agreed to repay a total amount of $1.626 million in weekly installments over a 10-month term. As of the date of filing the Motion, the total amount due and owing to TVT 2.0 under the First Agreement is $1.8 million, under the Second Agreement is $3.3 million, and under the Third Agreement is $1.471 million, for an aggregate of $6.5 million. The Debtors failed to file a motion seeking any authority to use cash collateral in the cases. The Debtors have made post-petition payments to certain parties without the Court's authorization to use cash collateral. Furthermore, in this situation, TVT 2.0 should receive adequate protection in at least the following, if and when the Debtors request authorization to use TVT 2.0's cash collateral: a. TVT 2.0 should receive replacement liens on the post-petition cash collateral, which liens should be of the same extent, validity, and priority that TVT 2.0 held prepetition; b. the Court should enter an order specifically limiting the use of TVT 2.0's cash collateral solely for ordinary course operating expenses and subject to a monthly budget; c. the Court should enter an order requiring the Debtors to provide monthly financial reports regarding cash collateral used and comparing actual use to the proposed budget; and d. the Court should enter an order requiring the Debtors to pay monthly adequate protection cash payments to TVT 2.0 in an amount not less than 20% of the Debtors' monthly budgets. A copy of the motion is available at https://urlcurt.com/u?l=G1hTK8 from PacerMonitor.com. TVT 2.0 LLC, as lender, is represented by: Steven M. Berman, Esq. Elizabeth R. Brusa, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd. Suite 2800 Tampa, FL 33602 Email: sberman@shumaker.com ebrusa@shumaker.com About Golden Developing Golden Developing Business Solutions, Inc. is a health and wellness focused holding company that owns several businesses, all of which are centered in the pharmacy business sector. It is based in Fort Lauderdale, Fla. olden Developing Business Solutions filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14893) on June 22, 2023, with $7,798,584 in assets and $7,631,425 in liabilities. Stavros Triant, chief executive officer, signed the petition. Judge Scott M. Grossman oversees the case. David L. Merrill, Esq., at The Associates is the Debtor's legal counsel. GREEN DISTRICT: Wins Cash Collateral Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, authorized Green District Franchisee Parent, Inc. to use cash collateral on a final basis in accordance with the budget, with a 10% variance. As a result of the liens and/or security interests set forth in the UCC-1 filing filed with the Motion, Able 2 Loan, LLC asserts a lien on the Cash Collateral of the Debtor. As adequate protection, the Cash Collateral Creditor is granted valid and enforceable, perfected, and non-avoidable liens of other secured creditors. The Replacement Liens granted by will be deemed effective, valid, and perfected as of the Petition Date without the necessity of the filing or lodging by or with any entity of any documents or instruments otherwise required to be filed or lodged under applicable nonbankruptcy law. The Replacement Liens granted to the Cash Collateral Creditor under the Order is in addition to, and not in lieu or substitution of, the rights, obligations, claims, security interests, and prepetition liens and priorities granted under the existing agreements between the parties. A copy of the order is available at https://urlcurt.com/u?l=n2AD2f from PacerMonitor.com. About Green District Franchisee Parent, Inc. Green District Franchisee Parent, Inc. is a Delaware corporation with its principal office located at 225 South 5th Street in Louisville, Kentucky. GDFP operates 9 Green District restaurants in Kentucky, Indiana, Ohio and Colorado. The Green District restaurants are a casual fast-food restaurant chain offering food products focused on salads and healthy fare. GDFP currently employs approximately 168 employees in its operations. Employees are paid every two weeks and the Debtor uses a third-party, NextHR Solutions, to process and pay wages, payroll taxes and any wage-related withholdings. Equity interests in GDFP consist of preferred and common shares of stock. Four individuals own common stock in the company, and CGGD Franchisee, LP owns all the preferred stock in the company. CGGD Franchisee, LP is also the holder of a convertible promissory note from GDFP dated April 15, 2022 in the face amount of $15,000,000.00. The company's affairs are managed by a board of directors consisting of both common shareholders and representatives of the preferred shareholder. Chris Furlow is a director, owner of common shares, the chief development officer and designated representative of GDFP. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Kent. Case No. 23-31922) on August 18, 2023. In the petition signed by Chris Furlow, director, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Joan A Lloyd oversees the case. Dean A. Langdon, Esq., at Delcotto Law Group, PLLC, represents the Debtor as legal counsel. GULF COAST TRANS: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, has authorized Gulf Coast Transportation, Inc. to continue using cash collateral in an amount not to exceed $10,000 on an interim basis in accordance with the budget, pending a further hearing set for October 5, 2023 at 11 a.m. The Debtor's primary secured creditor is the U.S. Small Business Administration in the amount of $500,000 for an Economic Injury Disaster Loan. The Lender filed a UCC financing statement asserting a security interest in, among other things, all accounts receivable. As adequate protection, the SBA is granted a replacement lien to the same extent, validity, and priority as existed on the Petition Date. The Debtor is entitled to collect money from parties with outstanding accounts receivable to the Debtor and no creditor or party in interest will interfere with the Debtor's collection actions. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the Court's order is available at https://urlcurt.com/u?l=3Yojax from PacerMonitor.com. About Gulf Coast Transportation, Inc. Gulf Coast Transportation, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-00872) on March 8, 2023. In the petition signed by Justin Morgaman, vice president, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Roberta A. Colton oversees the case. Edward J. Peterson, Esq., at Johnson, Pope, Bokor Ruppel & Burns, LLP, represents the Debtor as legal counsel. GWD INC: Court OKs Interim Cash Collateral Access ------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized GWD, Inc. d/b/a American Overhead Door to use cash collateral on an interim basis in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay employees, pay for fuel for vehicles, and pay suppliers or other expenses. Pre-petition, on June 21, 2021, Zions Bancorporation N.A. dba Vectra Bank Colorado recorded its UCC-1 Financing Statement, perfecting its interest in substantially all of the Debtor's assets. Vectra has three loans with the Debtor that are covered by the UCC-1 filing, which total approximately $900,000. In addition to Vectra, De Lage Landed Financial Services, Inc. filed a UCC-1 Financing Statement against the Debtor. De Lage, however, does not assert a lien against cash--only against certain equipment. The Debtor's primary asset is its accounts receivable which totaled approximately $450,000 on the Petition Date. The court ruled as adequate protection of Veclra Bank, and any other party asserting an interest in the Debtor's cash, cash equivalents, accounts, and accounts receivable, interests in cash collateral proposed to be used by the Debtor in accordance with the Budget as follows: a. Vectra Bank will be paid adequate protection payments of $6,000 per month; b. The Debtor will provide the Secured Creditors with a post-petition lien on all post-petition inventory 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; c. The Debtor will only use cash collateral in accordance with the Budget, subject to a deviation on expenses not to exceed 15% without the prior agreement of secured creditors or an order of the Court; d. The Debtor will keep the Secured Creditors' collateral fully insured; e. The Debtor will provide the Secured Creditors with a complete accounting, on a monthly basis, of all revenue, expenditures, and collections through the filing of the Debtor's Monthly Operating Reports; and f. The Debtor will maintain in good repair all of the Secured Creditors' collateral. A final hearing on the matter is set for October 11, 2023 at 9:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=JwhS30 from PacerMonitor.com. About GWD Inc. GWD Inc. is an independent, non-franchise overhead door dealer in Southern Colorado. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14137) on September 14, 2023. In the petition signed by Gary Dejong, president, the Debtor disclosed $748,024 in assets and $3,089,574 in liabilities. Judge Kimberley H. Tyson oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. HAWKEYE ENTERPRISES: Court OKs Cash Access on Final Basis --------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, authorized Hawkeye Enterprises, LLC to use cash collateral on a final basis in accordance with the budget. The Debtor is indebted to Berkshire Bank, in the approximate amount of $957,000. The Debtor is also indebted to Rocket Capital NY, LLC in the approximate amount of $44,200, QFS Capital LLC in the approximate amount of $18,000, and Funding Metrics, LLC in the approximate amount of $35,000. Additionally, the Debtor may be indebted on a secured basis to EBF Holdings, LLC in the approximate amount of $21,000, American Express in the approximate amount of $18,31, Black Olive Capital LLC in the approximate amount of $96,000, Celtic Bank Corporation in the approximate amount of $94,000, PNC Bank in the approximate amount of $100,000, Forward Financing in the approximate amount of $13,000, and Cucumber Capital, LLC in the approximate amount of $30,000. Berkshire Bank, pre-petition lender to the Debtor, asserts various interests in (including, without limitation, security interests in and liens upon) substantially all of the Debtor's personal property including, without limitation, inventory and accounts receivable, as more particularly described in its loan documents. Further, Berkshire asserts interests in cash collateral including, without limitation, that such cash constitutes proceeds of the Collateral and, therefore, constitutes cash collateral within the meaning of 11 U.S.C. Code Section 363(a). The Debtor is permitted to use cash collateral without approval of the Prepetition Creditors to the extent that such use is necessary to protect the welfare of any animals that are kept on the premises of the Debtor's facilities. The cash collateral will not be used to make payments to (i) professionals, whether or not retained by the bankruptcy estates, including any attorneys' fees and expenses; (ii) other secured creditors; or (iii) pre-petition claims, debts or obligations, except to the extent such claims are contemplated by the Budget and allowed by the Court. As adequate protection, the Prepetition Creditors are granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor's bankruptcy estates that is the same type of property that Prepetition Creditors held a pre- petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. To the extent that the Replacement Liens prove inadequate to protect the Prepetition Creditors from a demonstrated diminution in the value of their Collateral positions from the Petition Date, then the Prepetition Creditors will be granted an administrative expense claim under Code Section 503(b) with priority in payment under Code Section 507(b). The Lender Super Priority Claims will be afforded the same priority within the class of Prepetition Creditors as the prepetition liens and security interests of those Prepetition Creditors. In addition to the Replacement Liens and Lender Super Priority Claim, to the extent that the Replacement Liens prove inadequate to protect the Prepetition Creditors from a demonstrated diminution in the value of their Collateral positions from the Petition Date, then Prepetition Creditors will be granted additional liens on all of the Debtor's assets for any diminution in its collateral position from the Petition Date not protected by the Replacement Liens. The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets. A copy of the court's order is available at https://urlcurt.com/u?l=Prbmn1 from PacerMonitor.com. About Hawkeye Enterprises Hawkeye Enterprises, LLC filed Chapter 11 petition (Bankr. E.D. Mo. Case No. 23-42494) on July 17, 2023, with $328,232 in assets and $1,488,755 in liabilities. Robert Moellering, owner, signed the petition. Judge Brian C. Walsh oversees the case. Robert E. Eggmann, Esq., at Carmody MacDonald P.C. is the Debtor's legal counsel. HIGHLAND PROPERTY: Case Summary & Nine Unsecured Creditors ---------------------------------------------------------- Debtor: Highland Property, LLC 1364 Rostraver Road Belle Vernon, PA 15012 Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Western District of California Case No.: 23-22032 Judge: Hon. Carlota M. Bohm Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 938 Penn Avenue, 5th Fl. Suite 501 Pittsburgh, PA 15222 Tel: 412-232-0930 Fax: 412-232-3858 Email: dcalaiaro@c-vlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bruce Roberts as president. A full-text copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UNNFCZA/Highland_Property_LLC__pawbke-23-22032__0001.0.pdf?mcid=tGE4TAMA HOLOSURGICAL TECHNOLOGY: Chapter 15 Case Summary ------------------------------------------------ Chapter 15 Debtor: HoloSurgical Technology Polska sp. Zoo ul. Wladyslawa Pytlasinskiego 10/12, Local 14, 00-777 Warszawa, Poland Business Description: The Debtor is a global medical technology company focused on elevating the standard of care by driving the evolution of digital surgery. Chapter 15 Petition Date: September 22, 2023 Court: United States Bankruptcy Court Southern District of Texas Case No.: 23-90783 Judge: Hon. Christopher M. Lopez Foreign Proceeding: Authorized pursuant to Chapter 15 Debtor Board Resolution Foreign Representative: Chris Thunander 520 Lake Cook Road Suite 315 Deerfield Illinois 60015 USA Foreign Representative's Counsel: Gregory F. Pesce, Esq. WHITE & CASE LLP 111 South Wacker Drive, Suite 500 Chicago, IL 60606 Tel: (312) 881-5400 Email: gregoy.pesce@whitecase.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/L36KNYQ/HoloSurgical_Technology_Polska__txsbke-23-90783__0001.0.pdf?mcid=tGE4TAMA INNOVATE CORP: Mutually Terminates Contract With COO ---------------------------------------------------- Innovate Corp. and Suzi Herbst, the Company's chief operating officer, have determined by mutual agreement that Ms. Herbst's employment would cease on or around Oct. 20, 2023, as disclosed in a Form 8-K filed by the Company with the Securities and Exchange Commission. Ms. Herbst's resignation is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company and Ms. Herbst entered into a Separation and Release Agreement dated Sept. 21, 2023. Pursuant to the Agreement, the Company will pay Ms. Herbst the severance payments and benefits described in and subject to the terms of the Company's previously disclosed Executive Severance Guidelines. About Innovate New York-based Innovate -- www.innovatecorp.com -- is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. The Company seeks to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. As of Dec. 31, 2021, the Company's three operating platforms or reportable segments, based on management's organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus its other segment, which includes businesses that do not meet the separately reportable segment thresholds. Innovate Corp. reported a net loss of $42 million in 2022, compared to a net loss of $236.2 million in 2021. As of Dec. 31, 2022, the Company had $1.15 billion in total assets, $1.18 billion in total liabilities, $61 million in total temporary equity, and a total stockholders' deficit of $90.6 million. * * * As reported by the TCR on May 17, 2023, S&P Global Ratings lowered its issuer credit rating on Innovate Corp. to 'CCC+' from 'B-'. S&P said, "We expect Innovate to maintain less than adequate liquidity over the next 12 months. This reflects our expectation that while the company has enough liquidity to continue operating for the next 12 months, we believe the cushion is very thin and could quickly erode." INSTANT BRANDS: Deadline to File Claims Set for October 13 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas set Oct. 13, 2023, at 4:00 p.m. (Prevailing Central Time) as the last date and time for persons and entities to file their proofs of claim against Instant Brands Acquisition Holding Inc. and its debtor-affiliates. The Court also set Dec. 11, 2023, at 4:00 p.m. (Prevailing Central Time) as the deadline for all governmental units to file their claims against the Debtors. Proofs of claim can only be filed prior to the applicable Bar Date in one of the following methods: (a) by completing an Electronic Proof of Claim through the Claims Portal (under the link entitled "File a Claim") on the Case Information Website (https://dm.epiq11.com/InstantBrands) maintained by the Claims Agent; (b) by electronic submission on the Court’s Public Access to Court Electronic Records ("PACER") platform, located at http://ecf.txsb.uscourts.gov;or (c) by delivering an original, signed Proof of Claim Form directly to the Claims Agent as follows: a) If by First-Class Mail: Instant Brands Acquisition Holdings Inc. Claims Processing Center c/o Epiq Corporate Restructuring, LLC P.O. Box 4419 Beaverton, OR 97076-4419 b) If by Hand Delivery or Overnight Mail: Instant Brands Acquisition Holdings Inc. Claims Processing Center c/o Epiq Corporate Restructuring, LLC 10300 SW Allen Blvd. Beaverton, OR 97005 If you have questions regarding this notice, please call (888) 290-5211 (Toll-Free, USA or Canada), +1 (503) 694-4156 (International), or visit https://dm.epiq11.com/InstantBrands. About Instant Brands Instant Brands designs, manufactures and markets a global portfolio of innovative and iconic consumer lifestyle brands: Instant, Pyrex, Corelle, Corningware, Snapware, Chicago Cutlery, ZOID and Visions. Instant Brands Acquisition Holdings Inc. and its affiliates, including Instant Brands LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90716) on June 12, 2023. Judge David R. Jones oversees the case. In addition, the Company commenced ancillary proceedings in Canada under the Companies' Creditors Arrangement Act (CCAA) seeking recognition of the U.S. Chapter 11 proceedings in Canada. In its Chapter 11 petition, Instant Brands disclosed up to $1 billion in both assets and liabilities. The Debtors tapped Davis Polk & Wardwell, LLP and Haynes and Boone, LLP as bankruptcy counsels; Stikeman Elliott, LLP as Canadian counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP as restructuring advisor. Adam Hollerbach, a partner and managing director at AlixPartners, serves as the Debtors' chief restructuring officer. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by James P. Muenker, Esq. INSULET CORP: Moody's Alters Outlook on 'B2' CFR to Positive ------------------------------------------------------------ Moody's Investors Service affirmed the ratings of Insulet Corporation including the Corporate Family Rating at B2, and Probability of Default Rating at B2-PD. At the same time, Moody's upgraded Insulet's ratings on the senior secured term loan and senior secured revolving credit facility to Ba2 from Ba3. There is no change to the Speculative Grade Liquidity ("SGL") Rating of SGL-1, signifying very good liquidity. The outlook, previously stable, was revised to positive. The revision of outlook to positive reflects Moody's expectation for continued strong earnings growth supported by the successful commercialization of Omnipod 5 - Insulet's most advanced insulin delivery device. Furthermore, Moody's expects Insulet to generate positive free cash flow in 2023. This, with abundant liquidity should help reduce the company's currently high leverage (6.2x in the last twelve months ended June 30, 2023) to below 5.0x within the next 12-18 months, absent a large debt-funded acquisition. The rating upgrade of the company's senior secured credit facilities to Ba2 from Ba3 reflect the loss absorption provided by the $800 million of 0.375% convertible notes maturing in 2026 (NR). RATINGS RATIONALE Insulet's B2 CFR reflects its strong competitive position in the fast-growing insulin management business due to the success of the Omnipod wearable delivery system. Omnipod represents a compelling choice for many patients with diabetes due to the avoidance of multiple daily injections. The company's latest product Omnipod 5 represents a technological advancement due to its integration with continuous glucose management (CGM) systems. Moody's anticipates that this will drive further Omnipod adoption for both Type I and Type II diabetes patients, fueling a continuation of rapid revenue growth with a meaningful enterprise valuation. These strengths are tempered by a single product-line focus but growing product diversity, which exposes Insulet to competitive risks and more general business execution risks. In addition, continued success over the long term will be dependent on ongoing R&D and innovation. In the absence of changes to the company's capital structure, Moody's expects debt/EBITDA will improve towards 5.0x, with a rapidly growing EBITDA as well as very high cash balances which provide significant financial flexibility. The positive outlook reflects Moody's expectation for continuing earnings growth supported by further strong uptake in Omnipod use and an improvement in leverage to below 5.0x over the next 12-18 months. The SGL-1 Speculative Grade Liquidity Rating reflects very good liquidity due to high cash and short term investments, which stood at roughly $645 million (excluding restricted cash) as of June 30, 2023. This is more than sufficient to cover anticipated cash uses including capital expenditures. Insulet's liquidity is supplemented by a $300 million revolving credit facility that matures in 2028 and has a springing leverage covenant set at 6.5x, if utilization exceeds 35%. There are no financial maintenance covenants in the company's convertible notes or term loan. The Ba2 rating on Insulet's senior secured credit facilities, three notches above the corporate family rating, reflects the substantial amount of existing unsecured debt in the capital structure. Insulet's CIS-3 indicates that ESG considerations have a limited impact on the current credit rating with potential for greater negative impact over time. This primarily reflects exposure to responsible production - notably to potential product safety litigation, recalls, and cyber risk. These social risk exposures are incorporated in the S-4 issuer profile score. Insulet has also exposure to environmental risks (E-3), including waste and pollution. Although the company has a strong track record with respect to compliance with environmental laws, the disposable, three-day nature of the Omnipod is likely to present a growing waste challenge over time. This may place more pressure on expansion of take-back and recycle programs, or otherwise face a potential shift in consumer preference towards systems with less waste. Insulet's G-3 issuer profile score incorporates aggressive financial policies as evidenced by Insulet's high leverage (over 6x) and an articulated leverage target of debt/EBITDA -5.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include continued growth in earnings, maintaining strong liquidity, and debt/EBITDA sustained below 5.0x. Factors that could lead to a downgrade include erosion in competitive position due to significant innovation advances by competitors, unforeseen manufacturing or supply chain disruptions, or a declining likelihood of generating sustainably positive free cash flow. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 6.0x. Headquartered in Acton, Massachusetts, Insulet Corporation is a leading provider of wearable insulin management systems. Insulet generated revenue of roughly $1.5 billion in the last twelve months ended June 30, 2023. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. INTEGRATED CARE: Nicole Nigrelli Named Subchapter V Trustee ----------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed Nicole Nigrelli, Esq., at Ciardi, Ciardi & Astin as Subchapter V trustee for Integrated Care Concepts and Consultation, LLC. Ms. Nigrelli will be paid an hourly fee of $400 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Nigrelli declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Nicole M. Nigrelli, Esq. Ciardi, Ciardi & Astin 1905 Spruce Street Philadelphia, PA 19103 Phone: (215) 557-3550 ext. 115 Email: nnigrelli@ciardilaw.com About Integrated Care Concepts and Consultation Integrated Care Concepts and Consultation, LLC offers mental health treatment for individuals, adolescents, children, couples, and families. The company is based in Eatontown, N.J. The Debtor filed Chapter 11 petition (Bankr. D. N.J. Case No. 23-17773) on Sept. 5, 2023, with $611,080 in total assets and $1,604,180 in total liabilities. Seth Arkush, managing partner, signed the petition. Donald F. Campbell, Jr., Esq., at Giordano, Halleran, Ciesla, P.C., represents the Debtor as legal counsel. IQPACK LLC: Seeks Cash Collateral Access ---------------------------------------- IQPack, LLC asks the U.S. Bankruptcy Court for the Southern District of Indiana, New Albany Division for authority to use cash collateral on an interim basis and provide adequate protection. The Debtor requires the use of cash collateral for working capital, general corporate purposes and administrative costs and expenses of the Debtor in the ordinary course of business. The Debtor's sole lender and secured creditor is Stock Yards Bank & Trust Co. based on a promissory note between the Debtor and the Bank dated March 29, 2023. The principal amount of the Note was originally $150,000 but was increased to $450,000. The obligations under the Note are secured by a security interest in the Debtor's inventory, accounts, equipment and general intangibles. The Bank may be entitled to adequate protection of its interest in the cash collateral, for any diminution in value of the cash collateral from the Debtor's use thereof. As adequate protection for the Debtor's use of cash collateral, the Debtor will grant the Bank a valid interest in the cash collateral as a replacement lien on and in all property, owned, acquired, or generated postpetition by the Debtor and its continued operations to the same extent and priority and of the same kind and nature the Bank had prior to the commencement of the Chapter 11 Case; provided, however, that (i) the Replacement Lien will only be granted to the Bank to the extent of the diminution in the value of its interests in the cash collateral, (ii) the Replacement Lien will not attach to Avoidance Actions or their proceeds, (iii) the Replacement Lien will be subordinate to the Carve-Out, and (iv) the Replacement Liens will be subject to any Superpriority Claim. The Debtor's right to use cash collateral will terminate upon (i) the entry of an order dismissing or converting the Chapter 11 Case to cases under Chapter 7 of the Bankruptcy Code, or (ii) determining that the Debtor is in default of its obligations under the Interim Cash Collateral Order or a future order authorizing the continued use of cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=LIAPeD from PacerMonitor.com. About IQPack LLC IQPack LLC is engaged in providing packaging & supply chain consulting and the sale of packaging products & automation. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-90911) on September 19, 2023. In the petition signed by Kenny A. Rohleder, as member/president, the Debtor disclosed $1.118 in assets and $2.4 million in liabilities. April A. Wimberg, Esq., at Dentons Bingham Greenebaum, represents the Debtor as legal counsel. JFL-TIGER ACQUISITION: S&P Assigns 'B' LT ICR, Outlook Stable ------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Heritage-Crystal Clean Inc. (HCCI) parent JFL-Tiger Acquisition Co. Inc. S&P assigned its 'B' issue-level ratings and '3' recovery ratings (rounded estimate: 55%) to the proposed senior secured credit facilities. The stable outlook reflects S&P's view that stable demand for environmental cleanup jobs and the company's recurring service work should allow it to generate appropriate credit measures such as an adjusted debt to EBITDA ratio of less than 7x. U.S.-based environmental services provider and used oil re-refiner Heritage-Crystal Clean Inc. (HCCI) is being taken private by an investment affiliate of financial sponsor J.F. Lehman & Co. Inc. Credit measures following the take-private transaction imply a solid cushion for the ratings. S&P said, "Given our base-case scenario regarding the earnings and cash flow generated from HCCI's higher-growth environmental services segment and slower-growth/contracting oil recycling unit, we see a capital structure consisting of a $600 million term loan and a substantial equity contribution as appropriate for the ratings. We expect HCCI to operate with an S&P Global Ratings-adjusted debt to EBITDA ratio either within or modestly outperforming the 4.5x-7x range and an EBITDA to interest coverage ratio in the 1.5x-2x range. We estimate HCCI's leverage ratio will be 4.4x by year-end, decreasing to 4x in 2024. We add $134 million in operating- and financial-lease liabilities to our adjusted debt balance. We also see its EBITDA to interest coverage ratio dipping to 2.7x in 2024, resulting from the additional interest expense associated with the new capital structure. The progression in credit measures depends on the environmental services unit expanding 5% while demonstrating good operational execution, but it appears the company will have sufficient cushion to execute its growth strategy at the ratings." A track record of more conservative credit measures and disciplined financial policies is key to rating upside. S&P said, "Although our base-case scenario portends HCCI's credit measures outpacing those indicative of the ratings during the next year, we also recognize that the company is moving from public ownership to financial sponsorship control. We view J.F. Lehman's financial policies as aggressive, and financial policies are important in our view of credit quality. If ownership and management make debt-funded acquisitions at high multiples to expand the business, this could deteriorate credit measures. At a higher rating, we would expect HCCI to keep leverage below 4.5x; more than one year would be important evidence in that determination." S&P sees the environmental services segment driving HCCI's performance in the near term. The company should generate mid- to high-single-digit percentage revenue growth in its environmental services segment through good demand and cross-selling opportunities. Parts cleaning, containerized waste, and wastewater vacuum services should all contribute to consistent growth while field services will have more dependence on one-off emergency response events. Growth from cross-selling is possible, as management estimates that a typical environmental services customer needs four of HCCI's six primary services but only uses 1.5 of them on average. PFAS remediation and battery recycling are new areas within the segment that the company can expand, though it will realize more meaningful results over the longer term. These markets depend on regulations being established and federal funds efficiently allocated to projects. Environmental providers will need to have technical expertise and service excellence to win share in these new arenas. S&P is not incorporating meaningful contribution from these opportunities in its base-case forecast, but management believes each could expand to contribute $30 million-$50 million of annual sales within the next five years. It estimates the PFAS-related leachate remediation market to be $5.5 billion and the battery recycling market to be $400 million. The oil collection and re-refining business has volatile results, but HCCI commands a solid position within it. HCCI's segment profitability in oil recycling dropped markedly in the first half of 2023, particularly in the second quarter. Gross profit of $75 million in the segment for the 12 months ended June 30, 2023, was 26% lower than it was on Dec. 31, 2022, with gross margins down seven percentage points to 32%. Results depend on the demand for re-refined base oil (which management cites as 50% less carbon intensive than virgin base oil) and base oil spreads. These, in turn, depend on miles driven and commodity price movements. Base oil price movements have been volatile in the past couple of years, and HCCI's oil recycling segment sales could contract this year if pricing remains weak in the back half. After averaging roughly $3 per gallon from 2006-2019, base oil prices spiked to $5.47 in the third quarter of 2022 following the onset of the Russia-Ukraine conflict. This contributed to HCCI's gross profit within its oil recycling segment increasing 31% in 2022 (at a 39% gross margin). The company expects the spread between base oil and feedstock costs to normalize to $2-$2.50 per gallon, which would imply a gross margin of 25% and still adequate in S&P's view. It expects that a relatively small reduction in base oil-feedstock spreads would compress segment margin . HCCI owns and operates its own re-refinery in Indianapolis. The facility is permitted to process up to 75 million gallons per year and provides vertical integration benefits. It produces roughly 3,500 barrels of Group II base oil per day, enough to make HCCI one of the largest producers domestically. Its 17% market share in oil recycling is well behind the 67% for industry leader Clean Harbors Inc., which operates eight re-refineries, but is well ahead of other industry participants including GFL Environmental Inc. (9%), unrated Universal Environmental Services LLC (7%), and others. HCCI lacks the disposal assets that larger competitors have, though this hasn't hurt its profitability. In contrast to Clean Harbors, HCCI does not own landfills or incinerators. Its larger competitor controls eight landfills and nine incinerators. This puts HCCI in somewhat of a dependent position, as it must try to pass on price increases in disposal costs to customers. While HCCI's relative lack of disposal assets may allow it to keep its capital spending as a percentage of sales at 4.5% instead of 6.5%, we view the absence of these scarce assets as a relative weakness, particularly in periods when such asset utilization is rising. So far, this has not been a burden. HCCI enjoyed adjusted EBITDA margins in the mid-20% area each of the last two years, which compares favorably to Clean Harbors' 19%-21% area. HCCI's customer base consists of smaller and midsize customers without as much bargaining power. This may be part of the reason for the company's profitability, though good service execution is likely also responsible. Hazardous waste services are a regulated industry, and HCCI has a portfolio of roughly 500 active permits to perform its services. S&P said, "The stable outlook on Heritage-Crystal Clean reflects our belief that good demand for its services and solid execution will allow the company to generate appropriate credit measures for the ratings, typified by an adjusted debt to EBITDA ratio of less than 7x. Though the company's oil collection and recycling segment results can be volatile, the recurring nature of its environmental services segment help balance that variability. By and large, environmental services firms in the U.S. are domestically oriented. Although our base-case scenario considers low GDP growth in the U.S. during the next couple of years, conditions remain favorable on-shore relative to more sluggish conditions overseas. We believe services such as parts cleaning, environmental remediation, containerized waste logistics, and wastewater management should continue to enjoy good demand. Good operational execution is likely to elicit solid operating performance over the next year. The outlook also reflects our assumption that financial sponsor owner J.F. Lehman will not take HCCI's leverage above the stated range during the next year." S&P may lower its ratings on HCCI within the next 12 months if: -- Business conditions in the specialized environmental services and oil collection/recycling sectors deteriorate such that EBITDA declines more than 10%, raising adjusted leverage above 7x or reducing EBITDA interest coverage to 1.5x; -- Large adverse changes in feedstock costs compress its base oil spreads and margins, significantly diminishing credit metrics; -- It undertakes aggressive financial policies (e.g., dividend payouts or an unexpectedly large debt-financed acquisition) that sustain adjusted leverage above 7x with no clear prospects of recovery; or -- Any combination of the above or other factors constrain liquidity. S&P may consider a modest upgrade after the next 12 months if there is evidence of: -- An adjusted leverage ratio below 4.5x on a sustained basis; -- A track record (i.e., more than one year) of conservative financial policies with a low risk of releveraging; and -- Reduced potential for earnings and cash flow volatility. JOHNSON SCOTT: Court OKs Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland authorized Johnson Scott Property Management, LLC to use cash collateral on an interim basis in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to maintain its business operations, maintain services for its tenants, and act in accordance with its duties as a debtor-in-possession before the Court. Numerous payments are required to be made by continuing through September. The debtor filed its petition for relief on August 23, 2023 while in dispute with the creditor Industrial Bank over an impending foreclosure sale to be held August 24, 2023. The subject real property identifies as 110 Sount Mount Street, Baltimore, Maryland 21223 is currently occupied and has rental income. The Debtor's existing pre-petition indebtedness is comprised of A) a first deed of trust for the benefit of the Secured Creditor, B) uncertain unsecured obligations to other creditors: A) Secured Financing. Secured Creditor holds a claim against the Debtor in the amount of approximately $130,000 which is secured by a first lien against the Property and Rents derived therefrom, and such other collateral as set forth in Secured Creditor's loan documents. B) Unsecured Obligations. In addition to the foregoing, there are potential unsecured claims against the Debtor existing as of the Petition Date for unpaid taxes. The amount of is unknown. in the approximate total amount of $6.9 million, the majority of which are insider liabilities. On January 8, 2020, the debtor and the creditor Lima One Capital, LLC entered an agreement whereby the debtor would execute and deliver a Commercial Promissory Note in the amount of $112,000, a Deed of Trust, an Assignment of Rents and various other loan documents. A hearing on the matter is set for October 18, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=VQsGss from PacerMonitor.com. About Johnson Scott Property Management Johnson Scott Property Management, LLC filed Chapter 11 petition (Bankr. D. Md. Case No. 23-15962) on Aug. 23, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Michelle M. Harner oversees the case. William C. Johnson, Jr., Esq., is the Debtor's bankruptcy counsel. JOHNSON'S ALL-SCAPES: Court OKs Cash Access on Final Basis ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized Johnson's All-Scapes, LLC to use cash collateral on a final basis in accordance with the budget, with a 10% variance, nunc pro tunc to June 2, 2023. The Debtor requires the use of cash collateral to fund the Debtor’s post-petition business operations. The Cash Collateral Creditors are IOU Central , Inc., Velocity Capital Group, Rocket Capital NY, LLC, Pearl Delta Funding LLC and Westwood Funding Solutions, LLC. The Cash Collateral Creditors, are granted, as additional assurance of adequate protection: a. replacement liens in post-petition assets acquired using the cash collateral to the same extent and priority as existed pre-petition; and, b. the Debtor's monthly interest-only payments as they are defined in the Motion, and the Debtor is authorized herein to make such payments. A copy of the order is available at https://urlcurt.com/u?l=mw5gfZ from PacerMonitor.com. About Johnson's All-scapes Johnson's All-scapes, LLC builds pools and patios and offers landscaping and fencing services. The company is based in Fruitland, Md. Johnson's All-scapes filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Md. Case No. 23-13911) on June 2, 2023, with $1 million to $10 million in both assets and liabilities. Thomas E. Johnson, Jr., managing member, signed the petition. Judge David E. Rice oversees the case. The Debtor tapped George R. Roles, Esq., at RLC Lawyers & Consultants, LLC as bankruptcy counsel and Tyler Accounting & Tax Services, LLC as accountant. KAI 786: Court OKs Cash Collateral Access Thru Oct 31 ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, authorized KAI 786, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor requires the immediate use of the cash collateral to fund operational and administrative expenses. Federal Home Loan Mortgage Corporation and San Antonio Water System assert an interest in the Debtor's cash collateral. The Congress chartered the Secured Lender to facilitate the nationwide secondary residential mortgage market. It also chartered the Secured Lender to facilitate the nationwide secondary residential mortgage market. The Debtor's Properties are encumbered by a Mortgage Deed of Trust, Assignment of Rents and Security Agreement and Fixture Filing to secure repayment of a Multifamily Note dated February 13, 2019, in the amount of $2.4 million by the Debtor in favor of the Secured Lender. Prior to the Petition Date, the Note and Deed of Trust, together with all other accompanying loan documents, was assigned to the Secured Lender. On June 12, 2023, the Secured Lender sent the Debtor a letter notifying the Debtor that the maturity date of the Note had been accelerated making all sums secured by the security instrument immediately due and payable as a consequence of the Debtor's default on the Note. The Debtor is directed to deposit all rent collections or any other funds received in connection with the Properties in the Segregated Account. The Debtor will continue to make monthly, regular payments to the Secured Lender in the amount of $24,050, or such other amount approved by the Secured Lender, on the first day of each month with funds from the Segregated Account; provided, however, that the Debtor may use proceeds from any draws authorized under the Interim DIP Order or any subsequent related order in the event funds in the Segregated Account are insufficient to make the monthly, regular payment to the Secured Lender. As adequate protection, the Secured Lender is granted valid, binding, enforceable, and unavoidable post-petition security interests co-extensive with the Secured Lender's prepetition liens, in all currently owned or hereafter acquired property and assets of the Debtor. As further partial adequate protection for the use by the Debtor of the Secured Lender's cash collateral, the Secured Lender is granted an allowed administrative expense under 11 U.S.C. Section 507(b) to the extent to any diminution in the value of the Secured Lender's interest in the cash collateral. The Debtor will continue to maintain insurance in accordance with the Loan Documents: (a) covering the Debtor's Properties required in the prepetition loan documents between the Debtor and the Secured Lender; and (b) naming the Secured Lender as the loss payee. The Debtor will deliver to the Secured Lender evidence of such insurance. These events constitute an "Event of Default": a. Seven business days following the Secured Creditors' delivery of a notice via e-email to Debtor's counsel (steve@hackerlawfirm.com)of a breach by the Debtor of any obligations under the Interim Order, which breach remains uncured at the end of such seven business-day notice period; b. Conversion of the Debtor's chapter 11 case to a case under chapter 7 of the Bankruptcy Code; c. The appointment of a chapter 11 trustee under the Bankruptcy Code; d. The entry of an order, other than a final cash collateral order, modifying, reversing, revoking, staying, rescinding, vacating, or amending the Order without the express prior written consent of the Secured Creditors (and no such consent will be implied from any action, inaction, course of conduct or acquiescence by the Secured Creditors); or e. The lifting of the automatic stay for any other party, other than the Secured Lender, foreclosing or otherwise seeking to enforce any lien or other right such other party may have in and to any property of the Debtor's estate upon which the Secured Lender holds or asserts a lien or security interest. A further hearing on the matter is set for November 1, 2023 at 9:30 a.m. A copy of the court's order is available at https://urlcurt.com/u?l=sZC6h5 from PacerMonitor.com. About Kai 786, LLC Kai 786, LLC owns three apartment complexes in San Antonio, TX valued at $3.76 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-51004) on July 31, 2023. In the petition signed by Saajedul Kaiyom, managing member, the Debtor disclosed $3,787,730 up to total assets and $2,375,156 in total liabilities. Judge Michael M. Parker oversees the case. Paul Steven Hacker, Esq., at Hacker Law Firm, PLLC, represents the Debtor as legal counsel. KDJJ ENTERPRISES: Tedd Burr Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 14 appointed Tedd Burr of Mac Restructuring Advisors, LLC as Subchapter V trustee for KDJJ Enterprises Inc. Mr. Burr will be paid an hourly fee of $425 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Burr declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Tedd Burr Mac Restructuring Advisors, LLC 10191 E. Shangri La Road Scottsdale, AZ 85260 Cell: (602) 418-2906 Email: Ted@MacRestructuring.com About KDJJ Enterprises KDJJ Enterprises, Inc. is categorized under Car Body Repairs and Car Body Painting. KDJJ Enterprises filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06269) on Sept. 8, 2023, with $1 million to $10 million in both assets and liabilities. David A. Ellis, president, signed the petition. Judge Scott H. Gan oversees the case. Jacob R. Goodman, Esq., at Goodman Law Practice PLC serves as the Debtor's bankruptcy counsel. KIRBY CONSTRUCTION: Files Emergency Bid to Use Cash Collateral -------------------------------------------------------------- Kirby Construction Group, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral on an emergency basis to operate its business in accordance with the proposed budget. The Debtor requires the use of cash collateral to pay operational and administrative expenses. First Electronic Bank and United States Small Business Administration may assert interest in the Debtor's cash collateral. First Electronic Bank asserts a claim against the Debtor in connection with a Master Revolving Credit Agreement with an effective date of on or about June 18, 2020 pursuant to which First Electronic Bank established a revolving credit facility in favor of the Debtor. The balance due as of September 19, 20023 is $42,049. SBA asserts a secured claim in the amount of $400,000. Payments of $2,002 are due every month beginning 24 months from the date of the note. As adequate protection, First Electronic and SBA will be granted a replacement lien on all property of the kind and in the same priority as their respective liens. These events constitute an "Event of Default": (i) the conversion or dismissal of the case; or (ii) the appointment of a trustee or an examiner with expanded powers in the case; and (iii) the Debtor's failure to comply with the Interim Order and the Final Order. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=Ui1czN from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $9,365 for September 2023; $11,497 for October 2023; $10,919 for November 2023; and $11,634 for December 2023. About Kirby Construction Group, LLC Kirby Construction Group, LLC provides restoration, renovation, and remodel of interior building finishes, predominantly focused on nonstructural residential interiors. Building finishes include dry wall, painting, flooring, set-up, cabinets, countertops, etc. The Debtor subcontracts the work out to third party subcontractors on a job-by-job basis. Andrew C. Kirby, Jr. is the Debtor's sole W-2 employee. The Debtor leases its office and warehouse location having an address of 5365 Dividend Drive, Suite F, Decatur, Georgia 30035. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58909) on September 13, 2023. In the petition signed by Andrew C. Kirby, Jr. manager, the Debtor disclosed up to $100,000 in assets and up to $1 million in liabilities. Paul Reece Marr GA, Esq., at Paul Reece Marr, PC, represents the Debtor as legal counsel. KRATON CORP: S&P Downgrades ICR to 'B' on Weak Second Half ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Kraton Corp. to 'B' from 'B+'. At the same time, S&P lowered the issue-level rating on Kraton's senior secured term loan to 'B+' from 'BB-'. The recovery rating is unchanged at '2' (rounded estimate: 75%). The negative outlook reflects potential for a delayed recovery relative to S&P's base case, which could result in weaker credit metrics than S&P anticipates. The downgrade reflects S&P's anticipation that Kraton's earnings will not recover in the second half of 2023 and might weaken further. Challenges due to weak demand and excess inventory build on first-half demand setbacks hurting prospects for 2023 earnings. These challenges are related to destocking and bad weather across Europe early in the year that hampered the roofing and paving season. Weak sales volume continues in the company's reporting segments from underlying demand softness across the housing, industrials, and consumer durables end markets. However, the second-half 2023 earnings weakness will also reflect higher raw material costs from the first half that are still working their way through inventory, combined with lower selling prices. S&P anticipates improved earnings and credit metrics in 2024. An important driver will be a decline in raw material prices in the second-half of 2023 that will start to reflect in EBITDA with a lag in 2024 mainly. Kraton's selling prices typically rise and fall in tandem with raw material prices fairly quickly. However, the company's inventory valuation, especially in a period of destocking by customers in 2023, has reflected older and higher value raw material costs, while selling prices have declined more quickly in line with declining raw material costs. S&P said, "In 2024 we believe lower current raw material prices will reflect in inventory valuation, while sales prices will be higher given our expectation for a rise in raw material costs. We anticipate that the ongoing lag in reflecting raw material costs in inventory valuation that hurt earnings in 2023 will reverse itself in 2024 resulting in a strengthening of EBITDA. . We also anticipate some improvement in underlying demand next year when we believe demand weakness caused by customer destocking will become less of a factor. Nonetheless, the company's earnings will always remain somewhat susceptible to future extraordinary rises and declines in raw material costs of the kind witnessed in the recent past." S&P now anticipates leverage will be higher at year-end 2023 than previously expected, about 10x for a brief period. On a weighted-average basis, considering the current year and next two years and in the absence of large, debt-funded acquisitions or shareholder returns, we project S&P Global Ratings-adjusted debt to EBITDA of 6.5x-7.5x and funds from operations (FFO) to debt of 7%-9%. S&P believes Kraton's EBITDA margins are in the middle of the range for chemical companies, earnings are susceptible to some volatility in commodity input costs, and seasonality in its polymer segment. The company remains somewhat exposed to potentially sharp fluctuations in raw material costs in the polymer segment--including butadiene, styrene, and isoprene and crude tall oil--and crude sulfate turpentine in the chemical segment. However, S&P expect Kraton to largely mitigate these impacts through price increases. Kraton's unique position as a leading producer in both hydrogenated and unhydrogenated styrene block copolymers and leading supplier of environmentally friendly pine-based specialty chemicals aid its ability to pass on costs. Furthermore, Kraton's other strengths include good geographic diversity of revenue and low customer concentration. S&P said, "The negative outlook reflects potential weakening of earnings and credit measures beyond what we consider in our base case. Our base case incorporates a challenging operating environment in 2023 that leads to elevated credit metrics over the next 12 months. Our base-case forecast does not consider any debt-funded acquisitions or further increases in debt through 2025. We anticipate core credit metrics will start recovering as demand improves in 2024. If that happens we expect S&P Global Ratings-adjusted EBITDA margins to recover toward the mid- to high-teens percentage area in the coming years as inflationary pressures come down." S&P could take a negative rating action on Kraton over the next 12 months if: -- Demand does not recover across its key end markets, particularly maintenance and repair and new housing. If so, it would likely weaken earnings and EBITDA further such that debt to EBITDA approaches 7x and FFO to debt falls below 6% for a sustained period; or -- S&P could lower the ratings if, against our expectations, the company undertakes more aggressive financial policies such as a large debt-funded acquisitions or shareholder rewards, which would further hurt credit measures; or -- S&P could lower the ratings if the company's liquidity gets tight because of negative free cash flow. S&P could take a positive rating action within the next 12 months if: -- S&P believes FFO to debt would approach 12% and debt to EBITDA remains well below 6.5x on a weighted-average basis. This could happen if earnings start to strengthen in 2024. In such a scenario, we would expect EBITDA margins to increase 100 basis points from our expectations; or -- The company reports earnings growth above S&P's projections and management remains committed to lowering leverage. LAKEVIEW ELECTRICAL: Seeks to Hire Impact CPA as Accountant ----------------------------------------------------------- Lakeview Electrical Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Impact CPA as accountant. The firm will assist in the preparation of tax returns and any related accounting matters that may arise during the course of the bankruptcy case. The firm will be paid $800 for the preparation of federal and state tax returns for 2022. The rate of $300 per month for accounting services. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Carey Smith, a partner at Impact CPA, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Carey Smith Impact CPA, LLC 600 Broad Street, Ste 204 Gadsden, AL 35901 Telephone: (256) 467-3526 About Lakeview Electrical Services Lakeview Electrical Services, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 23-40006) on Jan. 3, 2023, with up to $50,000 in both assets and liabilities. Judge James J. Robinson presides over the case. Tameria S. Driskill, Esq., at Williams Driskill Huffstutler King, LLC represents the Debtor as counsel. LEE & MAIN STREET: William Callahan Jr. Named Subchapter V Trustee ------------------------------------------------------------------ The Acting U.S. Trustee for Region 4 appointed William Callahan, Jr., Esq., at Gentry Locke as Subchapter V trustee for Lee & Main Street, LLC. Mr. Callahan will be paid an hourly fee of $450 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Callahan declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: William E. Callahan, Jr., Esq. Gentry Locke 10 Franklin Road, S.E., Suite 900 Roanoke, VA 24011 Phone: (540) 983-9309 Fax: (540) 983-9400 Email: callahan@gentrylocke.com About Lee & Main Street Lee & Main Street, LLC owns real property located at 201 S Main St. and 105 Lee St., Blacksburg, Va. The property consists of redevelopment townhouse lots and a building to be remodeled valued at $1.1 million in the aggregate. Lee & Main Street filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-70603) on Sept. 8, 2023, with $1,307,413 in assets and $1,877,184 in liabilities. Jonathan Butt, co-manager and member, signed the petition. Scot Farthing, Esq., at Farthing Legal, PC represents the Debtor as bankruptcy counsel. LEGACY-XSPIRE: Case Summary & 10 Unsecured Creditors ---------------------------------------------------- Debtor: Legacy-Xspire Holdings, LLC 5550 W Executive Dr. Ste. 230 Tampa, FL 33609 Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04251 Judge: Hon. Roberta A. Colton Debtor's Counsel: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Phone: (813) 229-7600 Email: sberman@shumaker.com Estimated Assets: $50 million to $100 million Estimated Liabilities: $10 million to $50 million The petition was signed by Greg Stokes as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NKAI62A/Legacy-Xspire_Holdings_LLC__flmbke-23-04251__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 10 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Copay Coupon Escrow $69,214 2. HealthEdge Invest Fund III $198,955 3. HealthEdge Invest Fund III $572,242 4. Plexus $10,435,916 4601 Six Forks Road, Suite 5 Raleigh, NC 27609 5. Plexus Fund IV-A, L.P. $158,278 4601 Six Forks Road, Suite 5 Raleigh, NC 27609 6. Plexus Fund IV-B, L.P. $67,833 4601 Six Forks Road, Suite 5 Raleigh, NC 27609 7. Plexus Fund IV-C, L.P. $75,370 4601 Six Forks Road, Suite 5 Raleigh, NC 27609 8. SovereingPharmaceuticals LLC $774,221 9. Valley National Bank $3,163,567 4790 140th Ave. North Clearwater, FL 33762 10. Valley National Bank $3,163,567 4790 140th Ave. North Clearwater, FL 33762 LUXURY AUTO: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------- Luxury Auto Carriers, Inc. asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral and provide adequate protection to JP Morgan Chase Bank, NA and the U.S. Small Business Administration. On an emergency basis, the Debtor will require an amount to use of at least $27,275 to pay its operating expenses over the next two months. The Debtor requires the use of cash collateral to fund ordinary business operations and necessary expenses in accordance with a cash budget. Prior to the Petition Date, Debtor obtained financing from Chase and the SBA which may be secured by substantially all of the accounts and receivables of the Debtor, including cash and cash equivalents. Chase and the SBA may assert security interests in the Debtor's cash and cash equivalents by virtue of UCC-1 Financing Statements filed with the State of Florida. The outstanding balance owed to Chase is approximately $5,800 and to the SBA is approximately $500,000, which amounts may be subject to dispute. To the extent there are any other holders of security interests which are inferior to the interests of Chase or the SBA, Debtor believes the Inferior Interests may be wholly unsecured due to the outstanding amounts owed to the senior secured lender with a superior interest in the Debtor's property, or due to disputes over the basis for such creditors' respective alleged security interests. As adequate protection for the use of cash collateral, Debtor proposes to grant the Secured Creditors a replacement lien on its post-petition cash collateral to the same extent, priority and validity as their pre-petition liens, to the extent its use of cash collateral results in a decrease in the value of the Secured Creditors' interest in the cash collateral. As demonstrated by the Budget, the Debtor will continue to operate on a positive cash flow basis during the interim six-week period. As such, all interests on cash collateral are adequately protected by replacement liens and the proposed adequate protection is fair and reasonable and sufficient to satisfy any diminution in value of the Secured Creditors' prepetition collateral. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=Q35Kv2 from PacerMonitor.com. The Debtor projects $56,820 in total cash available and $28,180 in total expenses for October 2023. About Luxury Auto Carriers Inc. Luxury Auto Carriers Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:23-bk-03803) on September 14, 2023. In the petition signed by Roberto J. Soto Serrano, shareholder, the Debtor disclosed up to $1 million in both assets and liabilities. Daniel A, Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. LW REALTY: Gerard Luckman Named Subchapter V Trustee ---------------------------------------------------- The U.S. Trustee for Region 2 appointed Gerard Luckman, Esq., at Forchelli Deegan Terrana, LLP, as Subchapter V trustee for LW Realty & Investors, Inc. Mr. Luckman will be paid an hourly fee of $650 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Luckman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gerard R. Luckman, Esq. Forchelli Deegan Terrana, LLP 333 Earle Ovington Blvd., Suite 1010 Uniondale, NY 11553 Tel: (516) 812-6291 Email: gluckman@ForchelliLaw.com About LW Realty LW Realty & Investors, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-43204) on Sept. 7, 2023, with $500,001 to $1 million in both assets and liabilities. The petition was filed pro se. Judge Elizabeth S. Stong oversees the case. MANCUSO MOTORSPORTS: Court OKs Cash Collateral Access Thru Dec 1 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Mancuso Motorsports, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 1, 2023. In return for the Debtor's continued interim use of cash collateral, these parties are granted adequate protection for their purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: Byline Bank Ryan Daube, as trustee of the Ryan Daube Trust DFK Direct Investments, LLC DFK Group, Inc. DFK Direct, LLC Francis Roti Ryan Daube and Rob Mancuso The Debtor will maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage. The Secured Parties are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens, with any valid liens attaching to the Collateral and its proceeds until further Order of Court. A further interim hearing on the matter is set for November 28 at 10 a.m. A copy of the Court's order is available at https://urlcurt.com/u?l=BuFS5I from PacerMonitor.com. About Mancuso Motorsports, Inc. Mancuso Motorsports, Inc. is a privately held company that provides automotive repair and maintenance services. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14513) on December 16, 2022. In the petition signed by Jackie Cahan, CFO and COO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, serves ascounsel to the Debtor. MEJJM INC: May Use Cash Collateral on Final Basis ------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, authorized MEJJM, Inc. to use cash collateral on a final basis in the amount of $11,207 in accordance with the budget, with a 10% variance. The Debtor represented that First Internet Bank (FIB), the U.S. Small Business Administration and certain Internet lenders, extended credit to the Debtor that is secured by a blanket lien on substantially all of its property. Only FIB appears to be partially secured. The Debtor represented that it is indebted to FIB in total approximately $1.9 million, plus accrued and unpaid interest and other charges as provided in the Loan Documents. The Debtor contends that FIB have valid and enforceable security interests and liens in all of the Debtor's assets. The Debtor's use of cash collateral will immediately terminate on the earlier to occur of: (a) the date on which any creditor provides, via facsimile, e-mail or overnight mail, written notice to the Debtor or the Debtor's counsel, of the occurrence of an Event of Default, and the expiration of a five business day cure period; or (b) such later date as the Court may Order. As adequate protection, FIB will be granted replacement liens in the cash collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in the cash collateral on the Petition Date. The Adequate Protection Liens will be valid and fully perfected without any further action by any party and without the execution or the recordation of any control agreements, financing statements, security agreements, or other documents. The Adequate Protection Liens will secure obligations to the Secured Creditors to the extent that Debtor's use of the cash collateral diminishes the amount of the Collateral held as of the Petition Date. In addition, the Debtor will make regularly scheduled payments to FIB. FIB will have an allowed superpriority administrative expense pursuant to 11 U.S.C. Sections 503(b), 507(a), and 507(b) in the aggregate amount of any post-petition diminution in value of the cash collateral. These events constitute an Event of Default: (i) a trustee or examiner is appointed in the Chapter 11 case other than the Subchapter V trustee; (ii) the Debtor's Chapter 11 case is converted to a Chapter 7 case or dismissed; (iii) the Debtor fails to comply with any term of the Order, including but not limited to its payment obligations and compliance with the Budget; (iv) the Debtor makes any payment not set forth in the Budget; (v) the Debtor fails to comply with any of the adequate protection or reporting obligations set forth therein. A copy of the order is available at https://urlcurt.com/u?l=lWYqoi from PacerMonitor.com. About MEJJM, Inc. MEJJM, Inc. employs 6 people and subcontracts with 2 others to run a business that designs, imports and sells stationery, greeting cards and holiday cards into the retail space via its wholesale business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-03538) on August 14, 2023. In the petition signed by Michael Smith, president, the Debtor disclosed $1,502,094 in assets and $2,887,831 in liabilities. Judge Jeffrey J. Graham oversees the case. KC Cohen, Esq., at KC COHEN, LAWYER, PC, represents the Debtor as legal counsel. MEP INFRASTRUCTURE: Court OKs Cash Collateral Access Thru Oct 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized MEP Infrastructure Solutions, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through October 31, 2023. As adequate protection to the U.S. Small Business Association; BlueVine Inc.; Byz Funder NY LLC; NewCo Capital Group VI LLC; CloudFund LLC; and Rocket Capital NY LLC, for the use of their Collateral or cash collateral, the Lien Claimants are granted and post-petition replacement liens, to the extent and with the same priority as held pre-petition, in and to the cash collateral and all post-petition property of the Debtor of the same type or kind substantially equivalent to the pre-petition Collateral. A further hearing on the matter is set for October 16 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=8dkZmi from PacerMonitor.com. The Debtor projects $414,154 in total income and $400,707 in total expenses. About MEP Infrastructure MEP Infrastructure Solutions, Inc. is a Chicago-based company that provides architectural, engineering and related services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-08505) on June 28, 2023, with $1 million to $10 million in assets and liabilities. Santos A. Torres, president, signed the petition. Judge A. Benjamin Goldgar oversees the case. Paul M. Bauch, Esq., at Bauch & Michaels, LLC is the Debtor's counsel. METROPLEX RECOVERY: Frances Smith Named Subchapter V Trustee ------------------------------------------------------------ The U.S. Trustee for Region 6 appointed Frances Smith, Esq., at Ross, Smith & Binford, PC, as Subchapter V trustee for Metroplex Recovery, LLC. Ms. Smith will be paid an hourly fee of $450 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Smith declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Frances A. Smith, Esq. Ross, Smith & Binford, PC 700 N. Pearl Street, Ste. 1610 Dallas, TX 75201 Phone: 214-593-4976 Fax: 214-377-9409 Email: frances.smith@rsbfirm.com About Metroplex Recovery Metroplex Recovery, LLC is a locally owned company that provides automotive locksmith services in in Fort Worth, Texas. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Texas Case No. 23-42712) on Sept. 7, 2023, with $843,533 in assets and $2,425,928 in liabilities. Adrian Torres, managing member, signed the petition. Judge Mark X. Mullin oversees the case. Lee Law Firm represents the Debtor as bankruptcy counsel. MILE HI TRANSPORTATION: Joli Lofstedt Named Subchapter V Trustee ---------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Joli Lofstedt, Esq., as Subchapter V trustee for Mile Hi Transportation, LLC. Ms. Lofstedt, a practicing attorney in Louisville, Colo., will be paid an hourly fee of $350 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Lofstedt declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joli A. Lofstedt, Esq. P.O. Box 270561 Louisville, CO 80027 Phone: (303) 476-6915 Fax: (303) 604-2964 Email: joli@jaltrustee.com About Mile Hi Transportation Mile Hi Transportation, LLC, a company in Littleton, Colo., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No. 23-14054) on Sept. 8, 2023, with up to $1 million in assets and up to $10 million in liabilities. Jesse Trujillo, managing member, signed the petition. Judge Thomas B. Mcnamara oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. MILES B. MARSHALL: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Miles B. Marshall, Inc. 11 Maple Avenue Hamilton, NY 13346 Business Description: Miles B. Marshall is a financial and rental service provider. Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Northern District of New York Case No.: 23-60723 Debtor's Counsel: Fred Stevens, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street 17th Floor New York, NY 10036 Phone: (212) 972-3000 Email: fstevens@klestadt.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Fred Stevens as Chapter 11 Trustee of Estate of M. Burton Marshall. 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/HVE4V2I/Miles_B_Marshall_Inc__nynbke-23-60723__0001.0.pdf?mcid=tGE4TAMA MINSHEW BROTHERS: Court OKs Cash Collateral Access on Final Basis ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California authorized Minshew Brothers Steel Construction, Inc. to use cash collateral on a final basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay Cash expenses identified in the Budget. As previously reported by the Troubled Company Reporter, the Debtor's business generated between $12.2 million-$16 million in sales. In 2020, the Debtor continued to be profitable and had sales of approximately $16.5 million. In 2021, due to the Covid-19 pandemic, although demand did not decrease, the cost of steel as a raw material increased by approximately 40% thus making the Debtor's existing construction contracts not profitable, resulting in total reduced sales of approximately $9.915 million and a net operating loss of approximately $6,million. In 2022, Debtor was able to adjust its new construction contracts to the 10 increased cost of steel, but was unable to meet its debt and tax obligations resulting in the Internal Revenue Service levying the Debtor's bank accounts. The entities with interest in the cash collateral are the Internal Revenue Service, Penske Truck Leasing Co., Konica with Interest in Cash Minolta; Fox Capital Group LLC, National Funding, Suncoast Collateral: Post-Tension, CA Department of Tax and Fee Administration, Employment Development Department, Velocity Capital Group, Forward Financial LLC, and Ford Motor Credit. To provide the Secured Creditors adequate protection, the Secured Creditors are granted a full replacement lien to the extent of any diminution in value of collateral as a result of the Debtor's use of cash collateral. The replacement lien would be on all post-petition assets in the same prior and to the same extent and validity as the Secured Creditors asserted their pre-petition security interests. A copy of the order is available at https://urlcurt.com/u?l=7Cj2Zl from PacerMonitor.com. About Minshew Brothers Steel Construction Minshew Brothers Steel Construction, Inc. is a steel construction company in California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No. 23-02343) on August 8, 2023. In the petition signed by Brian Johnson, chief financial officer, the Debtor disclosed $2,338,022 in assets and $7,335,511 in liabilities. Judge Margaret M. Mann oversees the case. Michael Jay Berger, Esq., at LAW OFFICES OF MICHAEL JAY BERGER, represents the Debtor as legal counsel. MONTROSE HOUSTON: Files Emergency Bid to Use Cash Collateral ------------------------------------------------------------ Montrose Houston Multifamily TX II, LLC asks the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, for authority to use cash collateral and provide adequate protection. The Debtor requires the use of cash collateral to pay its necessary expenses of its business in the ordinary course. The creditors that purport to hold liens or security interests in inventory and accounts are Project Funders, LLC, Heritage Partners, and Harris County. The Debtor is in the process of reconstructing and remodeling the Apartment Complex. The Apartment Complex is well located. The Apartment Complex has ongoing renovations and the employees are working on the reconstruction and remodeling. No payments are contemplated to be made to insiders. The cash collateral is anticipated to be used for the employees' payroll. The payroll is for time periods after the filing of the case. The Debtor proposes to adequately protect the interests of the Lenders in the collateral in a number of ways. The Debtor proposes to grant the Lenders post-petition replacement liens in the same assets of the Debtor that such entity had prior to the filing of the chapter 11 bankruptcy case. A copy of the motion is available at https://urlcurt.com/u?l=8vzryX from PacerMonitor.com. About Montrose Houston Multifamily TX II, LLC Montrose Houston Multifamily TX II, LLC is the owner of an apartment complex in the Montrose area of Houston located at 1648 West Alabama, Houston, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33418) on September 1, 2023. In the petition signed by Christopher Saul Bran, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Jeffrey P Norman oversees the case. Reese Baker, Esq., at Baker & Associates, represent the Debtor as legal counsel. MOUNT JOY BAPTIST: Case Summary & 10 Unsecured Creditors -------------------------------------------------------- Debtor: Mount Joy Baptist Church of Washington, D.C. 5410 Indian Head Highway Oxon Hill MD 20745 Business Description: The Debtor is a tax-exempt religious organization. Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court District of Maryland Case No.: 23-16853 Debtor's Counsel: John D. Burns, Esq. THE BURNS LAW FIRM, LLC 6305 Ivy Land, Ste 340 Greenbelt MD 20770 Tel: 301-441-8780 Email: jburns@burnsbankruptcyfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rev. Bruce Mitchell as pastor/CEO. A copy of the Debtor's list of 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YN4PLLQ/Mount_Joy_Baptist_Church_of_Washington__mdbke-23-16853__0001.2.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YHXZWWQ/Mount_Joy_Baptist_Church_of_Washington__mdbke-23-16853__0001.0.pdf?mcid=tGE4TAMA MOXI ENTERPRISES: Wins Cash Collateral Access Thru Oct 5 -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized Moxi Enterprises, LLC, f/d/b/a Moxi Holdings Group, LLC to use cash collateral on an interim basis pending a further hearing set for October 4, 2023 at 10:30 a.m. The Debtor is permitted to use cash collateral to fund its operating expenses and the costs of administering the Chapter 11 case in accordance with the budget, with a 10% variance. The Debtor's primary secured creditor is Bank of Tampa in connection with a line of credit with a principal balance of $2.5 million. The Debtor and its affiliates, Prius Healthcare USA, LLC and Comfort Care Holdings, LLC, are the borrowers of the LOC and the amount that is attributable to the Debtor is approximately $302,844. BOT filed a UCC financing statement asserting a security interest in, among other things, all inventory, equipment, accounts and accounts receivable. The Debtor's principals, Regis Farrell, Kevin Farrell and Richard Sorrento, Jr., all personally guaranteed the indebtedness owed to BOT. BOT also holds a $167,791 second secured claim in connection with a term loan. BOT filed a UCC financing statement asserting a security interest in, among other things, all inventory, equipment, accounts and accounts receivable. As of the Petition Date, the Debtor's cash on hand and accounts receivable totaled approximately $206,381. As adequate protection with respect to BOT's interests in the cash collateral, BOT is granted a replacement lien in and upon all of the categories and types of collateral in which they held a security interest and lien as of the Petition Date to the same extent, validity and priority that they held as of the Petition Date. The Debtor will maintain insurance coverage for the collateral in accordance with the obligations under the loan and security documents. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=BvR2dx from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $47,529 for June 2023; $44,186 for July 2023; $38,580 for August 2023; $45,872 for September 2023; and $41,986 for September 2023. About Moxi Enterprises, LLC Moxi Enterprises, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02420) on June 12, 2023. In the petition signed by Kevin P Farrell, CEO, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Caryl E. Delano oversees the case. Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel and Burns, LLP, represents the Debtor as legal counsel. MP PPH: Court OKs Cash Collateral Access Thru March 31 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Columbia authorized MP PPH LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through March 31, 2024. The Debtor requires the immediate use of cash collateral to maintain its business operations, maintain services for its tenants, and act in accordance with its duties as a debtor-in-possession before the Court. The Debtor owns a 100 percent fee simple interest in a 674-unit Low Income Tax Credit and market rate multifamily apartment complex located in the 2300 block of Good Hope Road SE known as "Marbury Plaza". Arbor Realty Sr, Inc. holds a claim against the Debtor in the amount of approximately $55 million which is secured by a first lien against the Property and Rents derived therefrom, and such other collateral as set forth in Secured Creditor's loan documents. As adequate protection for the use and/or diminution of the interests of the Secured Creditor in the Cash Collateral, the Secured Creditor will receive monthly payments equal to the Secured Creditor's monthly interest at the non-default rate pursuant to the floating rate of interest provided for in the Loan Documents, in satisfaction of 11 U.S.C. 362(d)(3)(B). A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Y0okrM from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $623,000 for September 2023; $623,000 for October 2023; $623,000 for November 2023; and $623,000 for December 2023. About MP PPH LLC MP PPH LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. D.C. Case No. 23-00246-ELG) on August 31, 2023. In the petition signed by Michael A. Abreu, vice president of operations, the Debtor disclosed up to $500,000 in assets and up to $100 million in liabilities. Judge Elizabeth L. Gunn oversees the case. Marc E. Albert, Esq., at Stinson LLP, represents the Debtor as legal counsel. MRS. BUSY BEE: Court OKs Cash Collateral Access Thru Sept 27 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Texas, Orlando Division, authorized Mrs. Busy Bee Air Conditioning and Heating, LLC to use cash collateral on an interim basis in accordance with the budget, through September 27, 2023. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget; and (c) such additional amounts as may be expressly approved in writing by Creditor within 48 hours of the Debtor's request. Flash Funding LLC, as secured creditor, EBF Holding, LLC, d/b/a Everest Business Funding; Maison Capital Group, Inc.; and Ram Payment LLC d/b/a Reliant Account Management, the inferior interests, will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with Secured Creditor and the Inferior Interests. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=NPEU3j from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $20,850 for September 2023; $19,250 for October 2023; and $17,750 for November 2023. About Mrs. Busy Bee Air Conditioning and Heating Mrs. Busy Bee Air Conditioning and Heating, LLC provides residential and commercial HVAC services in Orlando, Fla., and the surrounding areas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02139) on May 31, 2023, with up to $100,000 in assets and up to $500,000 in liabilities. Esther M. De La Torre, managing member, signed the petition. Judge Tiffay P. Geyer oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, is the Debtor's legal counsel. MY MORTGAGE AUCTION: Chapter 15 Case Summary -------------------------------------------- Chapter 15 Debtor: My Mortgage Auction Corp dba Shop Your Own Mortgage 102-645 Tyee Road Victoria, BC BC V9A 6X5 British of Columbia Business Description: MMAC is a Canadian company registered as a mortgage broker with the British Columbia Financial Services Authority. MMAC was in the business of acting as a mortgage broker. It operated through a website -- www.syomortgage.com -- which represented that it was an independent mortgage marketplace focused on sourcing mortgages for consumers looking to purchase residential properties. Beginning as early as 2018 or 2019, MMAC branched out from simply acting as a mortgage broker and began borrowing from investors for the purported purpose of funding bridge loans to real estate developers needing short-term financing. Chapter 15 Petition Date: September 20, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-11934 Foreign Proceeding: Receivership Proceeding - Supreme Court of British Columbia (Court File No. VLC- S-S-233210; Bankruptcy Proceeding - City of Victoria, British Columbia (Court No. S233210) Foreign Representative: PricewaterhouseCoopers Inc., receiver and trustee 250 Howe Street, Suite 1400 Vancouver BC V6C 3S7 British Columbia Signed by: Neil Bunker Foreign Representative's Counsel: Amir Gamliel, Esq. PERKINS COIE LLP 1888 Century Park East, Suite 1700 Los Angeles CA 90067-1721 Tel: 310-788-9900 Email: agamliel@perkinscoie.com Estimated Assets: Unknown Estimated Debt: Unknown A full-text copy of the Chapter 15 is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QZZE5BY/My_Mortgage_Auction_Corp__cacbke-23-11934__0001.0.pdf?mcid=tGE4TAMA NB COMMONS: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Washington authorized NB Commons, LLC to use the cash collateral of Greyhawk SSOF Ruckus Lender, LLC on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to preserve, maintain and operate its property that produces cash collateral in the form of monthly rent payments; timely and fully pay its property management team, utilities, taxes, and other operating expenses so as to permit it to continue its ordinary course operations and to maintain its ongoing business for the benefit of its estate and creditors. Pursuant to (i) the Promissory Note, dated as of October 14, 2020, executed by the Debtor, as borrower and (ii) the Loan Agreement, dated as of October 14, 2020, by and between the Debtor, as borrower, and U.S. Real Estate Credit Holdings III-A, LP, as lender, the Prepetition Secured Party agreed to make a loan in the aggregate principal amount of $40.950 million to the Debtor. As of the Petition Date, the Debtor was indebted to the Prepetition Secured Party pursuant to the Loan Documents in the aggregate amount of not less than $42.5 million plus additional amounts allowable under or in connection with the Loan Documents. As adequate protection, Greyhawk is granted valid, binding, continuing, enforceable, fully-perfected, first-priority senior replacement security interests in and liens on the Prepetition Collateral and all tangible and intangible post-petition property of the same type and classification as the Prepetition Collateral. The Adequate Protection Liens will be valid, binding and enforceable against any trustee or other estate representative appointed in any case, upon the conversion of the Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code and/or upon the dismissal of the Chapter 11 Case or Successor Case. Authorization to use cash collateral will automatically terminate without further order from the Court on the earlier of (x) October 13, 2023, unless extended by agreement of the Debtor and Prepetition Secured Party, or order of the Court and (y) if an Event of Default occurs and remains uncured for more than seven business days following the delivery to counsel to the Debtor and the filing with the Court of written notice declaring that the Debtor’s right to use cash collateral has been terminated by the Prepetition Secured Party. The events constitute an "Event of Default" include: (a) The failure by the Debtor to perform or comply in any material respect with any term or provision of the Interim Order; (b) The conversion to a chapter 7 case or dismissal of the Chapter 11 Case without the consent of the Prepetition Secured Party; and (c) The entry of an order reversing, staying, vacating, or otherwise modifying in any material respect this Interim Order without the consent of the Prepetition Secured Party, unless such order provides otherwise. A final hearing on the matter is set for October 18, 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=zrBESZ from PacerMonitor.com. The Debtor projects $367,000 in total income and $274,788 in total expenses for September 2023. About NB Commons, LLC NB Commons, LLC dba The Ruckus Student Living is a housing community in Pullman with an outdoor pool and indoor pool and spa that are open 24/7. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash. Case No. 23-01053) on August 23, 2023. Judge Frederick P. Corbit oversees the case. John D. Munding, Esq., at Munding, P.S. represents the Debtor as legal counsel. NEO ACCOUNTING: Court OKs Cash Collateral Access Thru Oct 26 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Ohio in Akron, authorized NEO Accounting & Tax Services, LLC to continue using cash collateral on an interim basis through October 26, 2023, to the extent set forth in the Third Interim Order as amended thereby, and pursuant to the budget. As previously reported by the Troubled Company Reporter, Prior to the commencement of the Debtor's Chapter 11 case, the U.S. Small Business Association and KeyBank National Association made loans and advances to the Debtor, pursuant to the terms of several loan agreements and promissory notes, with a total approximate balance at the time of the bankruptcy filing of: -- $1,945,700 to the SBA under an EIDL Loan; and -- $1,796,916 to KeyBank under a Term Loan and $250,000 under a Line of Credit. The Debtor has stated that it desires to pursue a financial restructuring in cooperation with the Lenders and the Debtor believes the best method to effectuate the financial restructuring is by means of chapter 11 proceedings. The Debtor was permitted to use cash collateral, pursuant to the terms and provisions of the Interim Order and pursuant to 11 U.S.C. Section 363(c)(2)(B) and the budget; provided however, (i) draws to the Debtors' owner in the amount of $10,000 per month without increase during the term of the Interim Order; and (ii) nothing will be deemed to authorize the payment of any amounts in satisfaction of bonus or severance obligations, or which are subject to 11 U.S.C. Section 503(c). As adequate protection, the Lenders were granted: (i) valid, binding, enforceable and perfected postpetition replacement liens in the same validity, order of priority and extent (if any) as the Lenders' prepetition security interests in all of the Debtor's assets, including, but not limited to, raw materials, work-in-process, inventory, accounts receivable, and cash, excluding Avoidance Actions; and (ii) the Adequate Protection Payments. The Adequate Protection Liens will secure an amount of the Prepetition Indebtedness equal to the aggregate amount of cash collateral expended during the Interim Period. A further hearing on the matter is set for October 24, 2023 at 2:15 p.m. A copy of the order is available at https://urlcurt.com/u?l=Zza9ur from PacerMonitor.com. The Debtor projects total expenses, on a monthly basis, as follows: $25,063 for September 2023; $27,976 for October 2023; $25,526 for November 2023; and $50,063 for December 2023. About NEO Accounting & Tax Services LLC NEO Accounting & Tax Services LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Lead Case No. 23-50868) on June 27, 2023. In the petition signed by Brett J. Mangon, managing member, the Neo disclosed $1,255,817 in total assets and $4,188,118 in total liabilities. Judge Alan M. Koschik oversees the case. Anthony J. DeGirolamo, Esq., at Anthony J. DeGirolamo, Attorney at Law, represents the Debtor as legal counsel. NOBLE HOUSE: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Noble House Home Furnishings, LLC and its affiliates. The committee members are: 1. DEV Property NJ LLC c/o EQT Exeter Brian Fogarty, Chief Financial Officer Five Radnor Corporate Center 100 Matsonford Road, Suite 250 Radnor, PA 19087 Email: brian.forgarty@eqtexeter.com Counsel: Samuel H. Becker B. Nelson Sproat Blank Rome One Logan Square 130 North 18th Street Philadelphia, PA 19103 Tel: (215) 569-5500 Email: samuel.becker@blankrome.com Email: nelson.sproat@blankrome.com 2. Ha Thanh Import-Export Company Limited Le Thi Phuong Thao, Vice Director 108 Ly Thai To Street Quang Trung Ward Quy Nhon City Binh Dinh Province Vietnam Tel: (84) 901805777 Email: Lethao1851@gmail.com Email: Nguyenhoang.tinhoa@gmail.com Email: thanhlethiha@gmail.com Counsel: Steven Balasiano Balasiano & Associates, PLLC 670 Bay Parkway, 3rd Floor Brooklyn, NY 11204 Tel: (341) 905-5669 Email: steven@balasianolaw.com 3. Jiang Su Chairone Home Furniture Co., Ltd. Goushan Wu, General Manager No. 333 Xuhai Road Zhongxing Town Siyang County, Suqian City Jiangsu 223700 China Tel: (86) 138-0176-8850 Email: gm-wgs@chairone.net 4. FedEx Corporate Services, Inc. Michael A. Siedband, Lead Counsel Federal Express Corporation 3620 Hacks Cross Road, Bldg B Memphis, TN 38125 Tel: (901) 434-3228 Email: michael.siedband@fedex.com 5. Phu Tai Joint Stock Company Nguyen Sy Hoe, Director Phuoc Thanh Commune Tuy Phuoc District Binh Dinh Province Vietman Tel: (84) 02563577056 Email: Quyenhuyhptb.tl@gmail.com Email: nguyensyhoe@gmail.com Email: victoryb@dng.vnn.vn Counsel: Steven Balasiano Balasiano & Associates, PLLC 670 Bay Parkway, 3rd Floor Brooklyn, NY 11204 Tel: (341) 905-5669 Email: steven@balasianolaw.com 6. Wegsman Furniture Industries SDN BHD Koh Ru Ching, Financial Controller Law Eng Hwa, Director, HR/Admin Lot PTD 3504 Jalan Bakri Batu 7 ½ Muar, Johor 84200 Malaysia Tel: +606-9867897 Email: collin@wegmansfurniture.com 7. Eco Tech Co., Ltd. Hoang Quy Thach Lot A5-A6, Phuoc An Industrial Zone Tuy Phuoc District Binh Dinh Province Vietnam Tel: (84) 903550074 Email: ecotech@thachhoang.com Email: ytrinh@eco-tech.vn Email: vyle@eco-tech.vn 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 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 their 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. Texas Lead Case No. 23-90773) on Sept. 11, 2023. In the petition signed by Gayla Bella, chief financial officer, Noble House disclosed $100 million to $500 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtors tapped Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Lincoln Partners Advisors, LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims and noticing agent. Wells Fargo Bank, as DIP Lender, is represented by Marshall Stoddard, Jr., Esq., at Morgan, Lewis & Bockius, LLP. NOTTINGHAM ACADEMY: Court OKs Cash Collateral Access Thru Oct 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized West Nottingham Academy in Cecil County to use cash collateral on an interim basis in accordance with the budget, through October 31, 2023. As previously reported by the Troubled Company Reporter, the Debtor is currently obligated to First National Bank pursuant to a term loan dated January 4, 2011, in the original principal amount of $5 million, and a line of credit in the original principal amount of $1 million. The Term Loan appears to be secured by a first-priority Deed of Trust, Assignment and Security Agreement dated January 4, 2011, and recorded among the land records of Cecil County, Maryland, at Liber 2960, Folio 119. The Line of Credit appears to be secured by a second priority lien on the Real Property. On January 23, 2022, FNB also filed a UCC-1 Financing Statement with the Maryland State Department of Assessments and Taxation, asserting a first-priority lien on and against, substantially all personal property of the Debtor. In addition, on October 19, 2022, the Debtor and FNB entered into a Agreement Regarding Loans which provided, in part, the Debtor could use the Escrow Account funds to make its monthly principal and interest payments as due on the Term Loan for the months of September 2022 through August 2023, with the drafted monthly payments being repaid to FNB on or before August 31, 2024. The Debtor seeks to use the Escrow Account for certain identified purposes in the Cash Collateral Motion. The Court ruled the Debtor will use the cash collateral in the Escrow Account to make monthly payments to FNB in the amount of $23,658 on account of the Term Loan and $7,096 on account of the Line of Credit. The court ruled that the Debtor will continue to use the cash collateral in the Escrow Account to make monthly payments to FNB in the amount of $23,658 on account of the Term Loan and $7,096 on account of the Line of Credit, provided, however, that any and all payments made by the Debtor under this Fifth Interim Order and under the prior Interim Orders are subject to further Order of the Court and potential reallocation, refund, or replenishment depending on the outcome of the Final Hearing. The Debtor's payments to FNB under the Fifth Interim Order and the terms and conditions set forth in the First, Second, Third, and Fourth Interim Orders will constitute adequate protection of FNB's interest in its collateral pending the outcome of the Final Hearing. A copy of the order is available at https://urlcurt.com/u?l=h9rb6g from PacerMonitor.com. About The West Nottingham Academy in Cecil County The West Nottingham Academy in Cecil County is a college preparatory boarding and day school for grades 9-12 and postgraduates. West Nottingham offers a wide variety of athletic programs, competitive and non-competitive clubs, visual, and performing arts. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-13830) on May 31, 2023. In the petition signed by Jim Shone, trustee, the Debtor disclosed $2,212,793 in assets and $7,238,821 in liabilities. Judge Michelle M. Harner oversees the case. Matthew Abbott, Esq., at Wolff and Orenstein LLC, represents the Debtor as legal counsel. OFF LEASE ONLY: 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 Off Lease Only, LLC and its affiliates. The committee members are: 1. Spirit Realty, L.P. Attn: Kayode Ola 2727 N. Harwood Street, Suite 300 Dallas, TX 90071 Phone: 972-476-1974 Email: kola@spiritrealty.com 2. Dent Wizard International LLC Attn: Bryan Wynn 4710 Earth City Expressway Bridgeton, MO 63044 Phone: 847-875-2740 Fax: 314-592-1933 Email: bryan.wynn@dentwizard.com 3. Norman & Company, Inc./Classic Attn: Jennifer Holcomb 13401 McCormick Drive Tampa, FL 33626 Phone: 813-855-8300 Email: jennifer@classictrak.com 4. Ocean Detailing USA Mgmt. Attn: Russell Grande 3112 Jupiter Park Circle, Unit #4 Jupiter, FL 33458 Phone: 786-251-5802 Email: Russell@oceandetail.com 5. Out Front Media LLC Attn: Lancey Baskett 130 Clinton Road, Lobby B Fairfield, NJ 07004 Phone: 973-439-8636 Email: Lancey.Baskett@outfront.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 Off Lease Only 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. OMEGA TWIN: Hires Debt Doctors of Missouri LLC as Counsel --------------------------------------------------------- Omega Twin River Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Debt Doctors of Missouri, LLC as counsel. The firm will provide these services: a. give Debtor legal counsel with respect to its duties as Debtor-in-Possession in the continued management of its affairs; b. attend meetings and negotiate with representative of creditors, the Office of the United States Trustee, and other parties in interest; c. prepare on behalf of Debtor as Debtor-In-Possession all necessary petitions, orders, reports and other pleadings and legal papers; and d. perform legal services for Debtor as Debtor-in-Possession which may be necessary in connection with Debtor's proposed plan of reorganization in the pending Chapter 11 proceedings. The firm will be paid at these rates: Ted L. Tinsman $350 per hour Attorney's Assistant $150 per ho0ur The firm received a retainer in the amount of $5,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ted L. Tinsman, Esq., a partner at Debt Doctors of Missouri, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ted L. Tinsman, Esq. DEBT DOCTORS OF MISSOURI, LLC 3337 E Ridgeview St. Springfield, MO 65804 Tel: (417) 466-3328 Email: ted@debtdoctorslaw.com About Omega Twin River Holdings LLC Omega Twin River Holdings, LLC in Neosho, MO, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Mo. Case No. 23-30263) on August 25, 2023, listing as much as $1 million to $10 million in both assets and liabilities. David K. Papen as managing member, signed the petition. DEBT DOCTORS OF MISSOURI, LLC serve as the Debtor's legal counsel. OPTION 3 VENTURES: October 3 Public Sale Auction Set ---------------------------------------------------- Centripetal Networks LLC ("secured party") will be conducting a public auction on Oct. 3, 2023, at 9:00 a.m. (Eastern Daylight Time) via web-based video conferencing and telephonic conferencing program selected by the Secured Party of all of the assets of Option 3 Ventures LLC. The Debtor is currently in default under a total return swap. As of Sept. 18, 2023, the outstanding balance owing to the Secured Party, plus interest and fees accrued thereon, was about $611,665.69 plus additional expenses in connection with the sale. The successful bidder will be required to pay the successful bid price in immediately available funds at the conclusion of the public auction. The Secured Party will consider bids for all or part of the collateral auctioned. Auction will take place "with reserve" Secured Party reserves the right to credit bid for the collateral at auction. The sale will be subject to all terms and conditions set forth in the bidding procedures all prospective bidders must register and certify as "accredited investors". For further information, including a copy of the bidding procedures, contact: +1 571 257 1575; Email: info-03@mail.com. PACIFIC GREEN: Richard Fraser-Smith Quits as CFO; Replacement Named ------------------------------------------------------------------- Effective Sept. 20, 2023, Richard Fraser-Smith retired from the role of chief financial officer of Pacific Green Technologies Inc. James Tindal-Robertson was appointed as new CFO. Pacific Green said Mr. Fraser-Smith's resignation did not result from any disagreement with the Company regarding its policies, practices, or otherwise. Mr. Tindal-Robertson is a British chartered accountant, having qualified with KPMG in London in 2001 and brings to the Company a wealth of financial management experience gained from over 20 years in infrastructure and energy businesses. From April 2020, he was Group Finance Director of VivoPower International plc, a NASDAQ listed sustainable energy solutions business and Group Controller from August 2017 to March 2020. About Pacific Green Technologies Pacific Green Technologies, Inc. is focused on addressing the world's need for cleaner and more sustainable energy. The Company offers Battery Energy Storage Systems and Concentrated Solar Power energy solutions to compliment its marine environmental technologies division. Pacific Green reported a net loss of $11.80 million for the year ended March 31, 2023, a net loss of $10.75 million for the year ended March 31, 2022, compared to a net loss of $1.81 million for the year ended March 31, 2021, and a net loss of $10.38 million for the year ended March 31, 2020. PEACE EQUIPMENT: Wins Cash Collateral Access Thru Oct 13 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, McAllen Division, authorized Peace Equipment LLC to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through October 13, 2023. Specifically, the Debtor is authorized to use cash collateral to meet the ordinary cash needs of the Debtor (and for such other purposes as may be approved in writing by the Secured Lenders) for the payment of: a. reasonable and necessary operating expenses incurred in the ordinary course of business; b. maintenance and preservation of property of the estate; c. payroll; and d. payment of expenses associated with this Chapter 11 case, including United States Trustee's fees, Subchapter V Trustee's fees and professional fees and expenses incurred in the administration of the bankruptcy case. Commercial Credit Group, Corporate Service Corp., Pathward Financial, Inc. f/k/a Crestmark TPG, LLC, CT Corporate System, Mulligan Funding (Corporate Service Corp.), Northeast Bank, Vox Funding (Corporate Service Corp), TBK, Paccar Financial, TransLease, Inc., Balboa Capital and BMO Harris Bank, N.A. have UCC-1 financing statements filed against the Debtor. As of the Petition Date, the Debtor owed funds to the Secured Lenders for various loans. The Debtor is directed pay to each of these adequate protection payments: a. TBK Bank, SSB The Debtor will pay to TBK Bank, FSB on or before September 29, 2023, the amount of $4,750 relative to one 2021 Kenworth W990 tractor, one 2021 Kenworth T680 tractor, two 2021 Utility Refrigerated Trailers with Carrier Units and three 2022 Utility Refrigerated Trailers with Carrier Units. b. Commercial Credit Group The Debtor will pay to Commercial Credit Group the amount of $7,595 on or before September 29, 2023, for one 2018 Utility VS2RA refrigerated trailer with Carrier unit; three 2019 Utility VS2RA refrigerated trailers with Carrier units; one 2020 Utility refrigerated trailer with Carrier unit; one 2022 Utility Refrigerated Trailer with Carrier unit; one 2017 Kenworth T660 sleeper tractor; three2019 Kenworth T680 sleeper tractors; one 2020 Kenworth T680 sleeper tractor; and one 2019 Kenworth W900 sleeper tractor. c. Paccar Financial The Debtor will pay to Paccar Financial the amount of $3,495 on or before July 31, 2023, for one Kenworth 2020 T680 tractor, one 2021 Kenworth W990 tractor and for one 2023 Kenworth T680 tractor. d. TransLease The Debtor will pay to TransLease the amount of $1,170 on or before July 31, 2023 for one 2022 Kenworth T680 tractor. e. Acentium The Debtor will pay to Acentium the amount of $3,075 on or before August 31, 2023 for three 2022 Kenworth T680 tractors and one 2022 Kenworth W900. f. Sumitomo Mitsui Financial Leasing The Debtor will pay to Sumitomo Mitsui Financial Leasing the amount of $1,470 on or before September 29, 2023 for one 2023 Kenworth T680 tractor. g. BMO Harris Bank The Debtor will pay to BMO Harris Bank the amount of $1,875 on or before September 29, 2023 for one 2020 Kenworth T680 tractor and two 2020 Utility trailers. h. Balboa Capital Corporation The Debtor will pay to Balboa Capital Corporation the amount of $1,470 on or before October 3, 2023 for one 2023 Kenworth T680 tractor. The Secured Lenders are granted postpetition liens against the same types of property of the Debtor, to the same validity, extent and priority, as existed as of the Petition Date, wherever located, effective nunc pro tunc as of the Petition Date. The liens will be deemed for all purposes to have been properly perfected, without filing, as of the Petition Date. These events constitute an "Event of Default": (i) The Debtor violates or fails to timely satisfy, post-petition, any term or condition of the Agreed Order; (ii) A Chapter 11 trustee or examiner is appointed without the consent of any Secured Creditor (except for the subpart V trustee); (iii) The Debtor sells or encumbers any item of property subject to the Secured Creditors liens (including, without limitation, the cash collateral), without the prior written consent of such Secured Creditors or court authorization, except for those accounts receivable sold to Phoenix; (iv) The Debtor's Chapter 11 proceeding is converted to a Chapter 7 proceeding or dismissed; or (v) Insurance required under the loan agreements is allowed to lapse by the Debtor, or is otherwise terminated. To the extent that the Replacement Liens previously provided to the Secured Lenders under the First Interim Cash Collateral Order and Second Interim Order or hereunder prove inadequate to protect the Secured Lenders from a demonstrated diminution in the value of its collateral from the Petition Date, then the Secured Lenders are granted an administrative expense claim under Code section 503(b) with priority in payment under Code section 507(b) save and except payments for the subpart V Trustee and fees for counsel of the Debtor. A further hearing on the matter is set for October 13, 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=vi1x68 from PacerMonitor.com. The Debtor projects $447,500 in total revenue and $420,834 in total expenses for 30 days. About Peace Equipment, LLC Peace Equipment, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-70098) on May 24, 2023. In the petition signed by Alejandro G. Mascorro, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez oversees the case. Reese W. Baker, Esq., at Baker and Associates, represents the Debtor as legal counsel. PG MOTORS: Wins Interim Cash Collateral Access ---------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, authorized PG Motors, LLC to use cash collateral on an interim basis, retroactive to January 9, 2023. The Debtor is permitted to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the Subchapter V Trustee fees; (b) current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item provided that such variances may not, in the aggregate, exceed 5% of the monthly amount budgeted; and (c) additional amounts as may be expressly approved in writing by the Secured Creditors. As adequate protection, secured creditors will have perfected post-petition liens against cash collateral to the same extent and with the same validity and priority as their pre-petition liens, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The liens and security interests granted thereunder will not be limited or affected by the termination of the Debtor's authorization to use cash collateral. As interim adequate protection, the Debtor will pay to Primalend Capital Partners, LP, a Texas Limited Partnership, and Good Floor Loans, LLC, a Texas Limited Liability Company $15,000 for the month of March 2023 and payable on the 1st day of each month thereafter. The Debtor is also directed to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditors and as required under the Bankruptcy Code and Bankruptcy Rules. A copy of the order is available at https://urlcurt.com/u?l=crOpUi from PacerMonitor.com. About PG Motors, LLC PG Motors, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-05081) on December 24, 2022. In the petition signed by Kirk E. Grell, president/managing member, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Roberta A. Colton oversees the case. Buddy D. Ford, Esq., at Buddy D. Ford, PA, is the Debtor's legal counsel. PHAT RIDES: Seeks to Hire Sacks Tierney PA as Counsel ----------------------------------------------------- Phat Rides, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Sacks Tierney, PA as counsel. The firm will assist the Debtor in all matters associated with the Debtor's Chapter 11 bankruptcy proceeding and represent the Debtor in all hearings before the Bankruptcy Court and will negotiate and resolve all issues related to the Debtor's Chapter 11 proceeding. The firm will be paid at these rates: Partners $385 to $600 per hour Associates $300 to $375 per hour Paralegals $205 to $230 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. Private Clients RAI, LLC, an entity controlled by the principal of the Debtor, Timothy Moran, provided an advance deposit on September 1, 2023, to the firm in the amount of $25,000. Philip Rudd, Esq., a partner at Sacks Tierney, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Philip R. Rudd, Esq. Wesley D. Ray, Esq. SACKS TIERNEY P.A. 4250 N Drinkwater Blvd., 4th Floor Scottsdale, AZ 85251-3693 Tel: (480) 425-2600 Email: Philip.Rudd@SacksTierney.com Wesley.Ray@SacksTierney.com About Phat Rides, Inc. Phat Rides, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. 23-06121) on Sept. 1, 2023, with $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Paul Sala oversees the case. Philip R. Rudd, Esq., at Sacks Tierney P.A. represents the Debtor as legal counsel. PHILLIPS SEABROOK: Seeks Cash Collateral Access ----------------------------------------------- Phillips, Seabrook & Wilson, LLC asks the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, for authority to use cash collateral in accordance with the budget, with a 10% variance. The Debtor requires immediate use of the cash collateral on an interim basis for the actual operation of its business and for payment of ordinary expenses incurred on a daily or otherwise regular basis. Socotra REIT I LLC asserts an interest in the Debtor's cash collateral. The Socotra Loan for $2.8 million made by Debtor on October 14, 2020 is guaranteed by Lynette Wilson-Phillips, M.D., and Decatur Pediatric Group, P.A., a pediatric medical practice owned on the Petition Date by Dr. Wilson-Phillips, a member of PSW. The Socotra Loan is a secured interest perfected by the recording of a Deed to Secured Debt, Assignment of Leases and Rents, Fixture Filings and Security Agreement recorded in DeKalb County, Georgia on October 16, 2020. The interest rate is 10.99% and the loan purportedly matured on May 1, 2022, at which time PSW was required to make a balloon payment of any unpaid principal, interest, fees and costs. The loan required interest-only monthly payments of $26,197.31 beginning December 1, 2020. Out of the loan proceeds, Socotra held $157,184 as an Interest Reserve. Socotra used the Interest Reserve to pay one-half of each of the monthly interest-only payments, beginning with the first payment due and extending through and including the payment due November 1, 2021. Upon exhaustion of the Interest Reserve, PSW was required to begin to tender the entirety of each of the monthly interest-only payments to Socotra. Also out of the Loan proceeds, Socotra held $25,000 as Collateral Reserve to be used to pay interest payments and to maintain and improve the property. The Interest Reserve and the Collateral Reserve are part of the loan principal bearing interest. A copy of the motion is available at https://urlcurt.com/u?l=P8BnWy from PacerMonitor.com. About Phillips Seabrook & Wilson Phillips, Seabrook & Wilson, LLC, a company in Lithonia Ga., filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 22-60626) on Dec. 30, 2022, with $1 million to $10 million in both assets and liabilities. Todd E. Hennings, Esq., at Macey, Wilensky & Hennings, LLP has been appointed as Subchapter V trustee. Judge Barbara Ellis-Monro oversees the case. The Debtor tapped Howard D. Rothbloom, Esq., at The Rothbloom Law Firm as bankruptcy counsel; Dame Law, P.C. as special counsel; and Kelly Coughlin, CPA, at EveryDay CPA, Inc. as accountant. PLATINUM BEAUTY: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Georgia, Macon Division, authorized Platinum Beauty Bar and Spa, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor proposes to use cash collateral to fund critical operations. The Debtor asserts that it is allegedly a borrower on a loan with Citizens Bank, which asserts a security interest in certain of the Debtor's personal property. To provide adequate protection for the Debtor's use of cash collateral, the Lender is granted a valid and properly perfected post-petition lien on all property acquired by the Debtor after the Petition Date that is the same or similar nature, kind, or character as the Lender's respective pre-petition collateral, except that no such replacement lien will attach to the proceeds of any avoidance actions under Chapter 5 of the Bankruptcy Code. The Adequate Protection Lien will be deemed automatically valid and perfected upon entry of the Order. A final hearing on the matter is set for October 2, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=8OlWX1 from PacerMonitor.com. Citizens Bank, as lender, is represented by: John A. Thomson, Jr., Esq. Adams and Reese LLP 3424 Peachtree Road, NE Monarch Tower, Suite 1600 Atlanta, Georgia 30326 Tel: (470) 427-3701 Fax: (404) 500-5975 Email: john.thomson@arlaw.com About Platinum Beauty Bar and Spa, LLC Platinum Beauty Bar and Spa, LLC is a full-service spa in Conyers, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Ga. Case No. 23-51222) on September 1, 2023. In the petition signed by Rebecca Davis, sole member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Austin E. Carter oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. PRECIPIO INC: Takes Final Step Towards Regaining Nasdaq Compliance ------------------------------------------------------------------ Precipio, Inc. announced that it has implemented a 1-for-20 reverse stock split of outstanding shares of the Company's common stock in order to regain compliance with the Nasdaq minimum bid price requirement of $1.00. The Company's stockholders previously approved the proposal to authorize the Board of Directors of the Company to, in its discretion, amend the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio of between 1-for-2 and 1-for-30 at any time prior to the one-year anniversary of the date on which such proposal was approved by the Company's stockholders, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of the Company's stockholders. On Sept. 13, 2023, the Company's Board approved a reverse stock split of the Company's Common Stock at a ratio of 1-for-20. Effective as of at 5:00 p.m., Eastern Time on Sept. 21, 2023, the Company effected the Reverse Stock Split. As a result of the Reverse Stock Split, every twenty shares of issued and outstanding Common Stock will be automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. The Reverse Stock Split will reduce the number of shares of Common Stock issued and outstanding from 27,562,298 to 1,378,095. No fractional shares will be issued as a result of the Reverse Stock Split. Any fractional shares that would have resulted will be settled in cash equal to the product of (i) the closing price of the Common Stock as reported on The Nasdaq Capital Market as of Sept. 21, 2023, multiplied by (ii) the number of shares of Common Stock held by the stockholder immediately prior to Sept. 21, 2023 that would otherwise have been exchanged for such fractional shares. The Common Stock issued pursuant to the Reverse Stock Split remains fully paid and non-assessable. The Reverse Stock Split did not affect the number of authorized shares of common stock or the par value of the Common Stock. Stockholders holding their shares in book-entry form or in "street name" (through a broker, bank or other holder of record) will not be required to take any action. The trading symbol for the Common Stock will remain "PRPO." Following the Reverse Stock Split, the CUSIP for the Company's Common Stock will be 74019L602. The Reverse Stock Split will also affect the Company's outstanding stock options, warrants and other exercisable or convertible instruments and will result in the shares underlying such instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. "I understand the disappointment many of our shareholders feel, and the negative sentiment attached to the reverse stock split. I urge you to look at our company performance as measured by revenues, margins and cash, and you will see a good story developing," said Ilan Danieli, CEO. About Precipio Omaha, Nebraska-based Precipio, Inc., formerly known as Transgenomic, Inc. -- http://www.precipiodx.com-- is a healthcare solutions company focused on cancer diagnostics. Its business mission is to address the pervasive problem of cancer misdiagnoses by developing solutions to mitigate the root causes of this problem in the form of diagnostic products, reagents and services. Precipio reported a net loss of $12.18 million in 2022, a net loss of $8.52 million in 2021. As of Dec. 31, 2022, the Company had $21.50 million in total assets, $5.14 million in total liabilities, and $16.37 million in total stockholders' equity. New Haven, CT-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company 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. PREMIER MEDICAL: Court OKs Cash Collateral Access Thru Oct 9 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Premier Medical, Inc. and Firstox Laboratories, LLC to use cash collateral on an interim basis for an additional two weeks through and including October 9, 2023. As previously reported by the Troubled Company Reporter, Regency Finance LLC contended it holds three secured loans to Premier and two non-debtor entities, Diversified Property Ventures, LLC and Diversified Properties 2, LLC pursuant to which Regency asserts it holds a security interest in substantially all of Premier's personal property. Regency contended that, as of July 26, 2023, the indebtedness due under the Notes was approximately $20.3 million. Regency further contended that the Regency Loans are secured by mortgages and assignment of rents on two parcels of real property owned by the Non-Debtor Borrowers, as well as a perfected security interest in all personal property of Premier. According to the documents provided by Regency, both the mortgages on the real property and the UCC-1 financing statements governing the collateral were filed on November 15, 2021. The mortgages state that they secure all obligations due under the Loan and Security Agreement up to $40 million, including all of the Regency Loans. Post-petition, in early August 2023, Regency foreclosed on the real property located at 315 Tanner Way, Greenville, South Carolina owned by one of the Non-Debtor Borrowers and that was collateral for the Regency Loans. The foreclosure reduced the indebtedness due under the Regency Loans in the amount of approximately $14.5 million. Therefore, as of the filing of the Motion, the maximum indebtedness due under the Regency Loans is approximately $5.8 million. The remaining parcel of real property that is collateral for the Regency Loans is owned by non-debtor Diversified Properties 2, LLC, and is located at 6000 Pelham Road, Greenville South Carolina. Premier believes that this property is worth at least between $6 million and $7 million. Certain other creditors may also assert a security interest and lien in Premier's accounts and accounts receivable that are subordinate and junior to the lien of Regency. According to Premier's records, the Junior Lienholders may include, without limitation, the following parties that may assert an interest in Premier's cash collateral: a. Cloudfund LLC; b. Legacy Capital 26, LLC; c. Radla Capital LLC; and d. Vox Funding SPV1, LLC. The court ruled that Regency is granted replacement security interests in and liens upon all assets of Premier and its estate except for causes of action arising under Chapter 5 of the Bankruptcy Code subject to any liens then existing to the same extent, validity and priority of such liens as of the Petition Date. The Replacement Liens are subject to the Carve Out amount. In addition to the Replacement Liens, Regency will be entitled to an allowed superpriority administrative expense claim under 11 U.S.C. sections 503 and 507 to the extent that the adequate protection provided herein proves inadequate to cover any Diminution in Value of the collateral. Subject to and subordinate to the Carve Out, the Adequate Protection Superpriority Claim will have priority over all administrative expense claims and unsecured claims against Premier now existing or hereafter arising. There will be a carve-out for U.S. Trustee fees and other fees or costs of court that are not subject to any of the Adequate Protection Super Priority Claims granted, or any other protections granted to Regency under the Order. Specifically, the Carve-Out will mean an amount equal to the sum of the following: (a) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. section 1930(a) plus interest pursuant to 31 U.S.C. section 3717; and (b) any other costs of court. The final hearing on the matter is set for October 3, 2023 at 5 p.m. A copy of the order is available at https://urlcurt.com/u?l=jz7qX9 from PacerMonitor.com. About Premier Medical, Inc. Premier Medical, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. N.D. Tex. Case No. 23-42096) on July 20, 2023. In the petition signed by John Michael Cataldi, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joshua N. Eppich, Esq., at Bonds Ellis Eppich Schafer Jones LLP, represents the Debtor as legal counsel. PROJECT BOOST: Fitch Affirms LongTerm IDR at 'B', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Project Boost Purchaser, LLC and its parent Boost Parent, LP (d/b/a J.D. Power) at 'B'. The Rating Outlook is Stable. Fitch has also affirmed the company's first-lien senior secured revolver and term loans at 'BB-'/'RR2' and assigned a first-time rating of 'BB-'/'RR2' to the incremental term loan. J.D. Power will use the proceeds of the incremental debt for the acquisition of Autovista, announced Sept. 12. This will temporarily negatively affect the credit profile, increasing leverage and reducing coverage, but the key metrics remain within Fitch's sensitivities. Fitch views the acquisition positively in terms of overall strategy and the increased scale, although interest coverage is expected to be low while higher interest rates persist. J.D. Power has valuable data sets and strong customer relationships, and the acquisition of Autovista should make some of the relationships even stronger. The company's strong fundamentals limit credit default risk compared with other issuers in Fitch's 'B-' to 'B' coverage universe. KEY RATING DRIVERS Focus on M&A: The acquisition of Autovista makes sense from a strategic perspective, especially the complementary geographic expansion and the resulting scale. Autovista also has complementary data sets that should strengthen the company's data & analytics offering. Fitch expects J.D. Power will continue to prioritize its cash for M&A in the future, with a focus on higher margin data and analytics capabilities. The company has aggressively used its balance sheet to consolidate industry players since the 2019 merger of J.D. Power and Autodata Solutions Group, Inc. The rapid pace of acquisitions in recent years enabled the company to meaningfully increase its scale but presents credit risk given the high leverage profile and integration risks. High Leverage: High leverage and the associated interest burden with higher interest rates are limiting factors for the IDR and will likely persist. The company finished 2022 with Fitch-calculated leverage just below 7.0x, down from 8.0x at the end of 2021. Pro forma for the acquisition, leverage should be below 7.0x at the end of 2023, and it could improve in 2024 as a result of EBITDA growth. The highly recurring business model with significant cash flow predictability provides credit protection. However, Fitch believes leverage will remain high due to additional M&A and/or cash distributions to shareholders. The credit agreement includes significant flexibility to increase leverage, with relatively lenient maintenance covenants. Liquidity, Maturity Risk Limited: Fitch views liquidity and maturity risk as limited in the medium term despite continued macro concerns. Even in a stressed scenario, Fitch believes J.D. Power could generate EBITDA of $300 million or higher per year. Higher interest expense will reduce FCF, but the company should have sufficient headroom. It also has a $80 million secured revolver that provides additional flexibility. Maturity risk is also limited given its current debt structure was put in place in 2019 with the merger, and its nearest term loan maturity is 2026. Increased Scale: Fitch views increased scale and diversification into new data and analytics solutions as positive for the rating. The combined company should exceed $800 million of revenue in 2023 on a pro forma basis. Fitch believes J.D. Power's increased scale could help strengthen its overall competitive position. The transaction also reduces customer concentration risk. Critical, Industry-Embedded Data Sets: Fitch believes J.D. Power's data sets are critical to its customers' workflows and are difficult to replicate. This is evidenced by more than 75% of its customers having tenure of 10 or more years and net customer revenue retention that has been above 100%. Its products are highly embedded in the decision-making processes, with multiple customer touch points across the value chain. J.D. Power's offerings outside of auto to industries such as financial services, and utilities are less entrenched but provide some diversification. Recurring Revenue Business Model: Subscription-based revenue constitutes the majority of the mix, and this will increase with the acquisition of Autovista. This provides significant visibility and stability to FCF generation. A meaningful portion of customers operate under annual or multiyear contracts, and net revenue retention has been high historically and more than 100%. The company also has limited working capital and capex requirements, which translates to strong FCF conversion metrics that Fitch projects could be near 40% or more of EBITDA in the coming years. Concentrated Exposure to Cyclical Market: The business is heavily reliant on the auto industry, constituting more than 75% of revenue including manufacturers (Ford Motor Company, General Motors Company, and others), dealers and suppliers. J.D. Power experienced a roughly 13% revenue decline during the 2008-2009 recession, and adjusted EBITDA margin contracted as well. This is an ongoing risk, albeit somewhat mitigated by increased scale. DERIVATION SUMMARY Fitch's IDR reflects J.D. Power's position as a market leader in data and analytics solutions for the automotive industry, with strong market share and high brand awareness among industry participants. The company has a growing top-line largely composed of recurring revenues, strong EBITDA margins in the mid-40% range and a solid FCF generation profile. Each of these attributes positions it well versus other data/analytics companies Fitch reviews. These factors are partially offset by the lack of end-market diversification (a majority of its business is exposed to auto), cyclicality inherent in the auto industry, customer concentration and high financial leverage. Gross leverage near 7.0x has improved due to the company's strong recent results. Leverage and lack of diversification are key limiting factors that Fitch believes position the IDR in the 'B' rating category. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for The Issuer: - Organic revenue growth for the core sectors ranging from 5% to 7% for the next several years; - Fitch assumes stable margins over the next several years; - FCF remains relatively strong over the rating horizon; - Fitch has not modelled additional M&A, but believes the company will allocate the majority of its excess cash flow to incremental acquisitions. Recovery Assumptions For entities rated 'B+' and below, where default is closer and recovery prospects are more meaningful to investors, Fitch undertakes a tailored, or bespoke, analysis of recovery upon default for each issuance. The resulting debt instrument rating includes a Recovery Rating or published 'RR' (graded from 'RR1' to 'RR6') and is notched from the IDR accordingly. In this analysis, there are three steps: (i) estimating the distressed enterprise value (EV); (ii) estimating creditor claims; and (iii) distribution of value. Fitch assumes J.D. Power would emerge from a default scenario under the going concern approach versus liquidation. Key assumptions used in the recovery analysis are as follows: Fitch envisions a hypothetical situation including missteps following an acquisition that results in the loss of several large clients as well as the revenue associated with the recently acquired firm. A stressed scenario assumes that the newly acquired operations in Europe falter, the sponsor takes a special dividend, and several large OEM clients leave. This results in dramatic drop in EBITDA at a time with limited liquidity, forcing the company to negotiate with its creditors. - Fitch estimates going concern EBITDA of $275 million, which is almost 29% below pro forma 2023E EBITDA including recent acquisitions; - Fitch assumes an 8.0x multiple, which is in-line with the agency's assessment of historical trading multiples in the data & analytics industry, sector M&A, and historic bankruptcy emergence multiples Fitch has observed in the technology, media and telecom (TMT) sectors. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Leverage sustained at or below 6.0x; - (CFO-capex)/debt above 7.5% on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch could downgrade the IDR if leverage is expected to remain above 7.5x for a sustained period; - Interest coverage sustained below 2.0x; - Adverse operating performance, material changes to industry dynamics and/or the loss of a key customer that meaningfully alters the overall operating profile. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: J.D. Power has sufficient liquidity to navigate its business even through a moderate downturn. The pace of M&A will likely be a determining factor in the level of liquidity over time. There was approximately $200 million of cash on the balance sheet at the end of 2022. The company will use some cash in the transaction, but should end 2023 with $120 million to $130 million of cash. Liquidity is further supported by a first-lien, senior secured $80 million, undrawn revolver. Fitch estimates FCF could exceed $150 million in 2024 and potentially exceed $200 million in 2025. Debt Profile: The company's debt structure consists of a mix of first-lien secured term loans ($1.6 billion prior to the transaction, $2.1 billion after the transaction) and second-lien term loans ($415 million, or 16% of debt). The company also has an $80 million first-lien secured revolver in place that is undrawn. All of its debt is floating rate and matures in 2026-2027. ISSUER PROFILE J.D. Power is a market leader in data and analytics solutions for the automotive industry, with high market share and brand awareness among industry participants. It is privately owned by Thoma Bravo. ESG CONSIDERATIONS Boost Parent, LP has an ESG Relevance Score of '4' for Governance Structure due to private equity ownership, 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 ----------- ------ -------- ----- Boost Parent, LP LT IDR B Affirmed B Project Boost Purchaser, LLC LT IDR B Affirmed B senior secured LT BB- New Rating RR2 senior secured LT BB- Affirmed RR2 BB- PROJECT EVEREST: Fitch Lowers LongTerm IDR to 'B', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Project Everest Ultimate Parent, LLC and its wholly-owned subsidiary, Apttus Corporation (collectively, Conga) to 'B' from 'B+'. Fitch has also downgraded Apttus' first lien secured term loan and secured revolver to 'BB-'/'RR2' from 'BB'/'RR2'. The Rating Outlook is Stable. Conga's 'B' rating is supported by recurring sales with high retention and strong cash generative qualities. The IDR also reflects the company's higher quality customer base, with the majority of sales coming from larger enterprises. As a private equity owned entity, financial leverage is likely to remain elevated as shareholders prioritize ROE optimization rather than debt reduction. Fitch expects Conga to delever modestly, primarily through EBITDA growth, and to maintain a level of leverage that is consistent with 'B' rated software peers. KEY RATING DRIVERS Drivers for Downgrade: The rating downgrade reflects elevated leverage and negative FCF in FY23. Other considerations include low (and negative) CFO less capex to debt, which is not expected to be over 5% until FY26, and the company will need to reduce operating expenses as a percentage of revenues to achieve that. When Conga was rated 'B+', Fitch had stated that negative rating action could occur if leverage was above 5.5x on a sustained basis and/or if (CFO-capex) to debt was below 5% on a sustained basis. Elevated Leverage: Conga's leverage was 6.6x at the end of FY23 (fiscal year ends Jan. 31) which was an improvement from 7.5x at the end of FY22. In FY23, Fitch's calculations of EBITDA margins were lower than Fitch expected as the company ramped up spending for sales and marketing to drive revenue growth. Previously, Fitch projected that leverage would be in a range of 4.8x to 5.2x by the end of FY24 and that was largely driven by expectations that Fitch-calculated EBITDA margins would be in the mid-20's. Now Fitch expects leverage at the end of FY24 to be close to 6.0x and forecasts Fitch-calculated EBITDA margins of approximately 20%. In FY23, Fitch's adjusted EBITDA benefited from one-time items that accounted for nearly 18% of adjusted EBITDA, reducing the quality of Conga's adjusted EBITDA. One-time items include costs related to R&D platform development costs, consulting work related to this and legal fees tied to legacy litigation matters. Negative FCF in FY23: In FY23, Conga had negative FCF of $17 million as a result of higher working capital requirements, costs for restructuring, and high interest expense. If Conga is successful with reducing working capital and growing EBITDA, FCF could turn positive even with an assumption for higher interest expense, although Fitch does not forecast strong FCF in FY24. Distribution Concentration with Salesforce: Over 80% of Conga's annual recurring revenue (ARR) is related to products that reside on Salesforce CRM and are used in conjunction with a client's Salesforce license. The concentration of ARR on a single CRM platform presents some risk to Conga. Conga has been an independent vendor at Salesforce since 2006. Fitch views the long-term relationship as a positive. However, any unfavorable material change in contract terms with Salesforce could negatively impact Conga. Although Conga has launched the Conga Revenue Lifecycle Cloud and is working to expand its network of channel partners, meaningful contributions independent of Salesforce are not likely to materialize for several years. Highly Recurring Revenue with High Retention: Over 90% of billings are recurring in nature, with gross retention rates over 90% and net retention rates over 100%. The strong revenue retention implies sticky products with high switching costs and mission criticality of its products. As customers buy into more of Conga's product portfolio, organizations and processes adapt to optimize workflow making the product integral to the operations. High revenue retention and recurring revenue enhances the predictability of Conga's financial performance and increases the lifetime value of customers. Customer Diversification: While more than 80% of revenues are tied to the Salesforce platform, Conga's products serve over 10,000 customers and the majority of sales come from enterprise customers. The company does not have significant annual recurring revenue concentration from its largest customers. Sales are diversified across industry verticals including Health & Life Sciences, Technology, Services & Consulting, Manufacturing, and Financial Services, with no industry occupying more than 20% of annual recurring revenue. Strong Brand, Industry Leader: Conga is the only pure-play, end-to-end revenue operations vendor, with no independent competitor at their scale. It is a recognized leader across the revenue operations software spectrum, including Workflow and Content Automation, Contract Lifecycle Management (CLM), and Configure Price Quote Applications (CPQ). Conga is one of the largest independent software vendors at Salesforce, with Conga Composer being one of the most widely adopted applications in the Salesforce ecosystem. Secular Tailwinds: Many organizations are increasingly adopting recurring revenue models, and this creates an opportunity for revenue operations solutions that can handle the increased complexity associated with such sales models. Digitalization of sales, especially within B2B market areas, is also driving organizations to adopt software solutions to generate opportunities and capture market share. Increased compliance and regulatory pressures also drive organizations to adopt solutions to drive improved efficiency. DERIVATION SUMMARY Conga's 'B' Long-Term IDR reflects its strong market position as a software vendor in the fragmented revenue operations software industry. The company provides customers of varying scale the means to improve the speed and efficiency of revenue operations. Conga does this with a product suite helping businesses manage and automate processes involving documentation, contracts, and commerce. Demand for the industry is expected to be supported as organizations adopt recurring revenue models, digitize sales, and seek to stay in compliance and as regulatory complexity increases. Conga's operating profile is also strengthened by the high recurring nature of its revenues supported by the subscription model. Limitations to Conga's rating include its financial leverage which is expected to be maintained at a moderate level. Fitch expects Conga to maintain some level of financial leverage as a private equity owned company as equity owners optimize capital structure to maximize ROE. Conga's market position, revenue scale and visibility as well as its leverage profile are consistent with the 'B' rating category. Fitch rates the IDR's of the parent and subsidiary on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - Revenues increase in the mid-single digits from organic growth; - Fitch-calculated EBITDA margins of approximately 20%; - Capex spending remains small at around 1% of revenues; - No dividends or acquisitions are assumed; - Minimal cash taxes and capex spend. KEY RECOVERY RATING ASSUMPTIONS The Recovery Rating analysis assumes that Conga would be reorganized in bankruptcy rather than liquidated. Fitch also assumes a 10% administrative claim is assumed. Going-Concern (GC) Approach Fitch assumes Conga enters a distressed scenario as a result of greater customer churn and margin compression on a lower revenue scale. As a result, Fitch assumes Conga's GC EBITDA to be slightly below its assumption for Fitch-calculated EBITDA in FY24. An EV Multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: - Fitch's Bankruptcy Enterprise Values and Creditor Recoveries showed that bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x. - Of these companies, only five were in the Software sector: Allen Systems Group, Inc. (8.4x); Avaya Inc. (2017: 8.1x and 2023: 7.5x); Aspect Software Parent, Inc. (5.5x), Sungard Availability Services Capital, Inc. (4.6x) and Riverbed Technology Software (8.3x). - Conga's growing and resilient recurring sales profile, mission critical nature of the product, brand recognition, leadership position in the revenue operations management industry, and cash generative qualities supports the 7.0x recovery multiple. Fitch arrives at an EV, applies the 10% administrative claim, and assumes a full draw on the $50 million revolver. Fitch estimates strong recovery prospects for the first lien term loan and revolver and rates them 'BB-'/'RR2', which is two notches above Conga's 'B' IDR. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch's expectation of EBITDA leverage sustaining below 5.5x; - (Cash from operations-capex)/debt above 7.0% on a sustained basis. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Fitch's expectation of EBITDA leverage above 7.0x on a sustained basis; - (Cash from operations-capex)/total debt with equity credit below 3.0% on a sustained basis; - Operating performance pressure in the form of sustained customer churn and/or pressure on EBITDA margins. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: As of April 30, 2023, Conga's liquidity was sufficient, supported by cash on the balance sheet which is down from the cash balance in the year ago period. The $50 million secured first lien revolving credit facility due 2026 is undrawn. Debt Structure: In addition to the undrawn secured first lien revolver, Conga has $557 million of secured first lien debt, with annual amortization payments of $5.65 million until maturity in 2028. ISSUER PROFILE Project Everest Ultimate Parent, LLC (dba Conga) is a global provider of Software as a Service (SaaS) that offers its customers products to manage the revenue lifecycle. It is an independent software vendor on Salesforce.com and this channel accounts for the majority of Conga's revenues. 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 ----------- ------ -------- ----- Project Everest Ultimate Parent, LLC LT IDR B Downgrade B+ Apttus Corporation LT IDR B Downgrade B+ senior secured LT BB- Downgrade RR2 BB PROTERRA INC: DWFritz Appointed as New Committee Member ------------------------------------------------------- Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed DWFritz Automation, LLC as new member of the official committee of unsecured creditors in the Chapter 11 cases of Proterra, Inc. and Proterra Operating Company, Inc. The committee is now composed of: 1. Power Electronics USA, Inc. Attn: Mr. Carlos Llombart 1510 N. Hobson Ave Gilbert, AZ 85233 Phone: (840) 369-3492 Email: cllombart@power-electronics.com 2. Michele Thorne Attn: Benjamin Haber, Esq. Wilshire Law Firm 3055 Wilshire Blvd., 12th Floor Los Angeles, CA 90010 Phone: (213) 381-9988 Email: benjamin@wilshirelawfirm.com 3. TPI, Inc. Attn: Mr. Jerry Lavine 373 Market Street Warren, RI 02885 Phone: (248) 210-3988 Email: j.lavine@tpicomposites.com 4. Sensata Technologies, Inc. Attn: Justin Colson 529 Pleasant Street Attleboro, MA 02730 Phone: (508) 212-8398 Email: jcolson@sensata.com 5. DWFritz Automation LLC Attn: Mr. Bryan Wallace 9600 SW Boeckman Road Willsonville, OR 97070 Phone: (503) 598-9393 Email: bwallace@dwfritz.com About Proterra Inc. Proterra Inc.'s business involves designing, manufacturing and selling electric transit buses and components, batteries, and electric drive trains; and providing and selling related products and services. Proterra Inc. and its affiliate, Proterra Operating Company, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11120). At the time of the filing, the Debtors reported $500 million to $1 billion in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. Young Conaway Stargatt & Taylor, LLP represents the Debtors as legal counsel. The Debtors also tapped FTI Consulting, Inc. as financial advisor; Moelis & Company, LLC as investment banker; and Kurtzman Carson Consultants, LLC as claims, noticing and administrative agent. Andrew Vara, Acting U.S. Trustee for Regions 3 and 9, appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Lowenstein Sandler, LLP as bankruptcy counsel; Morris James, LLP as Delaware counsel; Berkeley Research Group, LLC as financial advisor; and Miller Buckfire as investment banker. PYRAMID MOVING: Seeks to Hire WM Law as Bankruptcy Counsel ---------------------------------------------------------- Pyramid Moving, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ WM Law as its legal counsel. The firm's services include: -- preparing bankruptcy forms and schedules; -- attending initial debtor interview, Section 341 meeting and court hearings; and -- preparing Subchapter V Chapter 11 plan, filing of monthly operating reports, negotiations with creditors, and resolution of plan confirmation issues. The firm will be paid at these rates: Attorney, Ryan A. Blay $300 per hour Attorney, Jeffrey L. Wagoner $300 per hour Attorney, Errin P. Stowell $300 per hour Attorney, Ryan M. Graham $300 per hour Attorney, Chelsea Williamson $300 per hour Paralegal, Douglas Sisson $125 per hour Paralegal, Ana Van Noy $125 per hour Paralegal, Betsy Hayman $125 per hour In addition, the firm will receive reimbursement for out-of-pocket expenses incurred. The firm received from the Debtor a retainer of $8,738. Jeffrey L. Wagoner, Esq., a partner at WM Law, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jeffrey L. Wagoner, Esq. Ryan A. Blay, Esq. WM LAW 15095 W. 116th St. Olathe, KS 66062 Tel: (913) 422-0909 Fax: (913) 428-8549 About Pyramid Moving, Inc Pyramid Moving, Inc. filed Chapter 11 Petition (Bankr. D. Kan. Case No. 23-21037) on Aug. 31, 2023, with up to $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Robert D. Berger oversees the case. Ryan A. Blay, Esq., at Wm Law represents the Debtor as bankruptcy counsel. QUANERGY SYSTEMS: $3.15M Sale to ROLISI to Fund Plan ---------------------------------------------------- Quanergy Systems, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for First Amended Chapter 11 Plan dated September 21, 2023. Founded in 2012 as a private company, the Debtor designed, developed, and marketed Light Detection and Ranging ("LiDAR") sensors and 3D perception software solutions. Debtor entered chapter 11 with the goal of pursing a value maximizing sale process that built upon the Debtor's prepetition marketing efforts. The postpetition sale process allowed the Debtor to market the Assets free and clear of liabilities and without the burden of significant operating expenses; this opportunity expanded the potential buyer universe to parties that were not interested in acquiring the going concern operations of the Debtor during the prepetition marketing and sale process. On February 2, 2023, the Bankruptcy Court entered an Order authorizing the Sale of substantially all of the Assets to ROLISI, LLC and on February 3, 2023, the Debtor successfully consummated the sale, which provided the Debtor with the liquidity necessary to wind down the Debtor's Estate in an orderly and expeditious manner. After several rounds of competitive bidding between Quanergy 3D, LLC and ROLISI, LLC, the Debtor named ROLISI, LLC as the Successful Bidder, with a purchase price of $3.15 million. Quanergy 3D, LLC's bid of $3.275 million was named the Next Highest Bid. The Debtor determined to select ROLISI, LLC as the Successful Bidder, despite the cash consideration being lower than the Next-Highest Bid, because of ROLISI, LLC's ability to provide assurance of closing on February 3, 2023. Following the Auction, the Bankruptcy Court authorized and approved the Sale of substantially all of the Assets to ROLISI, LLC. The Debtor subsequently filed a revised proposed Sale Order, which the Bankruptcy Court entered on February 2, 2023. On February 3, 2023, the Sale closed. The Plan provides for the Distribution of the Sale proceeds to Holders of Allowed General Unsecured Claims and Allowed GUC Settlement Claims as contemplated under the Plan and for the wind up of the Debtor's corporate affairs. The Plan also provides for the appointment of a Plan Administrator that will, among other things, administer and liquidate or otherwise resolve all Assets of the Debtor, including the Retained Causes of Action. The Plan provides for the appointment of a Plan Administrator as a means to implement the Plan, and a Plan Oversight Committee to oversee the Plan Administrator and the administration of the Post Effective Date Debtor by the Plan Administrator. The Plan Administrator shall, in consultation with the Plan Oversight Committee, be empowered to, among other things, administer and liquidate all Assets, object to and settle Claims and prosecute Retained Causes of Action in accordance with the Plan. The Plan also provides for Distributions to Holders of Allowed Claims, including Administrative Claims, Professional Fee Claims, Priority Tax Claims, Secured Claims, Priority Non-Tax Claims, General Unsecured Claims, and Allowed GUC Settlement Claims. In addition, the Plan cancels all Interests in the Debtor, and provides for the dissolution and wind-up of the affairs of the Debtor. The following is an overview of certain material terms of the Plan: * All Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Secured Claims, and Allowed Priority Non-Tax Claims will be paid or otherwise satisfied in full as required by the Bankruptcy Code and provided for in the Plan, unless otherwise agreed to by the Holders of such Claims and the Post-Effective Date Debtor. * Holders of Allowed General Unsecured Claims will receive their Pro Rata share of the General Unsecured Claim Distribution, unless less favorable treatment is otherwise agreed to by the Holders of such Claims and the Post-Effective Date Debtor. * Holders of Allowed GUC Settlement Claims will receive their Pro Rata share of the GUC Settlement Claim Distribution, unless less favorable treatment is otherwise agreed to by the Holders of such Claims and the Post-Effective Date Debtor. * Holders of Subordinated Claims will not be entitled to any distribution or recovery on account of such Claims. * As of the Effective Date, all Interests of any kind will be cancelled, and the Holders thereof will not receive or retain any property, interest in property or consideration under the Plan on account of such Interests. Class 3: General Unsecured Claims. On, or as soon as reasonably practicable after, the Effective Date, the Holder of an Allowed General Unsecured Claim shall receive from the Post-Effective Date Debtor, in full satisfaction of such Allowed General Unsecured Claim, (i) its Pro Rata share of the General Unsecured Claim Distribution, or (ii) such other less favorable treatment as to which such Holder and the Post-Effective Date Debtor shall have agreed upon in writing. Class 3 is Impaired. Class 4 consists of GUC Settlement Claims. On, or as soon as reasonably practicable after, the Effective Date, the Holder of an Allowed GUC Settlement Claim shall receive from the Post-Effective Date Debtor, in full satisfaction of such Allowed GUC Settlement Claim, (i) its Pro Rata share of the GUC Settlement Claim Distribution, or (ii) such other less favorable treatment as to which such Holder and the Post-Effective Date Debtor shall have agreed upon in writing. Class 4 is Impaired. The Plan will be implemented by, among other things, the appointment of the Plan Administrator and the making of Distributions from the Assets, including, without limitation, all Cash and the proceeds, if any, from the Retained Causes of Action, by the Post-Effective Date Debtor in accordance with the Plan and the Plan Administrator Agreement. Except as otherwise provided in the Plan, on and after the Effective Date, all Assets of the Estate, including all claims, rights, Retained Causes of Action and any property acquired by the Debtor under or in connection with the Plan, shall vest in the Post-Effective Date Debtor, free and clear of all Claims, Liens, charges, other Encumbrances and Interests. A full-text copy of the Disclosure Statement dated September 21, 2023 is available at https://urlcurt.com/u?l=4rFDQT from Stretto, Inc., claims agent. Co-Counsel to the Debtor: Sean M. Beach, Esq. Shane M. Reil, Esq. Catherine C. Lyons, Esq. Heather P. Smillie, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 N. King Street Wilmington, DE 19801 Telephone: (302) 571-6600 E-mail: sbeach@ycst.com sreil@ycst.com clyons@ycst.com hsmillie@ycst.com - and - Cullen Drescher Speckhart, Esq. Michael A. Klein, Esq. Lauren A. Reichardt, Esq. COOLEY LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 E-mail: cspeckhart@cooley.com mklein@cooley.com lreichardt@cooley.com About Quanergy Systems Quanergy Systems, Inc., designs, develops and markets Light Detection and Ranging (LiDAR) sensors and 3D perception software solutions that enable intelligent, real-time detection, tracking and classification of objects such as people and vehicles in mission-critical markets such as security, smart cities and industrial automation. The company is based in Sunnyvale, Calif. Quanergy Systems sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Delaware Case No. 22-11305) on Dec. 13, 2022, with $10 million to $50 million in both assets and liabilities. Larry Perkins, chief restructuring officer of Quanergy Systems, signed the petition. The Debtor tapped Young Conaway Stargatt & Taylor, LLP and Cooley, LLP as bankruptcy counsels; Seward & Kissel, LLP as special counsel; SierraConstellation Partners as restructuring advisor; FTI Consulting, Inc. as financial Advisor; and Raymond James Financial, Inc. as investment Banker. Bankruptcy Management Solutions, Inc., doing business as Stretto, Inc., is the claims, noticing and solicitation agent. REMARK HOLDINGS: Amends Purchase Agreement With Ionic Ventures -------------------------------------------------------------- Remark Holdings, Inc. and Ionic Ventures, LLC entered into a letter agreement which amends their Purchase Agreement dated as of Oct. 6, 2022, as previously amended on Jan. 5, 2023, and which supersedes the letter agreements entered into on July 12, 2023 and Aug. 10, 2023. Under the Letter Agreement dated Sept. 15, 2023, the parties agreed, among other things, (i) to allow Remark to deliver one or more irrevocable written notices to Ionic in a total aggregate amount not to exceed $20.0 million, which total aggregate amount shall be reduced by the aggregate amount of previous Exemption Purchase Notices, (ii) to amend the per share purchase price for purchases under an Exemption Purchase Notice to 80% of the average of the two lowest daily volume-weighted average prices ("VWAPs") over a specified measurement period, (iii) to amend the definition of the specified measurement period to stipulate that, for purposes of calculating the final purchase price, such measurement period begins the trading day after Ionic pays Remark the amount requested in the purchase notice, while the calculation of the dollar volume of Remark common stock traded on the principal market to determine the length of the measurement period shall begin on the trading day after the previous measurement period ends, iv) that any additional Exemption Purchase Notices that are not in accordance with the terms and provisions of the Purchase Agreement shall be subject to Ionic's approval, v) to amend section 11(c) of the ELOC Purchase Agreement to increase the Additional Commitment Fee from $500,000 to $3,000,000 and vi) that by Sept. 29, 2023, the parties will amend the Debenture Transaction Documents to include a so-called Most Favored Nation provision that will provide Ionic with necessary protection against any future financing, settlement, exchange or other transaction whether with an existing or new lender, investor or counterparty, and that, if such amendment is not made by Sept. 29, 2023, the Additional Commitment Fee shall be further increased to $3,750,000. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. The company's headquarters are in Las Vegas, Nevada, USA, with operational offices in New York and international offices in London, England. Remark Holdings reported a net loss of $55.48 million for the year ended Dec. 31, 2022, compared to net income of $27.47 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $14.17 million in total assets, $39.95 million in total liabilities, and a total stockholders' deficit of $25.78 million. Los Angeles, California-based Weinberg & Company, P.A., the Company's auditor since 2020, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. REMOTEMD LLC: Unsecured Claims Under $2,500 Will Get 41% in Plan ---------------------------------------------------------------- RemoteMD, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana a Plan of Reorganization for Small Business dated September 21, 2023. The Debtor provides consulting services to assist corporate clients with the development, implementation, and management of their medical policies and procedures. This Plan provides for the creation of a Litigation Trust. On the Effective Date, the Reorganized Debtor on their own behalf and on behalf of the holders of Allowed Claims, shall execute the Litigation Trust Agreement. The entry of the confirmation order shall include and constitute approval of the Litigation Trust Agreement and authorization of the Debtor to execute the Litigation Trust Agreement. In connection with the formation of the Litigation Trust, the Reorganized Debtors shall transfer the Initial Litigation Trust Funds to the Litigation Trust. The Plan Proponent's financial projections show that the Debtor will have projected disposable income of 3 years. The financial projections indicate that the Debtor, after payments for expenditures necessary for the continuation, preservation and operations Class 2, and to fund the Liquidation Trust, will have projected disposable income of: (i) $3,481.17 for year one; (ii) $220,848.02 for year two; and (iii) $215,578.39 for year three total of $584,921.34 for the payment term in the amounts indicated therein. However, the projected disposable total income will be reduced by $20,000.00 to fund the Liquidation Trust, such that the distribution is $564,921.34. The anticipated Effective Date is December 30, 2023. Payments will commence pursuant to the terms of this Plan. The Plan proposes to pay holders of Allowed Claims the Debtor's Projected Disposable Income which includes sums from future services, future contracts, payments of the Remote Texas Note and factoring its receivables. Further, the Plan anticipates additional potential distributions to holders of Allowed Claims from the collection, if any, by the Litigation Trustee of funds from the Retained Causes of Action. Secured creditor holding Allowed Class 1 Claim is estimated to receive distributions, which the proponent of the Plan states is a monthly payment of $393.04 for a total of 36 payments in an amount of $14,149.31 which includes interest of $1,698.65 at 8.50% on the amount owed. Class 1 consists of the Allowed Secured Claim pursuant to Proof of Claim Number 1 as filed by the Texas Workforce Commission in the amount of $12,450.66 subject to an annual interest rate of 8.50% and is secured by a tax lien to all real and personal property of the Debtor. Holder to the Class 1 Allowed Secured Claim will receive distributions as follows: * Monthly payment of Monthly Payments of $393.04 to commence on the first full quarter following the Effective and continue for 12 quarters, for a total payment of $14,149.31 which includes $1,698.65 in interest. Class 2 consists of Allowed General Unsecured Claims in an amount less than $2,500.00 or those that reduce their claims to $2,500.00 Holders of Class 2 Allowed General Unsecured Claims will receive distributions as follows: * Pro rata payments out of a fund of $10,000.00 to be paid quarterly in 8 equal payments commencing commence on the first full quarter following the Effective Date or until the claims are paid in full. * The holder of a Class 2 Claim is impaired and is entitled to vote to accept or reject the Plan. * Estimated pro rata distribution is 41% for Class 2 exclusive of claims that elect treatment under Class 2. The rate of distribution may be altered based on holders of claims that elect Class 2 treatment. Class 3 consists of Allowed General Unsecured Claims over $2,500.00, and holders of Allowed General Unsecured Claims will receive distributions as follows: * Twelve Quarterly payments commencing on the at the end of the first full quarter that is six full months following the Effective Date for a total of 3 years of payments. * The holders of Class 3 Allowed General Unsecured Claims are Impaired, and thus, are entitled to vote to accept or reject the Plan. * Estimate distribution is 7.5% to 8.5% for Class 3. The rate of distribution may be altered based on the results of any objections filed by the Litigation Trustee that are sustained. The allowed unsecured claims total $7,373,164.89 to $6,542,644.00. Class 4 equity security holder, which consists solely of Dr. Michael Kotler, will not be impaired by this Plan. The Class 4 equity security holder will continue to own 100% of the reorganized Debtor. The business model of the Debtor is such that the management and accounting staff that perform services for the Debtor (collectively, the "Back of House Employees") are employed through MedClinic Management, LLC. The Debtor, each pay period funds the wages and all associated costs for the Back of House Employees. The Debtor anticipates that Dr. Michael Kotler, the owner and chief medical officer, who is an insider of the Debtor, will continue in his position as sole officer and director of the Debtor. The pro forma attached hereto does not include a reduction for the compensation of Dr. Michael Kotler and Dr. Michael D. Kotler even though both will continue in their positions. Thus, any compensation to any Insider will not reduce projected disposable income for Plan payments to Class 3. A full-text copy of the Plan of Reorganization dated September 21, 2023 is available at https://urlcurt.com/u?l=hrfGMQ from PacerMonitor.com at no charge. Counsel for the Debtor: Douglas S. Draper, Esq. Leslie A. Collins, Esq. Greta M. Brouphy, Esq. Michael E. Landis, Esq. Heller, Draper, Patrick, Horn & Manthey, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Phone: (504) 299-3300 Email: ddraper@hellerdraper.com lcollins@hellerdraper.com gbrouphy@hellerdraper.com mlandis@hellerdraper.com About RemoteMD LLC On Oct. 18, 2022, Robert Dudley, Premier Laboratory Services, Inc., Steele Strategies, Inc., Securitas Security Services USA, Inc. and KJG Strategies, filed an involuntary petition against RemoteMD, LLC. On Nov 4, 2022, the court entered the order converting the involuntary bankruptcy case to a case under Chapter 11 of the Bankruptcy Code. RemoteMD filed an amended voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 22-11254) on Nov. 7, 2022. Judge John W. Kolwe oversees the case. The Debtor tapped Douglas S. Draper, Esq. at the law firm of Heller, Draper & Horn, LLC as legal counsel and Cooper CPA Group as accountant. RESHAPE LIFESCIENCES: Signs License Deal With Mumbai-Based Biorad ----------------------------------------------------------------- ReShape Lifesciences Inc. announced the signing of an exclusive, royalty-bearing license agreement with Biorad Medysis, Pvt. Ltd. (Biorad) to manufacture, commercialize and distribute the Obalon Gastric Balloon System in India, Pakistan, Bangladesh, Nepal, Bhutan, Sri Lanka, and the Maldives. Based in Mumbai, India, Biorad is an established, science-driven medical device manufacturer that has successfully manufactured and sold innovative medical devices in the urology, gastroenterology, orthopedic and neurovascular industries, which is now expanding into the bariatric arena. The license agreement provides $200,000 in upfront payments from Biorad to ReShape and ongoing license payments of 4% on gross sales of the Obalon Balloon System in the territories. "This exclusive agreement with Biorad represents the first step towards reintroducing our patented Obalon Balloon System technology to the global marketplace," stated Paul F. Hickey, president and chief executive officer of ReShape Lifesciences. "We believe that Biorad, with decades of experience manufacturing and distributing medical devices in the vast South Asia market, potentially reaching approximately 20% to 25% of the world's population, is an ideal partner to expand the reach of ReShape's Obalon technology. Our non-surgical, minimally invasive, Obalon System was the first swallowable, gas filled balloon system approved by the U.S. Food and Drug Administration, around which we continue to build a strong intellectual property portfolio. We look forward to a fruitful partnership with Biorad, which we expect will lay the groundwork to catalyze the successful relaunch and joint commercialization of the balloon system in markets world-wide." About ReShape Lifesciences ReShape Lifesciences Inc. (Obalon Therapeurtics, Inc.) is a weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. Reshape Lifesciences reported a net loss of $46.21 million for the year ended Dec. 31, 2022, compared to a net loss of $63.15 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $16.35 million in total assets, $8.59 million in total liabilities, and $7.76 million in total stockholders' equity. Irvine, California-based RSM US LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has suffered recurring losses and negative cash flows. The Company currently does not generate revenue sufficient to offset operating costs and anticipates such shortfalls to continue. This raises substantial doubt about the Company's ability to continue as a going concern. RISING TIDE: Moody's Withdraws 'Caa2' CFR & 'Caa2-PD/LD' PDR ------------------------------------------------------------ Moody's Investors Service has appended a limited default (LD) designation to the Caa2-PD Probability of Default Rating of Rising Tide Holdings, Inc. ("West Marine"), changing it to Caa2-PD/LD following the company's distressed exchange of all of its existing Moody's rated funded debt into equity as announced by the company on September 18, 2023. Subsequently, Moody's has withdrawn West Marine's ratings including its Caa2 corporate family rating (CFR) and Caa2-PD/LD probability of default rating as well as its Ca backed senior secured first lien term loan, C backed senior secured first lien term loan and C backed senior secured second lien term loan ratings. The outlook was changed to rating withdrawn from negative. RATINGS RATIONALE Moody's appended the LD to West Marine's PDR because the company consummated a distressed exchange transaction that resulted in all of its existing Moody's rated funded debt being exchanged into equity. Moody's has withdrawn all of its ratings on West Marine because the company's Moody's rated debt no longer exists following the distressed exchange. Rising Tide Holdings, Inc. is a specialty marine aftermarket retailer that operates 233 hub stores in the US and Puerto Rico under the West Marine brand name as well as two e-commerce websites reaching consumers and professional customers. West Marine is controlled by investment funds affiliated with L Catterton. RJT FOOD: Trustee Seeks to Hire Daniel Gale as Real Estate Broker ----------------------------------------------------------------- Salvatore LaMonica, the Chapter 11 of RJT Food & Restaurant, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Daniel Gale Sotheby's International Realty as real estate broker. The firm will market and sell the Debtor's interest in the real property known as, and located at, 1999 Deerfield Road, Water Mill, New York 11976. The firm will be paid at the rates 6 percent of the gross sales price of the Real Property. Deborah Pirro, a partner at Daniel Gale Sotheby's International Realty, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Daniel Gale Sotheby's International Realty 36 Main St. Cold Spring Harbor, NY 11724 Tel: (877) 869-2487 About RJT Food & Restaurant RJT Food & Restaurant, LLC filed its voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-70447) on Feb. 8, 2023, with $1 million to $10 million in assets and up to $50,000 in liabilities. Richard J. Bivona, president, signed the petition. Judge Robert E. Grossman oversees the case. Ronald D. Weiss, Esq., at Ronald D. Weiss, P.C. represents the Debtor as counsel. Salvatore LaMonica, the court-appointed Chapter 11 trustee, tapped LaMonica Herbst & Maniscalco, LLP and Joseph A. Broderick, P.C. as his legal counsel and accountant, respectively. RNB MERCHANDISE: Court OKs Cash Collateral Access Thru Oct 17 ------------------------------------------------------------- The U.S. Bankruptcy Court for the South Carolina, Greenville Division, authorized RNB Merchandise, LLC to use cash collateral on an interim basis in accordance with the budget, through October 17, 2023. The Debtor requires the use of cash collateral to meet ordinary and necessary operating expenses. As adequate protection, BayFirst National Bank, Amazon Capital Services, Inc., and any other creditors asserting an interest in cash collateral are granted valid, attached, choate, enforceable, perfected, and continuing security interests in, and replacement liens upon, all of the post-petition property of RNB that is similar to its interests in pre-petition collateral. As additional adequate protection to BayFirst, and in accordance with the Debtor's Interim Budget, BayFirst is entitled to adequate protection payments in the amount of $6,316 per month, commencing on the week of September 18, 2023. As additional adequate protection to Amazon Capital, and in accordance with the Debtor's Interim Budget, Amazon Capital is entitled to adequate protection payments in the amount of $4,500 per month, commencing the week of September 18, 2023, which Amazon Capital or its affiliates shall be entitled to deduct from the Debtor's Amazon seller account on an ongoing basis. Amazon Capital is directed to disburse $250,000 to the Debtor from the Debtor's Amazon Seller Account for the Debtor's use according to the terms of this Interim Order. As further adequate protection to Amazon Capital, Amazon Capital will be entitled to set aside a reserve of all funds in the Amazon Seller Account in excess of the $250,000 disbursed to the Debtor, which will remain subject to Amazon Capital's prepetition lien. In addition, the Secured Creditors will hold allowed administrative claims under 11 U.S.C. section 507(b) with respect to the adequate protection obligations of the Debtor to the extent that the replacement liens on post-petition collateral do not adequately protect the diminution in value of the interests of the Secured Creditors in their pre-petition collateral. A final hearing on the matter is set for October 17 at 10:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=O3tt0U from PacerMonitor.com. About RNB Merchandise, LLC RNB Merchandise, LLC is an internet marketing service provider in South Carolina. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. S.C. Case No. 23-02298) on August 3, 2023. In the petition signed by Brandon Ruder, sole member, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Robert Pohl, Esq. at Pohl, PA, represents the Debtor as legal counsel. ROWAN SAWDUST: Gets OK to Sell Property to Truckworx for $95,000 ---------------------------------------------------------------- Rowan Sawdust and Shavings, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Alabama to sell its personal property -- a 2020 Peterbilt 386 –- to Truckworx for $95,000. The order signed by Judge James Robinson authorized the company to pay $60,297.77 to Ascentium Capital, LLC; remit $12,646.84 to the Internal Revenue Service; and use the remaining proceeds from the sale to pay the company's administrative expenses and fund its Chapter 11 plan of reorganization. About Rowan Sawdust and Shavings Rowan Sawdust and Shavings, LLC offers animal bedding and transport services. The company is based in Altoona, Ala. Rowan Sawdust and Shavings filed voluntary Chapter 11 petition (Bankr. N.D. Ala. Case No. 22-40262) on March 21, 2022, with up to $50,000 in assets and $1 million to $10 million in liabilities. Kevin Rowan, manager, signed the petition. Judge James J. Robinson oversees the case. Tameria S. Driskill, Esq., at Williams Driskill Huffstutler & King serves as the Debtor's legal counsel. On April 4, 2023, the court confirmed the Debtor's Chapter 11 plan of reorganization. SAFE ELECTRIC: Court OKs Cash Collateral Access Thru Nov 9 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Safe Electric, LLC to use cash collateral on an interim basis in accordance with the budget, through November 9, 2023. As previously reported by the Troubled Company Reporter, prior to the Petition Date, the Debtor obtained financing from Regions Bank, which is purportedly secured by a lien on the Debtor's cash and cash equivalents. Regions Bank may assert a first priority security interest in the Debtor's cash and cash equivalents by virtue of a UCC-1 Financing Statement filed with the State of Florida on February 8, 2018. In addition, there may be other parties that assert their interest on the Debtor's cash equivalents, which interests are inferior to Regions. The Debtor is permitted to use cash collateral to pay: (a) the amounts expressly authorized by the Court, including payments to the Subchapter V Trustee and payroll obligations incurred post-petition in the ordinary course of business; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) the additional amounts as may be expressly approved in writing by Regions Bank. The Court said Regions Bank and those creditors retaining inferior security interests with respect to the Debtor's cash and cash equivalents will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under all applicable loan and security documents. The Debtor and Argonaut Insurance Company are to collaborate to recover approximately $30,000 owed from Integrated Construction for work on the Woodspring Orlando Project. A continued hearing on the matter is set for November 9 at 2:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=OYOUMi from PacerMonitor.com. The Debtor projects total expenses, on a weekly basis, as follows: $94,517 for the week ending October 1, 2023; $37,880 for the week ending October 8, 2023; $3,080 for the week ending October 15, 2023; and $3,080 for the week ending October 22, 2023. About Safe Electric, LLC Safe Electric, LLC is an electrical contractor serving commercial and residential clients. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02185) on June 2, 2023. In the petition signed by Jesus A. Castro, sole managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Tiffany P. Geyer oversees the case. Daniel A. Velasquez, Esq., at Latham Luna Eden & Beaudine LLP, represents the Debtor as legal counsel. SALE LLC: Seeks to Hire Dawn M. Kay CPA PC as Accountant -------------------------------------------------------- Sale, LLC d/b/a As Good As It Gets Cafe seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Dawn M. Kay, CPA, P.C. as certified public acountant. The firm will prepare the Debtor's 2022 state and federal tax returns. The firm will be paid at s flat fee of $2,500 for the preparation and filing of the Debtor's income tax returns. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Dawn M. Kay, a partner at Dawn M. Kay, CPA, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Dawn M. Kay Dawn M. Kay, CPA, P.C. 94 Middlesex Road Tyngsboro, MA 01879 Tel: (978) 649-0740 About Sale, LLC d/b/a As Good As It Gets Cafe Sale, LLC is a family-owned cafe with homestyle breakfasts & classic lunch eats, such as sandwiches, hamburgers, muffins, and pancakes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-10545) on April 10, 2023. In the petition signed by Abderrahim Hmina, manager, the Debtor disclosed $7,500 in assets and $3.2 million in liabilities. Judge Christopher J. Panos oversees the case. Marques C. Lipton, Esq., at Lipton Law Group, LLC, represents the Debtor as legal counsel. SARONA PROPERTY: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- The Sarona Property Land Trust UAD April 10, 2017 asks the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral in accordance with the budget, with a 10% variance. The Debtor established its Debtor-in-Possession Account at TDBank, NA. TDBank is not a creditor of the Debtor. At the time of the filing of the Motion, there was a mortgage dated February 1, 2019, and recorded on February 5, 2019, having Instrument Number 115596052, in the Official Records of Broward County, Florida. The Debtor has three multi-unit real estate buildings consisting of a total of 14 units. Eleven of the units are rented, with one vacancy and two under renovation. It is anticipated that a new tenant will be moving into the new unit shortly. The three buildings generate approximately $10,900 a month in rental income. The Debtor has deposited all rent that has become due since the filing of the instant case into the Debtor's DIP account, and will continue to do so. The Debtor intends to use these funds to pay the Lender pending confirmation of the Debtor's Plan of Reorganization and Disclosure Statement as adequate protection. A copy of the motion is available at https://urlcurt.com/u?l=kE60Hi from PacerMonitor.com. About The Sarona Property The Sarona Property Land Trust UAD April 10, 2017 owns three properties in Hallandale Beach, Fla., valued at $2.12 million. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-16184) on Aug. 4, 2023, with $2,122,653 in assets and $7,831,879 in liabilities. Nazy Ben Amram, trustee, signed the petition. Judge Peter D. Russin oversees the case. Adam I. Skolnik, Esq., at the Law Office of Adam I. Skolnik, PA represents the Debtor as legal counsel. SAVESOLAR CORPORATION: Hires Belmont Firm as Conflict Counsel ------------------------------------------------------------- Savesolar Corporation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ The VerStandig Law Firm, LLC d/b/a The Belmont Firm as conflict counsel. The firm will provide these services: a. prepare and file all necessary pleadings, motions, and other court papers, on behalf of the Debtors, insofar as such tasks relate to the Debtors' dealings with third parties where the representation of the Debtors in connection with such dealings, by Whiteford Taylor & Preston L.L.P. ("Whiteford"), would either present a conflict of interest or the appearance of a conflict of interest (the "Conflict Parties"); b. negotiate with the Conflict Parties; c. represent the Debtors in any adversary proceedings, contested matters, and other proceedings, involving the Conflict Parties, before this Honorable Court; d. tend to such other and further matters as are necessary and appropriate in the prism of this case. The firm will be paid at these rates: Partner $450 per hour Associate $200 per hour Paralegal $100 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Maurice B. VerStandig, Esq. at The VerStandig Law Firm, LLC d/b/a The Belmont Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Maurice B. VerStandig, Esq. THE VERSTANDIG LAW FIRM, LLC d/b/a The Belmont Firm 9812 Falls Road, #114-160 Potomac, MD 20854 Tel: (301) 444-4600 Email: mac@mbvesq.com About SaveSolar Corporation SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco, LLC filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00045) on Feb. 2, 2023. In the petitions signed by SaveSolar President Karl Unterlechner, both Debtors disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Bradford F. Englander, Esq., at Whiteford Taylor & Preston, LLP as legal counsel; CohnReznick, LLP as financial advisor; and CohnReznick Capital Markets Securities, LLC as investment banker. SAVESOLAR CORPORATION: Hires Mendelson & Mendelson as Accountant ---------------------------------------------------------------- Savesolar Corporation, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to employ Mendelson & Mendelson P.C. as accountant. The firm's services include: a. preparing and filing federal and state tax returns; b. providing tax and accounting advice, as needed; and c. rendering such other tax and/or accounting assistance as the Debtors or their counsel may deem necessary. The firm will be paid at these rates: Louis B. Ruebelmann, CPA $400 per hour Edward Crawford, CPA $390 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Louis B. Ruebelmann, a partner at Mendelson & Mendelson P.C, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Louis B. Ruebelmann Mendelson & Mendelson P.C 12505 Park Potomac Avenue, Suite 250 Potomac, MD 20854-6805 Tel: (301) 656-0001 Fax: (301) 424-4440 Email: info@mendelsoncpa.com About SaveSolar Corporation SaveSolar Corporation, Inc. and SaveSolar Alpha Holdco, LLC filed their voluntary petitions for relief under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00045) on Feb. 2, 2023. In the petitions signed by SaveSolar President Karl Unterlechner, both Debtors disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Elizabeth L. Gunn oversees the cases. The Debtors tapped Bradford F. Englander, Esq., at Whiteford Taylor & Preston, LLP as legal counsel; CohnReznick, LLP as financial advisor; and CohnReznick Capital Markets Securities, LLC as investment banker. SEVEN KITCHEN: Seeks Cash Collateral Access ------------------------------------------- Seven Kitchen & Cocktails, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral on an interim basis in accordance with the budget, with a 10% variance and provide adequate protection. The Debtor requires the use of cash collateral to pay operating expenses. BlueVine, Inc/Celtic Bank, Everest Business Funding, Fund Box, Global Capital (East Hudson); Liquidibee 1, LLC and/or Square Financial Services assert an interest in the Debtor's collateral. As adequate protection, the Debtor proposes to maintain adequate insurance coverage in relation to the Prepetition Collateral and timely pay all post-petition taxes assessed due in relation to the Prepetition Collateral in the ordinary course of the Debtor's business, thereby keeping the properties free of liens and therefore ready to be assigned. The Debtor will segregate cash collateral from all other unencumbered funds, if any, and ensure that all post-petition collections generated from the Prepetition Collateral likewise be segregated as cash collateral for use in the Debtor's operations pursuant to the Interim Budget. The authority to use cash collateral will terminate upon the earliest of the following: (i) the end of the Usage Period (unless extended by separate order in connection with the submission of a supplemental budget for the extension period); (ii) the Court's entry of an order finding a violation of, or a default under, the Court's order authorizing use of cash collateral or other related orders; (iii) the Court's entry of an order converting the Bankruptcy Case to proceedings under Chapter 7 of the Bankruptcy Code; (iv) the Court’s entry of an order dismissing the Bankruptcy Case. A copy of the motion is available at https://urlcurt.com/u?l=OS7r7S from PacerMonitor.com. About Seven Kitchen & Cocktails, LLC Seven Kitchen & Cocktails, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42714-11) on September 8, 2023. In the petition signed by Cedric Powell, managing power, the Debtor disclosed up to $50,000 in assets and up to $500,000 in liabilities. Marilyn D. Garner, Esq., at Law Office Of Marilyn D. Garner, represents the Debtor as legal counsel. SM ENERGY: Fitch Affirms LongTerm IDR at 'BB-', Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating for SM Energy Company (SM) at 'BB-' and maintains the Stable Rating Outlook. The rating reflects SM's robust operating performance in the Midland basin and consistently strong well results in the Austin Chalk region as development and delineation continue across the entirety of the acreage position. The rating also reflects SM's size, scale and maintenance of EBITDA leverage below 1.5x. KEY RATING DRIVERS FCF Allocation to Shift: Fitch views SM's achievement of its $1.0 billion net debt target favorably but expects the allocation of FCF to be more equity-friendly going forward. SM has largely completed its plan to reduce gross debt and simplify the capital structure with the full repayment of their second lien debt. Fitch believes further significant debt paydown in unlikely with expected FCF generation used for share buybacks. Consistent Positive FCF: SM is planning to spend approximately $1 billion on capex in 2023 to fund its five-rig program, which is expected to maintain production at around 150 Mboepd. The capital allocation is split roughly half between the Midland basin (three rigs, one frac crew) and South Texas region (two rigs, one frac crew) and management expects to add one rig in the Midland basin from 4Q23 through around 2Q24. Spending in outer years will likely be maintained between $850 million-$950 million, which allows the company to maintain low single-digit production growth while generating FCF at Fitch base case price deck assumptions. Robust Midland Performance: SM's Midland Basin assets continue to generate strong returns through best-in-class well performance and new completion designs, which is driving higher EUR and NAV along with low breakevens. Management plans to drill 40-45 net wells and complete 50 in the region in FY23 at an average lateral length of 11,600 feet, with 15 wells at greater than 15,000 of lateral length. Focus on Austin Chalk: SM's drilling program in South Texas has moved from the Eagle Ford to the Austin Chalk, which has a higher oil cut. For all of South Texas, the company estimates it will drill 40-45 net wells and complete 40 with an average lateral feet per well of 9,350. Cost should improve further in 2023 through a $0.35/Mcf reduction in transportation costs effective 2H23. The volatility in well results is far more consistent than in earlier generations of Austin Chalk drilling. Protection from Hedge Program: Fitch believes that SM's less aggressive hedging program exposes the company to somewhat more cashflow volatility; however, this is countered by the company's lower levels of debt and leverage. With lower debt, SM plans to hedge around 30% of oil and natural gas production. SM has hedged approximately 30% of its expected 2H23 oil production at an average price of approximately $76.20 per barrel (bbl) and approximately 29% of its expected natural gas production for 2H23 at an average price of approximately $4.00 per thousand cubic feet (mcf). Approximately 10% of 2024 expected oil production is hedged at $75.85/bbl and 19% of expected natural gas production is hedged at $3.58/mcf. DERIVATION SUMMARY With 2Q23 average production of 154.4 Mboepd, SM is smaller than DJ-basin peer Civitas Resources, Inc. (BB/Positive; 173.5 Mboepd) and Permian peer Permian Resources (BB-/RWP; 165.9Mboepd), but larger than Permian peers CrownRock, L.P. (BB-/Stable; 140 Mboepd as of 3Q22), Matador Resources Co. (BB-/Stable; 130.7 Mboepd). SM's oil percentage of production at 42% is lower than all of its peers who range from 49% to 58% for 2Q23. Civitas's pro forma production profile is expected to be 270 Mboepd-290 Mboepd and Permian Resources pro forma production profile approximates 300 Mboepd. SM's Fitch-calculated 2Q23 unhedged, unlevered cash netback of $27.71/boe is below that of peers, which range from $29.56/boe for Civitas to $37.17/boe for Matador. SM's netback should improve via continued cost reductions and capital efficiency. Meaningful FCF generation in 2022 and 2023 has supported management's debt reduction plan and leverage metrics between 1.0x-1.5x, which is generally consistent with leverage profiles across the Permian peer group. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer - WTI oil price of $75/bbl in 2023, $70/bbl in 2024, $65/bbl in 2025, and $60/bbl in 2026, and $57/bbl in the long term; - Henry Hub natural gas price of $2.80/mcf in 2023, $3.25/mcf in 2024, $3.00/mcf in 2025 and $2.75 in the long term; - Average production of 150 mboepd in 2023 followed by low- to mid-single-digit growth thereafter; - Capex of $1 billion in 2023 and ranging from $850 million to $950 million thereafter; - Positive FCF through the forecast period with proceeds used for share buybacks; - No material M&A activity. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Production growth resulting in average daily production approaching 175 Mboepd while maintaining inventory and reserve life; - Higher netbacks relative to peers stemming from increased liquids production or lower unit costs. - Mid-cycle EBITDA/leverage sustained below 2.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Change in financial policy or hedging program that leads to debt-funded shareholder distributions; - Material reduction in liquidity or inability to access debt capital markets; - Mid-cycle EBITDA leverage sustained above 2.5x. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity: At 2Q23, SM had $378 million of cash on hand, $2.5 million of letters of credit utilization and no borrowings under the new $1.25 billion credit facility which matures in 2027. SM's new senior secured credit agreement provides for a maximum loan amount of $3.0 billion with a borrowing base of $2.5 billion and elected commitment of $1.25 billion. The credit facility has two financial maintenance covenants: A total funded debt/adjusted EBITDAX ratio that cannot be greater than 3.5x and an adjusted current ratio that cannot be less than 1.0 to 1.0. Fitch does not see any covenant pressure through the rating horizon. Fitch believes liquidity will remain strong through the forecast given the company's modest capital program, improving cost structure and solid hedging program which supports FCF generation. Fitch expects SM will continue its focus on debt repayment until it reaches management's $1.0 billion net debt target. ISSUER PROFILE SM Energy Company (SM) is an independent E&P company that operates in the Midland Basin (48% of reserves at YE 2022) and South Texas, which includes the Eagle Ford and Austin Chalk basins (52%). SM averaged 154.4 Mboepd of production during 2Q23, of which 42% was oil, 18% was natural gas liquids (NGLs), and 40% was gas. Through a series of acquisitions and divestitures, SM transformed from a multi-basin operator to focus on two core areas, with an increasing emphasis on its Austin Chalk acreage. As of Dec. 31, 2022, the SEC PV-10 value of the reserves was $12.2 billion. 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 ----------- ------ -------- ----- SM Energy Company LT IDR BB- Affirmed BB- senior secured LT BB+ Affirmed RR1 BB+ senior unsecured LT BB- Affirmed RR4 BB- SOFT SURROUNDINGS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Soft Surroundings Holdings, LLC and its affiliates. The committee members are: 1. Brookfield Properties Retail Inc. 350 N. Orleans St., Suite 300 Chicago, IL 60654 Representative: Julie Minnick Bowden Phone: (312) 213-9545 Email: julie.bowden@bpretail.com 2. Jiaxing Mengdi Import & Export Co., Ltd. 18th Floor, Longway Plaza Building, No. 960 Chengnan Road Jiaxing, Zhejiang, China Representative: Jiangang (“James”) Ou Phone: (713)970-1066 Email: jou@archerlaw.com 3. Hangzhou Sino-Italy Apparel Co. Ltd 4340 Fulton Ave., Third Floor Sherman Oaks, CA 91423 Representative: Brian Mitteldorf, U.S. Agent Phone: 818-523-6660 Email: blm@cabcollects.com 4. Zhejiang Jiaxin Silk Corp., Ltd. Jiaxin Silk Plaza, No. 588, Zhonghuan Road (West) Jiaxing, Zhejiang, China Representative: Jack Zhu Phone: 86-573-82054909 Email: jack@jxsilk.cn 5. Shanghai Sunwin Industry Group 2/F, No. 17, Lane 688 Hengnan, Mingang District Shanghai, China Representative: Wai Hung IP, Perry Email: perryip@sunwin-sh.com 6. Jiva Designs Pvt Ltd. Plot No. 68/1, Phase-1 DLF Faridabad, Haryana-121003, India Representative: Jitendra Prasad Phone: 91-9810103397 Email: jitendra.prasad@jiva-designs.com 7. Tolani Collection 1621 S. Rancho Santa Fe Rd., Suite B San Marcos, CA 92078 Representative: Rajkumar Tolani Phone: (619) 972-2003 Email: admin@tolanicollection.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 Soft Surroundings Operating under the Soft Surroundings brand, Soft Surroundings Holdings, LLC and its affiliates are a nationwide direct-to-consumer company, selling women's apparel, accessories, beauty products, and home goods. The Debtors' brand is centered around a direct to consumer business, which includes a robust e-commerce marketplace. Soft Surroundings Holdings and its three affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90769) on Sept. 10, 2023, with as much as $50,000 in assets and $50 million to $100 million in liabilities. Curt Kroll, chief restructuring officer, signed the petitions. The Debtors tapped Katten Muchin Rosenman, LLP as general bankruptcy counsel; the Law Office of Liz Freeman as local bankruptcy counsel; and SSG Capital Partners, LLC as investment banker. Stretto, Inc. is the claims agent. SOUTH COAST: Seeks Cash Collateral Access ----------------------------------------- South Coast Holdings, LLC asks the U.S. Bankruptcy Court for the District of Oregon for authority to use cash collateral in accordance with the budget, with a 10% variance. The Debtor requires the use of the rents and cash generated from Debtor's business to pay Debtor's operating expenses. The Debtor proposes to use cash collateral of $209,726 on the terms set forth in the Proposed Interim Order; the Proposed Interim Order includes Debtor's projected operating expense budget from the Petition Date through October 8, 2023. The Debtor further proposes to use cash collateral of $800,327 on the terms set forth in the Proposed Final Order; the Proposed Final Order includes Debtor's projected operating expense budget from the Petition Date through December 31, 2023. The entities that assert an interest in the Debtor's cash collateral are the LCF Group, Inc., AKF Inc. dba FundKite, and WebBank dba Toast Capital. The cash collateral includes, but is not limited to, any uncashed checks made payable to the Debtor and cash collateral in possession of a Lien Creditor, an agent for a Lien Creditor on the Petition Date, or a third-party, including credit card processors and financial institutions. A hearing on the matter is set for October 11, 2023 at 2 p.m. The Debtor proposes to grant creditors a replacement lien on all of the post-petition property of the same nature and kind in which each of them has a pre-petition line or security interest. The replacement liens will have the same relative priority vis-a-vis one another as existed on the petition date with respect to the original liens. A copy of the motion is available at https://urlcurt.com/u?l=3qTONS from PacerMonitor.com. About South Coast Holdings South Coast Holdings, LLC filed Chapter 11 petition (Bankr. D. Ore. Case No. 23-61635) on Sept. 11, 2023, with $500,000 in assets and up to $1 million in liabilities. Dianne Schofield, member, signed the petition. Judge Thomas M. Renn oversees the case. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP serves as the Debtor's legal counsel. SOUTHERN NEW YORK: Hires Orville & McDonald Law as Counsel ---------------------------------------------------------- Southern New York Neurosurgical Group. P.C. seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to employ Orville & McDonald Law, P.C. as its bankruptcy counsel. The firm's services include: a. giving the Debtor legal advice with respect to their powers and duties as Debtor-in Possession in the continued operation of their business and in the management of their property; b. taking necessary action to avoid liens against Debtor's property, remove restraints against Debtor's property and such other actions to remove any encumbrances or liens which are avoidable, which were placed against the property of the Debtor prior to the filing of the Petition instituting this proceeding and at a time when the Debtor was insolvent; c. taking necessary action to enjoin and stay until final decree herein any attempts by secured creditors to enforce liens upon property of the Debtor's in which property Debtor has substantial equity; d. representing Applicant, as Debtor- in-Possession, in any proceedings which may be instituted in this Court by creditors or other parties during the course of this proceeding; e. preparing on behalf of your Applicants, as Debtor-in-Possession, necessary petitions, answers, orders, reports and other legal papers; and f. performing all other legal services for Debtor as Debtor- in- Possession or to employ attorneys for such services. The firm will be paid as follows: Peter A. Orville $350 Zachary D. McDonald $250 Non-lawyer Staff $125 In addition, the firm will seek reimbursement for expenses incurred. The retainer fee is $10,762. As disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter A. Orville, Esq. Zachary D. McDonald, Esq. ORVILLE & MCDONALD LAW, PC 30 Riverside Dr. Binghamton, NY 13905 Tel: (607) 770-1007 Email: peteropc@gmail.com About Southern New York Neurosurgical Group. P.C. Southern New York Neurosurgical Group, P.C. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60654) on Sept. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Peter Alan Orville of Orville & Mcdonald Law, PC represents the Debtor as legal counsel. SUPERTRANSPORT LLC: Hires Krigel & Krigel P.C. as Counsel --------------------------------------------------------- Supertransport, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Krigel & Krigel, P.C. to serve as legal counsel in its Chapter 11 case The firm's services include: a. advise the Debtor with respect to its powers and duties in the continued management and operation of its business; b. attend meetings and negotiating with representatives of creditors and other parties in interest; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against the estate, and objections to claims filed against the estate; d. prepare legal papers; e. negotiate and prosecute all contracts for the sale of the Debtor's assets, plan of reorganization, and all related documents, and taking any action that is necessary for the Debtor to obtain confirmation of the plan; f. appear before the court, the Subchapter V trustee and the Office of the U.S. Trustee; and g. perform all other necessary legal services for the Debtor. The firm will be paid at these rates: Attorneys $350 per hour Paralegals $75 per hour The firm will also receive reimbursement for out-of-pocket expenses incurred. The firm received a retainer of $7,500, and $1,738 as filing fee. Erlene Krigel, Esq., a partner at Krigel & Krigel, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Erlene W. Krigel, Esq. KRIGEL & KRIGEL, P.C. 4520 Main Street, Suite 700 Kansas City, MO 64111 Tel: (816) 756-5800 Fax: (816) 756-1999 Email: ekrigel@krigelandkrigel.com About Supertransport, LLC Supertransport, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Mo. Case No. 23-41241) on September 6, 2023. In the petition signed by Marcus Mueller, member, the Debtor disclosed $660,200 in assets and $1,966,322 in liabilities. Judge Brian T. Fenimore oversees the case. Erlene W. Krigel, Esq., at Krigel & Krigel, PC, represents the Debtor as legal counsel. TRAVIS BRADFORD: Files Emergency Bid to Use Cash Collateral ----------------------------------------------------------- Travis Bradford Seals asks the U.S. Bankruptcy Court for the Middle District of Tennessee for authority to use the cash collateral of Citizens Tri-County Bank on an interim basis. The funds will be used for the ordinary and necessary operating expenses of the business on a daily basis, and other administrative expenses of the case, including professional fees and quarterly fees due to the United States Trustee. As adequate protection, the Debtor proposes to offer a post-petition replacement to Citzens TriCounty Bank to the same extent and priority as the pre-petition lien. A copy of the motion is available at https://urlcurt.com/u?l=lm55lI from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=ipB2hi from PacerMonitor.com. The Debtor projects $473,190 in total revenue and $285,807 in total cost of sales. About Travis Bradford Seals Travis Bradford Seals sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 2:23-bk-03344) on September 14, 2023. In the petition signed by Travis Bradford Seals, the Debtor disclosed up to $10 million in both assets and liabilities. Steven L. Lefkovitz, Esq., at Lefkovitz and Lefkovitz, represents the Debtor as legal counsel. TX LAND: Seeks Cash Collateral Access ------------------------------------- TX Land Buyer, LLC asks the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, for authority to use cash collateral and provide adequate protection. The Debtor intends to use the cash collateral to pay administrative expenses incurred by the Debtor's Bankruptcy Estate, and to pay other ongoing usual and necessary expenses incurred in the day-to-day operation of the practice. The Debtor entered into a financing transaction with Stallion Funding and Housemax Funding the total sum of $1.5 million pursuant to a loan Security Agreement and other loan documents. The Loan and Security Agreement granted a security interest in all of the Debtor's assets. In the event that either Stallion Funding and Housemax Funding fail to consent to the entry of an Order authorizing the use of cash collateral, the Debtor submits that Stallion Funding and Housemax Funding enjoy an equity cushion that constitutes "adequate protection" of their interest in the Collateral because the estimated value of the Collateral exceeds the total amount due on account of the secured claims. As adequate protection, the Secured Creditors will each be granted a replacement lien in all post-petition property of the Debtor, of the same nature, to the same extent, and with the same priority as the lien existing as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=fdjVBC from PacerMonitor.com. About TX Land Buyer, LLC TX Land Buyer, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). In the petition signed by Matthew Schram, owner, the Debtor disclosed $5,625,000 in assets and $4,581,461 in liabilities. Judge Michael M. Parker oversees the case. Heidi McLeod, Esq., at Heidi McLeod Law Office, PLLC, represents the Debtor as legal counsel. TYP MANAGEMENT: Seeks to Hire Paul Reece Marr as Counsel -------------------------------------------------------- TYP Management Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, P.C. to handle its Chapter 11 case. The firm's services include: (a) providing the Debtor with legal advice regarding its powers and duties as a debtor in possession in the continued operation and management of its affairs; (b) preparing on behalf of the Debtor the necessary applications, statements, schedules, lists, answers, orders and other legal papers pursuant to the Bankruptcy Code; and (c) performing all other legal services in the Chapter 11 bankruptcy proceeding for the Debtor which may be reasonably necessary. The firm will charge hourly fees of $425 and $250 for Paul Reece Marr, Esq., and paralegals, respectively. The retainer fee is $12,000. Paul Reece Marr, Esq., a partner at Paul Reece Marr, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Reece Marr, Esq. PAUL REECE MARR, P.C. 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Telephone: (770) 984-2255 Email: paul.marr@marrlegal.com About TYP Management Inc. TYP Management Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-20981) on Sept. 1, 2023, with $100,001 to $500,000 in both assets and liabilities. Paul Reece Marr, Esq., at Paul Reece Marr, PC represents the Debtor as legal counsel. UPTOWN GROUP: Case Summary & Three Unsecured Creditors ------------------------------------------------------ Debtor: Uptown Group Inc 2276A Atlantic Ave Brooklyn, NY 11233 Business Description: Uptown Group is the owner of real property located at 2276A Atlantic Avenue, Brooklyn, NY 11233 valued at $500,000. Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43443 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Charles Wertman, Esq. THE LAW OFFICES OF CHARLES WERTMAN 100 Merrick Road Suite 304W Rockville Centre, NY 11570 Tel: (516) 284-0900 Email: charles@cwertmanlaw.com Total Assets: $500,000 Total Liabilities: $1,100,000 The petition was signed by Ibrahim Mohammed as member. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/G3XSB3A/Uptown_Group_Inc__nyebke-23-43443__0001.0.pdf?mcid=tGE4TAMA VANTAGE TRAVEL: Asset Sale Proceeds to Fund Plan ------------------------------------------------ Vantage Travel Services, Inc., filed with the U.S. Bankruptcy Court for the District of Massachusetts a Disclosure Statement for Liquidating Plan dated September 21, 2023. The Plan is a liquidating plan, and does not contemplate the financial rehabilitation of the Debtor or the continuation of its business. The liquidation of the Debtor's estate has been accomplished principally through a sale of the Debtor's business assets: the Debtor sold those on August 18, 2023 (the "Sale") to Pacific Travel Partners, LLC ("PTP") for (i) $2,000,000 in cash, and (ii) an earnout provision computed on certain revenues generated by PTP over the next five years. In addition, PTP is providing a credit for future travel to the Debtor's customers equal to 100% of those customers' claims against the Debtor. The Plan provides, among other things, for the creation of a creditor trust for the benefit of the Debtor's customers and unsecured trade creditors (the "Creditor Trust"), and the appointment of a liquidating trustee (the "Creditor Trustee") to administer the Creditor Trust assets for the benefit of such creditors. The Plan provides that Stephen Gray, an experienced and highly qualified restructuring professional, will serve as the Creditor Trustee. Chief among the Creditor Trust assets are possible claims and causes of action against third parties, principally avoidance actions arising under Chapter V of the Bankruptcy Code (collectively, the "Estate Causes of Action"). Recoveries from these actions, if any, will be distributed to the Debtor's unsecured trade creditors holding allowed claims against the bankruptcy estate, and corresponding beneficial interests in the Creditor Trust, in the manner set forth in the Plan. The amount of the distributions ultimately paid will depend on the amount of any recoveries from the pursuit of the estate's causes of action and any avoidance actions, the duration of time needed to resolve any such actions, the manner in which unresolved and disputed claims are resolved and allowed, and the magnitude of expenses incurred to implement the Plan and administer the Creditor Trust. The timing and amount of distributions that may be made by the Creditor Trustee cannot be predicted with any certainty as of the date of this Disclosure Statement. Under the Plan, Administrative Claims, Fee Claims and Priority Tax Claims are to be paid in full on the Plan's Effective Date. The Debtor has been paying the expenses of operating the Estate in the ordinary course, and therefore does not expect Administrative Claims will require a material payment on the Effective Date. Additionally, the Debtor has reviewed the Priority Tax Claims filed to date, and does not believe that such Priority Tax Claims will be entitled to material distributions under the Plan. The Plan creates four Classes of Secured Claims, one Class of Priority Non-Tax Claims, and one Class of General Unsecured Claims. The Plan provides for the treatment of each such class of Claims, and specifies whether that treatment leaves the Claims in each class impaired or unimpaired. In addition to Claims, the Plan treats the Interests (e.g., ownership interests) in the Debtor, which are held by the Henry R. Lewis Trust under declaration of trust dated November 24, 2004 (the "HRL Trust"), and the Henry R. Lewis 1998 Irrevocable Trust (the "1998 Trust"). Class Six consists of General Unsecured Creditors. On the Effective Date, each holder of a Class Six Claim will be deemed to hold a pro rata beneficial interest in the Creditor Trust. This Class is impaired. Class Seven consists of Interests in the Debtor held by the HRL Trust and the 1998 Trust. Interests shall be deemed cancelled and terminated, and holders of Class Seven Interests will not receive or retain any property on account of those Interests. This Class is impaired. The purchaser of the Debtor's assets, has agreed to provide a credit to the Debtor's customers (the "Travel Credit") that may be applied to the price of future travel arrangements booked through PTP, including trips operated by its parent Aurora Expeditions. The Travel Credits are being distributed directly by PTP to the Debtor's customers, and their distribution will not be determined in connection with confirmation of the Plan. A full-text copy of the Disclosure Statement dated September 21, 2023 is available at https://urlcurt.com/u?l=SGZhXQ from PacerMonitor.com at no charge. Counsel to the Debtor: Michael J. Goldberg, Esq. A. Davis Whitesell, Esq. Casner & Edwards, LLP 303 Congress Street Boston, MA 02210 Telephone: (617) 426-5900 Email: goldberg@casneredwards.com About Vantage Travel Service 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. VMR CONTRACTORS: Court OKs Cash Collateral Access Thru Oct 2 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized VMR Contractors Inc. to use cash collateral through October 3, 2023, in accordance with the terms of the Order entered March 1, 2023 and the budget. The Court said the Debtor must pay all tardy adequate protection payments due to the U.S. Internal Revenue Service and to Old National Bank by October 2, 2023. As previously reported by the Troubled Company Reporter, several entities may claim an interest in the Debtor's cash collateral. Those potential claimants are: 1. The State of Illinois, which recorded state tax liens on April 28 and June 14, 2022, in the total amount of $32,346. 2. The IRS, which recorded federal tax liens with the Illinois Secretary of State, including a lien dated November 16, 2016, in the amount of $424,956. Other tax liens also have been recorded; the IRS has asserted it is owed $819,234. The Debtor disputes a large portion of this amount, including an obligation from 2015 of $560,027, which appears to be clearly erroneous because it is wholly disproportionate to the Debtor's operations. 3. Old National Bank, whose predecessor, Bridgeview Bank Group, filed on August 1, 2018, a financing statement with the Illinois Secretary of State as document number 023614561. The amount owed to Old National is approximately $160,633 in London, England. A further hearing on the matter is set for October 2 at 10 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=SmcVO4 from PacerMonitor.com. The Debtor projects $151,784 in total income and $150,959 in total expenses for the period ending October 2, 2023. About VMR Contractors VMR Contractors supplies and installs rebar for road construction projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-14211) on December 8, 2022. In the petition signed by Vincent Roberson, its president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin Goldgar oversees the case. William J. Factor, Esq., at Factor Law, is the Debtor's legal counsel. WASTEPLACE LLC: Has Deal on Cash Collateral Access -------------------------------------------------- WastePlace, LLC and William Henry Agency, LLC advised the U.S. Bankruptcy Court for the Western District of Texas, that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The parties agree that the Lender is the holder of the Convertible Promissory Note issued on August 21, 2020 by the Debtor. The Note was amended on January 26, 2022 to increase the principal amount of the Note to $205,732. The security interest granted by the Security Agreement is properly perfected against the Debtor pursuant to a UCC financing statement filed with the Texas Secretary of State as filing #230004570677. As adequate protection, the Debtor grants Lender replacement liens of the same priority to the same extent and in the same collateral as Lender had pre-petition. The Debtor will provide the following information to Lender: (a) Monthly financial reports, consistent with the reporting requirements of the U.S. Trustee during the chapter 11 case; (b) Periodic updates on the company's operations and plan process as reasonably requested by Lender; and (c) Proof of insurance. The Stipulation will terminate upon (i) any confirmation of the Debtor's plan of reorganization which will then control, (ii) the appointment of a trustee or other person pursuant to section 1104 of the Bankruptcy Code, (iii) the conversion of the case to a case under chapter 7 of the Bankruptcy Code, (iv) the dismissal of the case, (v) a material default by the Debtor that is not cured within 3 business days after written notice from the Lender, or (vi) payment in full of the Note, unless extended by the parties in writing. A copy of the stipulation is available at https://urlcurt.com/u?l=7JNHe9 from PacerMonitor.com. About WastePlace, LLC WastePlace, LLC s a waste and recycling marketplace that connects customers to thousands of waste management service providers. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10768) on September 18, 2023. In the petition signed by Gary LaBreck, chief executive officer, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Justin M. Mertz, Esq., at Michael Best & Friedrich LLP, represents the Debtor as legal counsel. WHEELS UP: Finalizes $500M Credit Agreement With Delta, 3 Others ---------------------------------------------------------------- Wheels Up Experience announced that it has closed the investment by Delta Air Lines, Certares Management LLC, Knighthead Capital Management LLC and Cox Enterprises. The new investment structure includes an agreement for a $500 million credit facility to Wheels Up, with funds contributed by Delta and CK Wheels LLC, which is co-managed by affiliates of Certares and Knighthead, and Cox. The announcement follows the selection of George Mattson as the company's new CEO. "This investment represents both an important source of capital for Wheels Up to support our strategy for financial stability, future profitability and long-term growth on behalf of our members and customers, as well a vote of confidence in our path forward from a group of investors with deep experience in the premium travel space," Mattson said. "We look forward to working closely with Delta and our other investors to deliver best-in-class operating performance and an exceptional customer experience which, as we deepen our commercial partnership, will also enable us to provide a one-of-a-kind seamless connection between private and premium commercial travel." "Wheels Up is an integral part of Delta's portfolio of premium partners, and this deep relationship offers a significant opportunity to deliver compelling benefits to our customers that are unique in the travel space," said Dan Janki, Wheels Up Chairman and Delta's chief financial officer. "This investment and new leadership puts Wheels Up on a strong path to future success." The credit facility is comprised of a $350 million term loan funded at closing from Delta, CK Wheels LLC and Cox and a $100 million revolving credit facility from Delta. The terms of the credit agreement permit a new lender to provide a $50 million term loan after the closing date, as approved by Delta, Certares, Knighthead and Cox, and it is anticipated this additional funding will close in the near term. In connection with the closing of the credit facility, the lenders will initially receive newly issued Wheels Up common stock representing 80% of the company's outstanding equity as of the closing of the credit facility, on a fully diluted basis. After approval by Wheels Up's stockholders of an amendment to its certificate of incorporation, the company will issue to the lenders additional new shares such that the lenders will own 95% of the company's outstanding equity as of the closing of the credit facility, on a fully diluted basis. Wheels Up also announced a new structure for its Board of Directors. Under the new structure, Delta Air Lines will appoint four directors, Certares and Knighthead each will appoint two directors, and Cox will appoint one director. In addition, one company executive will join the Board and two independent directors are expected to remain from the previous Board The parties were assisted in the transaction by a number of strategic advisors, including: Davis Polk, Jefferies LLC, Kirkland & Ellis and PJT Partners. About Wheels Up Headquartered in New York, Wheels Up is a provider of on-demand private aviation in the U.S. and one of the largest private aviation companies in the world. Wheels Up offers a complete global aviation solution with a large, modern and diverse fleet, backed by an uncompromising commitment to safety and service. Customers can access membership programs, charter, aircraft management services and whole aircraft sales, as well as unique commercial travel benefits through a strategic partnership with Delta Air Lines. Wheels Up also offers freight, safety and security solutions and managed services to individuals, industry, government and civil organizations. Wheels Up reported a net loss of $555.55 million in 2022, a net loss of $197.23 million in 2021, and a net loss of $85.40 million in 2020. Wheels Up said in its Form 10-Q for the period ended June 30, 2023, that "The Company had cash and cash equivalents of $151.8 million and a working capital deficit of $720.8 million as of June 30, 2023. Net cash used in operating activities was $411.7 million for the six months ended June 30, 2023, and the Company has experienced recurring losses from operations for the six months ended June 30, 2023. Further, the Company's Note Purchase Agreement and the Indentures...and related guarantees contain a liquidity covenant that requires the Company to maintain minimum Adjusted Available Liquidity of $125.0 million as of the end of each fiscal quarter, and the Company's Letter Agreement contains a liquidity covenant that requires the Company (excluding Air Partner Limited and its subsidiaries) to maintain available cash of at least $5.0 million on any date...These conditions, as well as current cash and liquidity projections, raise substantial doubt about our ability to continue as a going concern for any meaningful period of time after the date of this filing." WICKAPOGUE 1: Oct. 25 Plan Confirmation Hearing Set --------------------------------------------------- Wickapogue 1, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of New York a motion to conditionally approve Disclosure Statement. On September 19, 2023, Judge Robert E. Grossman granted the motion and ordered that: * The Disclosure Statement is approved for dissemination to Creditors. * October 18, 2023 at 4:00 p.m. is fixed as the last day for submitting written acceptances or rejections to the Plan. * October 25, 2023, at 10:30 a.m., in 290 Federal Plaza, Central Islip, NY 11722, Courtroom 860 is fixed for the hearing on confirmation of the Plan. * October 18, 2023, at 4:00 p.m., is fixed as the last day for filing and serving written objections to final approval of the Disclosure Statement and to Confirmation of the Plan. A copy of the order dated September 19, 2023 is available at https://urlcurt.com/u?l=Ac1FVN from PacerMonitor.com at no charge. Counsel to the Debtor: Jason Nagi, Esq. Offit Kurman, P.A. 590 Madison Avenue, 6th Floor New York, NY 10016 Tel: (929) 476-0041 Fax: (212) 545-1656 Email: Jason.Nagi@offitkurman.com About Wickapogue 1 Wickapogue 1, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-71048) on March 28, 2023, with $10 million to $50 million in both assets and liabilities. David Goldwasser, chief restructuring officer of Wickapogue 1, signed the petition. Judge Robert E. Grossman oversees the case. Jason A. Nagi, Esq., at Offit Kurman, P.A., is the Debtor's counsel. WRASER LLC: Case Summary & 17 Unsecured Creditors ------------------------------------------------- Debtor: WraSer, LLC 119 Marketridge Dr. Suite C/D Ridgeland, MS 39157 Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04253 Debtor's Counsel: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Email: sberman@shumaker.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Greg Stokes as CEO. A copy of the Debtor's list of 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N5JBZ4I/WraSer_LLC__flmbke-23-04253__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NSYDLYQ/WraSer_LLC__flmbke-23-04253__0001.0.pdf?mcid=tGE4TAMA XSPIRE PHARMA: Case Summary & Nine Unsecured Creditors ------------------------------------------------------ Debtor: Xspire Pharma, LLC 119 Marketridge Dr. Suite C/D Ridgeland, MS 39157 Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-04254 Judge: Hon. Roberta A. Colton Debtor's Counsel: Steven M. Berman, Esq. SHUMAKER, LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Email: sberman@shumaker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Greg Stokes as CEO. A copy of the Debtor's list of nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R5LPWAY/Xspire_Pharma_LLC__flmbke-23-04254__0001.1.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RQYEGCQ/Xspire_Pharma_LLC__flmbke-23-04254__0001.0.pdf?mcid=tGE4TAMA YAK TIMBER: Hires Dorsey & Whitney as Special Counsel ----------------------------------------------------- Yak Timber Inc. seeks approval from the U.S. Bankruptcy Court for the District of Alaska to employ Dorsey & Whitney LLP as special counsel. The firm will assist the Debtor with cash collateral issues, including appearances for the Debtor cash collateral hearing. The firm will be paid at these rates: Michael R. Mills, Primary Attorney $595 per hour Jon B. Evans, Assistant $465 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael R. Mills, Esq., a partner at Dorsey & Whitney LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael R. Mills, Esq. DORSEY & WHITNEY LLP 1031 W 4th Avenue, Suite 600 Anchorage, AK 99501-5907 Telephone: (907) 276-4557 Facsimile: (907) 276-4152 Email: mills.mike@dorsey.com About Yak Timber Yak Timber Inc., a timber company in Yakutat, Alaska, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00080) on May 11, 2023. In the petition signed by its chief executive officer, Marvin Adams, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Terry P. Draeger, Esq., at Beaty & Draeger, Ltd., is the Debtor's legal counsel. YC RIVERGOLD: Court OKs Continued Cash Collateral Access -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Alaska authorized YC Rivergold Hotel, LLC to continue using cash collateral on an interim basis in accordance with the Second Interim Order as amended. As previously reported by the Troubled Company Reporter, public records reflect that (i) real property and UCC liens and security interests have been filed and recorded against the Debtor's real and personal property by Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of UBS Commercial Mortgage Trust 2018-C14, Commercial Mortgage Pass Through Certificates, Series 2018-C14, as successor in interest to UBS AG, and (ii) a UCC security interest has been filed against the Debtor's personal property by the United States Small Business Administration. The court ruled that the Debtor's obligation to provide weekly budget and budget-to-actual reporting will be relaxed to reporting every other week. The Debtor will commence monthly adequate protection payments of $58,000 by September 26, 2023, per and subject to the agreement on the record at the September 12 settlement conference. A further hearing on the matter is set for December 6, 2023 at 1:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=kGDnH7 from PacerMonitor.com. About YC Rivergold Hotel LLC YC Rivergold Hotel LLC is part of the traveler accommodation industry. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Alaska Case No. 23-00072) on April 29, 2023. In the petition signed by Baldev Johal, special bankruptcy officer of YC Rivergold Holtel, LLC and managing member of YC Rivergold Hotel MM, LLC, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Gary Spraker oversees the case. Austin K. Barron, Esq., at Step Two Law, represents the Debtor as legal counsel. Wells Fargo, as lender, is represented by LANE POWELL LLC, POLSINELLI PC, and Agentis PLLC. [*] Bissinger's John Strasburger Named in Leading Litigators List ----------------------------------------------------------------- Four attorneys from the Houston-based trial firm Bissinger, Oshman, Williams & Strasburger LLP have been selected to the 2024 Lawdragon 500 Leading Litigators in America, an elite legal guide honoring the "advisors you want to send into battle." Partner John Strasburger was chosen based upon his commercial litigation, bankruptcy litigation and mass tort/class action defense work. Partners David Bissinger and Jason Williams and associate Erin Bullard were recognized for their successful commercial litigation practices. Attorneys were selected to the legal guide based on peer nominations and editorial vetting. Lawdragon says honorees are the legal advisors most trusted by corporations and other corporate entities to represent them in their most crucial litigation matters. Mr. Bissinger represents clients nationwide in litigation related to energy and technology matters, trade secrets, non-competes, executive compensation, corporate fiduciary and governance, banking, commercial real estate, securities arbitrations and investigations, and catastrophic tort and policyholder litigation. Mr. Williams represents clients in disputes involving energy trading and marketing, commercial real estate, construction, finance and banking on a wide range of matters, mergers and acquisitions, trade secrets, non-competes, executive compensation, corporate fiduciary and governance matters, and securities litigation. Mr. Strasburger has represented some of the world's largest companies, mid-market companies and high net worth individuals in complex commercial disputes involving private equity, trade secrets and employment covenants and trading and supply-contract matters. His practice also includes corporate-governance matters. Ms. Bullard represents corporate clients and individuals in a wide range of complex civil litigation matters, including claims of breach of fiduciary duty, breach of contract, aiding and abetting, fraudulent transfer and negligence. Earlier this year, she also was named to the inaugural Lawdragon 500 X -- The Next Generation listing, which honors the top tier of young attorneys who are helping to define the future of the legal profession. For more information on the 2024 Lawdragon 500 Leading Litigators in America list: https://www.lawdragon.com/guides/2023-09-08-the-2024-lawdragon-500-leading-litigators-in-america. About Bissinger, Oshman, Williams & Strasburger Bissinger, Oshman, Williams & Strasburger LLP is a Houston-based business trial and transaction firm focused on providing impactful, cost-effective solutions to complex disputes and transactions requiring careful attention, extensive experience and a high level of sophistication. [*] Number of Large Corporate Bankruptcies Up in First Half 2023 ---------------------------------------------------------------- The increase in large corporate bankruptcies in the first half of 2023 marked a reversal from a gradual decline in filings since the start of 2021, according to a report released on Sept. 26 by Cornerstone Research. The report, Trends in Large Corporate Bankruptcy and Financial Distress—Midyear 2023 Update, found that the number of bankruptcies filed by public and private companies with over $100 million in assets increased during the first half of 2023 to 72 filings, already surpassing the 53 bankruptcy filings in 2022. While the number of bankruptcies increased, the average assets at the time of filing, $780 million, were well below the 2005–2022 average of $2.05 billion and the 2022 average of $1.62 billion. Retail Trade, Services, and Manufacturing saw the most notable increases in bankruptcy filings in the first half of the year, while Mining, Oil, and Gas continued to decline. Manufacturing has already seen nearly twice as many bankruptcies as in the previous year (24 filings in 1H 2023 compared to 13 in 2022) and accounted for 33% of all bankruptcies filed in the first half of 2023. "The surge in large corporate bankruptcy filings in the first half of 2023 is consistent with economic conditions posing heightened bankruptcy risk for highly leveraged companies," said Matt Osborn, a principal at Cornerstone Research and coauthor of the report. "Along with a general rise in interest rates, credit spreads for highly leveraged corporate issuers compared to investment grade issuers began widening in mid-2022, a shift that generally persisted into the first half of 2023." The number of mega bankruptcies, those filed by companies with over $1 billion in reported assets, also increased. In the first half of 2023, the number of mega bankruptcies already matched the full-year total for 2022 of 16 and surpassed the 2005–2022 half-year average of 11. The largest bankruptcy was filed by SVB Financial Group, with $19.68 billion in assets at the time of filing. The largest non-financial-firm bankruptcy filing was by Bed Bath & Beyond Inc., with $4.40 billion in assets at the time of filing. Six mega bankruptcies were filed by companies in the Services industry. Additional Statistics and Trends * The first half of 2023 saw an average of 12 bankruptcies per month, nearly twice the monthly average between 2005 and 2022 of 6.4. * The average assets at the time of filing among the largest 20 bankruptcies in the first half of 2023 ($2.32 billion) were 41% lower than that of the 20 largest in 2022 ($3.95 billion). * The most common venues for bankruptcy filings were Delaware and the Southern District of Texas, which accounted for 39% and 32% of all bankruptcy filings in 1H 2023, respectively. * The second half of 2022 saw a large number of corporate bankruptcies involving crypto lending companies, exchanges, and related businesses, with such bankruptcy filings continuing in the first half of 2023. About Cornerstone Research Cornerstone Research provides economic and financial consulting and expert testimony in all phases of litigation and regulatory matters. The firm supports clients with rigorous, objective analysis. Working with an extensive network of leading academics, former regulators, and industry specialists, Cornerstone Research identifies the most qualified experts for every case. Founded in 1989, Cornerstone Research has always been guided by its core values: commitment to clients, experts, and staff, and to delivering consistently high-quality service. The firm has over 800 staff and offices in Boston, Chicago, London, Los Angeles, New York, San Francisco, Silicon Valley, and Washington. [*] Sherwood Partners Launches Sherwood Advisory Services --------------------------------------------------------- Sherwood Partners on Sept. 26, 2023 announced the launch of Sherwood Advisory Services, a new advisory group that leverages the strength of Sherwood Partners' platform to deliver tailored turnaround and restructuring solutions to middle market companies. Sherwood Advisory Services will be led by Spencer Ware, a seasoned turnaround and restructuring professional, who brings over two decades of experience from AlixPartners, Zolfo Cooper, and Riveron to lead this new group. Martin Pichinson and Michael Maidy, Co-Founders of Sherwood Partners said, "We are very excited to have Spencer lead our new Sherwood Advisory Services group. He epitomizes the deeply experienced restructuring expert we have been looking for to start this group -- one who can identify patterns, think both strategically and tactically, and find creative, value-maximizing solutions for his clients. We are confident he is the dynamic leader needed to lead and grow Sherwood Advisory Services." "I am thrilled to launch Sherwood Advisory Services and bring together Sherwood's stellar reputation in the market with my twenty years of restructuring experience," said Mr. Ware. "Navigating the current macroeconomic environment is more complex than ever. With inflation, rising interest rates, technological disruption, geopolitical conflict, the issues facing companies are numerous and expanding. These vectors of change will continue to accelerate, and best-in-class solutions for navigating this evolving environment is of paramount importance for companies of all sizes. We see a huge opportunity to bring differentiated and customized solutions to the middle market to address these challenges, and our senior team will support clients with bespoke solutions that align with their priorities and objectives. I look forward to building on, and expanding, Sherwood Partners' long-track record of partnering with companies and their stakeholders to maximize value in complicated situations." Before launching Sherwood Advisory Services, Mr. Ware was a Managing Director in Riveron's Restructuring and Turnaround Services practice and the firm's Retail Practice Leader. Before joining Riveron, he spent nearly two decades at AlixPartners and one of its predecessor firms, Zolfo Cooper. Mr. Ware is a Certified Turnaround Professional and a Certified Insolvency & Restructuring Advisor. He has been recognized by the M&A Advisor as the "2022 Turnaround Consultant of the year", by the American Bankruptcy Institute on their 40 Under 40 list and received leadership awards from the New York Institute of Credit and the M&A Advisor. Mr. Ware holds a Bachelor of Arts in Economics from Haverford College and attended the London School of Economics. About Sherwood Advisory Services Sherwood Advisory Services is a middle market advisory division built on the Sherwood Partners platform, which is known for helping clients maximize value in complex situations for over 30 years. The new group will focus on company and creditor side financial advisory mandates within turnaround and restructuring including interim management roles, and assisting middle market corporations and their stakeholders manage liquidity challenges, enhance operations, maximize recoveries, and navigate chapter proceedings. ********* 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 ***