/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230928.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 28, 2023, Vol. 27, No. 270 Headlines 100 CHRISTOPHER: Case Summary & 12 Unsecured Creditors 2510 OCEAN: Case Summary & One Unsecured Creditor 40 & HOLDING: Court OKs Interim Cash Collateral Access 6 to 9 DENTAL: Seeks to Hire La Reddola Lester as New York Counsel ACUSHNET HOLDINGS: S&P Assigns 'BB' ICR, Outlook Stable AGELESS SERUMS: Updates Priority Unsecured Claims; Amends Plan ALASKA AIR: Egan-Jones Retains B+ Senior Unsecured Ratings ALL STAR GLASS: Case Summary & 20 Largest Unsecured Creditors AMERICAN PHYSICIAN: Court OKs Interim Cash Collateral Access AMERICAN PHYSICIAN: Creditors to Get Proceeds From Liquidation AMERICAN TRANSPORT: Taps Noah R. Friend Law Firm as Counsel AMERITEX HOLDCO: S&P Assigns 'B' ICR, Outlook Stable AMYRIS INC: Seeks to Hire Shearman & Sterling as Special Counsel ANTIGUA INVESTMENTS: Seeks Cash Collateral Access ARAMSCO INC: S&P Assigns 'B-' ICR on Leveraged Buyout ARDELYX INC: Japanese Partner Gets NDA Approval for Tenapanor AUDACY INC: Incurs $125.8 Million Net Loss in Second Quarter BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings BENNETT MINERAL: Court OKs Deal Cash Collateral Access BEVERLY COMMUNITY: Seeks to Extend Plan Acceptance to Feb. 14, 2024 BLACKBERRY LIMITED: Egan-Jones Retains CCC Sr. Unsecured Ratings BLUEKEY CONSTRUCTION: Gets OK to Hire Geeslin Group as Accountant BOEING COMPANY: Egan-Jones Retains B+ Senior Unsecured Ratings BOSTON SCIENTIFIC: Egan-Jones Retains BB+ Senior Unsecured Ratings BOXED INC: Exclusivity Period Extended to October 29 BPI SPORTS: Court OKs Deal on Cash Collateral Access Thru Nov 2 BRAND MARINADE: Court OKs Cash Collateral Access Thru Oct 31 BRIDLE PATH: Brian Rothschild Named Subchapter V Trustee BRIDLE PATH: Seeks to Hire Diaz & Larsen as Legal Counsel CACTUSRV.COM LLC: Court OKs Interim Cash Collateral Access CANDY CLUB: Court OKs $2MM DIP Loan from Industrial Funding CANOO INC: Signs $15M Securities Purchase Agreement With YA II PN CARNIVAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings CHALLENGER BRASS: Unsecureds to Split $60K via Quarterly Payments CITIGROUP 2016-P5: Fitch Cuts Rating on Class E Notes to B-sf CLAUSEN OYSTERS: Court OKs Cash Collateral Access Thru Sept 29 COMMUTER ADVERTISING: Court OKs Cash Collateral Access Thru Oct 23 CONNEXA SPORTS: Gets Additional Noncompliance Notice From Nasdaq CONNEXA SPORTS: Posts $71.2 Million Net Loss in FY Ended April 30 CONTAINER STORE: S&P Alters Outlook to Negative, Affirms 'B' ICR CONTINENTAL AMERICAN: Seeks Cash Collateral Access CYTODYN INC: Macias Gini Won't Stand For Reelection as Auditor CYXTERA TECHNOLOGIES: Unsecureds Will Get 9.6% to 10.8% in Plan DAWG'S SPORTS: Hires Steidl and Steinberg as Legal Counsel DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings DELTA WHOLESALE: Gets OK to Hire George Jacobs as Attorney DEPETRIS FAMILY: Court OKs Cash Collateral Access Thru Nov 20 DFREH 1436: Seeks to Sell NJ Property for $301,000 DIAMOND ELITE: Seeks to Hire Affinium Security Protection DIXON TOWN HOMES: Court OKs Deal on Cash Collateral Access DURANGO RV: Mark Dennis of SL Biggs Named Subchapter V Trustee DXP ENTERPRISES: S&P Rates New $550MM Senior Secured Term Loan 'B' ELENAROSE CAPITAL: Hires Kroger Gardis & Regas as Legal Counsel EMPIRE COMMUNITIES: S&P Alters Outlook to Stable, Affirms 'B-' ICR EMPIRE RESORTS: Fitch Puts 'B' LongTerm IDR on Watch Negative ENERPAC TOOL: Egan-Jones Retains BB+ Senior Unsecured Ratings ESCO LTD: Amends Plan; Confirmation Hearing Nov. 15 EVENT PROMOTION: Wins Cash Collateral Access Thru Nov 10 FANJOY CO: Court OKs Cash Collateral Access Thru Dec 31 FARADAY FUTURE: FFVV Agrees to Buy $20M New Notes in Installments FIRSTENERGY CORP: Egan-Jones Retains BB Senior Unsecured Ratings FORD MOTOR: Egan-Jones Retains B+ Senior Unsecured Ratings FOX SUBACUTE: Affiliates Win Cash Collateral Access Thru Nov 18 FRIENDSHIP VILLAGE: Fitch Affirms 'BB+' IDR, Outlook Stable GBC EXPRESS: Case Summary & 20 Largest Unsecured Creditors GEN DIGITAL: Egan-Jones Retains BB Senior Unsecured Ratings GENERAL ELECTRIC: Egan-Jones Retains BB+ Senior Unsecured Ratings GENESYS CLOUD: S&P Upgrades ICR to 'B' on Rapid Deleveraging GIP III STETSON: S&P Affirms 'B-' Rating on Term Loan B Extension GLOBAL PROCESSING: Hires Oertli & Pleschourt as Tax Accountant GOLDRICH MINING: Incurs $419K Net Loss in First Quarter GOODLIFE PHYSICAL: Court OKs Deal on Cash Collateral Access GREENBRIER COMPANY: Egan-Jones Retains BB- Sr. Unsecured Ratings GREENIDGE GENERATION: Posts $10 Million Net Loss in Second Quarter GREENIDGE GENERATION: Two Proposals Passed at Annual Meeting GUARDIAN BASEBALL: Seeks Cash Collateral Access on Final Basis HARTMAN SPE: U.S. Trustee Appoints Creditors' Committee HCA INC: Egan-Jones Retains BB+ Senior Unsecured Ratings HEART HEATING: Seeks to Hire Converge Financial as Accountant HELIX ENERGY: Egan-Jones Retains CCC+ Senior Unsecured Ratings HEXCEL CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings HIGH VALLEY: Case Summary & Largest Unsecured Creditors HOG FATHER'S: Hires Steidl and Steinberg as Bankruptcy Counsel HOLY GROUND: Unsecureds Will Get 59% of Claims in 5 Years HORIZON KIDZ: Brian Shapiro Named Subchapter V Trustee HOT'Z POWER: Court OKs Access to Add'l $15,000 of Cash Collateral IRIDIUM COMMUNICATIONS: Egan-Jones Retains B- Sr. Unsec. Ratings JACON LLC: Wins Cash Collateral Access Thru Oct 3 JETASAP LLC: Court OKs $50,000 DIP Loan from GVI KB HOME: Egan-Jones Retains BB Senior Unsecured Ratings KELHAM VINEYARD: Court Okays Appointment of Chapter 11 Trustee KENT SEITZ: Unsecureds to Get Share of Income for 5 Years KINGDOM CONCEPTS: Wins Interim Cash Collateral Access KOFFLER PROPERTIES: Voluntary Chapter 11 Case Summary KPG REVENUE: Seeks to Sell Assets to RevBridge for $125,000 LAKEVILLE FARMS: Gets OK to Hire Goldstein Bershad as Attorney LITTLE MANUEL'S: Court OKs Interim Cash Collateral Access LITTLE MANUEL'S: Gina Klump Named Subchapter V Trustee LUCENA DAIRY: Seeks Approval to Hire C. Conde & Assoc. as Counsel MALACHITE INNOVATIONS: Closes Purchase of Third Reclamation Biz MALLINCKRODT PLC: $250MM DIP Loan from Acquiom and Seaport OK'd MANNINGTON MILLS: S&P Downgrades ICR to 'B' on Elevated Leverage MATREIYA TRANS: Contribution & Continued Operations to Fund Plan MERRILL PROPERTIES: Seeks to Sell Empty Warehouse for $140,000 METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings METROPLEX RECOVERY: Court OKs Interim Cash Collateral Access METROPLEX RECOVERY: Seeks to Hire Lee Law Firm as Legal Counsel MIDWEST DOUGH: Seeks to Hire Lentz Law PC as Bankruptcy Counsel MILE HI TRANSPORTATION: Seeks to Hire Kutner Brinen as Attorney MILLER'S QUALITY: Has Until Nov. 14 to File Plan and Disclosures MSS INC: Has Until Nov. 27 to File Plan and Disclosures MUZIK INC: Case Summary & 20 Largest Unsecured Creditors MXP OPERATING: Files Emergency Bid to Use Cash Collateral NABOR GARAGE: Seeks to Hire Jones & Walden as Legal Counsel NEST GLOBAL: Voluntary Chapter 11 Case Summary NEW HORIZON RE: Mark Schlant Named Subchapter V Trustee OIL STATES: Egan-Jones Retains CCC+ Senior Unsecured Ratings ONORATI CONSTRUCTION: Unsecureds to Split $48K over 60 Months ORETEST INTERNATIONAL: Joseph Cotterman Named Subchapter V Trustee OVERSEAS SHIPHOLDING: Egan-Jones Retains B- Sr. Unsecured Ratings PBF ENERGY: Egan-Jones Retains BB- Senior Unsecured Ratings PENN ENGINEERING: S&P Withdraws 'B+' Issuer Credit Rating PENN ENTERTAINMENT: Egan-Jones Retains B- Senior Unsecured Ratings PHOENIX TELECOM: Seeks to Hire MarineMax East as Broker PIER 1 IMPORTS: Egan-Jones Retains BB Senior Unsecured Ratings PLASTIQ INC: Seeks to Extend Plan Exclusivity to December 20 PRIZE MANAGEMENT: Court OKs Interim Cash Collateral Access PROJECT BOOST: S&P Affirms 'B-' ICR, Outlook Stable PROSPERITAS LEADERSHIP: Unsecureds to Get $4,500 in Consensual Plan QUICK TUBE: Wins Cash Collateral Access R L BURNS: Court OKs Cash Collateral Access Thru Nov 7 RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings RED INTERMEDIATECO: S&P Alters Outlook to Stable, Affirms 'B-' ICR RETAILING ENTERPRISES: Unsecureds Will Get 8.2% of Claims in Plan RITE AID: Egan-Jones Retains CCC- Senior Unsecured Ratings ROBBIN'S NEST: Court Orders Amendments to Disc. Statement ROCK RIDGE: Sets Nov. 2 Plan Confirmation Hearing SCRANTON-LACKAWANNA Health: S&P Withdraws 'CCC-' Bonds Rating SDS COLCON: Involuntary Chapter 11 Case Summary SEAICH CARD: Trustee Hires McKay Burton & Thurman as Counsel SECURED COMMUNICATIONS: Wins Cash Access, $550,000 DIP Loan SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsecured Ratings SIGNIA LTD: Case Summary & 20 Largest Unsecured Creditors SITIO ROYALTIES: S&P Assigns 'B' ICR, Outlook Stable SPIRIT AIRLINES: Egan-Jones Retains CCC+ Senior Unsecured Ratings SPRING EDUCATION: S&P Rates New $85MM Sec. 1st-Lien Term Loan 'B-' SPRINGFIELD MEDICAL: Hires Berger Fischoff as Legal Counsel SSG LLC: Seeks Approval to Hire Jones & Walden as Legal Counsel STANADYNE LLC: Unsecureds Will Get Up to 10.6% in Committee's Plan STEEPOLOGIE LLC: Seeks to Hire Barron & Newburger as Counsel STRUCTURLAM MASS: Seeks to Extend Plan Exclusivity to November 17 SYSCO CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings SYSTEM1 INC: Unit Signs $5.2M Promissory Note With General Manager TD SYNNEX CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings THEVELIA (US): S&P Withdraws 'B+' Rating on First-Lien Term Loans THREE NICKELS: Seeks to Extend Plan Exclusivity to November 22 TITAN INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsecured Ratings TRANSOCEAN LTD: S&P Upgrades ICR to 'CCC+' on Improved Demand TRIGGER TIME: Seeks to Hire Craig M. Geno PLLC as Legal Counsel TTM TECHNOLOGIES: Egan-Jones Retains B+ Senior Unsecured Ratings TYSON FAMILY: Committee Seeks to Hire Northen Blue as Attorney U.S. RENAL CARE: S&P Upgrades ICR to 'CCC+' on Distressed Exchange UAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings UNITED BRANDS PRODUCTS: Mark Sharf Named Subchapter V Trustee UNITED SAFETY: Unsecureds to Get Share of Income for 3 Years UNTITLED-1 COPYRIGHT: Hambleton IP Property Up for Sale on Nov. 16 US SILICA: Egan-Jones Hikes Senior Unsecured Ratings to B USUGA MANAGEMENT: Oct. 24 Hearing on Disclosure Statement VITAL PHARMACEUTICALS: Unsecureds to Get At Least 1% in Plan W.R. GRACE: S&P Cuts Issuer Credit Rating to 'B-', Outlook Stable WESTERN GLOBAL: Seeks Approval of Disclosure Statement WICKAPOGUE 1: Plan Proposes Sale of Property WINCHESTER REAL: Has $5.4-Mil. Deal to Sell Assets to Embry WINESTEAD LLC: Unsecureds to Get Full Payment in 72 Months WYNN RESORTS: Egan-Jones Retains CCC+ Senior Unsecured Ratings XEROX CORP: Egan-Jones Retains B+ Senior Unsecured Ratings [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 100 CHRISTOPHER: Case Summary & 12 Unsecured Creditors ------------------------------------------------------ Debtor: 100 Christopher Street Propco LLC 100 Christopher St. New York, NY 10011 Business Description: 100 Christopher Street is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner of real property located at 100 Christopher Street, New York, valued at $30.02 million. Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Southern District of New York Case No.: 23-11542 Judge: Hon. Philip Bentley Debtor's Counsel: Mark Frankel, Esq. BACKENROTH FRANKEL & KRINSKY, LLP 488 Madison Avenue New York, NY 10022 Tel: (212) 593-1100 Fax: (212) 644-0544 Email: mfrankel@bfklaw.com Total Assets: $30,020,000 Total Liabilities: $20,188,718 The petition was signed by Patrick McCann as vice president. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MBYQXRI/100_Christopher_Street_Propco__nysbke-23-11542__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 12 Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Approved Energy II, LLC $1,396 6717 4th Ave Brooklyn, NY 11220 2. Con Edison $624 Jaf Station POB 1702 New York, NY 10116 3. Jaspan Schlesinger LLP $10,013 300 Garden City Plaza 5th Floor Attn: Antonia Donohue Garden City, NY 11530 4. JTE Electrical Services $31,160 559 Kipp Street Teaneck, NJ 07666 5. Kassin Sabbagh Realty $30,143 1385 Broadway, 22nd Floor NY 11018 6. L'Industrie WV LLC $125,000 254 S 2nd St Brooklyn, NY 11211 7. Marquis Plumbing & $921 Heating Co Inc 243-47 Merrick Blvd Rosedale, NY 11422 8. MetroCom Security, Inc. $381 235 Amherst Street Brooklyn, NY 11235 9. MMPC $272 3927 29th Street Long Island City, NY 11101 10. OTL Enterprises LLC $9,602 58 Thomas Street New York, NY 10013 11. Talea Beer Inc. $100,000 87 Richardson St Brooklyn, NY 11211 12. Tang Studio $2,250 Architect LLC 14-52 College Point Blvd College Point, NY 11356 2510 OCEAN: Case Summary & One Unsecured Creditor ------------------------------------------------- Debtor: 2510 Ocean LLC 3523 Farrington Street Flushing, NY 11354 Business Description: 2510 Ocean is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43471 Debtor's Counsel: John Lehr, Esq. JOHN LEHR, P.C. 1979 Marcus Avenue, Suite 210 New Hyde Park, NY 11042 Tel: 516-200-3523 Fax: 516-224-9201 Email: jlehr@johnlehrpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Danny Wu as president. The Debtor listed NYC Environmental Control as its sole unsecured creditor holding a claim of $4,252. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TMYLRQA/2510_Ocean_LLC__nyebke-23-43471__0001.0.pdf?mcid=tGE4TAMA 40 & HOLDING: Court OKs Interim Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized 40 & Holding LLC, d/b/a/ The London Bridge Pub, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor needs to use the funds in the bank account to continue normal operations and maintain its going concern value. The Debtor has represented that a UCC search at the North Carolina Secretary of State's web portal revealed the following UCC-1 filings which may reflect perfected liens on cash collateral: a. File # 20180090175E recorded August 30, 2018, in favor of CresCom Bank, ATTN: Loan Processing, 220 Creekside Drive, Washington, NC 27889; b. File # 20200012154J recorded February 4, 2020, in favor of U.S. Foods, Inc., 1500 NC Highway 39, Zebulon, NC 27597; c. File # 20200050796B recorded May 6, 2020, in favor of U.S. Small Business Administration, 2 North Street, Suite 320, Birmingham, AL 35203; d. File # 20220140275G recorded October 15, 2022, in favor of Financial Agent Services, P.O. Box 2576, Springfield, IL 62708; and e. File # 20230068402J recorded against 40 & HOLDING LLC on May 30, 2023, in favor of CT Corporation System, as representative, 330 N Brand Blvd, Suite 700, ATTN: SPRS, Glendale, CA 91203. As adequate protection, and to the extent that cash collateral is used, the Potential Secured Creditors will receive a post-petition lien on the Debtor's cash and inventory 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. The next hearing on the matter is October 16 at 2 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=2oz84G from PacerMonitor.com. The Debtor projects $75,000 in total income and $80,359 in total expenses for 30 days. About 40 & Holding LLC 40 & Holding LLC is a pub serving food, beverages, and alcoholic beverages, located in downtown Raleigh. London Bridge also hosts special events in the pub, such as open mic nights, DJ performances, karaoke, and broadcasts soccer games for its clientele. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01637) on June 13, 2023. In the petition signed by Michael A. Ruiz, owner/member, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Joseph N. Callaway oversees the case. Kathleen O'Malley, Esq., at Stevens Martin Vaughn & Tadych, PLLC, represents the Debtor as legal counsel. 6 to 9 DENTAL: Seeks to Hire La Reddola Lester as New York Counsel ------------------------------------------------------------------ 6 to 9 Dental Texas, PLLC and 6 to 9 Dental, PLLC seek approval from the U.S. Bankruptcy Court for the Western District of Texas to hire La Reddola Lester & Associates, LLP as its New York counsel. The firm will render these services: a. serve as counsel of record for the Debtors, and Dr. Humphrey individually, in the New York Lawsuits; and b. prepare pleadings, motions, and other court papers as required in connection with the York Lawsuits. La Reddola will be paid at these rates: Partners $475 per hour Associates $350 per hour Paraprofessionals $150 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. La Reddola received a $2,500 retainer. Steven Lester, Esq., a partner at La Reddola, 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: Steven M. Lester, Esq. LA REDDOLA LESTER & ASSOCIATES, LLP 600 Old Country Rd #230 Garden City, NY 11530 Tel: (516) 357-0056 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. ACUSHNET HOLDINGS: S&P Assigns 'BB' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'BB' issuer credit rating to Fairhaven, Mass.-based golf equipment and apparel provider Acushnet Holdings Corp.. S&P also assigned its 'BB' issue-level and '4' recovery ratings to the proposed senior unsecured notes. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 35%) recovery for noteholders in the event of a payment default. S&P said, "The stable outlook reflects our expectation that Acushnet's sales and profits will remain steady over the next year as post-pandemic golf activity decelerates, albeit at levels above pre-pandemic levels, supported by continued innovation and sustained market share. We also expect the company to continue to generate positive free operating cash flow (FOCF) and maintain S&P Global Ratings adjusted leverage at or below 2.5x. "Our rating reflects Acushnet's narrow focus on the highly competitive and discretionary golf products industry, in which it has a strong global market position. "Our view of Acushnet's business risk profile incorporates its industry-leading premium brands Titleist and FootJoy, good geographic and customer diversification, and pricing power. The company generates about half of its sales in the U.S., with additional strong market positions in South Korea, Europe, and Japan. We believe Acushnet's Titleist and Pinnacle golf balls command about 50% of the global golf ball market, and FootJoy is one of the top shoes in the golf segment, while the company's Titleist golf clubs are just behind TaylorMade and Callaway in terms of global market share. "Industry players must continue to allocate significant resources to consistently deliver desirable products and growth and rely on innovation and player endorsements to drive product demand and maintain their market positions. We recognize Acushnet's history of introducing innovative, high-quality products that have supported its solid sales growth over the past few years. This includes the recent release of its new Pro V1 and Pro V1x golf balls, TSR golf clubs, and Scotty Cameron Super Select putters that we believe helped Acushnet report higher revenue growth than its peers in the first half of 2023. Through its FootJoy brand, the company is a market leader in golf shoes and gloves, with an increasing focus on apparel. "Although we believe the company's good track record of innovative premium product development is a modest barrier to entry, we do not necessarily view Acushnet as having a distinct technological advantage over its primary competitors. While the company has good brand equity and a solid global market position, it is heavily reliant on the success of its Titleist and FootJoy brands. The business could suffer if product quality declines. Further, we view the golf equipment and apparel category as discretionary and vulnerable to economic downturns. If consumer discretionary spending is disrupted due to a severe recession, we believe the company's financial performance would be hurt by golfers delaying equipment purchases or trading down to lower-priced products. However, we expect Acushnet's focus on the dedicated golfer base--who typically spends more time and money than the average golfer--to provide some offset in a weak macroeconomic environment. "We expect growth in the cyclical and mature golf industry to slow following a surge during the pandemic. "After the early stages of the COVID-19 pandemic, the golf industry benefited from new participants and increased play by existing participants compared to pre-pandemic levels. This increase in golf participation drove Acushnet's strong performance over the past couple of years, including about 33% sales growth in fiscal 2021 and 6% growth in fiscal 2022. We believe the larger base of new golfers will continue to support stronger sales and profits compared to pre-pandemic levels, although the frequency of rounds played in the U.S. in 2022 decreased marginally from 2021 levels after the pandemic subsided and consumers pursued other leisure activities. As such, we believe the company is entering a more normalized post-COVID environment and that it will not sustain these recent high growth rates. "We expect growth in rounds played to moderate but the absolute number of rounds played to remain above pre-pandemic levels supported by a more permanent shift to a hybrid work environment, and increased women and junior participation in the sport. Notably, off-course participation, which includes driving range entertainment venues such as Topgolf, continues to grow and drive higher interest in golf. While Acushnet's strategy excludes direct participation in this channel, the company could nevertheless benefit if more people are attracted to the game. Furthermore, we view the possible merger of LIV Golf and PGA Tour as a significant development in the golf industry. While uncertainties remain, the merger could result in golf reaching a larger fan base and creating opportunities for new events, which will increase interest in the sport. "Our assessment of Acushnet's financial profile reflects our expectations for adjusted leverage at or below 2.5x through 2025. "We estimate the proposed refinancing transaction will be neutral for leverage (excluding transaction fees) and estimate leverage at close will be about 2x (company-defined net leverage of 1.6x). Acushnet intends to maintain company-defined average net leverage below 2.25x on an annual basis (equates to around 2.5x S&P Global Ratings-adjusted leverage). We expect the company will generate substantial FOCF and will remain committed to returning capital to shareholders in the form of dividends and share repurchases. The company has spent close to $400 million since 2021 on share repurchases with another $267 million remaining under the current share repurchase program as of June 30, 2023. Management has consistently run the company with a fairly conservative financial policy since its IPO in 2016. Our base case assumes management will continue to repurchase shares opportunistically. In a downturn, we expect the company to decrease share repurchases to partially mitigate EBITDA deterioration. As a result, we expect the company will operate at leverage at or below 2.5x over our forecast period. Furthermore, we do not believe the company will engage in sizable mergers and acquisitions (M&A) but believe it will remain open to bolt-on acquisitions of complementary businesses." S&P views Acushnet's marketing strategies as a competitive advantage. Acushnet relies on a most-played strategy whereby it has endorsement agreements with more professional players than rivals. This is contrary to key rivals that have expensive endorsement contracts with a limited number of top players. S&P said, "We note that Acushnet's strategy has been beneficial overall to its growth and given that many professional players use its products in tournaments (primarily golf balls), we believe its products are high quality. Its ability to leverage a large professional player base to reach the dedicated golfer has enabled the company to achieve and sustain high returns over the years and further underpins our outlook for continued growth." S&P expects the fallout from supply chain constraints will moderate. Acushnet's strong performance has overshadowed some supply chain constraints. In its golf ball business, the company faced issues with meeting demand for its Pro V1 and Pro V1x golf balls due to constraints with one supplier. S&P said, "We believe the company has taken actions to improve production capacity and ensure product availability by diversifying its supply sources. Furthermore, its footwear business continues to be constrained by oversupply, which has led to elevated inventory levels and increasing promotional activity across the industry. As a result, we assume revenue and margins in the FootJoy segment will remain constrained over the next few quarters until industry inventory levels normalize; however, footwear is a small portion of Acushnet's consolidated business and will not materially impact credit metrics." S&P said, "The stable outlook reflects our expectation that Acushnet's sales and profits will remain steady over the next year as post-pandemic golf activity decelerates, albeit at levels above pre-pandemic levels, supported by continued innovation, and sustained market share. We also expect the company to continue to generate healthy positive FOCF and maintain S&P Global Ratings-adjusted leverage at or below 2.5x." S&P could lower the rating if operating performance deteriorates and adjusted leverage increases to above 3x. This could be caused by: -- A decline in rounds of golf played and lower levels of spending due to prolonged unfavorable economic conditions. -- Market share losses due to unsuccessful product launches, ineffective marketing strategy, changing customer preferences, failure to successfully innovate, or lower product quality. -- Implementation of less conservative financial policies, such as debt-financed shareholder returns or M&A activity. S&P could raise the rating within the next 12 months if: -- The company outperforms our projections; and -- It demonstrates more conservative financial policies such that S&P believes adjusted leverage will be sustained well below 2x, even in a weaker macroeconomic environment. AGELESS SERUMS: Updates Priority Unsecured Claims; Amends Plan -------------------------------------------------------------- Ageless Serums LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Third Amended Subchapter V Plan of Reorganization dated September 19, 2023. Under this Plan, the Reorganized Debtor will continue to operate the Debtor's business as a going concern designing, developing, and selling Ageless-branded serums to non-HF Users for use with hydrodermabrasion systems. Rene Chlumecky will continue to serve as the Reorganized Debtor's sole manager and Chief Executive Officer and will manage the Reorganized Debtor's affairs after confirmation of this Plan. The Plan provides for the payment in full of all Allowed Claims, including all Allowed Administrative Expense Claims, Professional Fee Claims, Priority Tax Claims, Priority Unsecured Claims, the Fox Rothschild Claim, the Edge Claims, the Brackeen Claim, and the FedEx Claim. Distributions to Holders of Disputed Claims will be reserved until such Claims are Allowed or Disallowed by the Bankruptcy Court. For the avoidance of doubt, the Edge Claims will not be Disputed Claims. The Debtor maintains a cash balance defined benefit Pension Plan for the benefit of its employees. Under applicable law, the Debtor is required to make annual minimum contributions to the Pension Plan to ensure that the plan does not become underfunded. Historically, the required minimum annual contribution has ranged from approximately $200,000 to $400,000. The required minimum annual contribution for a given calendar year is generally paid in the following year. Thus, the Debtor's required minimum contribution for the calendar year 2022 must be paid in 2023. The Debtor's minimum required contribution for 2022 is $376,840, which must be paid on or before September 15, 2023. However, the Debtor is unable to amend the Pension Plan to reduce or eliminate benefits that have already accrued. As a result, the amendment to the Pension Plan does not eliminate the Debtor's obligation to make the required annual minimum contribution for the year 2022 in the amount of $376,840, which was required to be paid on or before September 15, 2023 and is thus reflected in the Projections. The Court authorized the Debtor to make this payment by order dated September 6, 2023. Class 1 consists of all Priority Unsecured Claims. The Debtor believes that all Priority Unsecured Claims have been paid in full in the ordinary course of business pursuant to the Court's Order Authorizing the Debtor to Pay Prepetition Sales Taxes. Each Holder of an Allowed Priority Unsecured Claim shall receive, in full and complete satisfaction, settlement, discharge, and release of, and in exchange for, its Allowed Priority Unsecured Claim: (i) payment in full, in Cash, on the later of the Effective Date and the date on which such Priority Unsecured Claim becomes Allowed; (ii) payment in the ordinary course of business between the Debtor or the Reorganized Debtor, as applicable, and the Holder of such Allowed Priority Unsecured Claim; or (iii) such other treatment as the Debtor or Reorganized Debtor, as applicable and the Holder of such Allowed Priority Unsecured Claim may agree. Like in the prior iteration of the Plan, the holder of Class 6 General Unsecured Claims shall receive, in full and complete satisfaction, settlement, discharge, and release of, and in exchange for, its Allowed Claim: (i) payment in full, in Cash, on the later of the Effective Date and the date on which such Claim becomes Allowed; (ii) payment in the ordinary course of business between the Debtor or the Reorganized Debtor, as applicable, and the Holder of such Claim; or (iii) such other treatment as the Debtor or Reorganized Debtor, as applicable and the Holder of such Claim may agree. The Reorganized Debtor will continue to operate with the primary purpose of conducting its business of designing, developing, and selling high-quality serums for use with hydrodermabrasion systems. Rene Chlumecky will continue to serve as the Debtor's Sole Manager and Chief Executive Officer. Distributions required under this Plan will be funded by Cash on hand and Disposable Income generated by the Reorganized Debtor after the Effective Date. A full-text copy of the Third Amended Subchapter V Plan dated September 19, 2023 is available at https://urlcurt.com/u?l=7Sv4j3 from PacerMonitor.com at no charge. Debtor's Counsel: John D. Gaither, Esq. Neligan LLP 325 N. St. Paul, Suite 3600 Dallas, TX 75201 Telephone: (214) 840-5300 Email: jgaither@neliganlaw.com James E. Doroshow, Esq. Fox Rothschild LLP 1800 Century Park E Ste 300 Los Angeles, CA 90067-1506 Phone: 310-598-4150 Fax: 310-556-9828 Email: jdoroshow@foxrothschild.com About Ageless Serums Ageless Serums, LLC, filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Texas Case No. 22-31259) on May 5, 2022, with up to $100,000 in assets and up to $1 million in liabilities. Jarrod B. Martin serves as Subchapter V trustee. Judge Eduardo V Rodriguez presides over the case. Pachulski Stang Ziehl & Jones, LLP, Fox Rothschild, LLP and Pension Planning Consultants, Inc. serve as the Debtor's bankruptcy counsel, special litigation counsel, and pension plan advisor, respectively. ALASKA AIR: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Alaska Air Group, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an airline holding company. ALL STAR GLASS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: All Star Glass, LLC 3301 Hampden Avenue Englewood, CO 80110 Business Description: All Star is a privately held commercial & residential glass company. Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-14377 Debtor's Counsel: Bonnie Bell Bond, Esq. LAW OFFICE OF BONNIE BELL BOND 8400 E. Prentice Avenue, Suite 1040 Englewood CO 80111 Email: BONNIE@BELLBONDLAW.COM Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William R. Glover as 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/BNOFYIA/All_Star_Glass_LLC__cobke-23-14377__0001.0.pdf?mcid=tGE4TAMA AMERICAN PHYSICIAN: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ American Physician Partners, LLC and affiliates sought and obtain entry of an order from the U.S. Bankruptcy Court for the District of Delaware to use cash collateral on an interim basis. The Debtor requires the use of cash collateral for: (a) working capital; (b) other general corporate purposes of the Debtors; (c) permitted payments of the costs of administration of the Chapter 11 Cases (including professional fees and expenses of the Debtors’ professionals and professionals retained by a Creditors' Committee (if appointed)); (d) payment of certain adequate protection amounts to the Prepetition Secured Parties; (e) payment of the Carve Out; (f) payment of fees to the Debtors' revenue cycle provider, Medical Consultants, Inc., up to amounts as set forth in the Budget which remain subject to reconciliation and update to the Budget, (g) payment to certain purchasers of the Debtors' patient receivables for amounts received by the Debtors exclusively during the post-petition period related to patient remittances on account receivables previously sold to the certain purchasers up to amounts in the Budget which remain subject to reconciliation and update to the Budget, (h) refund payments to patients directly or through MCI, as agent for payment of patient refunds related to overpayments by patients identified during the post-petition period up to amounts in the Budget, which remain subject to reconciliation and update to the Budget, and (i) such other uses set forth in the Budget. The Debtors attempted to address liquidity issues by refinancing debt or selling assets, but failed. In July 2023, they transitioned contracts to competitors and customers to avoid interruptions. After successfully transitioning contracts, they began bankruptcy cases to complete the wind-down process and liquidate remaining assets. The Debtors are parties to an Amended and Restated Credit and Guaranty Agreement dated December 21, 2016, and other agreements and documents related to the Prepetition Loan Documents. The Prepetition Borrower, American Physician Partners, and Goldman Sachs Specialty Lending Group provided loans and financial accommodations to the Debtors up the aggregate principal amount of up to $589.7 million. Under the Prepetition Secured Facility, the Debtors were indebted and liable to the Prepetition Secured Parties for term loans and revolver loans on account of term loans of not less than $570.2 million as of August 31, 2023 and on account of revolver loans of not less than $19.5 million as of August 31, 2023. As adequate protection, the Prepetition Secured Parties are granted Adequate Protection Liens in favor of the Prepetition Secured Parties that include all of the Debtors' assets, including upon entry of the Final Order, proceeds of Avoidance Actions, subject in all events to the Carve-Out. To the extent of any diminution, the Debtors also grant Adequate Protection Superpriority Claims in favor of the Prepetition Secured Parties that are payable from all of the Debtors' assets, including upon entry of the Final Order, proceeds of Avoidance Actions, subject in all events to the Carve-Out. The Debtors are required to comply with these milestones: (a) No later than three days following the Petition Date, the Bankruptcy Court will have entered this Interim Order, in form and substance satisfactory to the Prepetition Secured Parties. (b) No later than 30 calendar days following the Petition Date, the Bankruptcy Court will have entered the Final Order, in form and substance satisfactory to the Prepetition Secured Parties. (c) No later than 75 days following the Petition Date, the Bankruptcy Court will have confirmed a plan of liquidation, in form and substance satisfactory to the Prepetition Secured Parties, and the effective date of such plan will have occurred. A final hearing on the matter is set for October 18, 2023 at 4 p.m. A copy of the motion is available at https://urlcurt.com/u?l=lO77sv from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=w7hkPG from PacerMonitor.com. About American Physician Partners, LLC American Physician Partners, LLC is an emergency medicine management company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11469) on September 18, 2023. In the petition signed by John DiDonato, chief restructuring officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Brendan L. Shannon oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Debtor as legal counsel. AMERICAN PHYSICIAN: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- American Physician Partners, LLC, and its Affiliated Debtors filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Plan of Liquidation dated September 19, 2023. Founded in 2015, the Debtors were one of the fastest growing, scaled emergency department and hospitalist management platforms in the U.S. Prepetition, prior to the Transition Related Activities primarily in July 2023, the Debtors were one of the fastest growing, scaled emergency department and hospitalist management platforms in the U.S. Headquartered in Brentwood, Tennessee, prepetition, the Company had management and related contracts with more than 100 hospitals (including freestanding emergency departments) and other sites in fifteen states primarily in the southeastern, Midwestern and southwestern United States, utilizing over 2,500 physicians who served over 4 million patients each year. The physicians and other medical providers who the Company worked with, typically delivered care in settings with the most acute and life-changing needs – emergency rooms. Prepetition, the Debtors were unable to come to agreement with their secured lenders or locate buyers or other transaction partners, despite extensive negotiations. Thus, in mid-July 2023, the Company began transitioning certain management and/or other services for their client hospitals and other healthcare providers, in order to avoid any interruptions in service, ultimately to the patients. The Debtors have commenced these bankruptcy cases to liquidate their remaining assets and wind-down their businesses, in an orderly manner to preserve and maximize the value of the estates' assets for the benefit of all stakeholders. During the Chapter 11 Cases, the Debtors will sell, liquidate or otherwise dispose of their remaining assets (primarily patient receivables), and pursuant to the proposed Plan, the Debtors will complete the orderly liquidation and wind-down of their business, address pending claims, including litigation claims, and make distributions to Creditors as efficiently as possible through the liquidating Plan. The Plan provides for, as of the Effective Date, a Liquidating Trust to liquidate, collect, sell, or otherwise dispose of the remaining assets of the Debtors' estates (the "Estates") (including, without limitation, certain causes of action), if and to the extent such assets were not previously monetized to Cash or otherwise transferred or disposed of by the Debtors prior to the Effective Date, and to distribute all net proceeds to Creditors generally in accordance with the priority scheme under the Bankruptcy Code other than the GUC Fund which shall be for the benefit of general unsecured creditors subject to the terms of the Plan and Liquidating Trust Agreement. There will be no distributions to Holders of Interests. As of the Effective Date, the Liquidating Trust will be funded with all the remaining assets of the Debtors (referred to herein as Distributable Assets) (except for certain carveouts including the Professional Fee Reserve). In particular, under the Plan, there will be a $250,000 GUC Fund, to be used to fund Distributions to general unsecured creditors and only in the case of certain circumstances administrative costs of the Liquidating Trust, with the consent and agreement of the Debtors' Prepetition Lenders. Class 4 consists of all Unsecured Claims. Class 4 includes the Prepetition Lenders Deficiency Claims. Holders of Class 4 Claims shall receive a Pro Rata share of the Liquidating Trust Interests in exchange for their Allowed Claims, which entitle the Beneficiaries thereof to a Pro Rata share of the GUC Fund and a Pro Rata Share of any net proceeds of the remaining Liquidating Trust Assets. Unsecured Claims are subject to all statutory, equitable, and contractual subordination claims, rights, and grounds available to the Debtors, the Estates, and pursuant to the Plan, except as may be expressly provided otherwise, the Liquidating Trustee, which subordination claims, rights, and grounds are fully enforceable prior to, on, and after the Effective Date. Class 4 is Impaired. There shall be no Distribution on account of Class 7 Interests. Upon the Effective Date, all Interests will be deemed cancelled and will cease to exist. Pursuant to section 1123 of the Bankruptcy Code, and in consideration for the classification, distributions, releases and other benefits provided under the Plan, upon the Effective Date, the provisions of the Plan will constitute a good-faith compromise and settlement of all Claims and Interests and controversies resolved pursuant to the Plan and the Settlement Term Sheet. On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of, inter alia, (a) administering the Liquidating Trust Assets, (b) prosecuting and/or resolving all Disputed Unsecured Claims, (c) investigating and pursuing any Causes of Action that constitute Liquidating Trust Assets, and (d) making all Distributions to the Beneficiaries provided for under the Plan. A full-text copy of the Combined Disclosure Statement and Plan dated September 19, 2023 is available at https://urlcurt.com/u?l=jvlgKa from PacerMonitor.com at no charge. Proposed Counsel for Debtors: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: 302-652-4100 Fax: 302-652-4400 E-mail: ljones@pszjlaw.com dbertenthal@pszjlaw.com tcairns@pszjlaw.com About American Physician Partners Headquartered in Brentwood, Tennessee, American Physician Partners was founded in 2015 to provide a better alternative to hospitals and healthcare systems for their clinical outsourcing needs. Since its inception, the company grew to more than 160 practice sites and became a recognized leader in the provision of exceptional emergency medicine, hospital medicine, and critical care management services to hospitals and healthcare systems nationwide. APP earned its extensive growth by remaining true to its mission to support its providers and hospital partners in providing safe, compassionate, and efficient care to every patient, every time. AMERICAN TRANSPORT: Taps Noah R. Friend Law Firm as Counsel ----------------------------------------------------------- American Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to hire Noah R. Friend Law Firm, PLLC, as its bankruptcy counsel. The firm's services include: a. representing the Debtor in its Chapter 11 case and advising the Debtor as to its rights, duties and powers; b. preparing and filing all necessary statements, bankruptcy schedules and other documents, and negotiating and preparing a Chapter 11 plan for the Debtor; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials, and other proceedings; d. preparing any necessary motions related to the sale of collateral, the hiring of professionals, or any necessary objections to proofs of claim; e. performing other legal services for the Debtor. Noah Friend, Esq., the firm's attorney designated to provide the services, will be paid an hourly fee of $300. Phillip A. Robinette or any additional associate attorneys will be paid $200 an hour. The firm received an initial retainer fee of $4,000. As disclosed in court filings, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Noah R. Friend, Esq. NOAH R. FRIEND LAW FIRM, PLLC P.O. Box 341 Versailles, KY 40383 Telephone: (606) 369-7030 Facsimile: (502) 716-6158 Email: noah@friendlawfirm.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. Noah Friend, Esq., at Noah R Friend Law Firm, represents the Debtor as legal counsel. AMERITEX HOLDCO: S&P Assigns 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to AmeriTex Holdco Intermediate LLC with stable outlook. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the proposed $530 million senior secured notes due 2028. S&P's stable outlook on AmeriTex reflects its forecast for debt to EBITDA to be between 4x-5x and EBITDA interest coverage of 2x-3x over the next 12 months. S&P said, "The company's small scale and concentrated geographic footprint are only partially offset by its strong position within its target markets. We believe AmeriTex's small scale ($320 million revenue in 2022) concentrated geographic footprint (located almost entirely in Texas), and limited product breadth to precast products indicates some credit risks. We believe that compared to larger, higher-rated peers, smaller and less diverse companies like AmeriTex are more susceptible to volatility during periods of economic stress. We also believe the company faces stiff competition from large diversified national players such as Foley, Quikrete Holdings Inc., and Old Castle, as well as from other concrete substitute water infrastructure providers such as Advanced Drainage Systems Inc. Nonetheless, we recognize that the company is a leading manufacturer of precast products in Texas with approximately 60% market share, and this potentially underpins its ability to pass through costs and maintain its profitability. Its average S&P Global Ratings-adjusted EBITDA margins of 26% compare favorably to peers and the industry average. "We expect AmeriTex's performance will remain strong over the next 12 months. The company is less exposed to earnings and cash flow volatility compared to peers focused on residential construction. It also benefits from increased infrastructure spending and vertical integration. We expect new construction activity for nonresidential activity (including public spending) to remain robust over the next 12 months; the roll-out and execution of the Infrastructure Investment and Jobs Act adds further momentum to the demand for AmeriTex's products. However, softening residential construction activity could partially offset demand. "With increased investment in automation and vertically integrating steel mesh manufacturing,--a primary input for the company's precast products--we expect continued strong backlogs and sales volumes to support strong revenue growth of 20%-25% in 2023. However, the company remains susceptible to the volatility of steel prices, which is exacerbated by lower steel prices in 2023. For example, spot prices for hot-rolled coil (a benchmark for steel prices in the U.S.) have averaged about $960 per short ton (st) so far this year compared to average spot prices from 2021 of $1,250/st, with prices for September 2023 about $735/st. Furthermore, we expect the company to continue passing through most of its input cost inflation, supporting higher EBITDA margins of about 30% over this period. "We regard public spending, a key demand driver for infrastructure end markets, as relatively stable and less correlated to housing and economic cycles. Since the company derives about 75% of its revenue from this end market, we believe the company's earnings and cash flows could possibly be less cyclical compared with peers that are more exposed to residential end markets. "Our assessment of AmeriTex's financial risk reflects our expectations for debt leverage in the 4x-5x range and EBITDA interest coverage of 2x-3x for the next 12 months.The company is going through a material capital spending program focused on additional capacity and automation, which we expect will lead to negative free operating cash flow (FOCF) in 2023 and 2024. AmeriTex plans to spend roughly $65 million to $75 million in the next 12 to 24 months. While we expect the investment will improve AmeriTex's operating cost profile, at the same time, we expect this capital spending will initially suppress credit ratios. As such, we expect S&P Global Ratings-adjusted leverage of about 5x in 2023, moderating to about 4x in 2024 as the company begins to see benefits from their investments and potentially higher sales volumes in 2024. "Given that 95% of the company is owned by one individual, we believe the board effectiveness could be suppressed if the owner exerts a large amount of influence over the company's financial policy, such as its debt leverage and dividend decisions. At the same time, we recognize the CEO has successfully built out this enterprise and is very knowledgeable about its operations and put the company in a strong position competitively. "Our stable outlook on AmeriTex reflects our forecast for debt to EBITDA to be between 4x-5x and EBITDA interest coverage of 2x-3x over the next 12 months. We expect these credit measures will be supported by the company's growing revenue base aided by favorable macroeconomic tailwinds, infrastructure spending, and improved fixed cost absorptions from increased capacity utilization." S&P may lower its ratings over the next 12 months if debt to EBITDA approaches 7x or EBITDA interest coverage falls below 2x. This could occur if: -- Business conditions materially weaken and S&P Global Ratings-adjusted EBITDA declines more than 40% on a sustained basis. This could occur in the case of a severe downturn drastically reducing demand, causing EBITDA margins to compress by more than 5%; or -- The company undertakes an aggressive financial policy--for instance, using debt to fund distributions or acquisitions--resulting in elevated credit ratios. S&P said, "Because the company is going through a period of rapid growth, we believe it is unlikely that we would raise the rating in the next 12 months. However, we could raise the rating if the company was able to execute on their growth plan while maintaining credit metrics commensurate with our tolerance a higher rating." This could occur if: -- The company materially enhanced its scale and competitive position to be more comparable with higher-rated peers; and -- The company's debt to EBITDA was sustained well below 4x with commitment to remain at this level, through most market conditions. AMYRIS INC: Seeks to Hire Shearman & Sterling as Special Counsel ---------------------------------------------------------------- Amyris, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Shearman & Sterling LLP as their special counsel. The firm will represent the Debtors in mergers and acquisitions and commercial transactions. Shearman & Sterling's current range of standard hourly rates are: Partners $1,460 to $2,130 Counsel $1,425 to $1,665 Associates $775 to $1,415 Legal Assistants $375 to $535 Michael Dorf, Esq., a partner at Shearman & Sterling, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Shearman & Sterling provides the following responses to the questions set forth in Part D of the Appendix B -- Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases: -- it has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm's billing rates in this matter incorporate the annual adjustments to our rates that took effect at the beginning of 2023; and -- Shearman & Sterling's anticipated budget is reflected in any Budget with respect to the Debtors' debtor in possession financing. The Debtors and Shearman & Sterling reserve all rights to seek approval of the Debtors' professional fees. The firm can be reached through: Michael S. Dorf, Esq. SHEARMAN & STERLING, LLP 535 Mission Street, 25th Floor San Francisco, CA 94105 Tel: (415) 616-1100 Fax: (650) 838-3640 Email: michael.dorf@shearman.com About Amyris, Inc. Amyris (Nasdaq: AMRS) -- http://www.amyris.com/-- is a leading synthetic biotechnology company, transitioning the Clean Health & Beauty and Flavors & Fragrances markets to sustainable ingredients through fermentation and the company's proprietary Lab-to-Market(TM) technology platform. This Amyris platform leverages state-of-the-art machine learning, robotics and artificial intelligence, enabling the company to rapidly bring new innovation to market at commercial scale. Amyris ingredients are included in over 20,000 products from the worldps top brands, reaching more than 300 million consumers. Amyris also owns and operates a family of consumer brands that is constantly evolving to meet the growing demand for sustainable, effective and accessible products. Amyris, Inc, et al. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11131) on Aug. 9, 2023. The petitions were signed by Han Kieftenbeld as interim chief executive officer & chief financial officer. In the petition, Amyris disclosed $679,679,000 in assets and $1,327,747,000 in liabilities. Pachulski Stang Ziehl & Jones LLp serves as the Debtors' bankruptcy counsel. Fenwick & West, LLP is the Debtorps corporate counsel. The Debtors tapped PricewaterhouseCoopers LLP as their financial advisor, while Intrepid Investment Bankers LLC serves as the Debtors' investment banker. Stretto, Inc. is the Debtors' claims, noticing, solicitation agent and administrative adviser. ANTIGUA INVESTMENTS: Seeks Cash Collateral Access ------------------------------------------------- Antigua Investments, LLC asks the U.S. Bankruptcy Court for the Western District of Louisiana, Alexandria Division, for authority to use collateral and make adequate protection payments. The Debtor needs to use the cash collateral in the ordinary course of the Debtor's business to pay the expenses of its operation during the course of the case. Among the assets of the Debtor's estate are immovable property located in Alexandria, Louisiana, and accounts receivable from the operations of the debtor. These assets are subject to liens in favor of The Cottonport Bank, the United States Internal Revenue Service, the La Workforce Commission and the Rapides Parish Sales and Use Tax Department of the Rapides Parish Police Jury. The immovable property has significant value and Debtor does not believe there is any significant amount of depreciation of it, as it is regularly maintained. The Debtor believes that The Cottonport Bank holds the first lien on the immovable property with the liens of the Internal Revenue Service, the La Workforce Commission, and the Rapides Parish Sales and Use Tax Department of the Rapides Parish Police Jury being inferior to that mortgage, as reflected in the mortgage records of Rapides Parish. The Debtor believes there is equity in the immovable property above the amount owed to all lien holders and seeks the Court's authorization to use the equity cushion in lieu of cash payments. In the alternative, debtor seeks authority to use the assets and provide adequate protection thereof in the form of cash payments representing the depreciation of the assets as required by law. As adequate protection, the Debtor will make adequate protection payments of no more than $5,000 per month to The Cottonport Bank. To the extent there is any equity in the property to which any inferior lien would attach debtor believes the equity cushion is sufficient to provide adequate protection to that lienholder. A copy of the motion is available at https://urlcurt.com/u?l=bBt4Mo from PacerMonitor.com. About Antigua Investments, L.L.C. Antigua Investments, L.L.C. owns a land and building located at 16th Street, Alexandria, LA, valued at $3 million. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 23-80536) on September 22, 2023. In the petition signed by Jose Alejandro Porras, member, the Debtor disclosed $3,071,950 in assets and $1,204,905 in total liabilities. Judge Stephen D. Wheelis oversees the case. Thomas R. Willson, Esq. represents the Debtor as legal counsel. ARAMSCO INC: S&P Assigns 'B-' ICR on Leveraged Buyout ----------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to borrower N.J.-based Aramsco, Inc. (Aramsco). S&P said, "At the same time, we assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed senior secured $430 million first-lien term loan and delayed drawn term loan ($75 million undrawn at close). Our '3' recovery rating indicates our expectation of meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. "The stable outlook reflects our view that Aramsco will benefit from steady revenue and EBITDA growth while maintaining credit metrics commensurate with the rating." American Securities is acquiring Aramsco, Inc., a distributor to specialty contractors in the U.S. and Canada. S&P expects leverage at transaction close of above 7x and EBITDA margins of about 10%. S&P said, "Our 'B-' rating reflects Aramsco's limited end-market diversity in a fragmented and highly competitive industry. We believe one of Aramsco's strengths is its network of over 80 distribution centers across the U.S. and Canada that enables just-in-time delivery of key supplies and equipment to specialty contractors doing restoration, remediation, abatement, surface preparation, stone care, or specialized facility maintenance jobs. We forecast revenue will consistently grow organically above U.S. GDP in the low-single-digit percent area because about half of Aramsco's sales are in end markets resilient in economic downturns, particularly damages restoration, specialized facility maintenance, and traffic safety services and products. While the company provides value-added advisory services to customers on how to select and use specialized products for complex jobs, we view most of its segments as commodity-like, with low switching costs for customers. We think market share and revenue growth is limited by high competition in the fragmented market and potential price undercuts by big chain and online retailers. "We expect Aramsco will maintain adequate liquidity for the next two years while pursuing its acquisitive growth strategy. We believe acquisitions remain core to Aramsco's strategy and that EBITDA will expand annually from these, considering its long track record of successfully integrating several small companies. We expect S&P Global Ratings-adjusted EBITDA margins to improve annually because of cost savings and pricing initiatives in 2023 and 2024, hovering in the mid-10% area. With modest capital expenditure (capex) and working capital requirements, we forecast sufficient liquidity from the undrawn $80 million asset-based lending (ABL) revolving credit facility at transaction close. We expect cash flows to fluctuate based on acquisition integration expenses. "We forecast S&P Global Ratings-adjusted leverage above 7x pro forma the transaction and to remain in the 7x area through 2024. The buyout adds leverage to Aramsco's capital structure with the new larger term loan. We believe the company will draw on the delayed-draw term loan to fund acquisitions over the next two years. While our base case forecasts EBITDA expansion to bring leverage down to about 7x by 2024, we believe the company's financial sponsor ownership and its acquisitive nature limits its likelihood of material deleveraging. "The stable outlook reflects our forecast for EBITDA margin improvement because of pricing and cost-saving initiatives and adequate liquidity." ARDELYX INC: Japanese Partner Gets NDA Approval for Tenapanor ------------------------------------------------------------- Ardelyx, Inc. announced that its collaboration partner in Japan, Kyowa Kirin Co., Ltd. (TSE: 4151, Kyowa Kirin), has received approval from the Japanese Ministry of Health, Labour and Welfare for the new drug application for tenapanor for the improvement of hyperphosphatemia in adult patients with chronic kidney disease on dialysis. This approval triggers an aggregate of $30 million from Kyowa Kirin to the Company in milestone payments and payments under the recent amendment to the license agreement between the Company and Kyowa Kirin. As a result of this approval, the Company will also receive a $5 million payment under the terms of its agreement with HealthCare Royalty Partners. In addition, the Company may also receive an additional $5 million from HealthCare Royalty Partners in the event net sales in Japan exceed a certain target by 2025. About Ardelyx, Inc. Headquartered in Waltham, Massachusetts, Ardelyx, Inc. -- www.ardelyx.com -- is a biopharmaceutical company founded with a mission to discover, develop and commercialize innovative, first-in-class medicines that meet significant unmet medical needs. The Company developed a unique and innovative platform that enabled the discovery of new biological mechanisms and pathways to develop potent, and efficacious therapies that minimize the side effects and drug-drug interactions frequently encountered with traditional, systemically absorbed medicines. San Mateo, California-based Ernst & Young LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 2, 2023, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AUDACY INC: Incurs $125.8 Million Net Loss in Second Quarter ------------------------------------------------------------ Audacy, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $125.80 million on $298.51 million of net revenues for the three months ended June 30, 2023, compared to a net loss of $773,000 on $319.44 million of net revenues for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $161.70 million on $558.15 million of net revenues compared to a net loss of $11.85 million on $594.73 million of net revenues for the six months ended June 30, 2022. As of June 30, 2023, the Company had $3.08 billion in total assets, $2.72 billion in total liabilities, and $360.57 million in total shareholders' equity. Going Concern Audacy said, "Current macroeconomic conditions have created, and continue to create, significant uncertainty in operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on the Company’s forecasted revenue. As a result, management continues to execute on cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets of the Company, and initiating a variety of transactions to manage the Company's liabilities, which could include extending maturities or otherwise reorganizing the Company's debt to decrease overall leverage. The Company is unable to predict with certainty the impact that the current macroeconomic conditions will have on its ability to consummate these transactions or maintain compliance with the financial covenants contained in the Company's debt agreements. "As of June 30, 2023, the Company was in compliance with such debt covenants. However, based on the Company's cash and cash equivalents balance, the current maturities of its existing debt facilities, its forecasted business plan in light of current macroeconomic conditions and the Company's current forecast of future revenue over the next twelve months, indications suggest that such forecasts are unlikely to be sufficient for the Company to be able to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable. This could require the Company to obtain waivers or amendments in order to maintain compliance, and there can be no assurance that any such waiver or amendment would be available on acceptable terms or at all. If the Company is unable to obtain necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations, in which case the Company may pursue a process to restructure its indebtedness under the protection of a bankruptcy court. This uncertainty surrounding compliance with the Company's debt covenants raises substantial doubt regarding the Company's ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements. In 2024, $926.4 million of debt is set to mature, beginning with the Accounts Receivable Facility, which has $75 million of outstanding borrowings at June 30, 2023 and a maturity date of July 2024." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1067837/000106783723000033/aud-20230630.htm About Audacy Philadelphia, Pennsylvania-based Audacy is a multi-platform audio content and entertainment company. As a creator of live, original, local, premium audio content in the United States and the nation's leader in local sports radio and news, the Company is home to the nation's most influential collection of podcasts, digital and broadcast content, and premium live events. BATH & BODY: Egan-Jones Retains BB Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 11, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Bath & Body Works, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Columbus, Ohio, Bath & Body Works, Inc. manufactures personal care products. BENNETT MINERAL: Court OKs Deal Cash Collateral Access ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, authorized Bennett Mineral Company, Inc. to use cash collateral on an interim basis in accordance with its agreement with Truist Bank, through October 31, 2023. The Debtor requires the use of cash collateral, as defined in 11 U.S.C. Section 363(a), in the ordinary course of its business to pay among other things, suppliers and wages and otherwise those expenses associated with the continued operations of its business. The Debtor is indebted to Truist Bank and the Bank is collateralized, under and in connection with (i) a Promissory Note dated September 7, 2018, from Bennett Mineral Company and Georesearch Associates, Inc., in favor of the Bank in the original principal amount of $300,000 for the benefit of the Bank; ii) a Promissory Note dated September 7, 2018, from Borrowers, in favor of the Bank in the original principal amount of $100,000for the benefit of the Bank; and (iii) those Commercial Security Agreements each dated September 7, 2018, respectively. As adequate protection, the Debtor grants to the Bank, as security for any diminution of the Bank's Collateral position resulting from the Debtor's use of such Collateral, a first priority post-petition security interest and lien in, to and against all assets of the same type as the Pre-Petition Collateral which are or have been acquired, generated, or received by the Debtor after the Petition Date. The security interests granted by the Debtor in favor of the Bank in the Interim Order are deemed perfected without the necessity for the filing or execution of documents which might otherwise be required under non-bankruptcy law for the perfection of the security interests if such security interests were perfected under applicable stale law before the Petition Date. As additional adequate protection to the Bank, the Debtor will pay the Bank the sum of $1,829 on a monthly basis with the next payment under the Interim Order to be made on September 25, 2023 and continuing on the same date of each month thereafter. As additional adequate protection, the Bank will be entitled to seek a super-priority administrative expense claim pursuant to 11 U.S.C. Section 507(b) for any diminution in value of the Collateral occurring after the Petition Date. A final hearing on the matter is set for October 25, 2023 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=hfBD8d 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 both assets and liabilities. Judge Kevin R. Huennekens oversees the case. Kevin Funk, Esq., at Durette, Arkema, Gerson & Gill PC, represents the Debtor as legal counsel. BEVERLY COMMUNITY: Seeks to Extend Plan Acceptance to Feb. 14, 2024 ------------------------------------------------------------------- Beverly Community Hospital Association and its affiliates ask the U.S. Bankruptcy Court for the District of California to extend their exclusive periods to file a plan from August 17, 2023 to December 15, 2023, and to secure acceptance of such plan to October 16, 2023 to February 14, 2024. The Debtors stated that they have a proposed sale transaction currently pending before the Court and require additional time to obtain the Court's approval of, and consummate a sale transaction that will dictate the terms and format for a chapter 11 liquidating plan. The Debtors explained that they have been diligently pursuing the sale effort with the help of its advisors from the outset of their cases, but the complex nature of hospital assets have caused the sale effort to require additional time beyond the initial exclusive periods afforded to the Debtors. The Debtors further explained that their estate is a complex one for potential buyers to evaluate, given the nature of the Debtors' assets, collective bargaining issues of unionized employees, and the regulatory approvals required for the consummation of any sale; including from the U.S. Department of Health and Human Services and the California Attorney General, all of which a potential buyer needs to understand in order to make an offer that would maximize the value of the Debtors' estate. Beverly Community Hospital Association and its affiliates are represented by: Justin R. Bernbrock, Esq. Catherine Jun, Esq. Robert B. McLellarn, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 321 North Clark Street, 32nd Floor Chicago, IL 60654 Tel: (312) 499-6300 Email: jbernbrock@sheppardmullin.com cjun@sheppardmullin.com rmclellarn@sheppardmullin.com - and - Jennifer L. Nassiri, Esq. Alexandria G. Lattner, Esq. 1901 Avenue of the Stars, Suite 1600 Los Angeles, CA 90067-6055 Tel: (310) 228-3700 Email: jnassiri@sheppardmullin.com alattner@sheppardmullin.com About Beverly Community Hospital Association Beverly Community Hospital Association and affiliates operate general medical and surgical hospitals. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 23-12359) on April 19, 2023. In the petition signed by Alice Cheng, its chief executive officer, the Debtor disclosed up to $10 million in assets and up to $500 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtors tapped Sheppard, Mullin, Richter, and Hampton LLP as legal counsel. BLACKBERRY LIMITED: Egan-Jones Retains CCC Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on September 15, 2023, maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Waterloo, Canada, BlackBerry Limited provides intelligent security software solutions. BLUEKEY CONSTRUCTION: Gets OK to Hire Geeslin Group as Accountant ----------------------------------------------------------------- Bluekey Construction & Claims, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Geeslin Group LLC as its accountant. The firm will provide accounting services including providing general tax advice and preparing tax returns. The firm will be paid at these rates: Staff $150 per hour Managers $200 per hour Partner $300 per hour Geeslin Group does not have any interest materially adverse to the interest of the estate or its creditors for any reason, as disclosed in the court filings. The accountant can be reached through: Dale K. Geeslin, CPA GEESLIN GROUP LLC 1125 Commerce Drive, Suite 300 Peachtree City, GA 30269 Phone: (770) 487-0001 Email: dale.geeslin@geeslingroup.com About BlueKey Construction & Claims BlueKey Construction & Claims, LLC is a full-service insurance claims and restoration company in Smyrna, Ga. It helps clients navigate through the complex insurance claim and restoration process using technically advanced thermal drone inspections and infrared (IR) mapping. BlueKey sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57389) on Aug. 2, 2023, with $2,033,030 in assets and $2,012,503 in liabilities. Tamara Miles Ogier, Esq., at Ogier, Rothschild & Rosenfeld, PC, has been appointed as Subchapter V trustee. Judge Lisa Ritchey Craig oversees the case. G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A., represents the Debtor as legal counsel. BOEING COMPANY: Egan-Jones Retains B+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Boeing Company. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Arlington, Virginia, Boeing Company operates as an aerospace company. BOSTON SCIENTIFIC: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on September 19, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Boston Scientific Corporation. Headquartered in Marlborough, Massachusetts, Boston Scientific Corporation develops, manufactures, and markets minimally invasive medical devices. BOXED INC: Exclusivity Period Extended to October 29 ---------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods during which only Boxed, Inc. may file a Chapter 11 plan and solicit acceptances to Octobe 29 and December 28, 2023, respectively. About Boxed Inc. Boxed, Inc. (OTCMKTS: BOXDQ) -- http://www.boxed.com/-- is an e-commerce retailer and an e-commerce enabler in New York. It operates an e-commerce retail service that provides bulk pantry consumables to businesses and household customers, without the requirement of a "big-box" store membership. This service is powered by the company's own purpose-built storefront, marketplace, analytics, fulfillment, advertising, and robotics technologies. Boxed further enables e-commerce through its Software & Services business, which offers customers in need of an enterprise-level e-commerce platform access to its end-to-end technology. Boxed and four affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10397) on April 2, 2023. In the petition signed by its chief executive officer, Chieh Huang, Boxed disclosed $100 million to $500 million in both assets and liabilities. Judge Brendan Linehan Shannon presides over the cases. The Debtors tapped Freshfields Bruckhaus Deringer US, LLP and Potter Anderson & Corroon, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Solomon Partners, L.P. as investment banker. Epiq Corporate Restructuring, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. Fox Rothschild, LLP and Alvarez & Marsal North America, LLC, serve as the committee's legal counsel and financial advisor, respectively. BPI SPORTS: Court OKs Deal on Cash Collateral Access Thru Nov 2 --------------------------------------------------------------- BPI Sports, LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorizing the use of cash collateral in accordance with the budget, with a 10% variance, through November 2, 2023. The Debtor reached a restructuring support agreement with High-Tech Pharmaceuticals, Inc., its largest creditor and supplier, to fund administrative expenses in bankruptcy. HTP will fund the restructuring with a $50,000 DIP loan, secured by a promissory note. HTP will also be the Plan Funder, guaranteeing funding for plan payments to other unsecured creditors. The Debtor granted HTP security interests in and liens on all assets, including accounts, inventory, deposits, and collateral. As of the date of the motion, HTP owes $50,000 under the Bridge Loan and $4.9 million of unsecured trade debt. As of the Petition Date, the Debtor estimates that the Pre-Petition Collateral primarily consists of approximately: (i) $440,553 of accounts receivable; and (ii) $1.607 million in existing inventory. HTP holds a senior (and the only) secured interest in the cash collateral. As adequate protection, HTP is granted a post-petition security interest and lien in, to and against any and all assets of the Debtor, to the same extent and priority that Lender held a properly perfected pre-petition security interest in such assets; provided that, however, under no circumstances shall Lender have a lien on any causes of action arising under 11 U.S.C. § 542 et seq., 547, 548, 549, 550, 551, or any of the Debtor's assets that it did not have a right to pre-petition. A final hearing on the matter is set for October 26 at 9:30 a.m. A copy of the motion is available at https://urlcurt.com/u?l=dsoYzM from PacerMonitor.com. A copy of the order is available https://urlcurt.com/u?l=39JVbL from PacerMonitor.com. The Debtor projects total operating expenses, on a weekly basis, as follows: $221,166 for the week ending October 2, 2023; $68,724 for the week ending October 9, 2023; $164,377 for the week ending October 16, 2023; $75,179 for the week ending October 23, 2023; and $220,846 for the week ending October 30, 2023. About BPI Sports, LLC BPI Sports, LLC is a sports nutrition company offering supplements, pre-workouts, diets, and fitness advice. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17463) on September 18, 2023. In the petition signed by Derek Ettinger, authorized representative, the Debtor disclosed up to $10 million in assets and liabilities. Eyal Berger, Esq., at Akerman LLP, represents the Debtor as legal counsel. BRAND MARINADE: Court OKs Cash Collateral Access Thru Oct 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, authorized Brand Marinade, LLC, to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through October 31, 2023. The Debtor is permitted to increase cost of goods and labor spending to the extent necessary to fulfill orders not reasonably foreseeable at the time of preparation of the budget, if the increased expense results in a corresponding increase in revenue. In addition to the amounts authorized for payment of insurance in the approved budgets, the Debtor is authorized to make a one-time payment to Traveler's Insurance of up to $934 to pay a pre-petition reinstatement fee. The Debtor is further authorized to deviate from the approved budgets to pay its general liability insurance premium in full, in an amount not to exceed $4,600, if an installment plan is not available. The Debtor is required to seek court approval of any proposed premium finance agreement. As adequate protection, the secured creditors are granted post-petition replacement liens, in the same priority and extent as any creditor held a valid, perfected lien prior to the filing of the Chapter 11 case. The Debtor will maintain all required insurance for the business and collateral. CDC Small Business Finance Corp. consents to the use of cash collateral contingent upon the Debtor's compliance with the terms of the Order. A continued hearing on the matter is set for October 3, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=GnMBBe from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $37,726 for September 2023; $22,545 for October 2023; and $1,950 for November 2023. About Brand Marinade Brand Marinade, LLC provides printing and related support services. The company is based in Boca Raton, Fla. Brand Marinade filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12729) on April 7, 2023, with $597,096 in assets and $1,591,752 in liabilities. Soneet Kapila has been appointed as Subchapter V trustee. Judge Mindy A. Mora presides over the case. Malinda Hayes, Esq., at the Law Offices of Malinda L. Hayes, represents the Debtor as counsel. BRIDLE PATH: Brian Rothschild Named Subchapter V Trustee -------------------------------------------------------- The U.S. Trustee for Region 19 appointed Brian Rothschild, Esq., as Subchapter V trustee for Bridle Path Partners, LLC. Mr. Rothschild, an attorney at Parsons Behle & Latimer, will be paid an hourly fee of $430 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Rothschild 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 M. Rothschild, Esq. Parsons Behle & Latimer 201 South Main Street, Suite 1800 Salt Lake City, UT 84111 Phone: (801) 532-1234 Email: brothschild@parsonsbehle.com About Bridle Path Partners Bridle Path Partners, LLC, a company in Alpine, Utah, offers leather and hide tanning and finishing services. Bridle Path Partners filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23960) on Sept. 8, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Patrick B. Burns of Lync Construction, LLC, managing member of Bridle Path Partners, signed the petition. Judge Kevin R. Anderson oversees the case. Andres Diaz, Esq., at Diaz & Larsen represents Bridle Path Partners as legal counsel. BRIDLE PATH: Seeks to Hire Diaz & Larsen as Legal Counsel --------------------------------------------------------- Bridle Path Partners, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Diaz & Larsen as its legal counsel. The firm's services include: (a) advising the Debtor of its rights, powers, and duties; (b) taking all necessary action to protect and preserve the Debtor's estate; (c) preparing legal papers; (d) assisting in presenting the Debtor's proposed plan of reorganization and all related transactions; and (e) performing all other necessary legal services. The firm received a retainer from the Debtor in the amount of $37,000. The hourly rates of Diaz & Larsen's attorneys and staff are as follows: Andres Diaz, Esq. $425 per hour Timothy J. Larsen, Esq. $400 per hour Other Attorneys $300 per hour Law Clerks $100 per hour Paraprofessionals $75 per hour Andres Diaz, Esq., a manager at Diaz & Larsen, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andres Diaz, Esq. Timothy J. Larsen, Esq. DIAZ & LARSEN 757 East South Temple, Suite 201 Salt Lake City, UT 84102 Telephone: (801) 596-1661 Facsimile: (801) 359-6803 Email: courtmail@adexpresslaw.com About Bridle Path Partners, LLC Bridle Path offers leather and hide tanning and finishing services. Bridle Path Partners, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 23-23960) on September 8, 2023. The petition was signed by Patrick B. Burns, managing member of Lync Construction, LLC, managing member of Bridle Path Partners, LLC. At the time of filing, the Debtor estimated $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Kevin R. Anderson oversees the case. Andres Diaz, Esq. at DIAZ & LARSEN represents the Debtor as counsel. CACTUSRV.COM LLC: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona authorized CactusRV.com, LLC to use cash collateral on an interim basis in accordance with the budget, pending the conclusion of the final hearing set for October 18, 2023 at 10 a.m. As previously reported by the Troubled Company Reporter, a lien search has not revealed any UCCs filed against the Debtor. However, the Debtor believes one or more of its secured creditors with flooring plans may claim that the revenue generated by the business is "cash collateral" as defined in 11 U.S.C. Section 363. The Lenders and the properties securing their respective interests are as follows: a. Huntington Distribution Finance, Inc., whose interest may be secured by the Debtor's various inventory; b. Northpoint Commercial Finance, whose interest may be secured by Debtor's various inventory; and c. Wells Fargo Commercial Distribution Finance, whose interest may be secured by the Debtor's various inventory. The court ruled any creditor holding a valid and enforceable prepetition security interest in any pre-petition property of the estate will have a post-petition replacement lien on the same type of post-petition assets acquired by the Debtor after the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=3b7uqh from PacerMonitor.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. Judge Brenda Moody Whinery oversees the case. Jody A. Corrales, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., represents the Debtor as legal counsel. CANDY CLUB: Court OKs $2MM DIP Loan from Industrial Funding ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, authorized Candy Club, LLC and affiliates to use cash collateral and obtain post-petition financing, on a final basis. The Debtors are permitted to obtain up to $2 million in senior secured post-petition financing on a superpriority, priming basis from Industrial Funding Group, Inc. The DIP loan is due and payable through the earlier of (i) the confirmation of a plan of reorganization, (ii) the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, (iii) the appointment of a Chapter 11 Trustee, (iv) the occurrence of an Event of Default, or (v) 12 months from the Closing Date. As adequate protection for any diminution in the value of its collateral, the Debtors agreed to pay $5,000 per week to the Prepetition Lender. The first payment was due on August 4, 2023, and continuing on the same day each week until plan confirmation. The final week of cash payments will be prorated based on the day of the week the confirmation hearing is set. As additional adequate protection for any diminution in the value of its collateral, and without any further documentation required, the Prepetition Lender (i) will be granted an allowed superpriority administrative expense claim against the Debtors junior only to the DIP Superpriority Claims, payment of quarterly U.S. Trustee Fees to the extent they are or become due and payable and the Carve Out; and (ii) will be granted replacement liens in the collateral subject only to the DIP Liens in favor of the DIP Lender, quarterly U.S. Trustee Fees to the extent they are or become due and payable, the Carve Out, and any Prepetition Prior Liens. The DIP Liens are subject to a carve out of up to $200,000 (i) first, for fees that for may need to be paid to the Clerk of the Court and the Office of the United States Trustee under 28 U.S.C. section 1930(a) plus interest at the statutory rate, if any, and (ii) second, all for all professional fees in the Debtor's case. A copy of the order is available at https://urlcurt.com/u?l=lttGtA from PacerMonitor.com. About Candy Club, LLC Candy Club, LLC and affiliates design, market, and sell premium, branded confectionary products in the United States. They distribute confections to over 12,000 customers across all 50 states. The Debtors sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-60048) on July 27, 2023. In the petition signed by Keith Cohn, chief executive officer, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Christopher M. Lopez oversees the case. Jackson Walker LLP represents the Debtor as legal counsel. Stretto, Inc. is the claims, noticing and solicitation agent. CANOO INC: Signs $15M Securities Purchase Agreement With YA II PN ----------------------------------------------------------------- Canoo Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into a securities purchase agreement with YA II PN, Ltd. ("Yorkville"), in connection with the issuance and sale by the Company of convertible debentures in an aggregate principal amount of $15,000,000 and pursuant to which the Company granted Yorkville an option to purchase additional convertible debentures in an aggregate principal amount of up to $30,000,000 subject to the terms and conditions set forth in the Purchase Agreement. The Convertible Debentures bear interest at a rate of 3.0% per annum, subject to increase to 15.0% per annum upon the occurrence of certain events of default. The Initial Debenture will mature on Nov. 26, 2024, and may be extended at Yorkville's option. The Option Debenture, to the extent issued, will mature 14 months after the date the Option Debenture is issued. The Initial Debenture was purchased at a purchase price that resulted in proceeds to the Company of approximately $12.5 million. The aggregate principal amount of the Initial Debenture consists of $15,000,000 of debt purchased at a price equal to 83.5% of the aggregate principal amount thereof. The Option Debenture, to the extent issued, will be purchased at a purchase price equal to 94.0% of the aggregate principal amount of the Option Debenture, resulting in proceeds to the Company of approximately $28.2 million assuming the Option is exercised in full. The Option may only be exercised by Yorkville during the period of 20 trading days following the date on which the Company has publicly announced that it has obtained the Stockholder Approval. The Convertible Debentures are convertible at the option of the holder into a number of shares of the Company's common stock, par value $0.0001 per share, equal to the applicable Conversion Amount divided by the lower of (a)(i) in the case of the Initial Debenture, $0.50 per share and, (ii) in the case of the Option Debenture, $0.5358 per share (each of (i) and (ii), the "Fixed Conversion Price") and (b) 95% of the lowest daily volume-weighted average price of the Common Stock during the five consecutive trading days immediately preceding the applicable conversion date (the "Variable Conversion Price"), but not lower than $0.10 per share (the "Floor Price"). The Convertible Debentures may be converted in whole or in part, at any time and from time to time, subject to the Exchange Cap. The Conversion Amount with respect to any requested conversion will equal the principal amount requested to be converted plus all accrued and unpaid interest on the Convertible Debentures as of such conversion (the "Conversion Amount"). In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 9.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments. The Company shall not issue any Common Stock upon conversion of the Convertible Debentures held by Yorkville (i) prior to the Company's receipt of the Stockholder Approval and (ii) following the Company's receipt of the Stockholder Approval, if the issuance of such shares of Common Stock underlying the Convertible Debentures would exceed the aggregate number of shares of Common Stock that the Company may issue upon conversion of the Convertible Debentures in compliance with the Company's obligations under the rules or regulations of Nasdaq Stock Market (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of shares of Common Stock in excess of the Exchange Cap. The Convertible Debenture provides the Company, subject to certain conditions, with an optional redemption right pursuant to which the Company, upon 10 trading days' prior written notice to Yorkville, may redeem, in whole or in part, all amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the applicable Fixed Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 5.0% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. Upon the occurrence of certain trigger events, the Company will be required to make monthly cash payments of principal in the amount of $3,750,000 (or such lesser amount as may then be outstanding) plus a premium equal to 5.0% of such principal amount plus all accrued and unpaid interest as of such payment. Such payments will commence 10 trading days following the occurrence of a trigger event and continue on a monthly basis thereafter until the Convertible Debentures are repaid in full or until the conditions causing the trigger event are addressed in the manner provided for in the Convertible Debentures. In addition, in connection with the Purchase Agreement, the Company issued to Yorkville a warrant to purchase 27,995,520 shares of Common Stock at an exercise price of $0.5358. If Yorkville exercises the Option, the Company will issue to Yorkville an additional warrant for a number of shares of Common Stock determined by dividing the principal amount so exercised (up to $30,000,000) by 0.5358. The Initial Warrant is immediately exercisable and will expire on Sept. 26, 2028. The Option Warrant, to the extent issued, will be issued on the same terms as the Initial Warrant except that the exercise price of the Option Warrant will be $0.67 per share. The Warrants include customary adjustment provisions for stock splits, combinations and similar events. Prior to the Company's receipt of the Stockholder Approval described below, the Company may not issue any shares of Common Stock under the Warrants or other warrants issued to Yorkville. Following the Company's receipt of the Stockholder Approval, the Company may not issue any shares of Common Stock that exceed the number of shares that it may issue pursuant to Nasdaq Stock Market rules under the Warrants. The Company previously agreed and, in connection with the execution of the Purchase Agreement, has agreed to hold a special meeting of its stockholders on or before Oct. 5, 2023, for the following purposes, each as set forth in the Company's revised definitive proxy statement filed with the U.S. Securities and Exchange Commission on Aug. 17, 2023, to, among other things, (i) obtain the consent of the stockholders of the Company pursuant to Nasdaq Listing Rule 5635 for the issuance of shares of the Company's Common Stock (1) upon the conversion of certain convertible debentures that have been issued to Yorkville pursuant to (a) the Securities Purchase Agreement entered into with Yorkville on April 24, 2023, (b) the Securities Purchase Agreement entered into with Yorkville on June 30, 2023, and (c) the Securities Purchase Agreement entered into with Yorkville on Aug. 2, 2023, (2) upon the exercise of warrants issued pursuant to the June SPA and the August SPA, and (3) if Yorkville chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options and (ii) obtain the consent of the stockholders to amend the Pre-Paid Advance Agreement, dated July 20, 2022, as amended and supplemented from time to time, to provide for a minimum floor price of $0.10 per share. Registration Rights Agreement In connection with the Purchase Agreement, on the Agreement Date, the Company entered into a registration rights agreement with Yorkville pursuant to which the Registrable Securities held by Yorkville, subject to certain conditions, will be entitled to registration under the Securities Act. Pursuant to the Registration Rights Agreement, the Company is required to, within 10 calendar days receiving the Stockholder Approval, file with the SEC (at its sole cost and expense) one or more registration statements covering the resale by Yorkville of all shares issuable upon exercise of the Initial Warrant and at least 60,000,000 shares of Common Stock issuable upon conversion of the Initial Debenture. Within 15 calendar days following the issuance of the Option Debenture and the Option Warrant, the Company shall file one or more additional Registration Statements covering such number of shares of Common Stock as Yorkville shall required, not to exceed 200% of all shares issuable upon conversion of the Convertible Debentures (assuming conversion at the Floor Price) and upon exercise of the Warrants. The Company has agreed to use its best efforts to ensure any registration statement filed thereunder is effective within 60 days of filing such registration statement. If the Company fails to file the Registration Statements with the SEC by the applicable filing deadline or obtain effectiveness by the applicable effectiveness deadline, or if a Registration Statement fails to remain continuously effective, if the Company is not permitted to utilize a Registration Statement for a certain period of time, or if the Company fails to comply with certain public information requirements, such event will be deemed an Event of Default (as defined in the Convertible Debenture). Under the Registration Rights Agreement, Yorkville was also granted demand registration rights for any Registrable Securities not included in the Registration Statements and piggyback registration rights. In connection with the Purchase Agreement, on the Agreement Date, the Company entered into voting agreements with certain Company stockholders, including Tony Aquila, the Company's chief executive officer, and certain entities affiliated with Mr. Aquila. Pursuant to the Voting Agreements, each stockholder party thereto has agreed to vote their shares of Common Stock in favor of the proposals at the Stockholder Meeting. Each Voting Agreement will terminate upon the earliest to occur of: (a) the date on which the Purchase Agreement is terminated in accordance with its terms; (b) the termination of such Voting Agreement by mutual written agreement of the Company and the stockholder party thereto; and (c) the date on which the Stockholder Approval is obtained. About Canoo Torrance, California-based Canoo Inc. -- www.canoo.com -- is a mobility technology company with a mission to bring electric vehicles to everyone and provide connected services that improve the vehicle ownership experience. The Company is developing a technology platform that it believes will enable the Company to rapidly innovate and bring new products, addressing multiple use cases, to market faster than its competition and at lower cost. Canoo reported a net loss and comprehensive loss of $487.69 million for the year ended Dec. 31, 2022, compared to a net loss and comprehensive loss of $346.77 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $496.47 million in total assets, $259.90 million in total liabilities, and $236.57 million in total stockholders' equity. Los Angeles, California-based Deloitte & Touche LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations, has generated recurring negative cash flows from operating activities, and expects to continue to incur net losses and negative cash flows from operating activities in accordance with its ongoing activities. These matters raise substantial doubt about the Company's ability to continue as a going concern. CARNIVAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on September 14, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Carnival Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Miami, Florida, Carnival Corporation owns and operates cruise ships offering cruises to all major vacation destinations including North America, United Kingdom, Germany, Southern Europe, South America, and Asia Pacific. CHALLENGER BRASS: Unsecureds to Split $60K via Quarterly Payments ----------------------------------------------------------------- Challenger Brass & Copper Co Inc., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization dated September 21, 2023. The Debtor is dedicated to the slitting and manufacturing of copper, brass, bronze, stainless steels, aluminum, and other metals. Debtor owns a real property located at Road 866 Km. 0.8 Bo. Candelaria, Toa Baja, PR. The COVID-19 Pandemic caused a considerable decrease in Debtor's business. Consequently, Debtor had fallen behind on certain obligations to its creditors. This petition was filed to stay, by and through the Automatic Stay provisions of the Code, certain pre-petition collection actions against the Debtor and to provide for an orderly restructuring of any debt allegedly owed to its creditors. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flows generated mainly from the Debtor's post-petition operations. This Plan provides for five classes of claims and interests. In addition, the Plan provides for the payment to Priority Unsecured Creditors. Unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $60,000.00. Class 4 consists of the General Unsecured. It is estimated that Allowed Class Four General Unsecured Claims will be in the amount of $1,160,364.65. The Debtor shall satisfy the Class Four Claims via 20 quarterly payments in the amount of $3,000.00 for a total distribution on Allowed Class Four Claims of $60,000.00. Payments shall commence on the first day of the second month following the Effective Date of the Plan. Class 5 consists of the Equity Interest of the Debtor in Property of the Estate. Debtor will retain its Ownership Interest in the Property of the Estate. The Plan establishes that the Plan will be funded from the proceeds generated by the operating business of the Debtor, CBC. It generally consists of the Debtor's funds generated from the rendered services of slitting and manufacturing of copper, brass, bronze, stainless steels, aluminum, and other metals. The Debtor will contribute its cash flow to fund the Plan commencing on the Effective Date of the Plan and continue to contribute through the date that Holders of Allowed Class 1 through Class 4 Claims receive the payments specified for in the Plan. A full-text copy of the Plan of Reorganization dated September 21, 2023 is available at https://urlcurt.com/u?l=tiPpcd from PacerMonitor.com at no charge. Counsel to the Debtor: Jesus Enrique Batista Sanchez, Esq. The Batista Law Group, P.S.C. 239 Ave Arterial Hostos Ste 206 San Juan PR 00918-1475 Tel: (787) 620-2856 Email: jeb@batistasanchez.com About Challenger Brass & Copper Challenger Brass & Copper Co Inc. is engaged in the manufacturing and commercialization of copper, brass, bronze, stainless steels, and aluminum. The company is based in Toa Baja, P.R. Challenger Brass & Copper filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01917) on June 23, 2023. The petition was signed by Abimael Padilla Negron as authorized representative of the Debtor. At the time of filing, the Debtor reported $1,031,500 in assets and $2,540,722 in liabilities. Judge Edward A. Godoy presides over the case. Jesus Enrique Batista Sanchez, Esq. at The Batista Law Group, PSC represents the Debtor as counsel. CITIGROUP 2016-P5: Fitch Cuts Rating on Class E Notes to B-sf ------------------------------------------------------------- Fitch Ratings has downgraded three classes of Citigroup Commercial Mortgage Trust 2016-P5 and affirmed eight classes. Fitch has also assigned a Negative Rating Outlook to three classes following their downgrades and revised the Outlooks of three classes to Negative from Stable. The criteria observation (UCO) has been resolved. Entity/Debt Rating Prior ----------- ----- ----- CGCMT 2016-P5 A-3 17325DAC7 LT AAAsf Affirmed AAAsf A-4 17325DAD5 LT AAAsf Affirmed AAAsf A-AB 17325DAE3 LT AAAsf Affirmed AAAsf A-S 17325DAF0 LT AAAsf Affirmed AAAsf B 17325DAG8 LT AA-sf Affirmed AA-sf C 17325DAH6 LT A-sf Affirmed A-sf D 17325DAL7 LT BBsf Downgrade BBB-sf E 17325DAN3 LT B-sf Downgrade BB-sf X-A 17325DAJ2 LT AAAsf Affirmed AAAsf X-B 17325DAK9 LT AA-sf Affirmed AA-sf X-D 17325DAU7 LT BBsf Downgrade BBB-sf KEY RATING DRIVERS Criteria Update: The rating actions reflect the impact of Fitch's updated U.S. and Canadian Multiborrower CMBS Rating Criteria, published on May 22, 2023, and incorporate any changes in loan performance and/or credit enhancement (CE) since Fitch's prior rating action. Increased Loss Expectations: The downgrades primarily reflect an increase in expected losses, primarily driven by an increase in specially serviced loans and office properties, as well as the impact of the criteria. Fitch's current ratings incorporate a 'Bsf' rating case loss of 6.5%. The Negative Outlook revisions on classes B and X-B and assignments on classes D, X-D and E reflect performance and refinancing concerns for the specially serviced loans and FLOCs, most notably office properties Plaza America I & II (7.9%), Flagler Corporate Center (4.1%) and Esplanade I (3.1%). The transaction has a high concentration of Fitch Loans of Concern at 48.7%. There are two loans in special servicing, 11 East Broadway (2.5%) and National Business Park (2.6%). There were no specially serviced loans at Fitch's last review. Largest Contributor to Loss: The largest contributor to overall loss expectations is 11 East Broadway. The loan has recently transferred back to special servicing and the property has been vacant since 2020. The loan transferred to special servicing on May 9, 2023 due to delinquent loan payments; per the servicer, the loan is due for the September 2023 payment. The loan was previously in special servicing, transferring in April 2021 for payment default following the subject's sole tenant, HSBC Bank (NRA 100%), cessation of rent payments and vacating ahead of its August 2024 lease expiration. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 58% reflects a 20% stress to the most recent value. The second largest contributor to expected losses is 332 South Michigan (FLOC, 4%), which is secured by an office property located in the East Loop submarket of Chicago, IL. The loan is considered a FLOC due to the low DSCR following tenant vacancies. Occupancy was 71% as of June 30, 2023, compared with 71% at March 2022 and 83% at issuance. YE 2022 NOI increased 6% from YE 2021; however, it is 45% below issuance. NOI DSCR was 1.02x at YE 2022, up from 0.96x at YE 2021 and below 1.87x at issuance. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 17% reflects a 10% stress to the YE 2022 NOI and an 11% cap rate due to the high submarket vacancy and lower average in-place rents at the property versus the submarket. The third largest contributor to expected losses is Plaza America I & II (FLOC, 7.9%). The loan is secured by a 514,615-sf suburban office property consisting of two buildings that are part of the larger Plaza America office campus located in Reston, VA. The subject had average in-place rents of $30.80 psf. Per CoStar, the collateral is located in the Reston Office submarket and DC MSA, which have vacancy rates of 21.8% and 15.9%, respectively and average asking rents of $35.05 PSF and $38.88 PSF, respectively. As of June 2023, occupancy remains slightly lower at 81% compared with pre-pandemic levels of 92% at YE 2019 and 88% at issuance. Per updates from the servicer, the largest tenant Software AG (12% NRA; through February 2024) is expected to vacate at their February 2024 lease expiration. With this vacancy, occupancy would decline to about 69%. Software AG accounts for approximately 15% of the annual base rent. Despite the lower occupancy, the loan maintained an interest-only DSCR of 2.12x as of YE 2022. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 8% reflects a 10% cap rate and a 15% stress to YE 2022 NOI. The fourth largest contributor to expected losses is National Business Park (FLOC), which is secured by five office properties (450,543 sf) located in Princeton, NJ. The loan transferred to the special servicer on Aug. 8, 2023 due to imminent monetary default. Cash is being trapped following the second largest tenant, SES Americom (13.4% NRA; exp. 12/2023), giving its intention to vacate a portion of its space, along with a DSCR test under the threshold. Fitch's 'Bsf' rating case loss (prior to concentration adjustments) of 23% reflects a 20% stress to YE 2022 NOI given rollover concerns and a 10% cap rate. Minimal Change to Credit Enhancement: As of the August 2023 distribution date, the pool's aggregate principal balance has paid down by 17.3% to $758.4 million from $917.4 million at issuance. The remaining pool is scheduled to mature in 2025 and 2026. Six loans comprising 5.4% of outstanding pool balance have been fully defeased. Of the remaining pool balance, 10 loans comprising 37.3% of the pool are full interest-only through the term of the loan. The non-rated class G has approximately $1.49 million in cumulative losses as of the August 2023 reporting period. ADDITIONAL CONSIDERATIONS Under Collateralization: The transaction is undercollateralized by approximately $503,000 due to a WODRA on the Crocker Park Phase One & Two loan, which was reflected in the July 2022 remittance report. Investment-Grade Credit Opinion Loans: At issuance, Fitch gave Easton Town Center (5.9%) and Vertex Pharmaceuticals (4.9%) investment-grade credit opinions of 'A+sf' and 'BBB-sf', respectively, on a standalone basis. The Easton Town Center loan has seen performance declines, and Fitch no longer considers it to have an investment-grade credit opinion. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades would be triggered by an increase in pool-level losses from underperforming or specially serviced loans. In addition, downgrades to classes on Rating Outlook Negative are expected to be downgraded if expected losses increase on FLOCs, most notably Plaza America I & II, Flagler Corporate Center, and Esplanade I. Downgrades to 'AAAsf' rated classes are not expected due to their high CE and continued expected amortization and paydown but could occur if interest shortfalls affect these classes or if expected losses increase significantly. Classes rated in the 'AAsf' to 'Asf' rating category would be downgraded should overall pool losses increase and/or one or more of the larger FLOCs have an outsized loss, which would erode CE. Downgrades to the classes in the 'BBsf' to 'Bsf' rating categories would occur with a greater certainty of losses and/or as losses are realized. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades would occur with stable to improved asset performance, coupled with additional paydown and/or defeasance. Upgrades to the 'AAsf' and 'Asf' rating categories could occur with significant improvement in CE and/or defeasance and with the stabilization of properties currently designated as FLOCs. Upgrades to the 'BBsf' to 'Bsf' rating categories are not likely until the later years in the transaction and only if the performance of the remaining pool is stable and/or properties vulnerable to the pandemic stabilize, and there is sufficient CE. 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. CLAUSEN OYSTERS: Court OKs Cash Collateral Access Thru Sept 29 -------------------------------------------------------------- Clausen Oysters, LLC sought and obtained entry of an order from the U.S. Bankruptcy Court for the District of Oregon to continue using cash collateral in accordance with the budget and its agreement with the Clausen Family. David Clausen, Lilli Clausen, Steve Clausen, and Kimberly Stolz assert an interest in the Debtor's cash collateral. The Clausen Family has agreed to the Debtor's use of $6,440 of cash collateral pursuant to the Budget through September 29, 2023, in exchange for Debtor's agreement not to contest the Clausen Family's choice of a receiver if and when the Clausen Family presents their motion for the appointment of the receiver in state court. The Debtor’s authority to use cash collateral is limited to the uses set forth in the Budget, together with a 10% aggregate variance during the Budget Period, provided that no Budget line-item will have more than a 20% variance during the Budget Period. As adequate protection, the Secured Creditors are each granted a perfected lien and security interest on all property of the Debtor in the same nature and kind as secured by the claim of the lien creditor on the petition date. The Replacement Lien on the Replacement Collateral will be perfected and enforceable upon entry of the Order without regard to whether the Replacement Lien is perfected under applicable non-bankruptcy law. The Replacement Lien will be in addition to all other liens and security interests securing the secured claims of the Lien Creditors in existence on the Petition Date. The Debtor will keep Secured Creditors' collateral and Replacement Collateral free and clear of all other liens, encumbrances and security interests, other than those in existence on the Petition Date, and will pay when due all taxes, levies and charges arising or accruing from and after the Petition Date. A copy of the Debtor's motion and budget is available at https://urlcurt.com/u?l=pVd9sV from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=dVXORA from PacerMonitor.com. The Debtor projects $19,000 in total cash inflows and $6,440 in total operating expenses for the period through September 29, 2023. About Clausen Oysters, LLC Clausen Oysters, LLC owns an oyster farm in the State of Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ore. Case No. 23-60847) on May 18, 2023. In the petition signed by Seth Silverman, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Thomas M. Renn oversees the case. Nicholas J. Henderson, Esq., at MOTSCHENBACHER & BLATTNER, LLP, represents the Debtor as legal counsel. COMMUTER ADVERTISING: Court OKs Cash Collateral Access Thru Oct 23 ------------------------------------------------------------------ Commuter Adverting, Inc. sought and obtained entry of an order from the U.S .Bankruptcy Court for the Southern District of Ohio, Western Division at Dayton to use cash collateral on an interim basis in accordance with the budget, through October 23, 2023, the date of the final hearing. The Debtor requires the use of cash collateral to fund ongoing profitable operations, to preserve the going concern value of the Debtor, and to pay necessary administrative expenses of these cases and Subchapter V Trustee Fees. Huntington Bank and the Small Business Administration assert an interest in the Debtor's cash collateral. On February 18, 2022, Commuter Ads signed a Promissory Note in the original principal amount of $120,000 with Huntington Bank. As of the Petition Date, the outstanding balance on the Note was approximately $94,549. On February 18, 2022, Commuter Ads executed a Commercial Security Agreement, securing the Note. The Secured Lender asserts, as security for compliance with the terms of the Note and Prior Note, it properly perfected its security interest in certain collateral owned by Commuter Ads by filing a UCC-1 Financing Statement on April 8, 2016 with the Ohio Secretary of State, Initial Filing Number OH00199666189, which was renewed on October 12, 2020, Filing Number SR594869. Secured Lender asserts that it holds a first priority properly perfected security interest in all personal property of Commuter Ads based on the Huntington Financing Statement. Payments on the Note were current pursuant to its terms as of the Petition Date. Commuter Ads intends to continue to make payments and remain current on the Note pursuant to its terms throughout the course of these Chapter 11 proceedings. On May 21, 2020, Commuter Ads executed and delivered to the U.S. Small Business Administration an Amended Loan Authorization and Agreement, promissory note, and security agreement, in the original principal sum of $150,000, which were subsequently amended on August 16, 2021 in the original amended principal sum $500,000. The SBA asserts, as security for compliance with the terms of the Hilliard SBA Note, it properly perfected its security interest in certain collateral owned by Commuter Ads by filing a UCC-1 Financing Statement on August 30, 2020 with the Ohio Secretary of State, Initial Filing Number OH00245926754. Adequate protection is provided to Secured Lender by the Debtor by using cash collateral only in accordance with the Budget and by making the payments to Secured Lender and the U.S. Small Business Administration as stated therein. Adequate protection is also provided by the re-granting of the pre-petition security interests to Secured Lender the SBA (not to extend beyond the collateral that secured the Loan from Secured Lender pre-petition). A copy of the motion is available at https://urlcurt.com/u?l=tsBMtT from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=bR3ipf from PacerMonitor.com. About Commuter Adverting, Inc. Commuter Adverting, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ohio Case No. 23-31504) on September 19, 2023. In the petition signed by Russ Gottesman, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Guy R. Humphrey oversees the case. Denis E. Blasius, Esq., at Thomsen Law Group, LLC, represents the Debtor as legal counsel. CONNEXA SPORTS: Gets Additional Noncompliance Notice From Nasdaq ---------------------------------------------------------------- Connexa Sports Technologies Inc. announced that it received a letter from The Nasdaq Capital Market on Sept. 18, 2023 indicating that (i) the Company's failure to file its Quarterly Report on Form 10-Q for the period ended July 31, 2023, in violation of the Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1), serves as an additional basis for delisting the Company's securities from Nasdaq based on Listing Rule 5810(b) and (ii) the Nasdaq Hearings Panel will consider this matter in rendering a determination regarding the Company's continued listing on the Nasdaq and the Company should present its views with respect to this additional deficiency to the Panel in writing. On July 26, 2023, the Company received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company's stockholders' equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended Jan. 31, 2023 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company's stockholders' equity be at least $2.5 million. The Company timely submitted a compliance plan to the Panel and on Aug. 23, 2023 received notice from Nasdaq that it has until Jan. 22, 2024 to demonstrate compliance with the Minimum Stockholders' Equity Requirement. On Oct. 10, 2022, the Listing Qualifications Department of Nasdaq notified the Company that the bid price of its shares of common stock had closed at less than $1 per share over the previous consecutive business days and, as a result, the company did not comply with Listing Rule 5550(a)(2). The Panel previously granted the Company's requested extension until Oct. 9, 2023 to regain compliance with the Minimum Bid Price Requirement. The Company said there can be no assurance that it will be able to satisfy the Nasdaq's continued listing requirements, regain compliance with the Rule, the Minimum Stockholders' Equity Requirement, and the Minimum Bid Price Requirement, and maintain compliance with other Nasdaq listing requirements. About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. Connexa Sports reported a net loss of $71.15 million for the year ended April 30, 2023, compared to a net loss of $51.77 million for the year ended April 30, 2022. As of April 30, 2023, the Company had $7.11 million in total assets, $25.72 million in total liabilities, and a total stockholders' deficit of $18.61 million. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated Sept. 14, 2023, citing that the Company suffered an accumulated deficit of $(151,750,610), net loss of $(71,153,685) and a negative working capital of $(18,775,991). These matters raise substantial doubt about the Company's ability to continue as a going concern. CONNEXA SPORTS: Posts $71.2 Million Net Loss in FY Ended April 30 ----------------------------------------------------------------- Connexa Sports Technologies Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $71.15 million on $9.92 million of net sales for the year ended April 30, 2023, compared to a net loss of $51.77 million on $16.10 million of net sales for the year ended April 30, 2022. As of April 30, 2023, the Company had $7.11 million in total assets, $25.72 million in total liabilities, and a total stockholders' deficit of $18.61 million. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since 2023, issued a "going concern" qualification in its report dated Sept. 14, 2023, citing that the Company suffered an accumulated deficit of $(151,750,610), net loss of $(71,153,685) and a negative working capital of $(18,775,991). These matters raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1674440/000149315223032670/form10-k.htm About Connexa Sports Headquartered in Windsor Mill, Maryland, Connexa Sports -- www.connexasports.com -- is a connected sports company delivering products, technologies, and services across a range of activities in sports. CONTAINER STORE: S&P Alters Outlook to Negative, Affirms 'B' ICR ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable on The Container Store Group Inc. (TCS), a specialty retailer of home storage and organization products. S&P also affirmed all its ratings, including its 'B' issuer credit rating. The negative outlook reflects that S&P could lower its rating over the next 12 months if TCS cannot stabilize its EBITDA and margin. This could deteriorate credit metrics and cause neutral to negative free operating cash flow (FOCF) generation. Further, the company's asset-based lending (ABL) and term loan facilities approach maturity in October 2025 and January 2026, respectively. S&P said, "The negative outlook reflects the risk of a downgrade if TCS cannot navigate the difficult operating environment and partially restore profitability and cash flow generation over the next 12 months. In the first quarter ending July 1, 2023, TCS reported a sales decline of over 20% and roughly flat EBITDA compared with a year ago. We expect reported EBITDA to be down more than 30% from its 2022 peak when home good discretionary purchases were at an unusual all-time high. "We also expect EBITDA margin in 2023 to decline to around 18%, compared with 19.4% in 2022 and 23% in 2021. We anticipate the margin to deteriorate because of a double-digit percent revenue decline, which is due to tepid customer demand and in-store traffic and heavy promotional discounting activity. TCS plans to continue offering promotions with the strategies that perform best. "We anticipate TCS' margin and operating performance will remain challenged during the current fiscal year, and our base case assumes a modest rebound in both sales and profitability starting next year. However, we see elevated risks to the base case given the overhang of at-home spending demand and TCS' weakening credit metrics this year. "We expect TCS' S&P Global Ratings-adjusted leverage to increase to mid-3x in fiscal 2023 (ending April 2024) before slightly improving in fiscal 2024, and near-term limited but positive FOCF that is attributable to working capital release. Leverage metrics remain manageable, despite the company generating modest levels of FOCF. While TCS benefits from low levels of funded debt, the company has significant operating lease commitments that represent more than two-thirds of total S&P Global Ratings-adjusted debt. Note that the company has ample capacity of over $70 million under its $100 million ABL due October 2025. "However, the company's $160 million term loan is due in January 2026. We expect the interest burden to increase when TCS addresses the maturity due to the higher interest rate environment and weak operating performance, which will pressure FOCF generation over the long term. Growth initiatives will also affect FOCF, including plans to add a handful of stores each year, but could be pulled back in the future. "TCS is contending with weak demand trends and its niche position in a highly competitive operating environment. We believe the company is subject to volatile demand dynamics due to the highly discretionary nature of its product offering. TCS also has a small operational scale compared to peers, which could threaten its competitive position in the highly competitive, fragmented storage and organization segment. We only see competitive pressures intensifying over the long-term." Consumers are facing various financial strains, including high inflation, elevated interest rates, and increasing personal debt burdens. These factors are likely contributing to TCS' declining average basket size and sales comparisons, as well as overall performance. Looking ahead, with both federal student loan repayments coming due in October 2023 (third fiscal quarter) and the holiday season approaching, there is high uncertainty around the consumer's capacity and prioritization of discretionary spend categories, including home organization. S&P said, "TCS' ability to repair operating performance to align with our base expectations for calendar-year 2024 hinges largely on the success of its cost saving efforts and its promotional strategies to improve in-person traffic. TCS has invested in its e-commerce capabilities as part of its strategy to gain new and loyal customers, with online sales accounting for 22% of the total during fiscal 2022. We anticipate the e-commerce and mobile share of total sales to increase steadily over time, which will likely strengthen its competitive position over other home-related peers." At the same time, the secular shifts toward online shopping expose TCS to a world of virtual competitors and add further uncertainty to long-term demand channel penetration. The company has demonstrated early traction on some initiatives, including partnerships and new product categories, such as fragrances and plant-based cleansers. These were well-received by its customer base in the first fiscal quarter, with 50 new brands and over 500 new stock-keeping units (SKUs) released over the quarter. Partnerships and collaboration campaigns have proven successful, most notably with Dormify (a direct-to-consumer provider of college dorm room decor and functional items) and The Citizenry (an online brand selling sustainably and globally sourced home goods such as bedding, rugs, wall decor). S&P believes the success of these efforts is risky, although early indications are favorable that these efforts could somewhat offset to the very large decline in consumer demand from COVID-19 peaks. The negative outlook represents TCS' weakened operating performance. This was driven by depressed foot traffic in stores, a decreasing average basket size, overall tapering of discretionary spend in the current economic landscape, and a decline in post-COVID-19 at-home spending. In addition, the company has looming debt maturities in 2025 and 2026, which we will monitor in advance of becoming current. S&P could lower its rating on TCS if: -- S&P expects FOCF generation will trend flat to negative or it anticipates leverage will reach 3.5x. This could occur if fiscal 2023 underperforms our base case or if sales and margin do not improve in fiscal 2024, possibly due to intensifying macroeconomic headwinds or working capital usage driving FOCF downward; -- S&P's view of the company's competitive position deteriorates, notwithstanding credit measure stabilization; or -- Prospects for a timely refinancing deteriorate. S&P could revise the outlook to stable if: -- S&P expects leverage will improve to less than 3.5x and FOCF generation trends at least modestly positive; -- S&P views of the company's competitive position remains unchanged due to sales and profitability rebound; and -- Prospects for a timely refinancing are solid. CONTINENTAL AMERICAN: Seeks Cash Collateral Access -------------------------------------------------- Continental American Corporation and Pioneer National Latex, Inc. ask the U.S. Bankruptcy Court for the District of Kansas to use cash collateral on an interim basis and provide adequate protection. The Debtors require the use of cash collateral to pay for their regular expenses, including costs of goods, wages, leases, utilities, taxes, administrative expenses, and other ordinary operational costs. The Debtors are seeking to use approximately $17 million of cash collateral during the next 13 weeks. The Debtors anticipate that during the Specified Period, the net impact on cash collateral will be a reduction of approximately $3.25 million, but by the end of the Specified Period, Debtor will be operating in a cash neutral basis and will be ready to reorganize its operations. White Oak Commercial Finance, LLC holds a senior blanket security interest in and to the Debtors' cash collateral, together with a significant portion of the Debtor's fixed assets. CIBC Bank USA also holds a blanket security interest in and to the Debtors' cash collateral, which is second to the lien of White Oak (and has been modified to eliminate a number of items). CIBC's claim of approximately $3.8 million is primarily secured by a lien on real estate owned by one of CAC's non-filing, nonsubsidiary affiliates, Vlamis Enterprises Wichita, LLC, which holds a value of approximately $8 million. CIBC's claim is not impacted by the cases herein, and it will continue to receive payment post-petition through lease payments rendered by CAC to VEW for occupancy of the real estate. Finally, VFI KR SPE I, LLC holds a blanket security interest in and to the Debtors' cash collateral, as well as other personal property. White Oak holds a claim in the amount of approximately $7.7 million. VFI holds a claim in the amount of approximately $2.6 million. The cash collateral pledged to White Oak and VFI has a present value of $34.9 million. Moreover, the Debtors have a net equity position of approximately $30 million, inclusive of all assets and liabilities of CAC and all of its subsidiaries. All creditors secured by the cash collateral hold equity cushions of more than 500%. When combined with the Debtors' other unencumbered assets, direct and indirect, the use of cash collateral by the Debtors will present no risk of loss to any secured creditor. This alone constitutes adequate protection. The Debtors will grant a replacement lien and post-petition lien on post-petition assets to White Oak, CIBC, and VFI. The replacement liens and continuing liens will be in proportion to and to the extent that the cash collateral is used by Debtors on a post-petition basis, and in the same order and priority as such liens existed on the Petition Date. The Debtors further propose to provide White Oak, CIBC, and VFI with replacement liens on all future cash collateral, coupled with a Superpriority Administrative Claim, subject to a $150,000 professional fee Carve Out. These events constitute an "Event of Default": 1) the entry of an order by the Court granting relief from or modifying the automatic stay of 11 U.S.C. Section 362 (i) to allow any creditor to execute upon or enforce a lien on or security interest in any of the Collateral, other than forms of Collateral in which such moving party has a senior priority lien; 2) dismissal of the case or conversion of the case to Chapter 7 case; 3) the sale after the Petition Date of any portion of any of the Debtors' assets outside the ordinary course of dealing and without approval by the Court under 11 U.S.C. section 363; 4) the failure by the Debtors to perform, after notice from White Oak, CIBC, or VFI, in any respect, any of the material terms, provisions, conditions, covenants, or obligations under the Order granting the Motion. A copy of the motion is available at https://urlcurt.com/u?l=W115cz from PacerMonitor.com. About Continental American Corporation Continental American Corporation operates a balloon manufacturing business. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-10938) on September 22, 2023. In the petition signed by Daniel A. Flynn, chief executive officer, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. David Prelle Eron, Esq., at Prelle Eron & Bailey, P.A., represents the Debtor as legal counsel. CYTODYN INC: Macias Gini Won't Stand For Reelection as Auditor -------------------------------------------------------------- CytoDyn Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 19, 2023, it received notice from the Company's current independent registered public accounting firm, Macias Gini & O'Connell LLP, informing the Company that MGO declined to stand for re-election as the Company's fiscal year 2024 registered public accounting firm. The Company's Audit Committee had considered, but had not formally taken action regarding, a change in the Company's independent registered public accounting firm prior to Sept. 19, 2023. According to the Company, the audit reports of MGO on the Company's financial statements for the fiscal years ended May 31, 2022 and May 31, 2023, included in its Annual Reports on Form 10-K filed on Aug. 15, 2022, and Sept. 14, 2023, respectively, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the expression, in MGO's audit reports dated Aug. 15, 2022, and Sept. 14, 2023, that there was substantial doubt as to the Company's ability to continue as a going concern. During the fiscal years ended May 31, 2022 and May 31, 2023, as well as the subsequent interim period, there have been no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K), between the Company and MGO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of MGO, would have caused MGO to make reference to the subject matter of the disagreements in connection with its reports. The Company added that other than the material weaknesses described in MGO's opinion on the Company's internal control over financial reporting dated Aug. 15, 2022, that was included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2022, which report concluded that the Company's internal control over financial reporting was ineffective as of that date, and as further described in Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2023, in which the Company's management concluded that, following remediation efforts during the 2023 fiscal year, the Company's internal control over financial reporting was effective as of May 31, 2023, there were no "reportable events" under Item 304(a)(1)(v) of Regulation S-K that occurred or were identified during the Company's two most recent fiscal years ended May 31, 2022 and May 31, 2023, or during the subsequent interim period through Sept. 19, 2023. The material weaknesses related to the accounting treatment of certain equity transactions and the design and operating effectiveness of the Company's information technology general controls. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a clinical-stage biotechnology company focused on the development and commercialization of leronlimab, an investigational humanized IgG4 monoclonal antibody (mAb) that is designed to bind to C-C chemokine receptor type 5 (CCR5), a protein on the surface of certain immune system cells that is believed to play a role in numerous disease processes. CytoDyn is studying leronlimab in multiple therapeutic areas, including infectious disease, cancer, and autoimmune conditions. ytoDyn reported a net loss of $79.82 million for the year ended May 31, 2023, compared to a net loss of $210.82 million for the year ended May 31, 2022. As of May 31, 2023, the Company had $11.29 million in total assets, $120.79 million in total liabilities, and a total stockholders' deficit of $109.51 million. San Jose, California-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2023, citing that the Company incurred a net loss of approximately $70,146,000 for the year ended May 31, 2023 and has an accumulated deficit of approximately $832,012,000 through May 31, 2023, which raises substantial doubt about its ability to continue as a going concern. CYXTERA TECHNOLOGIES: Unsecureds Will Get 9.6% to 10.8% in Plan --------------------------------------------------------------- Cyxtera Technologies, Inc., et al., filed a Disclosure Statement relating to the Second Amended Joint Plan of Reorganization. Cyxtera filed these Chapter 11 Cases to implement a comprehensive financial and operational restructuring. The Plan provides that the Debtors will pursue the Recapitalization Transaction unless a more value-maximizing Sale Transaction materializes with a third party prior to the Sale Transaction Notice Deadline. The Debtors' goal from the outset of these Chapter 11 Cases has been to maximize value for all stakeholders on the most expeditious timeline possible. Accordingly, while the Plan contemplates the Recapitalization Transaction as the baseline transaction by which holders of claims should evaluate the Plan, the Debtors continue to engage with multiple bidders, and therefore, the Debtors may toggle to a Sale Transaction if a higher or otherwise better Sale Transaction materializes prior to the Sale Transaction Notice Deadline. If the Debtors toggle to a Sale Transaction pursuant to the Plan, the Debtors will file and serve a notice of such Sale Transaction by the Sale Transaction Notice Deadline that includes the identity of the successful bidder, as well as estimated recoveries with respect thereto for Holders of Class Three First Lien Claims (the "Estimated Recoveries"). If the Debtors do not toggle to a Sale Transaction, then by the Sale Transaction Notice Deadline, the Debtors will file and serve a notice of Estimated Recoveries for Holders of Class Three First Lien Claims under the Recapitalization Transaction. Under the Recapitalization Transaction: (i) Holders of First Lien Claims shall receive their pro rata share of 100 percent of the New Common Stock, subject to dilution by the Management Incentive Plan, (ii) Holders of General Unsecured Claims shall receive their pro rata share of the GUC Trust Net Assets, and (iii) all DIP Claims shall be converted on the Effective Date on a dollar-for dollar basis into New Takeback Facility Loans (unless such DIP Claims are paid in full in cash). The Recapitalization Transaction would deleverage Cyxtera's prepetition indebtedness by more than $950 million and provide Cyxtera with enhanced flexibility to invest in its business. If the Plan toggles to a Sale Transaction, then under a Sale Transaction: (i) Holders of First Lien Claims shall receive their pro rata share of the Distributable Consideration, (ii) Holders of General Unsecured Claims shall receive their pro rata share of the GUC Trust Net Assets, and (iii) Holders of DIP Claims shall receive payment in full in Cash or, with the consent of the Required Consenting Term Lenders, such other treatment rending such Allowed DIP Claims Unimpaired. On September 22, 2023, the Debtors, the Committee, and the Required Consenting Term Lenders reached an agreement regarding the Committee's potential challenges under the Final DIP Order and the Committee's potential objection to the Disclosure Statement. The resolution with the Committee is reflected in the Plan and provides substantial value to Holders of General Unsecured Claims in the form of GUC Trust Assets of $8.65 million in Cash. Accordingly, the Committee is supportive of the Plan and recommends that Holders of Class 4 General Unsecured Claims vote in favor of the Plan. Class 4 consists of General Unsecured Claims. Except to the extent that a Holder of a General Unsecured Claim agrees to less favorable treatment or such General Unsecured Claim has been paid prior to the Effective Date, each Holder of a General Unsecured Claim shall receive, in full and final satisfaction of such Claim, its pro rata share of the GUC Trust Net Assets. The allowed unsecured claims total $80,000,000 to $90,000,000. This Class will receive a distribution of 9.6% to 10.8% of their allowed claims. If the Recapitalization Transaction or the Equity Investment Transaction is consummated, the Debtors shall fund distributions under the Plan, as applicable, with: (i) the issuance of New Takeback Facility Loans under the New Takeback Facility, (ii) the proceeds from the Equity Investment Transaction, (iii) the New Common Stock, (iv) the GUC Trust Net Assets, and (v) the Debtors' Cash on hand. If the Asset Sale is consummated, the Debtors shall fund distributions under the Plan with: (i) the proceeds from the Asset Sale, (ii) the GUC Trust Net Assets, (iii) the Debtors' Cash on hand, and (iv) the proceeds of any Causes of Action retained by the Post-Effective Date Debtors. A copy of the Disclosure Statement dated September 24, 2023, is available at https://urlcurt.com/u?l=wsEedB from Kccllc, the claims agent. Co-counsel for the Debtors: Edward O. Sassower, Esq. Christopher Marcus, Esq. Derek I. Hunter, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 E-mail: edward.sassower@kirkland.com christopher.marcus@kirkland.com derek.hunter@kirkland.com - and - Michael D. Sirota, Esq. Warren A. Usatine, Esq. Felice R. Yudkin, Esq. COLE SCHOTZ P.C. Court Plaza North, 25 Main Street Hackensack, NJ 07601 Telephone: (201) 489-3000 E-mail: msirota@coleschotz.com wusatine@coleschotz.com fyudkin@coleschotz.com About Cyxtera Technologies Headquartered in Coral Gables, Fla., Cyxtera Technologies, Inc. -- https://www.cyxtera.com/ -- is a global data center company providing retail colocation and interconnection services. The Company provides a suite of connected and automated infrastructure and interconnection solutions to more than 2,300 enterprises, service providers and government agencies around the world -- enabling them to scale faster, meet rising consumer expectations and gain a competitive edge. Cyxtera and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Lead Case No. 23-14853) on June 4, 2023. In the petition signed by Eric Koza, chief restructuring officer, the Debtor disclosed up to $131 million in assets and up to $2.679 billion in liabilities. Judge John K. Sherwood oversees the case. The Debtors tapped Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Cole Schotz P.C. as co-bankruptcy counsel, Guggenheim Securities, LLC as investment banker, AlixPartners LLP as restructuring advisor, and Kurtzman Carson Consultants LLC as noticing and claims agent. An ad hoc group of first lien lenders is represented by Gibson, Dunn & Crutcher LLP as legal counsel and Houlihan Lokey, Inc. as financial advisor. On June 20, 2023, the U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors. The committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel and Alvarez & Marsal North America, LLC, as financial advisor. DAWG'S SPORTS: Hires Steidl and Steinberg as Legal Counsel ---------------------------------------------------------- Dawg's Sports Bar & Grill, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Steidl and Steinberg, P.C. to handle their Chapter 11 case. The Debtor paid Steidl and Steinberg a retainer of $5,000 for its services, plus the filing fee of $1,738. Christopher Frye, Esq., an attorney at Steidl & Steinberg, will be paid at his hourly rate of $350 and will be reimbursed for work-related expenses incurred. Mr. Frye disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher M. Frye, Esq. STEIDL & STEINBERG, PC 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Telephone: (412) 391-8000 Email: chris.frye@steidl-steinberg.com About Dawg's Sports Bar & Grill, LLC Dawg's Sports Bar & Grill, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21874) on Sep. 1, 2023, listing $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Christopher M. Frye, Esq. at Steidl & Steinberg represents the Debtor as counsel. DELTA AIR: Egan-Jones Retains B Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'B' foreign currency and local currency senior unsecured ratings on debt issued by Delta Air Lines, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides scheduled air transportation for passengers, freight, and mail over a network of routes. DELTA WHOLESALE: Gets OK to Hire George Jacobs as Attorney ---------------------------------------------------------- Delta Wholesale Tire Center Inc. received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ George E. Jacobs, Esq., a practicing attorney in Flint, Mich., to handle its Chapter 11 case. Mr. Jacobs will be paid an hourly fee of $325 for his services and will be reimbursed for out-of-pocket expenses incurred. The Debtor paid the attorney the sum of $20,000 as retainer. Mr. Jacobs disclosed in a court filing that he is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. Mr. Jacobs holds office at: George E. Jacobs, Esq. 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: george@bklawoffice.com About Delta Wholesale Tire Center Inc. Delta Wholesale Tire Center, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-31065) on June 29, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D. Applebaum oversees the case. The Debtor is represented by George E. Jacobs, Esq., at Bankruptcy Law Offices. DEPETRIS FAMILY: Court OKs Cash Collateral Access Thru Nov 20 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized DePetris Family, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through November 20, 2023. The Debtor requires the use of cash collateral to meet ordinary cash needs and pay actual expenses. The Debtor is permitted to use cash collateral solely for the following purposes: a. maintenance and preservation of their assets: b. continued operation of their businesses, including but not limited to payroll, payroll taxes, employee expenses, and insurance costs: c. completion of work-in-process: and d. operation and maintenance of the shopping center. People's Security Bank has a secured claim against the Debtor in the approximate principal amount of $3.8 million pursuant to the loan transaction entered into by and between the Debtor and People's Security Bank. First Commonwealth Bank has a secured claim against the Debtor in the approximate principal amount of $9.7 million, inclusive of a cash reserve held by First Commonwealth Bank of approximately $419,631. These credit facilities are documented between the Debtor and the Secured Creditors, as amended and modified from time to time and certain, related notes and various other documents as described in detail in the Loan Agreements. As adequate protection, the Debtor will pay People's Security Bank monthly installments of $28,785 per month, and pay First Commonwealth Bank monthly interest only payments as follows: $39,268 on September 20, 2023, $40,499 on October 15, 2023 and $39,122 on October 14, 2022 and full interest only payments of any month thereafter, which the application thereof to interest, principal or otherwise will abide further order of the Court. The Lender is also granted a valid, automatically-perfected and fully-enforceable, replacement security interest and first lien in all of the Debtor's assets and the proceeds thereof, subject only to any preexisting, validly-perfected, prior liens, pursuant to Bankruptcy Code section 361(2) and 363 to the extent of the Debtor's use of the Secured Creditor's cash collateral and to the extent the value of the Collateral declines after the Petition Date. The Adequate Protection Payments and Replacement Liens granted will be automatically deemed perfected upon entry of the Order without the necessity of the Secured Creditors taking possession, tiling financing statements, mortgages or other documents. A further hearing on the matter is set for November 10, 2023 at 11:30 a.m. A copy of the order is available at https://urlcurt.com/u?l=zYeI6s from PacerMonitor.com. About DePetris Family LLC DePetris Family LLC owns and operates a shopping center located at 200 Tuckerton Road, Medford, NJ 08053. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Penn. Case No. 23-12542) on August 25, 2023. In the petition signed by James DePetris, manager, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Magdeline D. Coleman oversees the case. Allen B. Dubroff, Esq., at Allen B. Dubroff Esq. & Associates, LLC, represents the Debtor as legal counsel. DFREH 1436: Seeks to Sell NJ Property for $301,000 -------------------------------------------------- DFREH 1436 W Nedro Avenue, LLC asked the U.S. Bankruptcy Court for the Eastern District of New York to approve the private sale of its residential property located at 276 South 11th St., Newark, N.J. The company is selling its property to Eli Birnbaum, a resident of West Orange, N.J., for $301,000. The property will be sold "free and clear" of liens, taxes, claims and interests, according to DFREH's attorney, Kevin Nash, Esq., at Goldberg Weprin Finkel Goldstein, LLP. There are no mortgages encumbering the property. Any statutory lien including real estate taxes will be paid in full from the proceeds of the sale. DFREH holds a 25% interest in the property while the rest is owned by three other investors who consented to the sale. Given its 25% interest, DFREH stands to receive as much as $75,000 from the proceeds of the sale. The other owners are paying all costs associated with the sale without any deductions from the company's share of the proceeds. The company's share will be deposited into its debtor-in-possession operating account and will not be used without further court order. "It is unlikely that competitive bidding will result in a meaningfully higher or better offer," Mr. Nash said. "[DFREH] is content to play it safe, so to speak, through approval of the contract as a straight private sale." A sale hearing is scheduled for Oct. 11. Objections are due by Oct. 9. About DFREH 1436 W Nedro Avenue DFREH 1436 W Nedro Avenue, LLC was first organized in 2020 to acquire particular residential property in Philadelphia and has since expanded the scope of its business operations to become a holding company of fractionalized real interests (ranging from 5% to 100%) in a group of properties many of which are in Brooklyn, N.Y. DFREH filed Chapter 11 petition (Bankr. E.D.N.Y. Case No. 23-41819) on May 23, 2023. In the petition filed by its chief restructuring officer, Earl R. Davis, the Debtor reported $1 million to $10 million in both assets and liabilities. The petition states that funds will be available to unsecured creditors. Judge Jil Mazer-Marino oversees the case. The Debtor is represented by Goldberg Weprin Finkel Goldstein, LLP. DIAMOND ELITE: Seeks to Hire Affinium Security Protection --------------------------------------------------------- Diamond Elite Park LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Affinium Security Protection LLC to provide security services. Affinium will provide protection to the Debtor's property located at 9630 North 25th Avenue, Phoenix, Arizona. The services include five visits per day, seven days a week between &:00 pm and 6:00 am, including a security patrol guard who will park in front of the property. The firm will received $29 per visit. The firm can be reached through: Monica X. Olivas Affinium Security Protection LLC 2916 N 35th Ave Suite 08 Phoenix, AZ 85017 Phone: (602) 748-4888 Email: ServiceRequest@Affiniuminc.com About Diamond Elite Park LLC Diamond Elite is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Diamond Elite Park LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-22520) on July 9, 2023. The petition was signed by David Goldwasser as vice president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Kevin J. Nash, Esq. at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP represents the Debtor as counsel. DIXON TOWN HOMES: Court OKs Deal on Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized Dixon Town Homes LLC to use cash collateral on an interim basis in accordance with its stipulation with Corevest American Finance Lender LLC. As previously reported by the Troubled Company Reporter, the Debtor requires the use of cash collateral to pay its mortgage and other direct operating expenses. In 2019, the Lender loaned the Debtor the approximate amount of $3 million, evidenced by the Note. The obligations under the note are secured by a Deed of Trust, Assignment of Rents and Security Agreement, recorded against the aforesaid property. A. The Lender has recorded a notice of default with respect to the Property. B. After the filing date, the Lender filed a proof of claim alleging the amount of $4.213 million was owing as of June 14, 2023. The rents generated from the Property constitute the cash collateral of Lender. As of July 31, 2023, the Debtor was holding cash collateral in a segregated debtor in possession bank account in accordance with 11 U.S.C Section 363(c)(4) with Wells Fargo Bank. The parties agreed that the Debtor may use cash collateral for an interim period ending the earlier of December 31, 2023 or the date that Debtor confirms a plan of reorganization. As adequate protection, the Lender will be granted a valid, duly perfected, enforceable and non-avoidable replacement lien and security interest of the same priority in all post-petition cash collateral. To the extent that the Lender's lien on all post-petition cash collateral is insufficient to compensate the Lender for the prepetition cash collateral, the Lender will also be allowed an administrative priority claim in accordance with the provisions of 11 U.S.C. Section 507(b) for any deficiency. The Debtor will timely pay and maintain all insurance coverage for the Property which is required under the Loan Documents. The Debtor will maintain such coverage in full force and effect at all times. The term of the Stipulation is through the last day of the Interim Period. However, the Stipulation may terminate prior to expiration of the Interim Period and the Stipulation will terminate immediately and automatically upon the occurrence of the following: a. The appointment of a Chapter 11 trustee for the Debtor; b. The dismissal or conversion of the Debtor's Chapter 11 case to a Chapter 7 case; a. The entry of an order granting relief from the automatic stay with respect to the Property; or b. The written agreement of the Lender and the Debtor to terminate the Agreement. A copy of the order is available at https://urlcurt.com/u?l=zEcEwc from PacerMonitor.com. About Dixon Town Homes Dixon Town Homes LLC, a company in Sacramento Calif., filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-40682) on June 14, 2023, with as much as $1 million to $10 million in both assets and liabilities. Waqar Khan as president, signed the petition. Judge William J. Lafferty oversees the case. The Law Office of Lewis Phon serves as the Debtor's legal counsel. DURANGO RV: Mark Dennis of SL Biggs Named Subchapter V Trustee -------------------------------------------------------------- The U.S. Trustee for Region 11 appointed Mark Dennis, a certified public accountant at SL Biggs, as Subchapter V trustee for Durango RV Rental, Inc. Mr. Dennis will be paid an hourly fee of $400 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Dennis declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark D. Dennis, CPA SL Biggs, A Division of SingerLewak, LLP 2000 S. Colorado Blvd., Tower 2, Ste. 200 Denver, CO 80222 Phone: 303-226-5471 Email: mdennis@slbiggs.com About Durango RV Rental Durango RV Rental, Inc., a company in Durango Colo., provides RV Motorhomes and travel trailer rental services. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bakr. D. Colo. Case No. 23-14083) on Sept. 11, 2023, with up to $10 million in both assets and liabilities. Eleanore Radoslovich, chief executive officer, signed the petition. Stephen Berken, Esq., at Berken Cloyes, PC, represents the Debtor as legal counsel. DXP ENTERPRISES: S&P Rates New $550MM Senior Secured Term Loan 'B' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to DXP Enterprises Inc.'s proposed $550 million senior secured term loan B due 2030. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) in the event of a default. DXP intends to use the proceeds from the proposed issuance to fully repay its existing roughly $426 million senior secured term loan B due 2027 and add cash to the balance sheet to pre-fund tuck-in M&A that are committed or under letters of intent (LOIs), and to pay associated fees and expenses. S&P said, "The proposed term loan does not affect our 'B' issuer credit rating or stable outlook because it does not impair our forecast for the company's S&P Global Ratings-adjusted leverage to remain comfortably below our downside ratings threshold of 7x through 2023. Pro forma for the transaction, we forecast year-end 2023 S&P Global Ratings-adjusted leverage of around 3x, which we forecast will decline below 3x in 2024 as the company completes acquisitions and benefits from the associated growth in its EBITDA base. Further, we forecast DXP's liquidity to remain adequate, with $15.5 million in cash and no borrowings on its $135 million ABL facility as of June 30, 2023. "We expect DXP will continue to pursue an acquisitive strategy through bolt-on acquisitions to supplement organic revenue growth. Recent acquisitions have focused on water and wastewater end markets, as well as compressors, pumps, filters, and process equipment products, in an effort to continue to diversify away from the company's more volatile oil and gas exposure. Despite strength in the energy end markets in 2022, the company's oil and gas exposure has decreased to 30% of revenues as of fiscal 2022, down from about 66% in 2014. While we continue to view the company's general industrial end markets as relatively cyclical, we believe the current revenue mix shift toward more stable exposures will result in less revenue volatility in future cycles. We continue to monitor the company's progress in addressing its reported material weaknesses in internal controls, which it expects to last through 2023. We believe DXP is making progress in addressing the issues, given it has switched auditors and appointed a new chief accounting officer." ISSUE RATINGS—RECOVERY ANALYSIS Key analytical factors -- The issue-level rating on the senior secured term loan is 'B'. The '3' recovery rating reflects S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. -- S&P's simulated default scenario contemplates a default occurring in 2026 due to a prolonged recession and weakness in the energy and industrial end markets, which reduces demand for the company's products and services. -- S&P believes that the company's lenders will aim to maximize its value and pursue a reorganization rather than a liquidation in a default scenario. Therefore, S&P values DXP on a going-concern basis and apply a 5x multiple to our projected emergence EBITDA, consistent with capital goods industry peers. -- S&P assumes 60% of the $135 million ABL facility (not rated) would be drawn at default. -- All debt amounts include six months of prepetition accrued interest. Simulated default assumptions -- Year of default: 2026 -- EBITDA at emergence: $83 million -- Valuation EBITDA multiple: 5.0x -- Jurisdiction: U.S. Simplified waterfall -- Gross enterprise value: $414 million - Net enterprise value (after 5% administrative costs): $393 million -- Valuation split (obligors/nonobligors): 90%/10% -- Priority claims (ABL): $80 million -- Remaining collateral value available for secured debt claims: $300 million -- Total unpledged value available for secured debt claims: $14 million -- Estimated senior secured term loan claims: $558 million --Recovery expectations: 50%-70% (rounded estimate: 55%) ELENAROSE CAPITAL: Hires Kroger Gardis & Regas as Legal Counsel --------------------------------------------------------------- ElenaRose Capital LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Indiana to hire Kroger Gardis & Regas, LLP as its legal counsel. The firm's services include: a. preparing of filings and applications and conducting examinations necessary to the administration of these matters; b. providing advice regarding Debtors' rights, duties, and obligations as debtors-in-possession; c. performing legal services associated with and necessary to the day-today operations of the business, including, but not limited to, institution and prosecution of necessary legal proceedings, loan restructuring, and general business and corporate legal advice and assistance, all of which are necessary to the proper preservation and administration of the estate; d. representing and assisting the Debtor(s) in complying with the duties and obligations imposed by the Bankruptcy Code, the orders of this Court, and applicable law; e. representing the Debtors at hearings and other proceedings before this Court; f. negotiating, preparing, confirming, and implementing of a plan of reorganization; and g. taking any and all other necessary action incident to the proper preservation and administration of the state in the conduct of Debtors' business. The firm will charge these hourly fees: Weston E. Overturf, Partner $395 Harley K. Means, Partner $395 Anthony T. Carreri, Associate $350 Jason T. Mizzell, Associate $350 Deidre Gastenveld, Paralegal $175 As disclosed in court filings, Kroger, Gardis & Regas does not represent interests adverse to the Debtor or the bankruptcy estate in the matters upon which it is to be engaged. The firm can be reached through: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About ElenaRose Capital ElenaRose Capital LLC is a limited liability company in Indiana. ElenaRose Capital LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665) on Sept. 8, 2023. In the petition filed by Louis Capolino, as president and manager, the Debtor reports assets up to $50,000 and liabilities between $1 million and $10 million. The Debtor is represented by Anthony Thomas Carreri, Esq. at Kroger Gardis & Regas LLP. EMPIRE COMMUNITIES: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B-' issuer credit rating on Canadian-based homebuilder Empire Communities Corp. and its 'B-' issue-level ratings on the company's debt. At the same time, S&P revised its liquidity assessment to adequate from less than adequate because the company's revolving credit facility was increased $110 million and extended until 2026. S&P also revised the outlook to stable from negative given the improved liquidity assessment. The stable outlook reflects S&P's expectation for leverage between 5x and 6x through the end of 2024 and adequate liquidity. Empire extended the maturity of its revolving credit facility. On Jan. 26, 2023, it increased the facility to $375 million from $265 million and extended the maturity to Jan. 26, 2026. S&P thus revised its liquidity assessment to adequate from less than adequate. Empire has a smaller revenue base and fewer closings than other rated homebuilders. It is one of the smallest homebuilders S&P rates based on closings. Empire generated about C$1.46 billion of homebuilding revenues in fiscal 2022 based on 1,140 low-rise and land closings in the U.S., 810 in Canada, and 477 condominium sales. Only four homebuilders we rate generated less homebuilding revenue than Empire: The New Home Co. (B-/Stable/--), STL Holding Co. LLC (B-/Stable/--), Brookfield Residential Properties ULC (B/Negative/--), and Adams Homes Inc. (B+/Stable/--). The company is in four of the top 10 U.S. markets but does not have a leading position in any of them. However, Empire is the No. 1 homebuilder in the outer Greater Golden Horseshoe (GGH) area of Ontario, Canada, and the fourth largest in the Greater Toronto area (GTA) and inner GGH. As a small builder, it lacks economies of scale and management and might face challenges expanding the scale while maintaining cost controls and competitive overhead expenses. Empire has a limited presence in the U.S., focusing on entry-level and move-up buyers. Empire is moderately diversified, with a presence in the U.S. (45% of 2022 home sale revenues) and Canada (55%). In the U.S., it operates in Houston; Austin, Texas; San Antonio; Atlanta; Chattanooga, Tenn.; and several markets in the Carolinas. In Canada, it has a presence in the GGH and Toronto. These are fewer markets than those of its rated peers. The company has some product diversification versus pure-play single-family homebuilders because it develops lots for single-family construction, builds single-family attached and detached homes for sale, and develops urban high-rise towers with condominium units primarily catering to entry-level and move-up buyers. Empire recently established a residential rental division to further diversify its asset and customer base. The outlook is stable, reflecting S&P's expectation for leverage between 5x and 6x through the end of 2024 with adequate liquidity. S&P could lower the rating over the next 12 months if: -- Empire's acquisitive strategy yields insufficient returns to support a sustainable capital structure, with leverage approaching or exceeding 10x because EBITDA does not increase as quickly as S&P anticipates. -- Adverse market conditions or significant operational issues reduce EBITDA interest coverage to less than 1x. -- Refinancing risks increase, measured by its debt maturity profile falling below two years, in conjunction with its liquidity and potential funding availability narrowing. S&P could take a positive rating action over the next 12 months if: -- Home closing volumes outperform our forecast, leading to EBITDA growth that sustainably drives leverage below 5x; and -- Empire proactively manages debt refinancing. Environmental factors are a moderately negative consideration in S&P's credit rating analysis of Empire Communities. The company is subject to a variety of local, state, and federal statutes, ordinances, rules, and regulations concerning health and environmental protection. Governance factors are also a moderately negative consideration based on the lack of a board as the family is sole owner of the company with two founding members running the company. EMPIRE RESORTS: Fitch Puts 'B' LongTerm IDR on Watch Negative ------------------------------------------------------------- Fitch Ratings has placed Empire Resorts, Inc.'s (Empire) Long-Term Issuer Default Rating (IDR) of 'B' and its 'BB-'/'RR2' senior secured notes on Rating Watch Negative (RWN). The RWN on Empire's ratings incorporates the risk that Genting New York LLC (GENNY, BBB-/RWN) may not win a full-scale casino license in downstate New York, for which the bidding process is underway. If GENNY does not win the license, Fitch believes the New York market's (consisting of GENNY and Empire) strategic importance to the Genting group and incentives for Genting Berhad (GENT, BBB/Stable) to provide support would be weaker. This could lead to Empire's IDR being downgraded by more than one notch. The RWN also reflects decreased confidence in the company's ability to refinance its 2024 Holdco debt in lieu of parent support. The RWN may not be resolved within the next six months, as the bid process may take longer to conclude. Empire's standalone credit profile (SCP) is consistent with a 'CCC+', while the IDR benefits from a two-notch uplift pursuant to Fitch's 'Parent and Subsidiary Rating Linkage' criteria. This reflects Empire's moderate linkage to Genting Malaysia (GENM; BBB/Stable), which owns a 49% stake in Empire. The balance is owned by Kien Huat, the investment vehicle of the Lim family that controls Genting. KEY RATING DRIVERS Genting Relationship a Positive: Fitch views Empire's association with GENM positively, and it warrants a two-notch uplift from the 'CCC+' SCP under Fitch's 'Parent and Subsidiary Rating Linkage' criteria through the "stronger parent, weaker subsidiary" approach. The bottoms-up approach focusing on the SCP differs from other Genting-owned entities that are equalized or notched down from the parent's rating. This is primarily due to Genting not wholly owning Empire Resorts, as Kien Huat owns 51% and controls Empire. In addition, Fitch believes Resorts World Catskills (RWC) has less strategic value than other wholly owned Genting properties, which are generally large-scale flagship assets that generate materially greater cash flow. Fitch considers legal incentive between the parent and subsidiary weak, but the strategic and operational incentives medium. The linkage reflects demonstrated financial support; reputation risk to Genting as the group is interested in obtaining a full casino license in or closer to New York City as well as possibly other major gateway jurisdictions; and strategic/operational linkage vis-a-vis brand sharing and cross-marketing. NYC Licenses Looming: With up to three new downstate New York full-scale casino licenses now formally in process, RWC will face greater competitive pressure as licenses are awarded. RWC is located approximately 90 miles from New York City and already competes with Atlantic City, NJ, eastern Pennsylvania, New York City area slots-only properties and Connecticut tribal casinos for New York metro area customers. The additional gaming supply directly in New York City will erode a portion of RWC's player base, especially the table games. Although the exact timing remains unclear, the competitive landscape of New York makes significant, long-term growth in the company's gaming revenues unlikely. Hudson Valley Cannibalization The opening of Resorts World Hudson Valley (RWHV) has led to some initial cannibalization from the Empire's RWC location. As of Q2 2023, EBITDA has declined year-over-year due to increased selling general and administrative expenses and gaming taxes as a percentage of gross gaming revenue. Gaming taxes are higher at RWHV (partially offset by lower operating costs at the facility), exacerbating cannibalization at RWC as profits are lost. Fitch expects revenues to return to the RWC location as management focuses on promoting each location to different markets. The opening of Monster Golf Course at RWC should also drive additional traffic into the location. Empire has also undertaken several operational initiatives that are anticipated to drive profitability in the near term. Capex Declines to Stabilize Liquidity: With all expansionary projects and openings completed, Fitch forecasts capex spend to decrease materially to maintenance levels of about $5 million per annum. In 2019, 2021, and 2022 RWC spent $25, $23, and $18 million in capex respectively on various projects, including Monster Golf and online sports betting. While the company's FCF profile is forecasted to improve in the near term, increased cannibalization from NYC competition should mitigate any beneficial impact in the intermediate term. Elevated Leverage: FY 2022 EBITDAR leverage was 10.7x. Fitch forecasts adjusted leverage to peak at 12.5x in 2023 before gradually declining to 8.6x by 2026. Fitch's leverage calculation includes an 8x capitalization adjustment for Empire's rent expense and includes HoldCo debt. This level of leverage is excessive compared to other peers in regional gaming, and the company's neutral level FCF provides unclear prospects of any material deleveraging going forward. Holdco debt matures in October of 2024, and the secured notes mature in 2026. Fitch expects the HoldCo debt to be re-financed prior to its maturity at 2024 or addressed through parental support as has occurred in the past. Geographic Concentration: Empire operates two properties, RWC and RWHV, in a competitive market that is subject to new supply in the short and medium term. Single-site casino operators are typically rated on the low end of speculative grade, though some can achieve higher ratings if they are in well-protected, monopolistic type regulatory environments and have very low leverage. Empire will become somewhat more diversified with its second property, the Video Lottery Terminal ('VLT') facility, RWHV, opened in Newburg, NY in 4Q22. However, given the geographic proximity of RWHV to RWC, the ratings benefit from opening the additional casino will be somewhat limited. DERIVATION SUMMARY Empire's SCP is consistent with most other single-site casino operators, which are typically on the lower end of speculative grade. The rating reflects Empire's geographic concentration in a competitive environment subject to new supply risk in the medium term. The SCP also reflects high EBITDAR leverage and a weaker FCF profile than its regional gaming peers. Fitch treats the HoldCo debt as debt of the rated entity due to potential enforcement of a share pledge triggering a change of control at the rated entity level. KEY ASSUMPTIONS - Revenue growth of 9% and 14% in 2023 and 2024 respectively driven by the ramp-up of RWHV, reduced cannibalization, and operational improvements. Low single digit revenue growth forecast thereafter due to no further projects in the pipeline and uncertainty around future competition in NYC. - EBITDA margins decrease to 7.4% in 2023 before increasing to 10.4% in 2024 driven by operational initiatives and marketing decreasing cannibalization between facilities. - Reduced capex spend to maintenance spend throughout the forecast increases FCF to cover Holdco amortization. Cash fluctuates between $19 and $21 million throughout forecast. - Empire successfully refinances Holdco debt in 2024 and senior secured notes in 2026 due to continued ownership support. - EBITDAR leverage peaks at 12.5x in 2023 and declines to 8.6x by end of forecast. Recovery Assumptions The recovery analysis assumes that Empire would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim and there is no revolver in the capital structure. The most likely scenario of bankruptcy in the near term would be related to the refinancing of the HoldCo debt due 2024. Going-concern EBITDA of roughly $41 million is higher than Fitch's 2024 estimates. This level of EBITDA is representative of margins around 12% as opposed to 10% presented in its base case. Post-bankruptcy, Fitch believes a new owner would be able to run RWC more efficiently through managing the food and beverage segment or via economies of scale. Considering EBITDA of regional casinos run by experienced operators like MGM or Caesars ranges from low-20% to mid-30%, the potential margin improvement appears to carry low execution risk with further upside potential. Fitch applies a 6.0x EV/EBITDA multiple, which reflects the intense competitive environment, limited track record of operations, fixed rent costs, and less established player database relative to larger, regional peers. This is balanced by the property's younger age and quality, having opened in 2018. Fitch typically assigns 5.5x - 7.0x multiples to regional gaming companies depending on diversification, competitive environment, asset quality, and existence of meaningful leases. Fitch forecasts a post-reorganization enterprise value of roughly $221 million after the deduction of expected administrative claims of 10%. This results in an 'RR2' recovery rating for the senior secured notes, which equates to +2 notching from the IDR to 'BB-'. Given the structural subordination of the HoldCo debt, it does not impact the recovery analysis of the Empire senior secured notes. RATING SENSITIVITIES The RWN will be resolved once it is confirmed that GENNY has won a full-scale casino license in downstate New York, or if it is out of contention. The RWN may not be resolved within the next six months, as the bid process may take longer to conclude. Factors that could, individually or collectively, lead to positive rating action/upgrade: - Reductions in EBITDAR leverage toward 7.0x (includes HoldCo debt); - FCF margin consistently positive; - An increase in rating linkage with Genting Malaysia; - Greater geographic diversification. Factors that could, individually or collectively, lead to negative rating action/downgrade: - Negative FCF prolonged such that liquidity from excess cash buffer is eroded; - A greater degree of cannibalization from the incremental downstate New York competition than anticipated by Fitch; - A decrease in rating linkage with Genting Malaysia and heightened refinancing risk in lieu of parent support. LIQUIDITY AND DEBT STRUCTURE Limited Liquidity: Empire had $22.6 million in cash as of June 30, 2023, down from $42.5 million as of year-end 2022. The decrease in cash is primarily due to expansionary capex, one-time costs, and seasonality. There is no revolver in place, however; there is a carve-out in the indenture for a first money out, pari passu commitment. The company has also completed capital expenditures related to Monster Golf and Fitch expects capex to decline to maintenance levels going forward. Fitch forecasts cash remaining at about $20 million throughout the forecast. Refinancing Risk: Empire's Holdco debt matures in October of 2024 and its senior secured notes mature in November of 2026. Due to increased competition, Fitch does not expect material deleveraging to sub 8x levels. The company's ability to refinance is dependent on continued ownership support in the form of comfort letters and keepwell deeds. ISSUER PROFILE Empire Resorts, Inc. owns and operates RWC, a full-scale casino located roughly 90 miles outside New York City and RWHV, its VLT facility in Newburgh, NY. SUMMARY OF FINANCIAL ADJUSTMENTS - Fitch adds back non-recurring items to EBITDA. Fitch also includes HoldCo debt in its leverage calculation as it is considered debt of the rated entity per Fitch's criteria. 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 ----------- ------ -------- ----- Empire Resorts Inc. LT IDR B Rating Watch On B senior secured LT BB- Rating Watch On RR2 BB ENERPAC TOOL: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on September 15, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Enerpac Tool Group Corp. Headquartered in Menomonee Falls, Wisconsin, Enerpac Tool Group Corp. operates as an industrial tools and services company. ESCO LTD: Amends Plan; Confirmation Hearing Nov. 15 --------------------------------------------------- ESCO, Ltd., submitted a Revised Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated September 19, 2023. The Plan, if confirmed, will establish the Liquidating Trust, by and through which the Liquidating Trustee will marshal the Assets of the Estate, review and object to the Claims, analyze and litigate Causes of Action, and make Distributions to Holders of Allowed Claims. The Debtor estimates that it has approximately $16 million of outstanding unsecured debt, which is comprised mostly of trade debt due to vendors. For the avoidance of doubt, the unsecured debt was not deemed satisfied pursuant to the Final DIP Order and remains outstanding. Shortly after the Petition Date, the Debtor, with the assistance of the Store Closing Consultant, commenced going out of business, store closing, everything must go, and similarly themed sales of the Debtor's assets and inventory at all 39 retail locations pursuant to the Bankruptcy Court's interim, and then final approval of its proposed store closing procedures. As a result of these sales, the Debtor increased the value of its Estate by approximately $11,500,000.00. The Revised Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 2 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive a Liquidating Trust Interest, which shall entitle each Holder thereof to its pro rata share of Liquidating Trust Assets after satisfaction in full of all Allowed Administrative Claims, Allowed Professional Fee Claims, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Liquidating Trust Expenses. * Holders of Class 3 Interests shall not receive or retain any property or interest in property on account of such Interests, such Interests shall be cancelled, extinguished, and discharged upon the Effective Date of the Plan, and the Holders of Class 3 Interests shall take nothing under the Plan. From and after the Effective Date, the Debtor for all purposes shall be deemed to have dissolved and withdrawn its business operations from any state or country in which it was previously conducting, or is registered or licensed to conduct, its business operations, and shall not be required to File any document, pay any sum or take any other action, in order to effectuate such dissolution and withdrawal, provided, however, the Debtor, with the consent of the Liquidating Trustee, may elect to delay the dissolution of the Debtor beyond the Effective Date, if they determine such delay is in the best interest of the Liquidating Trust and the Liquidating Trust Beneficiaries. In the event that the dissolution of the Debtor is delayed beyond the Effective Date, the Liquidating Trustee shall dissolve such Debtor as soon as reasonably practical. On the Effective Date, the Debtor shall irrevocably transfer and shall be deemed to have irrevocably transferred, all right, title, and interest in and to the Liquidating Trust Assets to the Liquidating Trust, which Liquidating Trust Assets shall automatically vest in the Liquidating Trust free and clear of all Claims, liens, charges, other encumbrances, or Interests, except for the obligations under this Plan. On and after the Effective Date, the Liquidating Trust, acting by and through the Liquidating Trustee, may use, acquire, and dispose of Assets and compromise or settle any Claims or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, other than those restrictions imposed by the Plan or the Confirmation Order. The Confirmation Hearing has been scheduled for November 15, 2023 at 10:00 a.m. before the Honorable Chief Judge David E. Rice in Courtroom 9-D, 101 W. Lombard St., Baltimore, MD 21201 to consider final approval of the Plan and Confirmation of the Plan. Any objection to final approval of the Combined Disclosure Statement and Plan must be filed on or before November 6, 2023, at 4:00 p.m. A full-text copy of the Revised Combined Disclosure Statement and Plan dated September 19, 2023 is available at https://urlcurt.com/u?l=j9R5yG from Stretto, Inc., claims and noticing agent. Counsel to the Debtor: Christopher A. Ward, Esq. Polsinelli PC 222 Delaware Ave., Suite 1101 Wilmington, DE 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 Email: cward@polsinelli.com About ESCO Ltd. ESCO, Ltd., a retailer of apparel and footwear in Gwynn Oak, Md., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 23-12237) on March 31, 2023. In the petition signed by its chief restructuring officer, Stanley W. Mastil, the Debtor disclosed $10 million to $50 million in both assets and liabilities. The Debtor tapped Polsinelli PC as bankruptcy counsel and Gavin/Solmonese, LLC as restructuring advisor. Mr. Mastil of Gavin/Solmonese serves as the Debtor's chief restructuring officer. Stretto, Inc. is the Debtor's claims and noticing agent and administrative advisor. The U.S. Trustee for Region 4 appointed an official committee to represent unsecured creditors in the Debtor's Chapter 11 case. Kelley Drye & Warren LLP, Cole Schotz P.C., and Berkeley Research Group LLC serve as bankruptcy counsel, local counsel and financial advisor, respectively. EVENT PROMOTION: Wins Cash Collateral Access Thru Nov 10 -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized Event Promotion Supply, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 15% variance, through November 10, 2023. As previously reported by the Troubled Company Reporter, the Debtor has one primary secured creditor, the U.S. Small Business Administration, who claims a lien on all of the Debtor's inventory and accounts. In or around 2020, the Debtor received a Disaster COVID-19 Economic Injury loan from the SBA, where the SBA loaned the principal amount of $150,000 to the Debtor. In exchange for the loan, the Debtor gave the SBA essentially a blanket lien, which covers the Debtor's inventory, equipment, account, and general intangibles. The Debtor pays a monthly interest payment of $731 for this SBA loan. In performing a UCC-1 search of the Debtor, it was also discovered that Stenson Tamaddon LLC. It is believed that the Debtor owes Stenson approximately $11,000. Given the nature of this lien, it is believed that Stenson has no collateral that is secured by this lien as the tax credit has been paid out to employees. However, the Debtor will provide notice of the Motion to Stenson out of an abundance of caution. The court ruled that as adequate protection, the Debtor will provide the U.S. Small Business Administration with a replacement post-petition lien on all postpetition inventory, accounts receivable, and income derived from the operation of the business and assets, to the extent that the use of the cash reduces the value of the SBA's interest in the collateral pursuant to 11 U.S.C. section 361(2). The replacement lien will hold the same relative priority to assets as did its prepetition lien. The Debtor will continue paying the SBA in accordance with their loan agreement. A final video hearing on the matter is set November 6, 2023 at 2:30 p.m. A copy of the order is available at https://urlcurt.com/u?l=063zrq from PacerMonitor.com. About Event Promotion Supply, Inc. Event Promotion Supply, Inc. is a large format printing company. EPS-Doublet can create a custom trade show booth design, fabricate, install, and even manage a show. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-13911) on August 30, 2023. In the petition signed by Jon Leasia, secretary, the Debtor disclosed up to $10 million in both assets and liabilities. Annette Jarvis, Esq., at Greenberg Traurig LLP, represents the Debtor as legal counsel. FANJOY CO: Court OKs Cash Collateral Access Thru Dec 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, authorized Fanjoy Co. to use cash collateral on a final basis, in accordance with the budget. The Debtor requires the use of cash collateral to pay operating expenses of the business. Corporation Service Company as representative for CircleUp Credit Advisors LLC, asserts liens upon the Debtor's assets as more particularly described in the UCC Initial Filing Number 2022 7548811 filed on September 8, 2022, with the Delaware Department of State, securing an outstanding indebtedness in the approximate amount of $2.275 million. CT Corporation System, as representative, asserts liens upon the Debtor's assets as more particularly described in the UCC Initial Filing Number 2023 2214749 filed on March 23, 2023, with the Delaware Department of State. The Debtor is unsure of which creditor CT is serving as a representative, but shows it may be for: (i) WebBank (Shopify Capital), with an estimated asserted claim of $336,797; (ii) Fifth Floor Fund 1, LLC or OnRampFund or ECommerce Funding, LLC, with an estimated asserted claim of approximately $79,500; (iii) ClearCo, with an estimated asserted claim of approximately $60,000; or (iv) Slope with an estimated asserted claim of approximately $90,000. The Debtor asserts that CircleUp's interests in the Prepetition Collateral are adequately protected by the Debtor's continued operation and preservation of the Prepetition Collateral. CircleUp asserts that its interest in the Prepetition Collateral is not currently adequately protected, and the Debtor is unable to provide adequate protection. Notwithstanding the foregoing, CircleUp does not object to the Debtor's use of cash collateral pursuant to the terms of the Order. On the Petition Date, the Debtor had approximately $370,000 cash on hand and approximately $77,200 inventory on hand. The period for Debtor's use of cash collateral pursuant to theOrder ends on the earliest date when one or more of the following events has occurred: a. December 31, 2023. b. The reversal, vacatur, or stay of the effectiveness of the Order; c. The dismissal of the Case or conversion of the 11 Case to a case under Chapter 7 of the Bankruptcy Code; or d. The entry by the Court of an order terminating the Debtor's right to use cash collateral. A copy of the order is available at https://urlcurt.com/u?l=k3w1t4 from PacerMonitor.com. About Fanjoy Co. Fanjoy Co. has been operating since 2014 and was incorporated in Delaware in 2014 to provide platform and merchandise marketplace services to social media content creators. The Debtor operates the fanjoy.co website, which provides end-to-end design, production, fulfillment, customer support, e-mail marketing, photoshoots, product shots, and paid advertisement services for its Content Creators. The Business is operated by the Debtor's principal, Christopher Vaccarino, out of his residence in Brookhaven, Georgia. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-57565) on August 8, 2023. In the petition signed by Christopher Vaccarino, president, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Paul W. Bonapfel oversees the case. Leslie Pineyro, Esq., at Jones and Walden, LLC, represents the Debtor as legal counsel. FARADAY FUTURE: FFVV Agrees to Buy $20M New Notes in Installments ----------------------------------------------------------------- Faraday Future Intelligent Electric Inc., disclosed in a Form 8-K filed with the Securities and Exchange Commission that it entered into an amendment agreement with FF Simplicity Ventures LLC, an affiliate of FF Vitality Ventures LLC ("FFVV") to that certain Securities Purchase Agreement dated as of May 8, 2023, by and among the Company and the purchasers from time to time party thereto pursuant to which FFVV agreed to purchase unsecured convertible senior promissory notes in an aggregate principal amount of up to $20,000,000) subject to terms substantially identical to those provided in the FFVV Joinder (including, without limitation, the funding date timeline). Accordingly, pursuant to the FFVV Amendment, FFVV agreed to purchase the New Notes in installments, as follows: (i) $2.5 million in principal amount under the New Notes within five business days after the satisfaction of the closing conditions or such earlier business day as designated by FFVV by notice to the Company; (ii) $2.5 million in principal amount under the New Notes within 15 business days after the First Closing; (iii) $2.5 million in principal amount under the New Notes within 15 business days after the Second Closing; (iv) $2.5 million in principal amount under the New Notes within 15 business days after the satisfaction of the Closing Conditions; (v) $2.5 million in principal amount under the New Notes within 15 business days after the Fourth Closing; (vi) $2.5 million in principal amount under the New Notes within 15 business days after the Fifth Closing; (vii) $2.5 million in principal amount under the New Notes within 15 business days after the Sixth Closing; and (viii) $2.5 million in principal amount under the New Notes within 15 business days after the Seventh Closing. The conversion price of the New Notes shall be $71.40 subject to adjustment, as set forth in the Unsecured SPA. The floor price of the New Notes shall be $3.6320 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions occurring thereafter) (or such lower amount as may be permitted under Nasdaq rules from time to time). The terms and conditions of the New Notes cannot be amended, modified, supplemented or amended and restated without the consent of FFVV. The funding at each Closing is subject to the following Closing Conditions: (a) an effective registration statement with respect to the shares of Common Stock issuable upon exercise of the warrants issuable under the Unsecured SPA and the shares of Common Stock issued and issuable pursuant to the terms of the New Notes (including, without limitation, shares of Common Stock issued and issuable in lieu of the cash payment of interest on the New Notes in accordance with the terms thereof) for such Closing and (b) the Company shall have reserved the Required Reserve Amount (defined below) in full as of such Closing Date. Pursuant to the FFVV Amendment, FFVV may not convert any New Notes to the extent that such conversion would result to FFVV, together with its affiliates and other persons acting as a group together FFVV, would beneficially own in excess of 4.99% of the number of the shares of Common Stock outstanding prior to giving effect to such conversion. Upon notice to the Company, FFVV may increase or decrease the Notes Beneficial Ownership Limitation, provided it shall not exceed 4.99% of the number of shares of Common Stock outstanding after giving effect to such conversion. In addition, pursuant to the FFVV Amendment, the warrants issued to FFVV in connection with the New Notes shall be subject to a beneficial ownership limitation that is 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon the exercise of such FFVV Warrant, which Warrants Beneficial Ownership Limitation may also increase or decrease provided it shall not exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of such FFVV Warrant, subject to the provision of the FFVV Warrant. At any time any New Notes remain outstanding, the Company shall use reasonable best efforts to at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common Stock issuable upon conversion of all the New Notes then outstanding. The Required Reserved Amount shall not be reduced other than proportionally in connection with any conversion, exchange and/or redemption, as applicable. If the Company lacks shares sufficient to meet the Required Reserved Amount, it shall use reasonable best efforts to promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders and obtain stockholder approval to increase the Company's authorized number of shares of Common Stock, and voting the management shares of the Company in favor of such an increase. 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. FIRSTENERGY CORP: Egan-Jones Retains BB Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by FirstEnergy Corp. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Akron, Ohio, FirstEnergy Corp. operates as a public utility holding company. FORD MOTOR: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on September 14, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Ford Motor Company. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Dearborn, Michigan, Ford Motor Company designs, manufactures, and services cars and trucks. FOX SUBACUTE: Affiliates Win Cash Collateral Access Thru Nov 18 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington and Fox Subacute at Clara Burke, Inc., affiliates of Fox Subacute at Mechanicsburg, LLC, to use cash collateral on an interim basis in accordance with the budget. Clara Burke and Warrington are permitted to use cash collateral through and including the earliest to occur of: (a) November 18, 2023; (b) the occurrence of an event of default under the Order; (c) the occurrence of the effective date of a Chapter 11 plan of Clara Burke and Warrington; or (d) conversion of the case of Clara Burke or Warrington to a case under Chapter 7 of the Bankruptcy Code. PeoplesBank, A Codorus Valley Company; Sabra Health Care Pennsylvania, LLC; and the Official Committee of Unsecured Creditors have consented to the use of cash collateral by Clara Burke and Warrington on an interim basis. On or before the fifth day of each month, Clara Burke and Warrington will remit to the Bank a fee in the amount of $500 to compensate the Bank for the personnel time required to monitor their compliance with the Order. The Administrative Fee will not reduce the Debtors' obligations to the Bank under the Note or the Loan Agreement, but will be payable in addition to any amounts payable thereunder. To the extent that cash collateral in existence on the date of the filing of the Debtors' petitions is used by Clara Burke or Warrington, the Bank and Sabra will have, and are granted, replacement liens on the post-petition assets of Clara Burke and Warrington with the same respective priorities as their pre-petition liens to the same extent that the Bank and Sabra would have had perfected liens on such assets absent the filing of the Petition initiating the case. To the extent that the other protections granted are insufficient to provide adequate protection for the Bank's and Sabra's interests in cash collateral, the Bank and Sabra are each granted a claim against Clara Burke and Warrington having: (a) the same priority as United States Trustee's fees and professional fees and reimbursement for expenses allowed by the Court that are authorized to be paid from cash collateral; and (b) priority over any and all other administrative expenses of any kind. On December 6, 2022, the Bankruptcy Court entered an order confirming the Second Amended Plan of Reorganization of Fox Subacute at Mechanicsburg, LLC and Fox Subacute at South Philadelphia, LLC. The Plan was later declared effective. Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington and Fox Subacute at Clara Burke, Inc., filed their own Amended Plan of Reorganization and Amended Disclosure Statement on February 24, 2023. A final hearing on the cash collateral request is continued to November 14, 2023 at 9:30 a.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=02JJTG from PacerMonitor.com free of charge. Clara Burke projects total cash paid out, on a weekly basis, as follows: $8,250 for the week ending September 30, 2023; $8,250 for the week ending October 7, 2023; $8,250 for the week ending October 14, 2023; and $8,250 for the week ending October 21, 2023. About Fox Subacute at Mechanicsburg, LLC Fox Subacute at Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute at Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The debtor-affiliates are Fox Nursing Home Corp. d/b/a Fox Subacute at Warrington; Fox Subacute at Clara Burke, Inc.; and Fox Subacute at South Philadelphia, LLC. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as their legal counsel, Kennedy P.C. as special counsel, Isdaner & Company, LLC as accountant, and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. FRIENDSHIP VILLAGE: Fitch Affirms 'BB+' IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' ratings on the outstanding revenue bonds issued by The Industrial Development Authority of the County of St. Louis Missouri on behalf of Friendship Village of St. Louis (FVSTL). Fitch has also affirmed FVSTL's Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Entity/Debt Rating Prior ----------- ------ ----- Friendship Village of St. Louis (MO) LT IDR BB+ Affirmed BB+ Friendship Village of South County (MO) /General Revenues/1 LT LT BB+ Affirmed BB+ Friendship Village of St. Louis (MO) /General Revenues/1 LT LT BB+ Affirmed BB+ FVSTL operates in two Missouri markets, Friendship Village of Sunset Hills (FVSH) and Friendship Village of Chesterfield (FVC). The rating primarily reflects its high debt burden and stressed leverage metrics as a result of the borrowing to finance its expansion project, coupled with a weak operating risk profile compounded by the effects rising labor costs and other inflationary pressures. However, a rating in the higher end of the 'BB' category is supported by FVSTL's robust demand and affordable pricing characteristics as the only life care community in the market. FVSTL also has historically strong occupancy rates for independent living units (ILUs), assisted living units (ALUs) and skilled nursing facility (SNF) beds. While census levels softened due to disruptions from the coronavirus pandemic, FVSTL's strong demand indicators translated to improved census levels over the past year. While sales and fill of the new ILUs was slower than forecast due to the pandemic, the new ILUs are now fully sold and management indicates stabilization in 2023, which supports Fitch's expectations for operating performance to improve over time. SECURITY The bonds are secured by a pledge of gross revenues of the obligated group (OG), a mortgage on certain properties and equipment, and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'bbb' Good Demand Across Two Campuses FVSTL's 'midrange' revenue defensibility is supported by its historically stable demand and pricing characteristics. Despite being in a competitive market, FVSTL's demand for its services remains strong across both of its campuses and all levels of care, which is partially driven by its communities being the only life care (Type-A) life plan community (LPC) in its primary market area. The most recent expansion project entailed repositioning its campuses so that facilities, amenities and services strategically meet the needs of its residents, reinforcing its appeal towards its targeted demographic. Operating Risk - 'bb' Weak Operating Risk Profile Compounded by Rising Costs FVSTL's operating risk profile remains weak and was compounded by increased labor and other industry-wide inflationary pressures. FVSTL's large capital repositioning and expansion projects at both of its campuses were completed in January 2021, ahead of schedule and underbudget. The new ILUs were fully sold prior to project completion and fully occupied at the end of construction. Older, smaller units did not turn over as quickly during and immediately following the pandemic, however, ILU occupancy has improved to 92% across both campuses. Fitch believes this will help FVSTL reach stabilization in line with management's projections in 2024, and continue to be accretive to operations. FVSTL's debt burden remains high. The series 2018 financing increased its debt burden as evidenced by an average maximum annual debt service (MADS) at a high 24% of revenues for unaudited fiscal 2023, which is substantially weaker than Fitch's 'BIG' medians of 15.2%. Debt to net available measured an elevated 12.5x during the same period. Fitch expects both metrics to continue to improve following project stabilization, which should meaningfully boost FVSTL's total revenues and annual cash flow levels. Financial Profile - 'bb' Elevated Debt Profile Compounded by Pandemic Challenges Despite high capital spending that has stressed FVSTL's leverage profile, Fitch expects FVSTL's liquidity position to remain stable during Fitch's stress case scenario, and remains consistent with the rating level in light of its midrange revenue defensibility and weaker operating profile. Unaudited FYE 2023 results (as of June 30, 2023) reported $110.9 million in unrestricted cash and investments, which translates into 489 days cash on hand (DCOH) and 35.8% cash to adjusted debt. FVSTL's MADS coverage has averaged about 1.0x over the last five fiscal years, which is consistent with the rating level. FVSTL has met its debt service coverage covenant as they are tested on annual debt service and not MADS. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Unexpected deterioration in cash flow levels or unrestricted reserves that result in cash to debt falling below 30%, or stabilized MADS coverage levels below 1x. - While FVSTL does not intend to issue more debt in the near term, any additional borrowing would put pressure on the 'BB+' rating. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Demonstrated improved capital base measured by cash flow levels or unrestricted reserves that result in cash to stabilized MADS coverage levels of over 1.5x in line with Fitch's 'BBB' medians. - With the expansion project stabilization, improvement in FVSTL's operating risk profile that lead towards key financial metrics closer to Fitch's 'BBB' medians. PROFILE FVSTL operates in two Missouri markets, Friendship Village of Sunset Hills (FVSH) and Friendship Village of Chesterfield (FVC). FVSH and FVC historically operated as distinct entities. However, in 2017, FVC joined FVSH's existing OG, which is now called FVSTL. The FVSTL OG also includes FV Operations, LLC (FVO), which was established to employ personnel working at FVC, FVSH, and other affiliated entities. All three OG entities are solely owned by FV Services, Inc., which also wholly owns FV Management, a management service line of the system, and FV at Home. FV at Home wholly owns two subsidiaries: FV at Home - Supportive Service, which provides private duty services to residents, and FV at Home - Home Health, which provides Medicare-certified post-acute care services. The non-OG management service line employs senior management of the system and allocates costs commensurate with the level of services provided to each OG member. FVSH owns and operates a life care (Type-A) LPC on 52 acres in Sunset Hills, MO. As of January 2023, FVSH is comprised of 462 IL apartments, 44 IL villas, 76 ALUs and SNF building with 144 beds FVC owns and operates a life care LPC on 37 acres in Chesterfield, MO. FVC is comprised of 349 IL apartments, 39 IL villas, 60 ALUs, and 90 SNF beds. The updated unit mix for both campuses of IL/AL/SNF units increased from 976 to 1,181 combined from FVSTL's expansion project. FVC and FVSH are located approximately 16 miles apart. Total operating revenues of FVSTL in FY23 (FYE June 30, 2023, unaudited) were $68.7 million. 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. GBC EXPRESS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: GBC Express, LLC 10333 NE 1st St Bellevue, WA 98004-0000 Business Description: The Debtor is a trucking company in Bellevue, Washington. Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-11814 Judge: Hon. Marc Barreca Debtor's Counsel: Steven Palmer, Esq. CURTIS, CASTEEL & PALMER, PLLC 3400 188th St. SW, STE 565 565 Lynwood WA 98037 Email: spalmer@curtislaw-pllc.com Total Assets: $2,653,339 Total Liabilities: $4,543,064 The petition was signed by Mihail Nicoara as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3HRDSLI/GBC_Express_LLC__wawbke-23-11814__0001.0.pdf?mcid=tGE4TAMA GEN DIGITAL: Egan-Jones Retains BB Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 15, 2023, withdrew its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Gen Digital Inc. Headquartered in Tempe, Arizona, Gen Digital Inc. provides consumer cyber security solutions. GENERAL ELECTRIC: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by General Electric Company. Headquartered in Boston, Massachusetts, General Electric Company is a globally diversified technology and financial services company. GENESYS CLOUD: S&P Upgrades ICR to 'B' on Rapid Deleveraging ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Genesys Cloud Services Holdings II LLC, as well as its issue-level rating on its senior secured term loans and revolving credit facility, to 'B' from 'B-'. S&P said, "The stable outlook reflects our expectation that the company will maintain EBITDA margins in at least the mid-20% area, supported by lower restructuring costs and general cost discipline. We also expect Genesys will maintain the solid pace of Genesys Cloud revenue growth, which will lead to further operating leverage gains. Along with managing the use of its deferred billing incentive program, this could enable the company to improve its FOCF to debt toward the mid-single-digit percent area while maintaining leverage of well below the mid-7x area. "We expect Genesys will rapidly reduce its leverage in fiscal year 2024 by significantly expanding its EBITDA margin. The upgrade reflects our expectation that the company will reduce its leverage to the mid-5x area this fiscal year by increasing its EBITDA margins to the 26%-27% range on lower-than-expected restructuring costs, cost savings from its prior actions, and operating leverage gains. Genesys now expects to incur about $50 million of cash restructuring costs this fiscal year, related to settlements with its cloud vendors, which is half the amount we previously expected. This follows the company's decision in October 2022 to stop selling Multicloud CX subscriptions and focus on selling Genesys Cloud, which led to about $60 million of severance-related cash restructuring costs in fiscal year 2023. We expect Genesys will maintain its margins at a similar level in fiscal year 2025 as its restructuring costs decrease further, which could support additional deleveraging. "Given these expectations, we now forecast the company's leverage will be well below our previous rating upside threshold of 7.5x. At the same time, we note that Genesys' financial-sponsor ownership could potentially lead it to undertake re-leveraging transactions, such as a debt-funded dividend. Our forecasted credit metrics provide it with some headroom to complete such transactions, as well as for organic or inorganic investments to help it gain market share, given the competitive nature of the contact center software industry. "The stable outlook reflects our expectation that Genesys will maintain EBITDA margins in at least the mid-20% area supported by its lower restructuring costs and general cost discipline. We also expect the company will maintain the solid expansion in its Genesys Cloud revenue, which will support further operating leverage gains. In addition to managing the use of its deferred billing incentive program, this could enable it to expand its FOCF to debt toward the mid-single-digit percent area while maintaining leverage of well below the mid-7x area, even after accounting for potential shareholder distributions and acquisitions." S&P could lower its rating on Genesys if: -- It experiences operational issues while migrating its customers to the Genesys Cloud platform that require elevated product and sales investments to remedy, causing its EBITDA margins to decline toward 20% on a sustained basis; -- The company is unable to maintain FOCF to debt exceeding the low-single-digit percent area on a sustained basis, which could occur due to an elevated use of its deferred billing incentive program; or -- It employs an aggressive financial policy, including debt-funded acquisitions or dividends, that leads us to believe it will not maintain leverage below the mid-7x area. S&P said, "We could raise our rating if Genesys maintains its strong revenue growth and EBITDA margin expansion, supported by strong cloud bookings, such that we expect it to maintain leverage below the mid-5x area on a sustained basis and improve its FOCF to debt toward the 10% area. We would also expect it to maintain a financial policy that supports these metrics even after incorporating potential shareholder distributions or acquisitions. "Governance factors are a moderately negative consideration in our credit rating analysis of Genesys, as is the case for most rated entities owned by private-equity sponsors. Our highly leveraged assessment of the company's financial risk profile points to its corporate decision-making, which prioritizes the interests of its controlling owners. This also reflects private-equity owners' generally finite holding periods and focus on maximizing shareholder returns." GIP III STETSON: S&P Affirms 'B-' Rating on Term Loan B Extension ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating (ICR) on GIP III Stetson I L.P. and GIP III Stetson II L.P. (as co-borrowers, collectively Stetson) nd its 'B-' issue-level rating on the term loan B (TLB). The '3' recovery rating on the term loan, which indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a payment default, is unchanged. The positive outlook on Stetson reflects the positive outlook on EnLink. S&P said, "We believe the proposed TLB extension will not affect Stetson's stand-alone credit profile. Our 'B-' ICR on Stetson is five notches lower than our 'BB+' ICR on its master limited partnership (MLP), EnLink. We analyze Stetson as a pure-play general partnership (GP) because there are no substantive assets other than its 46% interest in EnLink. We typically rate GPs two-to-five notches below the ICR on their MLPs when they do not constitute a group, as is the case with Stetson. The number of notches between our rating on the GP and our rating on the MLP reflects how we assess (positive, neutral, or negative) certain characteristics such as cash flow interruption risk, stand-alone debt leverage, and cash flow diversity. The five-notch difference reflects Stetson's sole reliance on upstream distributions from EnLink to service its financial obligations, the insufficient underlying cash flow stability of the distributions it receives from EnLink, and Stetson's expected stand-alone leverage of 5.8x-6.4x in the next two years. "We expect Stetson to continue deleveraging in the next few years. We expect Stetson will receive $100 million-$110 million in distributions from EnLink and $80 million-$90 million from EnLink's unit repurchase annually. Stetson expects to sweep 75% of excess cash flow against the TLB and to use 50% of unit disposition proceeds to pay down the balance on a quarterly basis. We expect Stetson will pay down a total of $80 million-$85 million each year against the TLB and forecast stand-alone debt leverage in the next two years of 5.8x-6.4x (excluding unit disposition proceeds). "The positive outlook on Stetson mirrors the positive outlook on EnLink, reflecting our view that EnLink's credit metrics will continue to improve with increased drilling activity in the company's basins. We expect that EnLink will maintain a distribution coverage ratio of more than 1.0x. "On a stand-alone basis, we expect Stetson will maintain adequate liquidity and adjusted debt leverage in the 5.8x-6.4x area over the next two years. "We would revise our outlook on Stetson If we revise our outlook on EnLink. We would revise the outlook on EnLink to stable if its debt-to-EBITDA ratio remains above 4.25x. We could lower our rating on Stetson if EnLink reduces its distribution, which would lead us to view the company's capital structure as unsustainable. "We could raise our rating on Stetson if we raise our rating on EnLink, which could occur if EnLink maintains stand-alone leverage below 4.0x. We could also consider raising our rating if Stetson maintains a stand-alone debt-to-EBITDA ratio of less than 4.75x and we anticipate EnLink will not curb distributions even amid moderate market stress and prolonged weak commodity prices." GLOBAL PROCESSING: Hires Oertli & Pleschourt as Tax Accountant -------------------------------------------------------------- Global Processing, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Iowa to employ Carmen Pleschourt and Oertli & Pleschourt, LLP to provide tax services and other accounting services. The firm's services include: a. advising the Debtor as to its tax obligations, duties, and financial responsibility as a Debtor operating under Chapter 11 of the Bankruptcy Code; b. taking any and all other necessary action from an accounting and tax perspective incident to the proper preservation and administration of this Chapter 11 case; and c. preparing State and Federal Tax Return documents. Ms. Pleschourt will charge $300/hour for her services. The Debtor proposes to pay a retainer in the amount of $2,000. As disclosed in the court filings, no member of Oertli & Pleschourt holds or represents an interest adverse to this estate and all members are "disinterested" persons under the Bankruptcy Code. The firm can be reached through: Carmen Pleschourt Oertli & Pleschourt, LLP 5105 US-52 Rochester, MN 55901 Phone: (507) 288-6650 Email: cpas@oertliandpleschourt.com About Global Processing Inc. Global Processing, Inc. -- http://www.globalprocessing.org/-- supplies customers around the world with value-added, quality, farm-grown food products. The company is based in Kanawha, Iowa. Global Processing filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Iowa Case No. 22-00669) on Oct. 24, 2022, with $10 million to $50 million in both assets and liabilities. David M. Wilcox, president of Global Processing, signed the petition. Judge Thad J. Collins oversees the case. The Debtor tapped Ronald C. Martin, Esq., at Day Rettig Martin, PC as bankruptcy counsel; Nyemaster Goode, P.C. Law Firm as special litigation counsel; and Gregory DeWeese of DeWeese Consulting, LLC as chief restructuring officer. Mary Jensen, Acting U.S. Trustee for Region 12, appointed an official committee of unsecured creditors on Dec. 1, 2022. The committee tapped Gislason & Hunter, LLP as its counsel. GOLDRICH MINING: Incurs $419K Net Loss in First Quarter ------------------------------------------------------- Goldrich Mining Company filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $419,348 for the three months ended March 31, 2023, compared to a net loss of $464,791 for the three months ended March 31, 2022. As of March 31, 2023, the Company had $730,945 in total assets, $12.33 million in total liabilities, and a total stockholders' deficit of $11.60 million. Goldrich said, "The Company currently has no historical recurring source of revenue, negative working capital of $11,938,034, and an accumulated deficit of $40,897,452 at March 31, 2023. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company may profitably execute a production business plan, and thereby, its ability to continue as a going concern may improve and become less dependent on the Company's ability to raise capital to fund its future exploration and working capital requirements. The Company's plans for the long-term return to and continuation as a going concern include the profitable exploitation of its mining properties and financing the Company's future operations through sales of its common stock and/or debt." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/59860/000119983523000494/grmc-10q.htm About Goldrich Mining Goldrich Mining (OTCBB: GRMC) is a U.S. based resource company focused on developing the Chandalar gold district in Alaska, USA. The Company controls a land package spanning 23,000 acres of highly prospective gold targets and historic mines. Goldrich's primary focus is the exploration and discovery of the hard-rock (lode) targets, which are the source of the placer deposit, while working to also build shareholder value by monetizing the placer assets. Spokane, Washington-based Assure CPA, LLC, the Company's auditor since 2003, issued a "going concern" qualification in its report dated July 5, 2023, citing that the Company has generated no revenues and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. GOODLIFE PHYSICAL: Court OKs Deal on Cash Collateral Access ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Goodlife Physical Medicine Corp to use cash collateral on an interim basis in accordance with its agreement with the U.S. Small Business Administration. The Debtor and the SBA have reached a further agreement to permit the Debtor to use cash collateral November 15, 2023, for payment of the ordinary and necessary expenses as set forth in the budget. Pre-petition, on February 25, 2022, the Debtor executed an SBA Note, pursuant to which the Debtor obtained a COVID-19 Economic Injury Disaster Loan in the amount of $1.5 million. On May 14, 2022, the Debtor executed a First Modification of Note, pursuant to which the Debtor increased the Original SBA Loan by $100,000 in the cumulative amount of $1.6 million. The terms of the Modified Note require the Debtor to pay principal and interest payments of $8,468 every month beginning 24 months from the date of the Note over the 30-year term of the SBA Loan, with a maturity date of March 2, 2052. Interest has accrued and continues to accrue since February 25, 2022. The SBA Loan has an annual rate of interest of 3.75% and may be prepaid at any time without notice or penalty. As of the Petition Date, the amount due on the SBA Loan was $1.652 million. As evidenced by a Security Agreement and subsequently the Amended Security Agreement executed on May 14, 2022 and a valid UCC-1 filing on March 14, 2022 as Filing Number U220173912326, the SBA Loan is secured by all tangible and intangible personal property of the Debtor. As adequate protection, retroactive to the Petition Date, the SBA will receive a replacement lien(s) that is deemed valid, binding, enforceable, non-avoidable, and automatically perfected, effective as of the Petition Date, on all postpetition revenues of the Debtor to the same extent, priority and validity that its lien attached to the Personal Property Collateral. The scope of the Replacement Lien is limited to the amount (if any) that the cash collateral diminishes post-petition as a result of the Debtor's post-petition use of the cash collateral. The Debtor will remit adequate protection payments to the SBA in the amount of $3,500 per month, to be paid on October 1, 2023 and November 1, 2023. Adequate protection payments will include the Debtor's SBA Loan number and be sent to the payment address on the SBA Proof of Claim or may be paid by wire transfer or pay.gov. The SBA will be entitled to a super-priority claim over the life of the Debtor's bankruptcy case, pursuant to 11 U.S.C. Sections 503(b), 507(a)(2) and 507(b), which claim will be limited to any diminution in the value of the SBA's collateral, pursuant to the SBA Loan, as a result of the Debtor's use of cash collateral on a post-petition basis. A hearing on the matter is set for November 15, 2023 at 9 a.m. A copy of the stipulation and the Debtor's budget is available at https://urlcurt.com/u?l=4JavJf from PacerMonitor.com. The Debtor projects $28,762 in total revenue and $288,198 in total expenses, on a monthly basis. A copy of the order is also available at https://urlcurt.com/u?l=xJqOJw from PacerMonitor.com. About Goodlife Physical Medicine Corp Goodlife Physical Medicine Corp, a company in Redondo Beach, Calif., filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-10340) on Jan. 23, 2023. In the petition filed by its owner, David Carry, the Debtor reported up to $50,000 in assets and $1 million to $10 million in liabilities. Judge Sandra R. Klein oversees the case. The Debtor is represented by Leslie A. Cohen, Esq., at Leslie Cohen Law, PC. GREENBRIER COMPANY: Egan-Jones Retains BB- Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Greenbrier Companies, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Lake Oswego, Oregon, Greenbrier Companies, Inc. supplies transportation equipment and services to the railroad and related industries. GREENIDGE GENERATION: Posts $10 Million Net Loss in Second Quarter ------------------------------------------------------------------ Greenidge Generation Holdings Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $10.04 million on $14.71 million of total revenue for the three months ended June 30, 2023, compared to a net loss of $107.88 million on $22.93 million of total revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net loss of $18.21 million on $29.87 million of total revenue compared to a net loss of $108.31 million on $52.08 million of total revenue for the six months ended June 30, 2022. As of June 30, 2023, the Company had $94.30 million in total assets, $146.06 million in total liabilities, and a total stockholders' deficit of $51.77 million. Greenidge said, "As a result of the Company's development of the buildout of the upgrade of power capacity and construction of additional mining infrastructure in South Carolina in anticipation of the sale of the site, the Company estimates that cash resources will fall below $10 million during the third quarter 2023; however...pursuant to the Limited Waiver, NYDIG agreed to reduce the minimum cash requirement to $6 million. If the Company is unable to complete the sale of the South Carolina site by December 29, 2023, and it is determined by both parties that the sale would not occur, (i) the Company would then be required to repay in full the entire principal amount (approximately $4.1 million) and all accrued interest in respect to Secured Promissory Note, (ii) the Company would be required to pay all accrued interest in respect of the NYDIG Senior Secured Loan, (iii) the Company would have a 60-day cure period before the minimum cash requirement would revert to $10 million, and (iv) the Hosting Agreements, as amended, would remain in place. If this were to occur, we would expect that we likely would not have cash in excess of $10 million, which would be considered an Event of Default as defined under the Senior Secured Loan that would require the repayment of the loan balance if a waiver is not obtained from NYDIG. The Company's estimate of cash resources available to the Company for the next 12 months is dependent on completion of certain actions, including the completion of the sale of the South Carolina mining facility and related real estate, bitcoin prices and blockchain difficulty levels similar to those existing as of the filing of this Quarterly Report on Form 10-Q and energy prices similar to the those experienced in the second quarter of 2023. While bitcoin prices have begun to recover from the significant declines experienced in 2022 during the first six months of 2023, management cannot predict when or if bitcoin prices will recover to prior levels, or the volatility of energy costs. While the Company continues to work to implement options to improve liquidity, there can be no assurance that these efforts will be successful and the Company's liquidity could be negatively impacted by factors outside of its control, in particular, significant decreases in the price of bitcoin, regulatory changes concerning cryptocurrency, increases in energy costs or other macroeconomic conditions and other matters identified in Part I, Item 1A "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 and in this Quarterly Report on Form 10-Q. Given this uncertainty regarding the Company's financial condition over the next 12 months from the date these financial statements were issued, the Company has concluded that there is substantial doubt about its ability to continue as a going concern for a reasonable period of time." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1844971/000162828023029404/gree-20230630.htm About Greenidge Generation Holdings Inc. Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated cryptocurrency datacenter and power generation company. Dallas, Texas-based Armanino LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company incurred a loss from operations and generated negative cash flows from operations during the year ended Dec. 31, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GREENIDGE GENERATION: Two Proposals Passed at Annual Meeting ------------------------------------------------------------ Greenidge Generation Holdings Inc. held its 2023 annual meeting of stockholders during which the Company's stockholders: (1) elected David Anderson, Timothy Fazio, George (Ted) Rogers, Andrew M. Bursky, David Filippelli, Jerome Lay, Timothy Lowe, Michael Neuscheler, Daniel Rothaupt, and Jordan Kovler to Greenidge's board of directors, each to serve on the board of directors until the next annual meeting of stockholders and until his successor has been elected and qualified, or until his earlier death, resignation or removal; (2) ratified the selection of MaloneBailey LLP as Greenidge's independent registered public accounting firm for the year ending Dec. 31, 2023. About Greenidge Generation Holdings Inc. Greenidge Generation Holdings Inc. (NASDAQ: GREE) is a vertically integrated cryptocurrency datacenter and power generation company. Dallas, Texas-based Armanino LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that the Company incurred a loss from operations and generated negative cash flows from operations during the year ended Dec. 31, 2022. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GUARDIAN BASEBALL: Seeks Cash Collateral Access on Final Basis -------------------------------------------------------------- Guardian Baseball, LLC asks the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, for authority to use cash collateral on a final basis. The Debtor requires the use of cash collateral to meet its post-petition obligations. As of the Petition Date, the Debtor was indebted to Amazon Capital Services, Inc. under loan agreements and promissory notes, in the principal amount of $1.094 million of August 7, 2023, Amazon Capital's records show a balance due of $880,898. As of the Petition Date, Debtor was indebted to the SBA under a promissory note in the principal amount of $50,000. As of the Petition Date, the SBA records show a balance due of $52,145. Amazon Capital and the SBA are willing to permit the Debtor to use the cash collateral on a final basis consistent with the terms contained in the Final Order. Amazon Capital and the SBA will be entitled to the following as adequate protection, which is deemed to be sufficient to adequately protect Amazon Capital from any diminution in the value of its cash collateral: a. Amazon Capital and SBA are granted, in equal priority and scope and to the same extent as existed under applicable law prior to the Petition Date, replacement liens upon all of the post-petition property of the Debtor that is similar to their pre-petition collateral. b. the Debtor will continue making weekly payments in the amount of $6,250 to Amazon Capital and $244 to the SBA as scheduled on the Pre-Petition Indebtedness pending further order of the Court; and c. the Debtor's right to use cash collateral will expire, on the earliest to occur of: (1) 180 days after the Petition date unless renewed by Agreement or further Order of the Court; (2) the dismissal of the Case or the conversion of any of the same to a case under Chapter 7 of the Bankruptcy Code; (3) the appointment of an examiner with expanded powers or any other representative with expanded powers in place of the Debtor; (4) the occurrence of the effective date or consummation date of a plan of reorganization for the Debtor; (5) the entry of an order of the Bankruptcy Court approving the terms of any debtor-in-possession financing for the Debtor; (6) upon 10 business days' written notice, in the event that the Debtor breaches any term, condition or covenant set forth in the Final Order, and the Debtor does not cure the breach or reach an agreement with Amazon Capital within the 10-day period. In the event Debtor and Amazon Capital cannot reach an agreement, the Debtor may petition the Court for an adjudication of the use of cash collateral; provided however, the Debtor must cease use of all cash collateral pending order of the Court; (7) entry of an order reversing, staying, vacating or otherwise modifying in any material respect the terms of the Order. A copy of the agreed final order is available at https://urlcurt.com/u?l=r2U40j from PacerMonitor.com. About Guardian Baseball, LLC Guardian Baseball, LLC is a manufacturer and retailer of sporting goods and equipment. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-31813) on August 3, 2023. In the petition signed by Zev Bernard, chief operating officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Charles R. Merrill oversees the case. Charity S. Bird, Esq., at Kaplan Johnson Abate & Bird LLP, represents the Debtor as legal counsel. HARTMAN SPE: 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 case of Hartman SPE, LLC. The committee members are: 1. Engie Resources, LLC Attn: Ray Cunninghan 1360 Post Oak Blvd. #400 Houston, TX Phone: 713-636-1980 Fax: 713-636-1364 Email: Ray.Cunningham@engie.com 2. Pritchard Industries Southwest, LLC Attn: Don Delorge 4040 Directors Row Houston, TX 77092 Phone: 713-957-1387 Fax: 713-957-1574 Email: ddelorge@pritchardindustries.com 3. Amity Construction Co. Attn: Robert Ellerd 1404 Brookside Drive Carrolton, TX 75007 Phone: 214-850-0533 Fax: 972-394-8835 Email: bob@amityconstruction.net 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 Hartman SPE Hartman SPE, LLC is a lessor of nonresidential buildings based in Houston, Texas. Hartman SPE filed a voluntary Chapter 11 petition (Bankr. D. Del. Lead Case No. 23-11452) on Sept. 13, 2023, with $100 million to $500 million in both assets and liabilities. David Wheeler, president, signed the petition. Judge Mary F. Walrath oversees the case. The Debtor tapped Katten Muchin Rosenman, LLP as bankruptcy counsel and Chipman Brown Cicero & Cole, LLP as Delaware counsel. HCA INC: Egan-Jones Retains BB+ Senior Unsecured Ratings -------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by HCA Inc. Headquartered in Nashville, Tenessee, HCA Inc. of Delaware owns, manages, and operates hospitals. HEART HEATING: Seeks to Hire Converge Financial as Accountant ------------------------------------------------------------- Heart Heating & Cooling, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Converge Financial Group Inc. as its accountant. The firm will render these services: a. review the Debtor's 2022 historical documentation for the creation of firm working papers; b. develop firm working papers to support the development of the business federal and state tax returns for the tax year 2022; c. file the final tax returns and provide electronic copies; d. review filing requirements for 2023 quarterly tax returns; e. prepare Federal Form 941 quarterly federal tax returns; f. prepare all Colorado Department of Labor & Employment quarterly combines Wage & Premium Reports; and g. prepare all Colorado Family & Medical Leave Insurance Program quarterly combined Wage & Premium Reports; and h. prepare the Annual Federal Form 940 federal unemployment tax return. The fixed fee for preparation of the 2022 tax return is $1,800, and $2,223 for the 2023 tax return. Mel Manhardt, CPA, a partner at Converge, assured the court that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Mel R. Manhardt, CPA Converge Financial Group Inc. 1600 Pennsylvania Ave NW Washington, DC 20500 Phone: (720) 726-6804 Email: info@converge-financial.com About Heart Heating Heart Heating & Cooling, LLC is a HVAC contractor in Colorado Springs, Colo. The Debtor filed Chapter 11 petition (Bankr. D. Colo. Case No. 23-13019) on July 11, 2023, with $2,676,312 in assets and $11,173,434 in liabilities. Joli Lofstedt, Esq., has been appointed as Subchapter V trustee. Judge Thomas B. McNamara oversees the case. K. Jamie Buechler, Esq., at Buechler Law Office, LLC is the Debtor's counsel. HELIX ENERGY: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Helix Energy Solutions Group, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Helix Energy Solutions Group, Inc. is an American oil and gas services company. HEXCEL CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on September 21, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Hexcel Corporation. Headquartered in Stamford, Connecticut, Hexcel Corporation develops, manufactures, and markets reinforcement products, composite materials, and engineered products. HIGH VALLEY: Case Summary & Largest Unsecured Creditors ------------------------------------------------------- Lead Debtor: High Valley Investments, LLC 680 S. Cache St. Suite 100-8640 Jackson, Wyoming 83001 Business Description: High Valley and its subsidiaries are primarily engaged in acting as lessors of buildings used as residences or dwellings. Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court District of Delaware Seventeen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- High Valley Investments, LLC 23-11616 680 North Leadville LLC 23-11617 Bay Hill Terrace, LLC 23-11618 Bethel Road Partners, LLC 23-11619 Big Wood Partners, LLC 23-11620 Bird Drive Partners, LLC 23-11621 Chelsea Park Associates, LLC 23-11622 Collins Park Acreage, LLC 23-11623 Cross Creek Land, LLC 23-11624 Edwards Estate Vineyards, LLC 23-11625 Hudson River Private Family Trust Co. LLC 23-11626 Kimberly Gardens, LLC 23-11627 Lupine Road Partners, LLC 23-11628 Midland Self-Storage, LLC 23-11629 North Leadville, LLC 23-11630 Portland Avenue Business Park, LLC 23-11631 J.Scott Construction, Inc. 23-11632 Debtors' Counsel: Sean M. Beach, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street, Wilmington, DE 19801 Tel: 302-571-6600 Email: sbeach@ycst.com Debtors' Provider of CRO and Add'l Personnel: EMERALD CAPITAL Debtors' Special Counsel: GIBSON, DUNN & CRUTCHER LLP High Valley's Estimated Assets: $50,000 to $100,000 High Valley's Estimated Liabilities: $10 million to $50 million The petitions were signed by John P. Madden as chief restructuring officer. Full-text copies of five of the Debtors' petitions containing, among other items, lists of the Debtors' 20 largest unsecured creditors are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OPGVPII/High_Valley_Investments_LLC__debke-23-11616__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/OIVUEXQ/680_North_Leadville_LLC__debke-23-11617__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/WYTM53A/Big_Wood_Partners_LLC__debke-23-11620__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XGLTSVY/Bird_Drive_Partners_LLC__debke-23-11621__0001.0.pdf?mcid=tGE4TAMA https://www..com/view/XDOEQFQ/Chelsea_Park_Associates_LLC__debke-23-11622__0001.0.pdf?mcid=tGE4TAMA HOG FATHER'S: Hires Steidl and Steinberg as Bankruptcy Counsel -------------------------------------------------------------- Hog Father's Old Fashioned BBQ, LLC and Hog Father's Old Fashioned BBQ of Canonsburg, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Steidl and Steinberg, P.C. to handle its Chapter 11 case. The Debtor paid Steidl and Steinberg a retainer of $7,500 for its services, plus the filing fee of $1,738. Christopher Frye, Esq., an attorney at Steidl & Steinberg, will be paid at his hourly rate of $350 and will be reimbursed for work-related expenses incurred. Mr. Frye disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher M. Frye, Esq. STEIDL & STEINBERG, PC 2830 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Telephone: (412) 391-8000 Email: chris.frye@steidl-steinberg.com About Hog Father's Old Fashioned BBQ, LLC Hog Father's Old Fashioned BBQ, LLC is a chain of barbeque restaurants in Western Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 23-21872) on September 1, 2023. In the petition signed by Frank Puskarich, managing member, the Debtor disclosed $500,000 in total assets and $1 million in total liabilities. Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., represents the Debtor as legal counsel. HOLY GROUND: Unsecureds Will Get 59% of Claims in 5 Years --------------------------------------------------------- Holy Ground Tiny Homes LLC and Revelations in Christ Ministries filed with the U.S. Bankruptcy Court for the District of Colorado a Subchapter V Plan of Reorganization dated September 21, 2023. Revelations is in the business of building tiny homes. Revelations is a 501(c)(3) nonprofit company originally formed in April of 2020 by Matthew R. Sowash as a ministry. In August of 2022, following a garnishment of Revelations' bank account, Holy Ground was incorporated as a for-profit entity and Revelations transferred substantially all of its assets to Holy Ground. Mr. Sowash is the sole member/shareholder of both Debtors. On October 7, 2022, the Debtors filed each of their petitions as a result of mounting losses by Revelations stemming from COVID-19, historically high lumber prices, a creditor bank levy that seized approximately $54,000 of operating capital in the 90-day period prior to the Petition Date, and other factors that led to unfulfilled orders. Additionally, the Chapter 11 Cases were filed to recover the approximately $54,000 that was levied and to provide a consolidated forum to address creditor claims, streamline operations and formulate a repayment plan to creditors. During the Chapter 11 Cases, Holy Ground transferred its assets back to Revelations and ceased operations. Revelations continues to manufacture tiny homes and has expanded its business into manufacturing sheds, operating a sandwich shop, and repairing and selling used motor vehicles. Revelations scheduled 185 general unsecured creditors. Excluding the Priority Claims, the general unsecured claims total $5,245,630. Holy Ground scheduled 8 general unsecured creditors. Excluding the Priority Claims, the general unsecured claims total $278,294.39. Class 4 consists of the Allowed Claims of unsecured creditors. Class 4 shall receive all of the Debtor's Projected Disposable Income following payment in full of Class 1 Claims. Class 4 Claims shall be paid on a Pro Rata basis in quarterly installments beginning the first full calendar quarter following payment in full of Class 1 Claims and concluding five years after the Effective Date. Class 5 consists of the Interests in the Debtors. Upon confirmation of the Plan, all Interest holders will retain their identical ownership interests in the Debtors. Funding for the Plan will come from the Debtors' continued operations. The Debtors estimate they will have sufficient cash to satisfy their Plan obligations, including sufficient cash on hand to pay Allowed Administrative Claims in full on the Effective Date or some later date agreeable to holders of Allowed Administrative Claims. The Debtors project to accrue total Projected Disposable Income during the five years after the Effective Date in the amount of $3,830,084.37. The Debtors project that the holders of Allowed Class 1 Claims will receive payment of 100% of their claims within thirteen months after the Effective Date, and holders of Allowed Class 4 Claims will receive payment of 59% of their claims in the five years after the Effective Date. A full-text copy of the Subchapter V Plan dated September 21, 2023 is available at https://urlcurt.com/u?l=knne9j from PacerMonitor.com at no charge. Attorneys for Revelations: David V. Wadsworth, Esq. Aaron J. Conrardy, Esq. Wadsworth Garber Warner Conrardy, PC 2580 West Main Street, Suite 200 Littleton, CO 80120 Telephone: (303) 296-1999 Facsimile: (303) 296-7600 Email: dwadsworth@wgwc-law.com aconrardy@wgwc-law.com Attorneys for Holy Ground: Jonathan M. Dickey, Esq. Kutner Brinen Dickey Riley, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-3047 Email: jmd@kutnerlaw.com About Holy Ground Tiny Homes Holy Ground Tiny Homes, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-13918) on Oct. 10, 2022, while Revelations in Christ Ministries filed for Chapter 11 protection (Bankr. D. Colo. Case No. 22-13919) on Oct. 7, 2022. The cases are jointly administered under Case No. 22-13918. At the time of the filing, Holy Ground Tiny Homes listed as much as $1 million in both assets and liabilities while Revelations in Christ Ministries listed up to $500,000 in assets and up to $10 million in liabilities. Judge Elizabeth E. Brown oversees the cases. Wadsworth Garber Warner Conrardy, PC, serves as the Debtors' legal counsel. HORIZON KIDZ: Brian Shapiro Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 17 appointed Brian Shapiro as Subchapter V trustee for Horizon Kidz, 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 Horizon Kidz Horizon Kidz, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 23-13890) on Sept. 7, 2023, with $100,001 to $500,000 in both assets and liabilities. Judge Hilary L. Barnes oversees the case. Zachariah Larson, Esq., at Larson & Zirzow, LLC represents the Debtor as legal counsel. HOT'Z POWER: Court OKs Access to Add'l $15,000 of Cash Collateral ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Hot'z Power Wash, Inc. to use cash collateral for the month of September 2023 in the amount of $15,000 over the approved budget. The court said the remaining provisions of its Order Authorizing Use of Cash Collateral entered on March 22, 2023 will continue in full force and effect. As previously reported by the Troubled Company Reporter, the Internal Revenue Service, Corporation Service Company, as Representative, and SOS Capital purport to hold liens or security interests in the Debtor's inventory and accounts. The Debtor pays its employees on a weekly basis. The Debtor mistakenly overlooked that September 2023 is a month with 5 weeks. The approved budget only includes sufficient funds for the payroll of 4 weeks. The Debtor needs to pay its employees for the payroll due on September 29, 2023. The amount of that payroll is estimated in $15,000. The Debtor has the funds available to pay such amounts. A copy of the order is available at https://urlcurt.com/u?l=u4t7Ca from PacerMonitor.com. About Hot'z Power Wash Hot'z Power Wash, Inc., is a pressure washing company that specializes in restaurant kitchen exhaust systems. The company has been in business for over 10 years. Hot'z Power Wash sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 23-30749) on March 5, 2023, with up to $100,000 in both assets and liabilities. James Finney, president of Hot'z Power Wash, signed the petition. Judge Eduardo V. Rodriguez oversees the case. The Debtor tapped Reese Baker, Esq., at Baker & Associates as legal counsel, and Elna Tax Services, Inc., as accountant. IRIDIUM COMMUNICATIONS: Egan-Jones Retains B- Sr. Unsec. Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Iridium Communications Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in McLean, Virginia, Iridium Communications Inc. offers mobile satellite communications services. JACON LLC: Wins Cash Collateral Access Thru Oct 3 ------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota authorized Jacon LLC to use cash collateral on an interim basis, through October 13, 2023 in accordance with the interim order dated September 15, 2023. The evidentiary hearing previously set for September 22 at 9:30 a.m. related to the use of the interim use of cash collateral, per the Court's Order of September 18, 2023 will be reset to October 3, 2023 at 9:30. The Debtor requires the use of cash collateral to pay certain critical vendors whose supplies are need to complete ongoing jobs. Platinum Bank - UCC Financing Statement filed on May 18, 2016, June 14, 2021, September 24, 2021, and April 29, 2022, Filing Numbers: 888850700027, 1239693100023, 1258171100020 and 1311732400020, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $565,174. United States Small Business Administration – UCC Financing Statement filed on May 23, 2020, Filing Number: 1160408103162, with the Minnesota Secretary of State securing a lien on all assets of the Debtor, including cash and receivables. The Debtor owes approximately $3.299 million. As adequate protection, the Debtor will grant the secured creditors replacement liens, to the extent of the Debtor's use of cash collateral, in post-petition inventory, cash, accounts, equipment, and general intangibles, with such liens being of the same priority, dignity, and effect as their respective prepetition liens. A copy of the order is available at https://urlcurt.com/u?l=GSLTKQ from PacerMonitor.com. About Jacon LLC Jacon LLC is a demolition, excavating, and utilities contractor in the St. Paul/Minneapolis area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 23-31873) on September 12, 2023. In the petition signed by Jason Jacobsen, president, the Debtor disclosed up to $10 million in both assets and liabilities. William J. Fisher oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., represents the Debtor as legal counsel. JETASAP LLC: Court OKs $50,000 DIP Loan from GVI ------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized Jetasap LLC to use cash collateral and obtain post-petition financing, on an interim basis. The Debtor requires authority to enter into the DIP Loan pursuant to the Commitment Letter and the DIP Loan Documents, including the Debtor-in-Possession Credit and Security Agreement, by and among the Debtor and GVI Funding LLC. The Debtor, pursuant to the DIP Loan Documents, is permitted to obtain one or more interim initial advances in an aggregate amount not to exceed the amount set forth in the first 13 weekly periods contained in the Budget for a maximum borrowing of $50,000 ($20,000 of which was loaned pursuant to the first interim order), to be used for the payment of the payroll and payroll related expenses for employees of JetASAP, LLC. All of the Debtor's DIP Obligations to the D m,olm xIP Lender will be immediately due and payable, and authority to use the proceeds of the DIP Loan Documents will cease on the date that is the earliest to occur of (i) any of the following events, or (ii) the date of the Further Hearing: (a) The entry of an order confirming a plan of reorganization for any Debtor (unless otherwise agreed to by the DIP Lender); (b) The entry of any order converting the Debtor's case to a case under Chapter 7 or to a Successor Case under 11 U.S.C. Section 1112 (unless otherwise agreed to by the DIP Lender); (c) The entry of any order approving the 363 sale of all or substantially all of any Debtor's assets (unless otherwise agreed to by the DIP Lender); (d) The entry in the Debtor's case of an order appointing a responsible officer or any examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in 11 U.S.C. Section 1106(a)(3) and (4) and under 11 U.S.C. Sections 105 or 1104; (e) The entry of any order dismissing the Debtor's case under 11 U.S.C. Section 1112 (unless otherwise agreed to by the DIP Lender); or (f) The occurrence of an Event of Default for which applicable notice has been given under the Interim Order, the Final Order, or the DIP Loan Documents, as applicable, and the expiration of any applicable cure period without cure thereof. As adequate protection, the DIP Lender is granted (i) first priority liens on and first priority senior security interests in favor of the DIP Lender in all now owned and hereafter acquired Collateral of each Debtor that are not encumbered by any liens; and (ii) a first priority lien and security interest, pursuant to 11 U.S.C. Section 364(c)(3), on all tangible and intangible assets and property of the Debtor. These events constitute an "Event of Default": i. The granting of relief from the automatic stay to foreclose a lien or the taking of control or possession of, or the exercise of any right of setoff with respect to, any Collateral; ii. The failure to obtain the entry of the Final Order with terms satisfactory to the DIP Lender on or before 45 days after entry of the Interim Order; iii. The entry by the Bankruptcy Court or another court of competent jurisdiction of an order disallowing any of the DIP Obligations or determining that any provision of the DIP Loan Documents is not enforceable according to its terms; iv. The entry by the Bankruptcy Court of an order determining that the DIP Liens are invalid or do not have the priority and extent provided in the DIP Loan Documents, the Interim Order or the Final Order; v. The expiration or termination of the Debtor's exclusive right to file and solicit acceptances of a plan of reorganization under 11 U.S.C. Section 1121 without the solicitation and filing of acceptances thereof; and vi. The occurrence of an Event of Default under the DIP Loan Documents -- and the expiration of any period of cure, grace or notice, if any, set forth in such agreement relating to such default. A further hearing on the matter is set for October 7, 2023 at 1:30 p.m. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=XaOxlz from PacerMonitor.com. The Debtor projects total disbursements, on a weekly basis, as follows: $9,073 for the week ending September 30, 2023; $24,058 for the week ending October 7, 2023; $16,050 for the week ending October 14, 2023; $18,614 for the week ending October 21, 2023; and $10,623 for the week ending October 28, 2023. About JetASAP LLC JetASAP, LLC acts as a conduit between a charter customer and a certificated air carrier. It provides subscribers a full suite of services to manage every step of the searching and sourcing process. These tools include the JetRATE intelligent pricing tool that offers flyers insight into expected market pricing for any trip; the ability to submit trip requests to over 700 charter operators and receive live bookable quotes commission free; exclusive partner services at discounted rates such as Charter Flight Support's aircraft coverage and support when a booked aircraft becomes unavailable due to a mechanical; innovative search tools such as the JetSEARCH operator directory; and live operator availability, including empty legs and one way flight deals. JetASAP filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-03019) on July 27, 2023, with $29,093 in assets and $3,498,814 in liabilities. Lisa Sayer, chief executive officer, signed the petition. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the Debtor as legal counsel. KB HOME: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------- Egan-Jones Ratings Company on September 12, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by KB Home. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Los Angeles, California, KB Home builds single-family homes in the United States, primarily targeting first-time and first move-up homebuyers. KELHAM VINEYARD: Court Okays Appointment of Chapter 11 Trustee -------------------------------------------------------------- Judge William Lafferty, III of the U.S. Bankruptcy Court for the Northern District of California approved the appointment of Michael Kasolas as Chapter 11 trustee for Kelham Vineyard & Winery, LLC. The appointment comes upon the application filed by Tracy Hope Davis, the U.S. Trustee for Region 17, to appoint a bankruptcy trustee in Kelham Vineyard's Chapter 11 case. A copy of the appointment order is available for free at https://urlcurt.com/u?l=VT1r6Y from PacerMonitor.com. About Kelham Vineyard Kelham Vineyard & Winery, LLC is a family-owned and operated vineyard in St. Helena, Calif. On July 20, 2023, creditor Main Street Cottage, LLC filed involuntary Chapter 11 petition against Kelham Vineyard & Winery (Bankr. N.D. Calif. Case No. 23-10384). The petitioning creditor is represented by Rebekah Parker, Esq., a practicing attorney in Oceanside, Calif. Judge William J. Lafferty, III oversees the case. Ryan C. Wood, Esq., serves as Kelham Vineyard & Winery's bankruptcy attorney. KENT SEITZ: Unsecureds to Get Share of Income for 5 Years --------------------------------------------------------- Kent Seitz, MD, PA, filed with the U.S. Bankruptcy Court for the Western District of North Carolina a Plan of Reorganization dated September 19, 2023. The Debtor is a North Carolina professional corporation that operates a health care business. Primarily, the Debtor treats patients suffering from drug addiction and mental health disorders. The Debtor treats patients on outpatient basis and began operations in August 2013. The Debtor's financial troubles started around May 2019, when the North Carolina Medical Board suspended Kent Seitz's medical license. As a result of the suspension, Kent Seitz, the sole shareholder and only employee that had a medical license, was forced to sell the Debtor. In April 2020, Kent Seitz's medical license was reinstated, but with restrictions. Upon reinstatement of his license, Kent Seitz reacquired the Debtor. Upon his reacquisition, he discovered that many patients left the practice and that a couple nurse practitioners had resigned from the Debtor and took patients with them. Also, because the Medical Board placed restrictions on Kent Seitz, the Debtor was forced to hire a second physician at substantial costs, who could provide comprehensive care to patients. Kent Seitz's suspension, the reinstatement of his license with restrictions, the Debtor's loss of patients, the pandemic and Medicaid's conversion to managed care combined to create the perfect storm that caused the Debtor to lose revenue and, at the same time, increased Debtor's costs. In an effort to survive, the Debtor was forced to take out loans and advances. The Debtor took out a large Economic Injury Disaster Loan from the SBA and obtained several smaller high-interest merchant cash advances. Unable to repay the SBA loan and merchant cash advances, the Debtor elected to file bankruptcy. The Debtor filed for relief under Chapter 11 of the Bankruptcy Code on June 19, 2023. Through this Plan, the Debtor intends to restructure its debt to pay creditors, improve cash flow, and commit its disposable income to its unsecured creditors for five years. Class 1 consists of all Allowed Secured Claim of the SBA. The SBA holds the senior secured lien on all the Debtor's assets. The SBA shall have an Allowed Secured Claim in the total amount of $166,876.99 (less any payments actually received by the SBA prior to the Effective Date). Any additional amounts owing by the Debtor to the SBA shall be treated as a General Unsecured Claim. The SBA's Allowed Secured Claim shall accrue interest from and after the Petition Date at the annual fixed rate of 7.00%, shall be amortized over seven years, and shall be paid through equal, consecutive, monthly installments of principal and interest with the first payment due on the first day of the first full month following the Effective Date and continuing on the same day of each month thereafter. Class 2 consists of the Allowed General Unsecured Claims. These Claims shall be treated as unsecured obligations of the Reorganized Debtor. Allowed General Unsecured Creditors shall be paid a Pro Rata share of the Reorganized Debtor's projected disposable income for the years ending in 2023, 2024, 2025, 2026, and 2027 with payments being made on or before June 30 of 2024, 2025, 2026, 2027, and 2028. Class 2 is impaired by the Plan. Class 3 consists of consists of the Equity Interests in the Debtor. All Equity Interests held prior to the Petition Date shall be retained. Class 3 is not impaired by the Plan and is not entitled to vote to accept or reject the Plan. The Reorganized Debtor or any distribution agent the Reorganized Debtor may retain shall make all distributions to the holders of Allowed Claims and Allowed Interests that are required under this Plan. If any litigation now pending is resolved by Final Order or settlement, and the Debtor is ordered to pay any sums to the successful litigant, then such party shall become a creditor, and shall share in distributions to the appropriate Class. The Plan contemplates that distributions will be funded by revenues generated during the Debtor's post-petition operations, the Seitzs' Settlement, and the Reorganized Debtor's future revenue. A full-text copy of the Plan of Reorganization dated September 19, 2023 is available at https://urlcurt.com/u?l=wvvYY0 from PacerMonitor.com at no charge. Debtor's Counsel: Rashad Blossom, Esq. BLOSSOM LAW PLLC 301 S. McDowell St. Suite 1103 Charlotte, NC 28204 Tel: 704-256-7766 Fax: 704-486-5952 Email: rblossom@blossomlaw.com About Kent Seitz Kent Seitz, MD PA, operates a health care business. Kent Seitz, MD PA, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 23-30391) on June 19, 2023, with $0 to $50,000 in assets and $1 million to $10 million in liabilities. Kent Seitz, MD, president/CEO, signed the petition. Judge Laura T. Beyer oversees the case. Rashad Blossom, Esq. of BLOSSOM LAW PLLC, is the Debtor's legal counsel. KINGDOM CONCEPTS: Wins Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, authorized Kingdom Concepts, LLC to use cash collateral on an interim basis in accordance with the budget. The Debtor has an immediate need to use the cash collateral of Quick Funding Group and Spot On, the Debtor's secured creditors claiming liens on the Debtor's personal property including cash and accounts. The Debtor can adequately protect the interests of the Secured Lenders as set forth in the proposed Interim Order for Use of Cash Collateral by providing the Secured Lenders with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. The cash collateral will be used to continue the Debtor's ongoing operations. The Debtor intends to rearrange its affairs and needs to continue to operate in order to pay its ongoing expenses, generate additional income and to propose a plan in the case. As adequate protection, the Secured Lenders are granted replacement liens and security interests, in accordance with U.S.C. Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with their pre-petition liens. The replacement liens are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of State's Office or any other such act of perfection. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=EDte1J from PacerMonitor.com. The Debtor projects $220,000 in gross revenue and $214,350 in total expenses for one month. About Kingdom Concepts, LLC Kingdom Concepts, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-31895-swe11) on August 31, 2023. In the petition signed by Cedric Brown, manager, the Debtor disclosed up to $500,000 in both assets and liabilities. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, represents the Debtor as legal counsel. KOFFLER PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Koffler Properties LLC 3450 1st Street Sacramento, CA 95817 Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Eastern District of California Case No.: 23-23380 Debtor's Counsel: David C. Johnston, Esq. DAVID C. JOHNSTON 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Email: david@johnstonbusinesslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kaden B. Koffler as managing member. 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/4XE3BFA/Koffler_Properties_LLC__caebke-23-23380__0001.0.pdf?mcid=tGE4TAMA KPG REVENUE: Seeks to Sell Assets to RevBridge for $125,000 ----------------------------------------------------------- KPG Revenue Cycle Management Inc. and RCM-TO GO, LLC asked the U.S. Bankruptcy Court for the District of Nevada for approval to sell assets to RevBridge, Inc. RevBridge made a cash offer of $125,000 for the assets, which include group management license, computer servers, and customer contracts. The assets will be sold "free and clear" of liens, claims, encumbrances and interests. The buyer also offered to assume customer service obligations to existing clients and employment of the companies' billing staff members. Proceeds from the sale will be allocated in accordance with the companies' proposed Chapter 11 plan of reorganization. "RevBridge's offer is the best available option, further evidenced by the lack of competing bids due to the specialized nature of the [companies'] services," Seth Ballstaedt, Esq., the companies' attorney, said. "Given these circumstances, the proposed sale clearly aligns with the broader reorganization strategy and stands to benefit all stakeholders," Mr. Ballstaedt said in court papers. A sale hearing is scheduled for Oct. 4. About KPG Revenue and RCM-TO GO KPG Revenue Cycle Management, Inc. assists major medical facilities in the collection of healthcare data, which is pivotal for government reporting and patient invoicing. KPG and its affiliate RCM-TO GO, LLC filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 23-12013) on May 19, 2023. At the time of the filing, KPG reported as much as $50,000 in assets and $100,001 to $500,000 in liabilities while RCM-TO GO reported as much as $50,000 in assets and $500,001 to $1 million in liabilities. Judge Mike K. Nakagawa oversees the cases. The Debtors are represented by Seth D. Ballstaedt, Esq., at Fair Fee Legal Services. LAKEVILLE FARMS: Gets OK to Hire Goldstein Bershad as Attorney -------------------------------------------------------------- Lakeville Farms LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Goldstein Bershad & Fried, P.C., as its attorneys. The Debtor requires legal counsel to give advice on issues relating to its Chapter 11 case; negotiate with creditors; and prepare a Chapter 11 plan. Goldstein will charge these hourly fees: Senior Attorneys $400 Paralegal $75 Goldstein received an initial retainer of $11,738. Aaron Scheinfield, Esq., at Goldstein, disclosed in court filings that all personnel of the firm are "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Aaron J. Scheinfield, Esq. Goldstein Bershad & Fried PC 4000 Town Center, Suite 1200 Southfield, MI 48075 Tel: (248) 355-5300 Fax: (248) 355-4644 Email: aaron@bk-lawyer.net About Lakeville Farms, LLC Lakeville Farms, LLC specializes in the manufacture and distribution of kiln dried cooking wood and firewood. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-47202) on August 17, 2023. In the petition signed by Todd Jagiello, member, the Debtor disclosed $538,000 in total assets and $1,893,064. Judge Thomas J. Tucker oversees the case. Aaron J. Scheinfield, Esq., at Goldstein Bershad & Fried PC, represents the Debtor as legal counsel. LITTLE MANUEL'S: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized Little Manuel's, Inc. to use cash collateral on an interim basis in accordance with the budget. In exchange for the use of cash collateral, the affected creditors will be granted replacement liens. The replacement liens will encumber only non-trust post-petition property of the same type as such creditor's pre-petition collateral. To the extent that multiple creditors assert an interest in the same collateral, replacement liens will be the same priority as such creditors' liens attach to the cash collateral used. As previously reported by the Troubled Company Reporter, the Debtor's counsel has conducted a search of UCC-1 Financing Statement through the California Secretary of State's UCC Connect online service. The Debtor's creditors are Servicing Solutions, Inc., Small Business Administration. NewCo Capital Group VI, LLC, Torro, LLC, River Capital Partners LLC, and Vox Funding LLC. The primary assets of the estate that are subject to the UCC liens consist of artwork inventory and cash deposits. A final hearing on the matter is set for September 29, 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=AmFIIs from PacerMonitor.com. The Debtor projects $54,700 in total sources of cash and $53,582 in total uses of cash for September 13 to 29, 2023. About Little Manuel's, Inc. Little Manuel's, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No. 23-41120) on September 6, 2023. In the petition signed by Michelle Sidrian, chief executive officer and shareholder, the Debtor disclosed up to $50,000 in assets and up to $1 million in liabilities. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, represents the Debtor as legal counsel. LITTLE MANUEL'S: Gina Klump Named Subchapter V Trustee ------------------------------------------------------ The U.S. Trustee for Region 17 appointed Gina Klump, Esq., at the Law Office of Gina R. Klump, as Subchapter V trustee for Little Manuel's, Inc. Ms. Klump will be paid an hourly fee of $480 for her services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Ms. Klump declared that she is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Gina Klump, Esq. Law Office of Gina R. Klump 11 5th Street, Suite 102 Petaluma, CA 94952 Phone: (707) 778-0111 Email: gklump@klumplaw.net About Little Manuel's Little Manuel's, Inc. filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-41120) on Sept. 6, 2023, with up to $50,000 in assets and up to $1 million in liabilities. Michelle Sidrian, chief executive officer and shareholder, signed the petition. Judge Charles Novack oversees the case. E. Vincent Wood, Esq., at The Law Offices of E. Vincent Wood, represents the Debtor as legal counsel. LUCENA DAIRY: Seeks Approval to Hire C. Conde & Assoc. as Counsel ----------------------------------------------------------------- Lucena Dairy Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire the Law Offices of C. Conde & Assoc. as its counsel. The firm's services include: a. advising the Debtor with respect to its duties, powers and responsibilities in the bankruptcy case under the laws of the U.S. and Puerto Rico; b. advising the Debtor to determine whether a reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c. assisting the Debtor in negotiations with creditors for the purpose of arranging the orderly liquidation of assets and proposing a viable plan of reorganization; d. preparing legal papers; e. appearing before the bankruptcy court or any court in which the Debtor asserts a claim interest or defense directly or indirectly related to the bankruptcy case; f. providing all notary services; g. performing other necessary legal services; and h. employing other professionals, if necessary. The firm's hourly rates are as follows: Carmen Conde Torres, Esq. $350 per hour Associates $300 per hour Junior Attorney $275 per hour Clerical Services $150 per hour In addition, the firm will seek reimbursement for its out-of-pocket expenses. The retainer fee is $20,000. Carmen Conde Torres, Esq., a partner at C. Conde & Assoc., disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. C. Conde & Assoc. can be reached at: Carmen D. Conde Torres, Esq. LAW OFFICES OF C. CONDE & ASSOC. 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 Email: condecarmen@condelaw.com About Lucena Dairy Inc. Lucena Dairy Inc. is engaged in the production of cows' milk and other dairy products and in raising dairy heifer replacements. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. P.R. Case No. 23-02835) on September 8, 2023. In the petition signed by Jorge Lucena Betancourt, president, the Debtor disclosed $1,905,560 in assets and $11,464,130 in liabilities. Judge Edward A. Godoy oversees the case. Carmen D. Conde Torres, Esq., at Law Offices of C. Conde & Associates, represents the Debtor as legal counsel. MALACHITE INNOVATIONS: Closes Purchase of Third Reclamation Biz --------------------------------------------------------------- Malachite Innovations, Inc. announced the closing of its acquisition of Collins Building & Contracting, Inc., an environmental services business that primarily focuses on the reclamation of abandoned mine land ("AML") sites in West Virginia, representing Malachite's acquisition of its third environmental services business in West Virginia in the past 16 months. Collins Building Acquisition The acquisition was consummated on Aug. 31, 2023 pursuant to a Stock Purchase Agreement, of the same date, entered into between Malachite and Roger Collins, Collins Building's sole shareholder, whereby Malachite acquired 100% of the outstanding common stock of Collins Building for $5.035 million, comprised of $1.0 million of cash, a $2.0 million seller note collateralized by the acquired real estate and quarry infrastructure, and a separate $2.035 million seller note collateralized by the acquired equipment. The purchase included over 100 pieces of equipment, nearly 100 acres of land, a multi-use mechanics shop, an active sandstone quarry, and several reclamation contracts. Roger Collins will serve as senior vice president of Sales of Range Environmental Resources, Inc., a wholly-owned subsidiary of Malachite, responsible for growing Malachite's abandoned mine land business throughout West Virginia. "We are our excited to have acquired our third reclamation business in West Virigina to add the critical equipment and operational infrastructure, including a mechanics shop and sandstone quarry, necessary to support the significant growth of our reclamation business," stated Michael Cavanaugh, Malachite's chief executive officer. "Roger Collins is an exceptional leader with unparalleled expertise in identifying, bidding on, and performing AML jobs. We are thrilled to be partnering with him to expand our sales channels into AML work and further accelerate the growth of our reclamation businesses throughout Appalachia," added Cavanaugh. About Malachite Innovations Inc. Headquartered in Cleveland, Ohio, Malachite Innovations, Inc. is a public holding company dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Malachite owns and operates a balanced portfolio of operating businesses focused on developing long-term solutions to environmental, social and health challenges, with a particular focus on economically disadvantaged communities. Malachite takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Malachite said in its Quarterly Report on Form 10-Q for the period ended June 30, 2023, that "As reflected in the accompanying financial statements, during the six months ended June 30, 2023, the Company incurred a net loss of $190,098 and used $398,399 of cash in the Company's operating activities. These factors raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that the financial statements are issued." MALLINCKRODT PLC: $250MM DIP Loan from Acquiom and Seaport OK'd --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Mallinckrodt PLC and its debtor-affiliates to use cash collateral and obtain postpetition financing, on a final basis. Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC are permitted to obtain a priming, senior secured, superpriority debtor-in-possession term loan facility pursuant to a Superpriority Senior Secured Debtor-In-Possession Credit Agreement, by and among the DIP Borrowers, the Guarantors, and the DIP Secured Parties and substantially consistent with the DIP Term Sheet. The DIP Loan consists of a "new money" multiple draw term loan facility in an aggregate principal amount (exclusive of capitalized fees) of $250 million, of which: (i) up to $150 million was made available in a single draw upon entry of the interim order and satisfaction of other applicable conditions to any Initial DIP Loans set forth in the DIP Credit Agreement; and (ii) an additional amount of up to $100 million in delayed draw DIP loan will be made available in a single draw upon entry of the Final Order and satisfaction of other applicable conditions as set forth in the DIP Credit Agreement. Acquiom Agency Services LLC and Seaport Loan Products LLC, are co-administrative agents for the DIP Lenders. Acquiom also serves as collateral agent for the DIP Lenders and Required Lenders. Unless converted to New First Priority Takeback Term Loans or repaid in cash on the Plan Effective Date, in each case as set forth in the Plan, all obligations under the DIP Loan Documents will be due and payable in full in cash on the earliest of: (a) The date that is 12 months after the Petition Date; (b) 50 calendar days after the Petition Date if the Final Order has not been entered by such date; (c) The date of acceleration of such obligations in accordance with the DIP Credit Agreement and the other DIP Loan Documents; (d) The effective date of any plan of reorganization or liquidation in the Chapter 11 Cases; (e) The date on which the sale of all or substantially all of the Debtors' assets is consummated; (f) The date on which termination of the RSA occurs; (g) The date the Bankruptcy Court converts any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (h) The date the Bankruptcy Court dismisses any of the Chapter 11 Cases; (i) The date an order is entered in any Chapter 11 Case appointing a Chapter 11 trustee or examiner with enlarged powers; and (j) Other customary circumstances to be mutually agreed. The Debtors are required to comply with these milestones: 1. No later than 3 business days after the Petition Date, the Bankruptcy Court will have entered the Interim Order; 2. No later than 50 days after the Petition Date, the Bankruptcy Court will have entered the Final Order; 3. No later than 50 days after the Petition Date, the Bankruptcy Court will have entered an order confirming a plan of reorganization that is in form and substance reasonably acceptable to the Required DIP Lenders and approving the related disclosure statement; provided that the Plan will constitute an Acceptable Plan; and 4. No later than 90 days after the Petition Date, the effective date of the Acceptable Plan will have occurred. The Debtors' pre-bankruptcy obligations include: -- Not less than $1.72 billion under the Credit Agreement, dated as of June 16, 2022, among Mallinckrodt plc, Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, the lenders party thereto from time to time, Acquiom and Seaport as co-administrative agents, Deutsche Bank AG New York Branch, as collateral agent. -- Not less than $495 million under an Indenture, dated as of April 7, 2020, by and among Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC, as issuers, the guarantors party thereto from time to time, Wilmington Savings Fund Society, FSB, as indenture trustee, and Deutsche Bank AG New York Branch, as collateral agent, with respect to the issuance of 10.00% First Lien Senior Secured Notes due 2025. -- Not less than $650 million under an Indenture, dated as of June 16, 2022, by and among Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC, as issuers, the guarantors party thereto from time to time, Wilmington Savings Fund Society, FSB, as indenture trustee, and Deutsche Bank AG New York Branch, as collateral agent, with respect to the issuance of 11.500% First Lien Senior Secured Notes due 2028. -- Not less than $322 million under an Indenture, dated as of June 16, 2022, by and among Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC, as issuers, the guarantors party thereto from time to time, Wilmington Savings Fund Society, FSB, as indenture trustee and as collateral agent, with respect to the issuance of 10.00% Second Lien Senior Secured Notes due 2025 -- Not less than $328 million under an Indenture, dated as of June 16, 2022 by and among Mallinckrodt International Finance S.A. and Mallinckrodt CB LLC, as issuers, the guarantors party thereto from time to time, Wilmington Savings Fund Society, FSB, as indenture trustee and as collateral agent, with respect to the issuance of 10.00% Second Lien Senior Secured Notes due 2029. The Prepetition Secured Parties are entitled, pursuant to 11 U.S.C. sections 105, 361, 362 and 363(e), as a condition for the use of their Prepetition Collateral, including the cash collateral, to adequate protection of their respective interests in the Prepetition Collateral, including the cash collateral, to the extent of any postpetition diminution in value of their respective interests in the Prepetition Collateral as of the Petition Date resulting from the Carve Out, the Debtors' use, sale, or lease of the Prepetition Collateral (including Cash Collateral), the grant of a lien under 11 U.S.C. section 364, and/or the imposition of the automatic stay pursuant to 11 U.S.C. section 362(a). A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Se0o5Y from Kroll, the claims agent. The Debtors have prepared a 13-week DIP budget through the week ending November 24, 2023, projecting total operating disbursements of $445.5 million, including these projections for the weeks in October: $30,390,000 for the week ending October 6, 2023; $17,066,000 for the week ending October 13, 2023; $54,947,000 for the week ending October 20, 2023; and $40,931,000 for the week ending October 27, 2023. About Mallinckrodt plc Mallinckrodt plc is global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. Areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-11258) on August 28, 2023. Mallinckrodt plc disclosed $5,106,900,000 in assets and $3,512,000,000 in liabilities as of June 30, 2023. Bryan M. Reasons, authorized signatory, signed the petition. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins, LLP and Richards, Layton & Finger, P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Guggenheim Securities, LLC as investment banker; and AlixPartners, LLP, as restructuring advisor. ArentFox Schiff, LLP serves as counsel to the DIP Agents, Acquiom Agency Services LLC and Seaport Loan Products LLC. Gibson, Dunn & Crutcher LLP serves as counsel to the Ad Hoc First Lien Term Loan Group, Evercore Group L.L.C. as its financial advisor, McCann Fitzgerald LLP as Irish counsel, and Troutman Sanders LLP as local bankruptcy counsel. Paul, Weiss, Rifkind, Wharton & Garrison LLP serves as counsel to the Ad Hoc Crossover Group. Sullivan & Cromwell LLP acts as counsel to certain members of the Ad Hoc Crossover Group. Perella Weinberg Partners LP is the financial advisor to the Ad Hoc Crossover Group, Matheson LLP is its Irish counsel and Landis Rath & Cobb LLP is the local bankruptcy counsel. Davis Polk & Wardwell LLP serves as counsel to the Ad Hoc 2025 Noteholder Group, Morris, Nichols, Arsht & Tunnell LLP is the group's Delaware counsel, and Quinn Emmanuel Urquhart & Sullivan, LLP is counsel to the appellants in those certain pending appeals related to the 2025 First Lien Notes before the United States District Court for the District of Delaware related to the Debtors. Sullivan Hazeltine Allinson LLC is the Delaware counsel to the appellants in certain pending appeals related to the 2025 First Lien Notes before the Delaware District Court to the Debtors. MANNINGTON MILLS: S&P Downgrades ICR to 'B' on Elevated Leverage ---------------------------------------------------------------- S&P Global Ratings lowered the issuer credit rating on U.S. flooring manufacturer Mannington Mills Inc. to 'B' from 'BB-'. At the same time, S&P lowered its issue-level rating on the company's $252 million term loan due 2026 to 'B' from 'BB-'. S&P Said, "The stable outlook reflects our expectation that Mannington will generate moderate sales in its commercial segment amid softness in the residential market so that the company's S&P Global Ratings-adjusted debt leverage remains 6x-7x over the next 12 months. "Lower residential sales volumes continue to exert pressure on the company's credit metrics such that we expect adjusted debt to EBITDA to remain 6x-7x for the next 12 months. The company's total revenue for the first half of 2023 decreased 15% compared to the same period in fiscal 2022 (ended June 2022). This was driven by lower residential demand and partially offset by steady demand in its commercial segment. We expect the lower demand trend in residential new construction to persist through the second half of 2023 and into fiscal 2024 as higher interest rates and inflation concerns defer repair and remodel activity." As of June 30, 2023, the company's S&P Global Ratings-adjusted debt to EBITDA is 6.6x on a rolling-12-months (RTM) basis, well beyond our downside trigger of 5x. S&P said, "While we expect continued steady growth in its commercial segment through the remainder of fiscal 2023 and into fiscal 2024, the lower demand in the residential sales volume segment will continue to exert downward pressure on the company's EBITDA margin. As a result, we expect adjusted leverage to remain 6x-7x for the next 12 months." Mannington Mills operates in the highly competitive flooring industry and has limited pricing power. Overall, demand for the company's legacy products made with vinyl, laminate, and wood is declining as customers substitute rigid-core luxury vinyl tile (LVT) products for more traditional products. Mannington is a leader in rigid-core LVT and manufactures these products at its Calhoun, Ga., plant to compete against imports from China. The company has experienced some recent challenges to its LVT business due to the Uyghur Forced Labor Protection Act (UFLPA), which resulted in some lost sales volume. S&P believes that Mannington will begin to see sales recovery in the LVT space beginning in early fiscal 2024. S&P said, "While the company has invested in product innovation, we assess the business as constrained by its sole focus on flooring products. Given its 2022 revenue of $982 million, which compares with the $11.7 billion of revenue reported by its competitor Mohawk Industries Inc. over the same period, we view Mannington as having weaker scale and competitive advantage than the larger players in its industry. "The stable outlook reflects our expectation that Mannington will maintain adjusted leverage of 6x-7x amid softness in the residential flooring segment over the next 12 months." S&P could lower the ratings over the next 12 months if debt to EBITDA exceeds 7x with few prospects of recovery, which could occur if: -- A significant decline in residential or repair and remodeling demand occurred, causing EBITDA to decline below our expectations; or -- The company is unable to refinance its asset-based lending (ABL) facility and we consider its liquidity as constrained. S&P could raise the rating if the residential housing sector rebounds, and the company's sales and EBITDA margins improve such that the company's adjusted debt is 4x-5x and we expect it to sustain in that range. MATREIYA TRANS: Contribution & Continued Operations to Fund Plan ---------------------------------------------------------------- Matreiya Trans, Corp., filed with the U.S. Bankruptcy Court for the Eastern District of New York an Amended Small Business Disclosure Statement describing Plan of Reorganization dated September 19, 2023. The Debtor is a taxi medallion corporation located at 105 East 34 Street, Suite 174, New York 10016. The Action stems from a dramatic decline in the value of the taxi medallion, which constituted the collateral of the loan of DePalma Acquisition I LLC. Being unable to contribute additional collateral and supplement the monthly note payment out of personal funds of the principal of the corporation, the Debtor filed for Chapter 11 Bankruptcy protection on December 26, 2019. Class I shall consist of the claim of the main creditor, DePalma Acquisition I LLC, in the total amount of $329,999.32. In full and final satisfaction of DePalma's Claim, the settlement payment in the amount of $230,000.00 shall be paid in lump sum cash payment ("Settlement Payment") on the effective date of the plan. The Debtor agrees to use good faith efforts to confirm the Amended Plan as soon as reasonably possible following entry of the Approval Order and to achieve the effective date by no later than December 30, 2023. The Settlement Payment of $230,000.00 represents 69.69% of the total claim of DePalma Acquisition I LLC. The unsecured claim of the New York State Department of Taxation & Finance in the amount of $150,00 will be paid 69.69% dividend ($104.53) on the effective date of the plan. Karen E. Simon, the sole equity interest holder, shall retain her interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by her as the equity holder, toward the payment of general unsecured creditor claims. The Debtor's president will contribute funds in installments over the life of the plan, on as needed basis. Karen E. Simon, Debtor's principal and the sole shareholder, will continue to be employed by the reorganized Debtor. The claim of the DePalma Acquisition I LLC, being the main creditor of the cases, was settled pursuant to terms of the Settlement Agreement. The Settlement Agreement will be funded from the contribution of personal funds of the Debtor's principal, Karen E. Simon, as well as from funds, accumulated in the Debtors' DIP accounts. All remaining claims, including administrative claims, will be funded from sums accumulated in the Debtors' DIP account from the date of the petition and from continuing business operations, continuously from the date of the petition. A full-text copy of the Amended Disclosure Statement dated September 19, 2023 is available at https://urlcurt.com/u?l=9vBH8T from PacerMonitor.com at no charge. Attorney for Debtor: Alla Kachan, Esq. 2799 Coney Island Ave, Suite 202 Brookyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About Matreiya Trans Corp. Matreiya Trans Corp. is a taxi medallion corporation located at 105 East 34th Street, Suite 174, New York. Matreiya Trans Corp. sought Chapter 11 protection (Bankr. E.D.N.Y. Case No. 19-47711) on Dec. 26, 2019. Matreiya disclosed $157,164 in assets and $330,000 in liabilities as of the bankruptcy filing. The petition was signed by Michael L. Simon, president. The LAW OFFICES OF ALLA KACHAN, P.C., serves as bankruptcy counsel to the Debtor. MERRILL PROPERTIES: Seeks to Sell Empty Warehouse for $140,000 -------------------------------------------------------------- Merrill Properties, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia for authority to sell a property to Steve Morris, a third-party buyer. The property up for sale is an empty warehouse located at 206 W. Broad St., Griffin, Ga. Mr. Morris offered the sum of $140,000, including an earnest deposit of $2,000. The property is being sold "free and clear" of liens, encumbrances, claims and interests including the claims of SE Property, LLC; and is being sold "as is" without warranties of fitness for a specific purpose or otherwise. The sale is not subject to a bidding process for an auction but is only subject to a "higher and better" offer being received prior to court approval of the deal. Michael Robl, Esq., attorney for Merrill Properties, said the transaction contemplated under the sale contract with Mr. Morris is the "best offer" the company has received so far. "The sale is in the best interest of creditors as it will provide funds for a distribution to such creditors," the attorney said in court papers. One of the two owners of Merrill Properties will get 50% of the net proceeds of the sale at the time of closing. The remaining half of the net proceeds will be held by the company until further order of the bankruptcy court. A sale hearing is scheduled for Oct. 18. About Merrill Properties Merrill Properties, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-10978) on Aug. 15, 2023, with $500,001 to $1 million in assets and $0 to $50,000 in liabilities. John Whaley, a practicing accountant in Atlanta, Ga., has been appointed as Subchapter V trustee. Judge Paul Baisier oversees the case. Michael D. Robl, Esq., at Robl Law Group, LLC represents the Debtor as bankruptcy counsel. METHANEX CORP: Egan-Jones Retains BB Senior Unsecured Ratings ------------------------------------------------------------- Egan-Jones Ratings Company on September 11, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Methanex Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Vancouver, Canada, Methanex Corporation produces and markets methanol. METROPLEX RECOVERY: Court OKs Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, authorized Metroplex Recovery, LLC to use cash collateral on an interim basis in accordance with the budget, with a 15% variance. The Debtor requires the use of cash collateral to pay its ongoing expenses in accordance with the budget. U.S. Dept. of Treasury, Small Business Administration, Legend Advanced Funding II, LLC, National Funding, and Wide Merchant Capital are the Debtor's secured lenders. As adequate protection, the Secured Lenders are granted valid, binding, enforceable, and perfected lien co-extensive with the Secured Lenders pre-petition liens in all currently owned or hereafter acquired property and assets of the Debtor. As adequate protection for the diminution in value of the interests of the Secured Lender, the Secured Lender is granted replacement liens and security interests, in accordance with Bankruptcy Code Sections 361, 363, 364(c)(2), 364(e), and 552, co-extensive with their pre-petition liens. The replacement liens granted to the Secured Lender are automatically perfected without the need for filing of a UCC-1 financing statement with the Secretary of States Office or any other such act of perfection. The Debtor will make monthly adequate protection payments to the United States Department of Treasury - Small Business Administration in the amount of $9,000 per month until confirmation or until the Court orders a different amount to be paid. A further hearing on the matter is set for October 4 at 3 p.m. A copy of the order is available at https://urlcurt.com/u?l=CpAzqz from PacerMonitor.com. About Metroplex Recovery, LLC Metroplex Recovery, LLC is a locally owned company that provides automotive locksmith services to the Ft Worth TX area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42712) on September 7, 2023. In the petition signed by Adrian Torres, managing member, the Debtor disclosed $843,533 in assets and $2,425,928 in liabilities. Judge Mark X. Mullin oversees the case. Lee Law Firm represents the Debtor as legal counsel. METROPLEX RECOVERY: Seeks to Hire Lee Law Firm as Legal Counsel --------------------------------------------------------------- Metroplex Recovery, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Lee Law Firm PLLC to handle its Chapter 11 case. The firm's hourly rates are as follows: Attorneys $40 per hour Paralegals $125 - $195 per hour The Debtor paid $13,000 to the law firm as a retainer and $1,738 as the Chapter 11 filing fee. Chris Lee, Esq., a shareholder of Lee Law Firm, 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: Christopher M. Lee, Esq. LEE LAW FIRM PLLC 8701 Bedford Euless Rd, Ste 510 Hurst, TX 76053 Tel: (469) 646-8995 Fax: (469) 694-1059 Email: ecf@leebankruptcy.com About Metroplex Recovery, LLC Metroplex Recovery, LLC is a locally owned company that provides automotive locksmith services to the Ft Worth TX area. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-42712) on September 7, 2023. In the petition signed by Adrian Torres, managing member, the Debtor disclosed $843,533 in assets and $2,425,928 in liabilities. Lee Law Firm represents the Debtor as legal counsel. MIDWEST DOUGH: Seeks to Hire Lentz Law PC as Bankruptcy Counsel --------------------------------------------------------------- Midwest Dough Guys, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire Lentz Law, PC, LLO as its attorneys. The Debtor requires legal counsel to: a. give advice with respect to the powers and duties of the Debtor in the reorganization of its business; b. meet with and negotiate with creditors; c. take any necessary actions to set aside preferences of transfers, which may qualify to be avoided or set aside under the Bankruptcy Code; d. take such other necessary and required actions which are deemed by such counsel as ordinary and necessary in the course of these proceedings; e. provide representation in connection with any adversary proceedings filed in court by various creditors and adversary proceedings required to be filed for the protection and preservation of property of the estate; f. prepare legal papers; and g. perform other legal services. The firm will be paid based upon its normal and usual hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. The retainer fee is $15,000. John Lentz, Esq., a partner at Lentz Law, PC, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: John A. Lentz, Esq. LENTZ LAW, PC, LLO 650 J St Ste 215B Lincoln, NE 68508 Phone: (402) 421-9676 Email: john@johnlentz.com About Midwest Dough Midwest Dough Guys, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Neb. Case No. 23-40758) on Aug. 15, 2023, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Thomas L. Saladino oversees the case. John A. Lentz, Esq., at Lentz Law represents the Debtor as bankruptcy counsel. MILE HI TRANSPORTATION: Seeks to Hire Kutner Brinen as Attorney --------------------------------------------------------------- Mile Hi Transportation, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Kutner Brinen Dickey Riley PC as its attorneys. The Debtor requires legal counsel to: (a) give advice with respect to its powers and duties; (b) assist the Debtor in the development of a plan of reorganization under Chapter 11; (c) file the necessary pleadings, reports and actions, which may be required in the continued administration of the Debtor's property under Chapter 11; (d) take necessary actions to enjoin and stay until final decree continuation of pending proceedings, and enjoin and stay until final decree commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Sec. 362; and (e) perform other necessary legal services. The hourly rates of the firm's counsel and staff are as follows: Jeffrey S. Brinen $500 Jenny Fujii $410 Jonathan M. Dickey $350 Keri L. Riley $350 Paralegal $100 In addition, the firm will seek reimbursement for expenses incurred. The firm received a retainer of $12,000, of which $7,590 remained on the petition date. Jonathan Dickey, Esq., an attorney at Kutner Brinen Dickey Riley, 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: Jonathan M. Dickey, Esq. KUTNER BRINEN DICKEY RILEY, PC 1660 Lincoln Street, Suite 1720 Denver, CO 80264 Telephone: (303) 832-2400 Email: jmd@kutnerlaw.com About Mile Hi Transportation, LLC Mile Hi Transportation, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 23-14054) on September 8, 2023. In the petition signed by Jesse Trujillo, managing member, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Thomas B. Mcnamara oversees the case. Jonathan M. Dickey, Esq., at Kutner Brinen Dickey Riley PC, represents the Debtor as legal counsel. MILLER'S QUALITY: Has Until Nov. 14 to File Plan and Disclosures ---------------------------------------------------------------- Judge Jeffery A. Deller has entered an order that the deadline for Miller's Quality Meats, LLC to file its Chapter 11 Plan of Reorganization and Disclosure Statement under 11 USC section 1121(e)(2) is extended to Nov. 14, 2023. The Court will conduct a hearing on Nov. 14, 2023, at 10:00 AM to consider whether a further extension is appropriate. Any objections to a further extension must be filed by October 31, 2023. About Miller's Quality Meats Miller's Quality Meats, LLC, produces and sells dried, spiced and smoked meat products to both retail and individual customers. Miller's Quality Meats sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22280) on Nov. 17, 2022. In the petition signed by its managing member, James Perko, the Debtor disclosed up to $1 million in both assets and liabilities. Judge Jeffery A. Deller oversees the case. The Debtor tapped Ryan J. Cooney, Esq., at Cooney Law Offices as bankruptcy counsel and Bonus Accounting, LLC as accountant. MSS INC: Has Until Nov. 27 to File Plan and Disclosures ------------------------------------------------------- Judge Joseph N. Callaway has entered an order that MSS, Inc., must file a Plan and Disclosure Statement on or before November 27, 2023. A status conference will be held on Oct. 11, 2023 at 10:00 a.m., in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858. Counsel for the debtor(s) in possession and the Bankruptcy Administrator will participate in the status conference, and any objection to the procedures outlined in this order will be addressed at that time. About MSS Inc. MSS. Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02487) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Matthew Filzen, vice president and chief operations officer, signed the petition. Judge Joseph N. Callaway oversees the case. Joseph Z. Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, is the Debtor's legal counsel. MUZIK INC: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Muzik Inc. 1800 North Vine Street Los Angeles, CA 90028 Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-16304 Debtor's Counsel: Eve H. Harasik, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Email: ehk@lnbyg.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jason Hardi as chief executive officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2AV6ALI/Muzik_Inc__cacbke-23-16304__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. James Berberian Employee $2,178,530 c/o Alexander L. Conti Severance Conti Law Lawsuit 23 Corporate Plaza Drive Suite 150 Newport Beach, CA 92660 2. Sigma Connectivity Engineering $2,159,766 AB Box 99 221 00 Lund Sweden 3. Cognition, LLC Convertible Note $1,000,000 c/o Dr. Joseph Dispenza 1410 Grand Avenue Santa Barbara, CA 93101 4. Bank of America, N.A. PPP Loan $802,751 Loan No: MuzikInc00001 PO Box 45144 Jacksonville, FL 32232-5144 5. WSGR Legal $666,003 Wilson Sonsini Goodrich & Rosati 650 Page Mill Road Palo Alto, CA 94304-1050 6. Salvador Briman Convertible Note $500,000 Stabinski Sierra Chalchihui 235 Int 602B Mexico City, Mexico ZC 11000 7. Marc Frankel Convertible Note $500,000 41 Woodland Street Tenafly, NJ 07670 8. New Potato Engineering $323,935 Technologies, Inc. 5508 Business Drive Wilmington, NC 28405 9. USA Debt Recovery China/Fact $165,000 Solutions (IEA Install) 1801 Century Park East Suite 1600 Los Angeles, CA 10. Framestore Ltd Marketing $128,604 28 Chancery Lane London WC2A 1LB London 11. ModusLink 3PL $107,000 14530 Innovation Drive Riverside, CA 92518 12. Danir AB Convertible Note $100,000 Dockplatsen 1, 211 19 Malmoe Sweden 13. Lavely & Singer PC Legal $94,048 2049 Century Park E. #2400 Los Angeles, CA 90067 14. MannHeimer Swartling Legal $67,451 Carlsgatan 3, Box 4291 203 14 Malmo Sweden 15. Dragon Innovation, Inc. Engineering $60,000 One Alewife Center Suite 310 Cambridge, MA 02140 16. Telemus Capital LLC Rent $56,476 Two Towne Sq. Suite 800 Southfield, MI 48076 17. S4S LLC Marketing $50,000 501 East Las Olas Blvd 2nd and 3rd Floor Fort Lauderdale, FL 33301 18. Ashby & Geddes P.A. Legal $42,833 500 Delaware Avenue Wilmington, Delaware 19899-0000 19. Myers Bigel & Sibley P.A. Legal $41,350 4140 Parklake Ave Suite 600 Raleigh, NC 27612 20. Mayer Brown LLP Legal $40,000 350 South Grand Ave 25th Floor Los Angeles, CA 90071-1503 MXP OPERATING: Files Emergency Bid to Use Cash Collateral --------------------------------------------------------- MXP Operating, LLC asks the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for authority to use cash collateral to pay its normal operating expenses. As a result of a litigation between the Debtor and one of its creditors Seven Energy Investments, LLC bda Alpha Seven Energy has instructed the purchasers of the Debtor's Oil and Gas not to remit the sales proceeds to Debtor. This led to withheld funds from the Debtor. The court compelled the funds to be released, and Alpha's counsel argued they had a security interest in the funds. The Debtor's reorganization chances depend on their ability to use Alpha's alleged Collateral to continue operations and implement a reorganization plan. As adequate protection, the Debtor is willing to provide Alpha with replacement liens pursuant to 11U.S.C. section 552 to the extent is has a lien on the cash collateral. A copy of the motion is available at https://urlcurt.com/u?l=ob5WHj from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=nt0Yyq from PacerMonitoor.com. The Debtor projects $55,285 in total monthly recurring expenses. About MXP Operating, LLC MXP Operating, LLC operates a company providing operating services for Oil and Gas wells in Texas and Oklahoma. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-41446) on August 11, 2023. The petition was signed by Rachel T. Patman, Esq. as managing member. At the time of filing, the Debtor estimated $2,732,000 in assets and $8,603,928 in liabilities. Eric A. Liepins, Esq. at Eric A. Liepins, P.C. represents the Debtor as counsel. NABOR GARAGE: Seeks to Hire Jones & Walden as Legal Counsel ----------------------------------------------------------- Nabor Garage Doors LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $250 - $425 per hour Paralegals $110 - $200 per hour Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie M. Pineyro, Esq. JONES & WALDEN LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About Nabor Garage Doors Nabor Garage Doors LLC filed its voluntary petition for relief under Chapter of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58391) on August 31, 2023. At the time of filing, the Debtor estimated $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Jeffery W Cavender presides over the case. Leslie M. Pineyro, Esq. at Jones And Walden, LLC represents the Debtor as counsel. NEST GLOBAL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Nest Global Solutions, LLC 350 Springfield Avenue, Suite 200 Summit NJ 07901 Business Description: NEST Global Solutions delivers next generation document digitization and workflow automation to increase an organization's agility and scalability for business operations. Chapter 11 Petition Date: September 26, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-18405 Debtor's Counsel: Jorge Salva, Esq. WARREN LAW GROUP 519 8th Ave, 25th Fl. New York NY 10018 Phone: 201-697-7686 Email: jsalva@warren.law Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lisa Canty as managing member. 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/62Z5U7A/Nest_Global_Solutions_LLC__njbke-23-18405__0001.0.pdf?mcid=tGE4TAMA NEW HORIZON RE: Mark Schlant Named Subchapter V Trustee ------------------------------------------------------- The U.S. Trustee for Region 2 appointed Mark Schlant, Esq., at Zdarsky, Sawicki & Agostinelli, LLP as Subchapter V trustee for New Horizon RE LLC. Mr. Schlant will be paid an hourly fee of $275 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Schlant declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark J. Schlant, Esq. Zdarsky, Sawicki & Agostinelli, LLP 1600 Main Place Tower 350 Main St. Buffalo, NY 14202 Phone: (716) 855-3200 Email: mschlant@zsalawfirm.com About New Horizon RE New Horizon RE, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-60667) on Sept. 11, 2023, with $500,001 to $1 million in both assets and liabilities. Judge Patrick G. Radel oversees the case. Peter Alan Orville, Esq., at Orville & Mcdonald Law, PC represents the Debtor as legal counsel. OIL STATES: Egan-Jones Retains CCC+ Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Oil States International, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Houston, Texas, Oil States International, Inc. provides specialty products and services to oil and gas drilling and production companies. ONORATI CONSTRUCTION: Unsecureds to Split $48K over 60 Months ------------------------------------------------------------- Onorati Construction Co., Inc., filed with the U.S. Bankruptcy Court for the District of New Jersey a Small Business Combined Plan of Reorganization and Disclosure Statement dated September 19, 2023. The Debtor is a premier civil construction company specializing in milling, paving, and all aspects of road construction. The Debtor was founded in 1918 and began with the name Onorati & Sons. The total value of the Debtor's assets total $2,088,273.45. Industrial Finance, Foley, Bondex Insurance Company, Caterpillar Financial Services Corporation, Ford Credit and GM Financial (collectively, the "Priming Lien Creditors") hold purchase money security interests in certain collateral of the Debtor that prime the SBA Loan. Thus, after excluding the Priming lien Creditors collateral, the value of the SBA's floor to ceiling, wall to wall collateral is approximately $239,408.42. Thus, the SBA will hold a perfected security interest in the collateral in the amount of $239,408.42. The Debtor proposes to pay the SBA $239,409.42 upon a 30-year amortization at 6%. The monthly payment shall be $1,435.37. The Debtor is maintaining its collateral in good form and the collateral is insured. The Debtor proposes to pay Class 3 Creditors (General Unsecured Creditors) their pro rata share of $48,000 payable at $2,400 over five years in quarterly payments. Class 10 consists of General Unsecured Claims. This Class shall receive $800 per month over 60 months for a total of $48,000. The allowed unsecured claims total ($1,720,735.37) (this amount is still being determined in light of the fact that certain claims are subject to objection and reclassification). The Plan provides for all the Debtor's assets to revest in the Debtor. The Plan will be funded by the Debtor's continued monthly income. There shall be no prepayment penalty for any priority, administrative or Class of claims. On Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date. A full-text copy of the Combined Plan and Disclosure Statement dated September 19, 2023 is available at https://urlcurt.com/u?l=zPYOQT from PacerMonitor.com at no charge. Debtor's Counsel: Anthony Sodono, III, Esq. McMANIMON, SCOTLAND & BAUMANN, LLC 75 Livingston Avenue Second Floor Roseland, NJ 07068 Tel: 973-622-1800 Fax: 973-622-7333 E-mail: asodono@msbnj.com About Onorati Construction Onorati Construction Co., Inc., specializes in paving construction of commercial and residential properties. It is based in Boonton, N.J. Onorati filed Chapter 11 petition (Bankr. D.N.J. Case No. 23 15349) on June 21, 2023, with $2,088,273 in assets and $4,542,351 in liabilities. Nicole Nigrelli, Esq., at Ciardi, Ciardi & Astin has been appointed as Subchapter V trustee. Judge Stacey L. Meisel oversees the case. The Debtor tapped Anthony Sodono, III, Esq., at McManimon, Scotland & Baumann, LLC as bankruptcy counsel and Trif & Modugno, LLC as special counsel. ORETEST INTERNATIONAL: Joseph Cotterman Named Subchapter V Trustee ------------------------------------------------------------------ The U.S. Trustee for Region 14 appointed Joseph Cotterman as Subchapter V trustee for Oretest International, LLC. Mr. Cotterman will be paid an hourly fee of $500 for his services as Subchapter V trustee and will be reimbursed for work-related expenses incurred. Mr. Cotterman declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Joseph E. Cotterman 5232 W. Oraibi Drive Glendale, AZ 85308 Telephone: 480-353-0540 Email: cottermail@cox.ne About Oretest International Oretest International, LLC owns a commercial real property located at 1108 West 4th St., Benson, Ariz. The property is valued at $450,000 based on the Debtor's opinion. Oretest International filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-06280) on Sept. 11, 2023, with $1,331,500 in total assets and $605,033 in total liabilities. David John Clare, managing member, signed the petition. Judge Scott H. Gan oversees the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, PC represents the Debtor as legal counsel. OVERSEAS SHIPHOLDING: Egan-Jones Retains B- Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Overseas Shipholding Group, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Tampa, Florida, Overseas Shipholding Group, Inc. maintains a fleet of marine transport vessels. PBF ENERGY: Egan-Jones Retains BB- Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by PBF Energy Inc. Headquartered in Parsippany-Troy Hills, New Jersey, PBF Energy Inc. operates as an independent petroleum refiner and supplier. PENN ENGINEERING: S&P Withdraws 'B+' Issuer Credit Rating --------------------------------------------------------- S&P Global Ratings withdrew its 'B+' issuer credit rating on Pennsylvania-based Penn Engineering & Manufacturing Corp. at the issuer's request. S&P's outlook on the company was stable at the time of withdrawal. PENN ENTERTAINMENT: Egan-Jones Retains B- Senior Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on September 11, 2023, maintained its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by PENN Entertainment, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Wyomissing, Pennsylvania, PENN Entertainment, Inc. owns and operates casinos, hotels, and racetracks facilities. PHOENIX TELECOM: Seeks to Hire MarineMax East as Broker ------------------------------------------------------- Phoenix Telecom, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Florida to employ MarineMax East, Inc. as its broker. The firm will render its services in connection with the sale of a 2019 Boston Whaler 380 Outrage, HIN BWCE1569A919 and three Mercury Engines, SN 2B653441, 2B652369, and 2B61508. MarineMax's commission is 10 percent of the gross sales price. MarineMax does not represent or hold any interest adverse to the Debtor or to the estate and is disinterested as required by Section 327(a) of the Bankruptcy Code, according to court filings. The firm can be reached through: Daniel Deaibes MarineMax East, Inc. 1901 Cypress Street Pensacola, FL 32502 Phone: (850) 477-1112 Fax: (850) 479-9335 About Phoenix Telecom Phoenix Telecom, Inc., a company in Cantonment, Fla., filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 23-30408) on June 14, 2023, with $1 million to $10 million in both assets and liabilities. Jerrett McConnell, Esq., at McConnell Law Group, P.A. has been appointed as Subchapter V trustee. Jodi Daniel Dubose, Esq., at Stichter, Riedel, Blain & Postler, P.A. is the Debtor's legal counsel. PIER 1 IMPORTS: Egan-Jones Retains BB Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Pier 1 Imports, Inc. Headquartered in Fort Worth, Texas, Pier 1 Imports, Inc. is an importer decorative home furnishings and gifts. PLASTIQ INC: Seeks to Extend Plan Exclusivity to December 20 ------------------------------------------------------------ Plastiq Inc. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods within which they may file a chapter 11 plan and solicit acceptances thereof to December 20 and February 19, 2024, respectively. The Debtors' initial exclusive filing period and initial exclusive solicitation period ends on September 21, 2023 and November 20, 2023, respectively. The Debtors explained that since the commencement of their chapter 11 cases, they have worked diligently to ensure a smooth transition into chapter 11 and to preserve and maximize the value of their estates for the benefit of all stakeholders. The Debtors stated that they have, among other things: (i) obtained critical "first-day" relief from the Court, including interim and final orders approving debtor- in-possession financing; (ii) obtained approval of the Bidding Procedures Order and continued to market the sale of substantially all of their assets pursuant to the Bidding Procedures Order; (iii) filed their schedules of assets and liabilities and statements of financial affairs; (iv) negotiated a global settlement with the Committee, the Debtors' prepetition and postpetition lenders, and the stalking horse bidder, which resolved the Committee's objections to the Bidding Procedures Order, among other things, and potentially paved the way for the ultimate resolutions of their chapter 11 cases; (v) retained professionals for the administration of their chapter 11 cases and for nonbankruptcy services rendered to the Debtors in the ordinary course of business; (vi) obtained Court approval to consummate the Sale of the Debtors' assets; (vii) obtained Court approval on an interim basis of the Disclosure Statement and Plan for solicitation purposes; (viii) responded to various creditor inquiries and demands; and (ix) handled other necessary tasks related to the administration of the Debtors' estates and their chapter 11 cases. The Debtors stated that they were required to devote substantial time, energy and resources to reach this point in their chapter 11 cases. The Debtors explained that the sale and plan processes required, and continue to require, extensive negotiations and effort. The Debtors stated that at the conclusion of the sale process, they negotiated and obtained entry of an order approving the sale to the purchaser. The Debtors also stated that they negotiated and obtained approval of a stipulation for post-sale debtor-in- possession financing agreements to satisfy certain administrative expenses that accrued, or are anticipated to accrue, pre- or post-closing of the sale. Plastiq Inc. and its affiliates are represented by: Michael R. Nestor, Esq. Matthew B. Lunn, Esq. Joseph M. Mulvihill, Esq. Jared W. Kochenash, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Rodney Square Wilmington, DE 19801 Tel: (302) 571-6600 Email: mnestor@ycst.com mlunn@ycst.com jmulvihill@ycst.com jkochenash@ycst.com About Plastiq Inc. Founded in 2012, Plastiq Inc. is a B2B payments company for SMBs. It has helped tens of thousands of businesses improve cash flow with instant access to working capital while automating and enabling control over all aspects of accounts payable and receivable. Plastiq provides growing finance teams with technology and know-how once reserved for only large enterprises. The flagship product, Plastiq Pay, pioneered a way for businesses to pay suppliers by credit card regardless of acceptance as an alternative to expensive, scarce bank loan options. Plastiq Accept offers an alternative to expensive merchant services, enabling businesses to accept credit cards with no merchant fees and get paid across any customer touch point, including a website, invoice, checkout process, and in person via QR code. Plastiq Inc. and affiliates sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10671) on May 24, 2023. In the petition filed by its chief restructuring officer, Vladimir Kasparov, Plastiq Inc. reported $50 million to $100 million in both assets and liabilities. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP as counsel; and Portage Point Partners, LLC as restructuring advisor. Vladimir Kasparov of Portage Point Partners serves as the Debtors' chief restructuring officer. Kurtzman Carson Consultants, LLC is the claims agent and administrative advisor. PRIZE MANAGEMENT: Court OKs Interim Cash Collateral Access ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, authorized Prize Management, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor requires the use of cash collateral to make payment of ordinary operating expenses. A review of the North Carolina Secretary of State's UCC filings reveals this statement which might perfect a lien on cash collateral: a. File # 20180107660B recorded October 19, 2018, in favor of First Bank, 355 N. Bilhen Street, Troy, NC 27371. The Debtor believes that First Bank is significantly over-secured. As adequate protection, the Potential Secured Creditors are granted a post-petition lien on the Debtor's assets including cash and inventory 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. An interim hearing on the matter is set for October 18, 2023 at 1:30 p.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=eovMhN from PacerMonitor.com. The Debtor projects $31,578 in income and $26,858 in total expenses. About Prize Management, LLC Prize Management, LLC is a sand and gravel mining company which operates on the land owned by Sand Ridge Development Assn., Inc. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 23-02681) on September 14, 2023. In the petition signed by Alton Williams, Jr., president, the Debtor disclosed up to $10 million in assets and up to $50 million in liabilities. Judge Pamela W. McAffee oversees the case. William P. Janvier, Esq., at Stevens Martin Vaugh & Tadych, PLLC, represents the Debtor as legal counsel. PROJECT BOOST: S&P Affirms 'B-' ICR, Outlook Stable --------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Project Boost Purchaser LLC (doing business as J.D. Power), a provider of auto industry data, analytics and benchmarks. The outlook is stable. Additionally, S&P affirmed its 'B-' issue-level rating and '3' recovery rating on the company's first-lien credit facility. S&P said, "The stable outlook reflects our expectation that steady organic growth and contributions from Autovista will allow J.D. Power to support its increased debt burden such that S&P Global Ratings-adjusted leverage declines to about 14x in 2024 and 2025, from 15x at transaction close. Excluding the preferred shares, we expect leverage will decline to the high-7x area in 2024 and to the low-7x area in 2025 from 8.7x at transaction close. "The transaction is modestly leveraging, resulting in slower credit metrics improvement than we expected under our prior forecast. Following the transaction, S&P Global Ratings-adjusted pro forma gross leverage excluding preferred shares will increase modestly to 8.7x from 8.3x. While the acquisition's purchase price is sizeable, we view positively the use of cash and payment in kind (PIK) preferred equity to help fund the acquisition. Autovista's largely fixed subscription-based revenue model, diverse customer base, and stable EBITDA margins support our expectations that its free operating cash flow (FOCF) contributions will exceed the associated incremental debt service costs. Under our updated base-case forecast, we expect leverage will decline to the high-7x area excluding preferred shares through 2024, and to the low-7x area in 2025 as Autovista contributions and modest cost synergies are realized. These credit metrics are modestly higher than our prior expectations from July 2023, where we expected leverage excluding the preferred shares to decline to the low-7x area in 2024. "Nevertheless, we do not expect the company will sustain lower leverage levels longer term given its financial policy track record of debt-funded acquisitions, and the strong pipeline of high-priced acquisition targets that compete in complementary European geographies with adjacent data sets that we believe the company is likely to pursue." The acquisition enhances J.D. Powers' data analytics platform and improves its geographical and customer diversity. S&P views favorably the acquisition, which grows J.D. Powers' more profitable and recurring data and analytics segment while also diversifying its geographic and customer exposures. For example, following the acquisition, the company's international revenues will increase to about 22% from about 6% and the share of total revenues earned from its top 10 customers will decline to about 33% from about 38%. Furthermore, the acquisition strengthens the company's value proposition with its original equipment manufacturer (OEM) clients because it allows the company to cross-sell and extend international valuation, specification, and repair data. While J.D. Power generally has a good track record of integrating acquired companies without compromising its profitability, execution and integration risks are inherent to large scale mergers and acquisitions (M&A). These include risks associated with operating in new geographical and regulatory environments, and of shifting customer demand that could impact the company's cross-sell and service extension growth targets. Still, the expansion into Europe and diversification of the customer base will lessen the impact of a single customer loss, which S&P factored into its more favorable business risk assessment. The company's fully unhedged floating interest rate exposure limits room for operational missteps. We forecast J.D. Power's cash interest expense will increase by over $70 million in 2023, with an additional increase in 2024 due to the incremental debt issuance, limiting improvement in FOCF. While S&P forecasts base interest rates will steadily decrease in 2024 and 2025, the company's fully unhedged floating rate exposure renders it susceptible to the path of monetary policy decisions. A prolonged period of high interest rates could impact the company's ability to generate reported FOCF, which under its updated base-case forecast is about $70 million in 2024 and $100 million in 2025. S&P said, "The stable outlook reflects our expectation that steady organic growth and contributions from Autovista will allow J.D. Power to support its increased debt burden such that S&P Global Ratings-adjusted leverage declines to about 14x in 2024 and 2025 from 15x at transaction close. Excluding the preferred shares, we expect leverage will decline to the high-7x area in 2024 and to the low-7x area in 2025 from 8.7x at transaction close. Governance factors are a moderately negative consideration for the company as it is for most rated entities owned by private-equity sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of the controlling owners. It also reflects private-equity sponsors' generally finite holding periods and focus on maximizing shareholder returns. PROSPERITAS LEADERSHIP: Unsecureds to Get $4,500 in Consensual Plan ------------------------------------------------------------------- Prosperitas Leadership Academy, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated September 19, 2023. The Debtor is a Florida not for profit corporation organized by Articles of Incorporation filed with the Florida Secretary of State on July 25, 2007, with an effective date of July 24, 2007. The Debtor is a charter school providing an alternative high school education to students between the ages of 16 and 22 who have dropped out of or at risk of dropping out of a traditional high school. The school provides students with a comprehensive education in life skills, work training, and employment. The school served an average of 200 students during the fiscal year ended June 30, 2022. Class 6 consists of the Allowed Unsecured Claims against the Debtor. This Class is Impaired. * Consensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of $4,500.00. Payments will be made in equal quarterly payments of $375.00. Payments shall commence on the fifteenth day of the month, on the first month that begins more than fourteen days after the Effective Date and shall continue quarterly for eleven additional quarters. Pursuant to Section 1191 of the Bankruptcy Code, the value to be distributed to unsecured creditors is greater than the Debtor's projected disposable income to be received in the 3-year period beginning on the date that the first payment is due under the plan. Holders of class 6 claims shall be paid directly by the Debtor. * Nonconsensual Plan Treatment: The liquidation value or amount that unsecured creditors would receive in a hypothetical chapter 7 case is approximately $0.00. Accordingly, the Debtor proposes to pay unsecured creditors a pro rata portion of its Projected Disposable Income. If the Debtor remains in possession, plan payments shall include the Subchapter V Trustee's administrative fee which will be billed hourly at the Subchapter V Trustee's then current allowable blended rate. Plan Payments shall commence on the fifteenth day of the month, on the first month that is ninety days after the Effective Date and shall continue quarterly for eleven additional quarters. The initial estimated quarterly payment shall be $0.00; however, the Debtor may have disposable income during the life of the Plan depending on future business. Holders of class 6 claims shall be paid directly by the Debtor. The Plan contemplates that the Reorganized Debtor will continue to operate the Debtor's business. Except as explicitly set forth in this Plan, all cash in excess of operating expenses generated from operation until the Effective Date will be used for Plan Payments or Plan implementation, cash on hand as of Confirmation shall be available for Administrative Expenses. A full-text copy of the Plan of Reorganization dated September 19, 2023 is available at https://urlcurt.com/u?l=KZmkcH from PacerMonitor.com at no charge. Counsel for Debtor: Jeffrey S. Ainsworth, Esq. Jacob D. Flentke, Esq. BransonLaw, PLLC 1501 E. Concord St. Orlando, FL 32803 Telephone: (407) 894-6834 Facsimile: (407) 894-8559 Email: jeff@bransonlaw.com jacob@bransonlaw.com About Prosperitas Leadership Academy Prosperitas Leadership Academy, Inc., is a public charter school for residents of Orange County, California. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02443) on June 21, 2023. In the petition signed by Michael Spence, Board president, the Debtor disclosed $2,009,763 in assets and $2,533,820 in liabilities. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's legal counsel. QUICK TUBE: Wins Cash Collateral Access --------------------------------------- Quick Tube Systems, Inc. sought and obtained entry of an order from the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to use cash collateral on an interim basis in accordance with the budget, through September 28, 2023. The Debtor depends on the use of cash collateral for payroll and general operating expenses. A search in the Texas Secretary of State shows that allegedly secured positions are held by Bancorpsouth (orig UCC Filing 17-0019592357 and continuation to UCC Filing 22- 00012301), Bancorpsouth (UCC Filing 19-0019953865) and Bancorpsouth (UCC Filing 21- 0054746089). Bancorpsouth Bank is now known as Cadence Bank. The second-position UCC lien is only a lien on equipment. As adequate protection for the use of cash collateral, the parties that assert an interest in the cash collateral, are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. The holders of allowed secured claims with a perfected security interest in cash collateral, will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=TC18Qn from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=ag9xru from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=8FrYwc from PacerMonitor.com. The Debtor projects $555,541 in cash receipts and $498,794 in cash disbursements for 30 days. About Quick Tube Systems, Inc. Quick Tube Systems, Inc. is a provider of physical security, electronic security, customized drive-up service, and delivery systems. Its products include pneumatic delivery systems, indoor & outdoor kiosks, deal drawers & drive through windows, electronic & mechanical locks, security storage, cash management security, video surveillance, security entrance control & access control, alarm panels & alarm monitoring, biometric access control, intercom audio & video systems, and directional LED signs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33570) on September 15, 2023. In the petition signed by Ray Epps, CEO, the Debtor disclosed $2,395,188 in assets and $3,383,980 in liabilities. Judge Jeffrey P Norman oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. R L BURNS: Court OKs Cash Collateral Access Thru Nov 7 ------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, authorized R L Burns, Inc. to use cash collateral on an interim basis through November 7, 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) current and necessary expenses set forth in the; and (c) additional amounts as may be expressly approved in writing by Creditor within 48 hours of the Debtor's request. Atlantic Specialty has a priority interest in the contract balances arising from any Project and/or Contract for which it issued a performance and payment bond. Atlantic Specialty has a priority interest in any property and/or casualty insurance proceeds arising from any Project and/or Contract for which it issued a performance and payment bond. As adequate protection, the Secured Creditor and the Inferior Interests will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the pre-petition lien, without the need to file or execute any documents as may otherwise be required under applicable non-bankruptcy law. The Debtor will maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the SBA, Truist, and Guarantee. A continued hearing on the matter is set for November 7 at 10:30 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=FWHjxB from PacerMonitor.com. The Debtor projects total operating expenses, on a monthly basis, as follows: $79,180 for September 2023; $79,180 for October 2023; and $79,180 for November 2023. About R L Burns, Inc. R L Burns, Inc. is a full-service general contractor headquartered in Downtown Orlando that has provided quality construction solutions in the greater Central Florida area for more than 29 years. Its project history includes a wide variety of construction projects, including community centers, parks, medical facilities, education facilities, office buildings, and transportation facilities. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-02186) on June 2, 2023. In the petition signed by CEO Robert L. Burns Sr., the Debtor disclosed $751,416 in assets and $3,997,262 in liabilities. Judge Grace E. Robson oversees the case. Jeffrey S. Ainsworth, Esq., at Bransonlaw, PLLC, represents the Debtor as legal counsel. RANGE RESOURCES: Egan-Jones Retains BB Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on September 21, 2023, maintained its 'BB' foreign currency and local currency senior unsecured ratings on debt issued by Range Resources Corporation. Headquartered in Fort Worth, Texas, Range Resources Corporation is an independent oil and gas company that explores, develops, and acquires oil and gas properties. RED INTERMEDIATECO: S&P Alters Outlook to Stable, Affirms 'B-' ICR ------------------------------------------------------------------ S&P Global Ratings revised its outlook to stable from negative and affirmed its 'B-' issuer credit rating on Red IntermediateCo LLC (dba Virgin Pulse). The stable outlook reflects Virgin Pulse's better recent performance and S&P's expectations that it will continue to expand scale and EBITDA margins and generate positive FOCF. Revenue growth remains resilient in a softer macroeconomic environment. Despite a broader slowdown in enterprise information technology spending, sales at Virgin Pulse have indicated only limited macroeconomic impact thus far. S&P believes this is a function of the company's largely blue-chip customer base. Revenue growth continues to meet or exceed expectations, near 9% in the first half of 2023 from the first half of 2022 and driven by 14% year-over-year momentum in the digital subscription segment. Bookings modestly decreased 18% over the period, however, as certain larger deals were pushed into July, but the company closed $8.9M in bookings in the month of July and including these, bookings growth represented 16% YTD. With Virgin Pulse ahead of budget so far in the third quarter, for the full year we expect nearly 10% in revenue growth as the company further ramps up its digital subscription businesses, and its more nascent activation and navigation capabilities. Profitability has rebounded following actioned synergies associated with the Welltok acquisition. As of March 2023, Virgin Pulse has fully actioned its previously identified cost synergies, slightly exceeding its $57 million target. Cost savings include Welltok headcount synergies, offshoring and performance initiatives across the organization, and efficiency improvements within its client delivery services. Furthermore, given uncertainty surrounding macroeconomic conditions in the latter half of 2023, Virgin Pulse has communicated its commitment to preserve profitability, implementing stricter controls on spending and staffing. This has further expanded margins. Accordingly, EBITDA margins in the first half of 2023 increased to about 20%, up 18% from the prior year. S&P expects Virgin Pulse to maintain similar margins for the remainder of the year and in the low-20% area for fiscal 2023. The stable outlook reflects Virgin Pulse's greatly improved S&P Global Ratings-adjusted EBITDA margins in the low-20% area, which should enable continued revenue growth and positive FOCF. While not expected over the next 12 months, S&P could lower the rating if: -- Virgin Pulse's daily average product usage rates decline substantially, whereby customers no longer realize the value proposition, leading to material revenue attrition and significantly weakening FOCF and overall liquidity; or -- It pays additional debt-funded dividends or acquisitions materially raise cash interest expense well over any acquired cash flow. S&P could raise the rating if: -- Leverage improves to below 7x; and -- FOCF to debt remains in the mid-single-digit percent area. RETAILING ENTERPRISES: Unsecureds Will Get 8.2% of Claims in Plan ----------------------------------------------------------------- Retailing Enterprises, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement describing Plan of Reorganization dated September 21, 2023. The Debtor is an official reseller and distributor of Invicta watches online and in 18 physical retail locations across the United States with its main business premises located at 405 SW 148th Avenue, Suite 1, Davie, Florida 33325. The main causes of the filing of this chapter 11 case were primarily the disputes with various landlords, including but not limited to Vornado Realty Trust ("Vorando") and Simon Property Group ("Simon Properties"), as well as the need to restructure certain of Debtor's long term liabilities, and not due to a lack of sales. Debtor filed this Chapter 11 case to stabilize its operations, reorganize its debts, and attempt to resolve ongoing disputes with several of its landlords. Debtor believes that there is minimal risk to creditors as to the completion of the Plan. All payments as provided for in the Plan shall be paid by Debtor's Cash on hand and/or future net revenue from the continued operation of Debtor's business. Class 14 consists of the Allowed Claims of the general unsecured creditors. Debtor estimates the aggregate amount of Class 14 General Unsecured Claims (which does not include the Class 12 claim of Invicta nor the claim of Mr. Krantzberg, as addressed in Class 15) totals approximately $18,185,858.84. If the Debtor's Plan is confirmed, Invicta's Allowed Claim will be paid zero and Mr. Krantzberg will waive his general unsecured claim against the Estate, which will maximize the distribution to all remaining holders of Allowed General Unsecured Claims. The Debtor estimates the elimination of Invicta's Allowed Claim in this Class will more than double the distributions to be paid to the remaining holders of Allowed General Unsecured Claims. Except to the extent that the holder of an Allowed General Unsecured Claim has been paid before the Effective Date, or agrees to a different treatment, each holder of an Allowed General Unsecured Claim against the Debtor shall share in a total distribution of the amount of $1,500,000.00, which equals approximately 8.2% of claims, pro rata according to the following schedule: Commencing on the first of the month following the Effective Date, $37,500.00 per quarter for 4 quarters; $162,500.00 per quarter for the following 4 quarters; and $175,000 per quarter for the following 4 quarters. Debtor may prepay any or all of the distributions described herein with no prepayment penalty. The pro rata distribution to the holders of Allowed General Unsecured Claims shall be in full satisfaction, settlement, release, and discharge of their respective Allowed General Unsecured Claims. This Class is impaired, and holders of Allowed Claims in this Class are entitled to vote to accept or reject the Plan. Class 15 consists of the Allowed Equity Interests in the Debtor. Mr. Krantzberg is the Debtor's manager, president, and 100% interest holder. Mr. Krantzberg will retain his 100% equity interest in the Debtor/Reorganized Debtor by contributing new value in the approximate amount of $6,442,961.97, in the form of (a) a waiver of Mr. Krantzberg's general unsecured claim of $786,661.67 against the estate; (b) a waiver of Mr. Krantzberg's administrative claim in the approximate amount of $500,000.00 against the estate; (c) a waiver of $239,500.00 which is owed by the Debtor to Mr. Krantzberg's wholly-owned company, 405 Southwest Real Estate Company, LLC; (d) a personal guaranty securing rent and taxes at 1535 Broadway in the approximate amount of $4,000,000.00 and (e) $916,800.00 in cash as a capital infusion to the Reorganized Debtor, payable in 12 equal monthly payments commencing on the 1st of the month after the Effective Date. A full-text copy of the Disclosure Statement dated September 21, 2023 is available at https://urlcurt.com/u?l=p46K5F from PacerMonitor.com at no charge. Attorneys for the Debtor: Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, FL 33431 Tel: 901-525-1322 Fax: 901-525-2389 Email: awernick@wernicklaw.com About Retailing Enterprises Retailing Enterprises, LLC is an official reseller and distributor of Invicta watches online and in 18 physical retail locations across the United States with its main business premises located at 405 SW 148th Avenue, Suite 1, Davie, Florida 33325. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14169) on May 30, 2023. In the petition signed by Mauricio Krantzberg, president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Scott M. Grossman oversees the case. Aaron A. Wernick, Esq., at Wernick Law, PLLC, represents the Debtor as legal counsel. RITE AID: Egan-Jones Retains CCC- Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Rite Aid Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation operates a retail drugstore chain in various states and the District of Columbia. ROBBIN'S NEST: Court Orders Amendments to Disc. Statement --------------------------------------------------------- Judge Jeffrey Norman has entered an order denying approval of Robbin's Nest for Children LLC's Disclosure Statement for failure to provide adequate information. The Debtor must file an Amended Disclosure Statement by September 27, 2023, or the Court will sua sponte dismiss or convert this case. As required by this Court's order entered on August 31, 2023, debtor filed a second disclosure statement on September 8, 2023. The disclosure statement fails to address the requirements of the Bankruptcy Code as it lacks any financial history of the debtor during the Chapter 11 case. The liquidation analysis is still troubling. First it nets all secured claims against all assets without realizing that all the secured claims may not attach to all the assets. The real estate claims are separate from any personal property claims, and the SBA claim is listed here as a lien on real property. Second, it reduces the value of the real estate from the original schedules. The real property located at 715 Elm Street is listed at a value of $750,000.00 in the schedules, but the liquidation analysis reduces it to $461,080.00 without comment other than this is the appraised tax value. However, the tax value is actually $487,744.004 not the amount that is listed in the Liquidation Analysis. If the SBA does not have a claim secured against the real estate, but is in reality an unsecured claimant, then there is equity in the real property of about $11,000.00 and the liquidation analysis is faulty, and the plan does not work. About Robbin's Nest for Children Robbin's Nest for Children, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Texas Case No. 23-30735) on March 3, 2023, with as much as $1 million in both assets and liabilities. Judge Jeffrey P. Norman oversees the case. The Debtor tapped Margaret M. McClure, Esq., as legal counsel and Karyn Andersen of Total Sum, LLC as bookkeeper. ROCK RIDGE: Sets Nov. 2 Plan Confirmation Hearing ------------------------------------------------- Judge Joseph N. Callaway has entered an order conditionally approving the Disclosure Statement of Rock Ridge Farms Partnership. The hearing on confirmation of the Plan is scheduled on Thursday, Nov. 2, 2023, at 10:00 AM, in Randy D. Doub United States Courthouse, 2nd Floor Courtroom, 150 Reade Circle, Greenville, NC 27858. Oct. 26, 2023, is fixed as the last day for filing and serving in accordance with Rule 3017(a), Federal Rules of Bankruptcy Procedure, written objections to the Disclosure Statement. Oct. 26, 2023, is fixed as the last day for filing written acceptances or rejections of the Plan. Oct. 26, 2023, is fixed as the last day for filing and serving written objections to confirmation of the Plan. On or before Sept. 22, 2023, the plan proponent must transmit the disclosure statement and the creditors, equity security holders, Bankruptcy Administrator and other parties in interest. A certificate of service must be filed with the court on or before Sept. 27, 2023 evidencing service. About Rock Ridge Farms Partnership Rock Ridge Farms Partnership is in the business of farming sweet potatoes, soybeans, corn, and peanuts in and around Wilson County, N.C. Rock Ridge Farms sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-00291) on Feb. 2, 2023, with up to $10 million in both assets and liabilities. Robert C. Boyette, partner at Rock Ridge Farms, signed the petition. Judge Joseph N. Callaway oversees the case. David F. Mills, Esq., at Narron Wenzel, P.A., is the Debtor's legal counsel. SCRANTON-LACKAWANNA Health: S&P Withdraws 'CCC-' Bonds Rating ------------------------------------------------------------- S&P Global Ratings withdrew its 'CCC-' long-term rating on the Scranton-Lackawanna Health & Welfare Authority (Scranton Parking System Concession Project), Pa.'s series 2016A and 2016B senior parking revenue current interest bonds, and series 2016C senior parking capital appreciation bonds at the issuer's request. The rating was on CreditWatch negative at the time of the withdrawal. SDS COLCON: Involuntary Chapter 11 Case Summary ----------------------------------------------- Alleged Debtor: SDS Colcon LLC 132 Remsen Street Brooklyn, NY 11201 Involuntary Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43469 Judge: Hon. Nancy Hershey Lord Petitioners' Counsel: Howard P. Magaliff, Esq. R3M LAW, LLP 335 Madison Avenue, 9th Floor New York, NY 10017 Tel: 646-453-7851 Email: hmagaliff@r3mlaw.com A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TGV34QA/SDS_Colcon_LLC__nyebke-23-43469__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount William Wexler, Esq. Legal Services $4,329 395 East 4th Street, Suite 1 Brooklyn, NY 11218 Philip Herr, CPA Accounting Services $1,500 1 Bergen Street, Apt. 517 Harrison, NJ 07029 Schippers Jay M Realty Loan Secured By Lien $195,000 10 Pierrepont Street Brooklyn, NY 11201 Townsend Ventures LLC Debt Receivable $5,795,788 1336 Bolton Road Pelham, NY 10803 SEAICH CARD: Trustee Hires McKay Burton & Thurman as Counsel ------------------------------------------------------------ D. Ray Strong, Subchapter V trustee of Seaich Card & Souvenir Corporation, received approval from the U.S. Bankruptcy Court for the District of Utah to employ McKay, Burton & Thurman, P.C. as his attorney. The firm will assist the trustee in light of the court's order granting United States Trustee's motion to remove debtor in possession and to expand the Subchapter V Trustee’s duties. The range of current hourly billing rates for professionals anticipated to perform the majority of services on behalf of Trustee is $260 to $395. McKay Burton will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Rose, Esq., a partner at McKay Burton, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McKay Burton can be reached at: Mark C. Rose, Esq. McKAY BURTON & THURMAN 15 West South Temple, Suite 1000 Salt Lake City, UT 84101 Tel: (801) 521-4135 Fax: (801) 521-4252 E-mail: mrose@mbt-law.com markcroselegal@gmail.com About Seaich Card & Souvenir Seaich Card & Souvenir Corporation -- https://seaich.com/ -- doing business as Seaich Corporation, is a privately held company in the wholesale trade business. Seaich Card & Souvenir Corporation filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 22-23909) on Oct. 4, 2022. In the petition filed by Uriah Kennedy, as president, the Debtor reported assets between $10 million and $50 million and liabilities between $1 million and $10 million. D. Ray Strong has been appointed as Subchapter V trustee. The Debtor tapped Cohne Kinghorn, led by is represented by Matthew M. Boley, as counsel; and Rocky Mountain Advisory, LLC, as financial advisor and accountant. SECURED COMMUNICATIONS: Wins Cash Access, $550,000 DIP Loan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Secured Communications, Inc. to use cash collateral and obtain postpetition financing, on an interim basis. The Debtor obtained post-petition financing, consisting of senior secured superpriority, multi-draw term loans in the aggregate maximum interim amount of $100,000 and the aggregate maximum final amount of $550,000, from: -- Norman Willox, -- John P. Benson, and -- Peter Ernaut The Debtor will use the money to: (i) pay certain costs, fees and expenses related to the Chapter 11 Case as provided for in the DIP Orders; (ii) subject to the entry of a Final Order, roll up and convert up to $348,924 of the Prepetition Secured Loan Obligations into DIP Loans; and (iii) provide working capital and for other general corporate purposes. The Debtor is authorized to execute and deliver the DIP Loan Documents and borrow money under the DIP Loans, on an interim basis, up to an aggregate principal amount not to exceed $377,325, including the $283,100 authorized on an interim basis under the First Interim Order and Second Interim Order; provided that, pending and subject to entry of the Final Order, for each $1 drawn by the Debtor under the DIP Loans, $1 of the Prepetition Secured Loans shall convert or "roll up" into DIP Obligations. As of the Petition Date, the Debtor was indebted to the Prepetition Lenders as follows: (a) The Debtor was indebted to Mr. Willox under a multi-draw Secured Promissory Note, dated as of May 16, 2023, with a maximum original principal amount of up to $150,000, executed by the Debtor in favor of Mr. Willox, as amended by a First Amendment to Secured Promissory Note dated as of July 5, 2023; (b) The Debtor was indebted to Mr. Benson under a multi-draw Secured Promissory Note, dated as of May 16, 2023, with a maximum original principal amount of up to $150,000, executed by the Debtor in favor of Mr. Benson, as amended by a First Amendment to Secured Promissory Note dated as of July 5, 2023; and (c) The Debtor was indebted to Mr. Ernaut under a multi-draw Secured Promissory Note dated as of July 5, 2023, with a maximum original principal amount of up to $50,000, executed by the Debtor in favor of Mr. Ernaut. Subject to entry of the Final Order, all of the outstanding Prepetition Secured Loans will be converted into DIP Obligations; provided that, pending entry of the Final Order, for each $1 drawn by the Debtor under the DIP Loans, $1 of the Prepetition Secured Loans will convert or "roll up" into DIP Obligations. The Prepetition Secured Loans utilized as of the Petition Date and the amount in the Budget amount under the DIP Loans will be used for operating expenses. As adequate protection for the use of cash collateral, the Prepetition Lenders are granted a valid, binding, continuing, enforceable, fully perfected replacement (and if applicable, new) security interest in and lien on the DIP Collateral. The Prepetition Lenders are also granted allowed administrative expense claim against the Debtor on a joint and several basis with priority over all other administrative claims in the Chapter 11 Case, subject only to the Carve Out. The Adequate Protection Claims are junior to the DIP Superpriority Claims. The events that constitute an "Event of Default" include: (i) The Debtor's failure to comply with any material provision of the Interim Order (except where the failure would not materially and adversely affect the DIP Lenders); (ii) Any order authorizing the Borrower to obtain the DIP Loan, whether on an interim or final basis, is reversed, vacated, stayed, amended, supplemented, or otherwise modified in a manner which materially and adversely affects the rights of the DIP Lenders; (iii) Failure of any representation or warranty of the Borrower contained in any DIP Loan Document to be true and correct in all material respects when made; (iv) Failure to comply with the Budget; and (v) The DIP Lenders will cease to have a valid and perfected first-priority security interest in and lien on any DIP Collateral (other than upon a release by reason of a transaction that is permitted by the DIP Lenders). The Carve-Out means: (i) Statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C. section 1930(a)(6); (ii) Fees payable to the Clerk of the Court; (iii) Subject to the terms and conditions of the Interim DIP Order and the Budget, the unpaid outstanding reasonable fees and expenses actually incurred on or after the Petition Date, provided for in the Budget and approved and allowed by a Bankruptcy Court order pursuant to 11 U.S.C. sections 326, 328, 330 or 331 by attorneys, accountants and other professionals retained by the Debtor and the subchapter 5 trustee under 11 U.S.C. sections 327 or 1103(a), regardless of when such Bankruptcy approval is given; and (iv) the fees and expenses payable to the subchapter V trustee. A final hearing on the matter is set for October 17 at 1 p.m. A copy of the order is available at https://urlcurt.com/u?l=m9dV3j from PacerMonitor.com. About Secured Communications, Inc. Secured Communications, Inc. is a global technology company specializing in safeguarding communications. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11043) on August 1, 2023. In the petition signed by Damien Fortune, chief financial officer and chief operating officer, the Debtor disclosed $819,354 in assets and $2,794,128 in liabilities. Judge Thomas M. Horan oversees the case. William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP, represents the Debtor as legal counsel. SENSATA TECHNOLOGIES: Egan-Jones Retains BB- Sr. Unsecured Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company on September 19, 2023, maintained its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Sensata Technologies Holding N.V. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Attleboro, Massachusetts, Sensata Technologies Holding N.V. develops, manufactures, and sells sensors and controls. SIGNIA LTD: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Signia, Ltd. d/b/a Public Interest Communications, a division of Signia 6521 W. 91st Avenue Westminster, CO 80031 Business Description: SIGNIA offers contact center and non-profit & fundraising services. SIGNIA provides the full spectrum of customer service and care from order and payment processing to customer inquiries and timely follow-up to Tier 1 support. Chapter 11 Petition Date: September 27, 2023 Court: United States Bankruptcy Court District of Colorado Case No.: 23-14384 Debtor's Counsel: David V. Wadsworth, Esq. WADSWORTH GARBER WARNER CONRARDY, P.C. 2580 West Main Street Suite 200 Littleton, CO 80120 Tel: 303-296-1999 Email: dwadsworth@wgwc-law.com Total Assets: $438,715 Total Liabilities: $5,519,158 The petition was signed by Jeffrey Fell as CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CQTSU6Y/Signia_Ltd__cobke-23-14384__0003.0.pdf?mcid=tGE4TAMA A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CKINMJY/Signia_Ltd__cobke-23-14384__0001.0.pdf?mcid=tGE4TAMA SITIO ROYALTIES: S&P Assigns 'B' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Denver-based oil and gas mineral and royalty interest company Sitio Royalties Corp. S&P said, "At the same time, we assigned our 'B' issue-level and '3' recovery rating to the company's proposed $500 million senior unsecured notes (co-issued by wholly owned subsidiaries Sitio Royalties Operating Partnership L.P. and Sitio Finance Corp.). The '3' recovery rating indicates our expectation for meaningful (50%-70%; rounded estimate: 55%) recovery to creditors in the event of a payment default. "The stable outlook reflects our view that the production underlying Sitio's royalty acreage will remain essentially flat over the next two years, and that the company will maintain financial policies that support funds from operations (FFO) to debt of around 40% and positive discretionary cash flow. "Our 'B' issuer credit rating reflects Sitio Royalties Corp.'s small scale, lack of operational control of its assets, and relatively low return on capital, offset by broad operator diversification, good product diversification, and strong per-unit cash flow generation. Sitio is an oil and gas mineral and royalty interest company with over 275,000 net royalty acres (NRAs), primarily in the Permian Basin. Although its net proved reserves and production put it at the low end of our rated exploration and production (E&P) universe, the company has broad operator diversification with over 240 operators, and a balanced mix of production between oil, natural gas, and natural gas liquids (NGLs). As a royalty interest company, it is not responsible for production costs or development capital, and thus its cash flows are much higher on per-unit basis relative to traditional oil and gas E&P peers. However, it has no operational control over the method or pace of development of its assets, and return on capital has been below that of traditional E&P peers in 2022 and 2023 due in part to significant acquisitions completed since the beginning of 2022. "We view Sitio's high exposure to the Permian Basin favorably, as it is one of the most economic basins in the onshore U.S. Driven by a high oil weighting, existing infrastructure and multiple productive formations, the Permian Basin is one of the most profitable areas to drill in the U.S., and as a result, the region accounts for about one half of all U.S. drilling rigs. About 72% of Sitio's NRAs and over three-quarters of its production are in the Permian, where the company owns minerals in both the Delaware (152,000 NRAs) and Midland (45,000 NRAs) Basins. Sitio owns minerals operated by every major and public independent E&P company in the region, including Chevron Corp., Exxon Mobil Corp., Occidental Petroleum, Diamondback Energy, and Pioneer Natural Resources, as well as many of the active private companies. Sitio estimates that there are about 385 net well locations, normalized to 5,000 ft laterals, yet to be drilled on its Permian acreage. We expect Sitio to focus its acquisition efforts entirely in the Permian over the next one to two years. Importantly, the company estimates there are over 10 million "acquirable" net royalty acres in the Permian that should keep its acquisition pipeline full." What is an oil and gas royalty company? Mineral and royalty interest owners such as Sitio generate revenue in two ways. First, from an upfront lease bonus they charge E&P companies in exchange for the right to explore for, drill, and develop the minerals underlying the acreage. Once production is achieved, the E&P company pays the mineral owner a royalty on the production. These royalties are based on a percentage (typically up to 25%) of production revenue, less a proportionate share of production and ad valorem taxes, and, in some cases, gathering, processing, and transportation costs. The royalty interest holder is not responsible for any operating or capital costs related to the drilling and maintenance of wells. It is also not subject to environmental liabilities on its acreage, as these are borne by the operator. When the E&P company stops drilling and producing, the lease terminates and the mineral owner may lease the remaining minerals to another entity. Royalty companies face different challenges than traditional E&P companies. Unlike traditional E&P companies, royalty companies like Sitio do not operate or control the drilling and production of hydrocarbon reserves. However, the exposure to commodity price risk is similar, given that the operators' decision to drill or complete a well will ultimately depend on commodity prices and expected returns. In addition, the company's growth is dependent on operators continuing to drill on their acreage and acquisitions of additional mineral interests, which are difficult to predict and can be time-consuming to execute. Importantly, Sitio (and its predecessor company) has executed on 192 acquisitions since its inception in late 2016, including four significant deals in 2022. S&P said, "Given its distinctive characteristics as a mineral and royalty interest company, we rate Sitio using our Principles of Credit Ratings criteria in conjunction with our Corporate Methodology criteria. Similar to our approach in assessing traditional E&P companies, we consider Sitio's size, scale, and diversity, along with the inherent volatility of crude oil and natural gas prices, as key determinants of its business risk profile. However, to assess Sitio's competitive position, we incorporate the following factors: the diversity and quality of operators on its acreage, the ongoing motivation for operators to drill on its acreage, and our assessment of the company's ability to continue to acquire mineral interests at favorable costs. "In addition, we determine Sitio's operating efficiency by considering its general and administrative costs relative to peers (both traditional E&P and royalty company peers). To determine competitive position, we give more weight to scale, scope, and diversity and competitive advantage as compared to a traditional E&P company to reflect the characteristics mentioned above. Lastly, to assess profitability, we look at Sitio's return on capital relative to peers. "Our rating also reflects the company's ownership by financial sponsors and our view that the risk of releveraging for acquisitions or shareholder distributions is high. Over 45% of Sitio's total shares are held by financial sponsors, including Kimmeridge Energy Management, Oaktree Capital Management, and Blackstone Inc. The company has committed to distributing 65% of its operating cash flow to shareholders as dividends, which is high relative to traditional E&P companies, but at the low end of the range relative to mineral and royalty peers. The high dividend payout limits the amount of excess cash available for debt repayment or future acquisitions. "The stable outlook reflects our expectation that the production underlying Sitio's royalty acreage will remain essentially flat to up slightly over the next two years, and the company will maintain financial policies that support positive discretionary cash flow. We expect FFO to debt to average around 40% with debt to EBITDA in the 1.5x-2.0x range in 2023 and 2024. We also expect the company to keep shareholder returns within free cash flows, resulting in discretionary cash flow (DCF) to debt in the 10%-15% range over the next two years. We expect the company to use its remaining DCF to pay down amounts outstanding on its reserve-based lending (RBL) credit facility. "We could lower our ratings if Sitio's FFO to debt fell below 30% for a sustained period, which would most likely occur if the company pursued a more aggressive financial policy than anticipated, such as executing large debt-financed acquisitions or debt-funded shareholder returns. We could also lower the ratings if liquidity meaningfully deteriorated. "We could raise our rating on Sitio if the production and reserves on its net royalty acreage meaningfully increased, while FFO to debt approached 60% and the company maintained adequate liquidity. We could also consider an upgrade if we no longer view the company as being controlled by a financial sponsor. "Environmental factors are a negative consideration in our rating analysis on Sitio Royalties Corp. because the oil and gas E&P industry is contending with the accelerating energy transition and adoption of renewable energy sources. We believe falling demand for fossil fuels will lead to declining profitability and returns for the industry as it fights to retain and regain investors that seek higher-return investments." Given that Sitio does not operate its production, it has no environmental liabilities (those lie with the operator), and no Scope 1 or Scope 2 emissions associated with producing assets (it has minimal Scope 2 emissions associated with powering its offices). Governance is a moderately negative consideration, as is the case for most rated entities owned by financial sponsors. S&P believes the company's highly leveraged financial risk profile points to corporate decision-making that prioritizes the interests of its controlling owners. This also reflects financial sponsors' generally finite holding periods and focus on maximizing shareholder returns. SPIRIT AIRLINES: Egan-Jones Retains CCC+ Senior Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on September 15, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Spirit Airlines, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Miramar, Florida, Spirit Airlines, Inc. owns and operates airlines. SPRING EDUCATION: S&P Rates New $85MM Sec. 1st-Lien Term Loan 'B-' ------------------------------------------------------------------ S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to Spring Education Group Inc.'s proposed $850 million senior secured first-lien term loan due in 2030 and $100 million revolving credit facility due 2028. The company plans to use the proceeds to repay its first-lien term loan due in 2025 ($611 million outstanding), second-lien term loan due in 2026 ($225 million outstanding), and cover transaction fees and expenses. Additionally, the new revolver reflects an upsized commitment to $100 million and an extended maturity to 2028(undrawn). Although the change in capital structure will result in a higher amount of first-lien debt and somewhat lower recovery prospects for first-lien debt holders, our recovery and issue-level ratings on the company's first-lien debt remains unchanged due to a revised company valuation at emergence to reflect recent acquisitions. S&P said, "Our 'B-' issuer credit rating and stable outlook on Spring are unchanged. We expect pro forma S&P Global Ratings-adjusted total leverage to be in the mid-7x area by fiscal 2024 end. While we believe this debt refinancing improves Spring's debt maturity profile, we expect its leverage to remain elevated, reflecting its financial sponsor's high tolerance for leverage and an aggressive growth strategy." ISSUE RATINGS – RECOVERY ANALYSIS S&P said, "We assigned our 'B-' issue-level rating and '3' recovery rating to the company's proposed $850 million senior secured first-lien term loan due in 2030 and $100 million revolving credit facility due 2028. The '3' recovery rating indicates our expectation of substantial (50%-70%; rounded estimate: 50%) recovery in the event of a default. "Our simulated default in 2025 contemplates potential student attrition and pricing pressures due to an economic downturn in the U.S., operational missteps, or poorly timed opening of new schools. "Spring's pro forma capital structure reflects the first-lien senior secured credit facilities (including revolving credit facility and secured first lien term loan) and paid-in-kind (PIK) notes at the Holdco level. We believe substantially all of the company's assets would form collateral for the secured credit facilities. "We believe Spring would reorganize in the event of a payment default, given its local brand recognition, position as the largest pure-play, private pre-K though grade 12 education platform in the U.S., and history of good academic outcomes. "We use a 5.5x EBITDA multiple to value the company in a distress scenario, similar to our recovery multiple for several peers in the early childcare market." Simulated default assumptions: -- Year of default: 2025 -- Legal jurisdiction: U.S. -- EBITDA at emergence: About $96 million -- Distressed EBITDA multiple: 5.5x -- $100 million revolving credit facility: 85% drawn at default Simplified waterfall: -- Gross enterprise value (EV): About $530 million -- Net EV (after 5% bankruptcy administrative costs and priority claims): About $504 million -- Senior secured first-lien secured debt claim: About $959 million --Recovery expectation: 50%-70% (rounded estimate: 50%) Note: Debt amounts include six months of prepetition interest. SPRINGFIELD MEDICAL: Hires Berger Fischoff as Legal Counsel ----------------------------------------------------------- Springfield Medical Aesthetic PC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Berger, Fischoff, Shumer, Wexler & Goodman, LLP as its attorney. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued management of its business and property; b. representing the Debtor at court hearings on matters pertaining to its affairs; c. assisting the Debtor in the preparation and negotiation of a plan of reorganization with its creditors; d. preparing legal papers; and e. providing other legal services necessary to administer the Debtor's Chapter 11 case. The firm's hourly rates are as follows: Partners $550 to $635 per hour Associates $400 to $500 per hour Paralegals $185 per hour Berger Fischoff will be paid a retainer of $17,000, plus $1,738 for the filing fee. Heath S. Berger, Esq., a partner at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Heath S. Berger, Esq. BERGER FISCHOFF SHUMER WEXLER & GOODMAN LLP 6901 Jericho Turnpike #230 Syosset, NY 1179 Phone: (800) 806-1136 Email: hberger@bfslawfirm.com About Springfield Medical Aesthetic P.C. Springfield Medical Aesthetic P.C. operates a general medical and surgical hospital. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 23-73221) on August 31, 2023. In the petition signed by Emmanuel O. Asare, president, the Debtor disclosed $13,448 in total assets and $1,421,650 in total liabilities. Judge Robert E. Grossman oversees the case. Heath S. Berger, Esq., at Berger, Fischoff, Shumer, Wexler & Goodman, LLP, represents the Debtor as legal counsel. SSG LLC: Seeks Approval to Hire Jones & Walden as Legal Counsel --------------------------------------------------------------- SSG, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC as its legal counsel. The firm's services include: (a) preparing pleadings and applications; (b) conducting examination; (c) advising the Debtor of its rights, duties and obligations; (d) consulting with and representing the Debtor with respect to a Chapter 11 plan; (e) performing legal services incidental and necessary to the day-to-day operations of the Debtor's business; and (f) taking all other actions incident to the proper preservation and administration of the Debtor's estate and business. The firm will be paid at these rates: Attorneys $250 - $425 per hour Paralegals $110 - $200 per hour Leslie Pineyro, Esq., a partner at Jones & Walden, disclosed in a court filing that the firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leslie M. Pineyro, Esq. JONES & WALDEN LLC 699 Piedmont Ave. NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: lpineyro@joneswalden.com About SSG, LLC SSG, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-58340) on August 30, 2023, listing $1,000,001 - $10 million in both assets and liabilities. The petition was signed by Brian Ramsey, member. Leslie Pineyro, Esq. at Jones & Walden, LLC represents the Debtor as counsel. STANADYNE LLC: Unsecureds Will Get Up to 10.6% in Committee's Plan ------------------------------------------------------------------ The Official Committee of Unsecured Creditors filed a Combined Disclosure Statement and Plan of Liquidation for Debtor Stanadyne LLC, et al. dated September 25, 2023. The Debtors are four related entities, two of which (Stanadyne LLC and PPT) had operations as of the Petition Date, and two (Stanadyne PPT Holdings, Inc. and Stanadyne PPT Group Holdings, Inc.) were solely holding companies that did not have any operations. On April 27, 2023 the Debtors filed a Motion for entry of an order scheduling a hearing on the approval of the sale of all or substantially all of the Debtors' assets. On May 8, 2023, the Debtors (other than Stanadyne PPT Group Holdings, Inc.) and the Prepetition Secured Lenders entered into a proposed asset purchase agreement (the "Stalking Horse Bid"). As set forth in the Stalking Horse Bid, the Purchaser, an affiliate of the Prepetition Secured Lenders offered to purchase substantially all of the Debtors' assets, including the Debtors' equity in the Foreign Non-Debtor Affiliates, free and clear of all claims, liens and encumbrances pursuant to Section 363 of the Bankruptcy Code in exchange for (i) the assumption of certain liabilities; (ii) certain cash consideration to be satisfied (A) in part by way of a credit bid of a portion of the Debtors' obligations under the Financing Agreement and (B) the remainder by the Purchaser's assumption of the Restructured Indebtedness at the Closing; and (iii) the Cash Deficiency Amount if necessary to fund the Wind-Down Budget. While the Debtors marketed their assets, the Committee and Cerberus negotiated a term sheet for the resolution of certain issues related to, among other things, the sale of the Debtors' unencumbered assets, assumption of liabilities, and the estates' causes of action which were to be sold as part of the Stalking Horse Bid. The agreement reached among the Committee, Cerberus and the Purchaser was documented in the Term Sheet attached to and approved by the Sale Order on July 11, 2023. The Term Sheet provides that, among other things, the Purchaser will fund (or cause to be funded) a total of $4,000,000 comprising (i) a wind-down budget of $1,000,000, which amount is the amount of "Total Disbursements" in the Wind-Down Budget that was finalized pursuant to Section 4.24 of the Asset Purchase Agreement and funded at the Closing in accordance with the Asset Purchase Agreement, (ii) $375,000 to fund the operation of the Liquidating Trust, and (iii) $2,625,000 for Distribution to Holders of Convenience Class Claims and Allowed General Unsecured Claims (which, pursuant to the Term Sheet, does not include any distribution on account of the Cerberus Deficiency Claim). On July 11, 2023, the Bankruptcy Court entered the Sale Order approving the sale of substantially all of the Debtors’ assets to the Purchaser. On July 31, 2023, the Sale closed. As of the Closing Date, the Purchaser retained the right to designate certain Executory Contracts and Unexpired Leases for assumption, assignment, and sale post-Closing. Class 4 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim, which shall include the PBGC Claim, shall receive in full and final satisfaction, settlement, and release of and in exchange for such Allowed Class 4 Claim, a Pro Rata Distribution from the Initial Distribution Fund after payment in full of all Allowed Administrative Expenses, Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims, and Allowed Secured Claims, and after the Distribution to Allowed Convenience Class Claims. Following exhaustion of the Initial Distribution Fund, Holders of Allowed Class 4 Claims, shall receive their respective Pro Rata shares (taking into account only such remaining unpaid amounts following the exhaustion of the Initial Distribution Fund) of all subsequent Distributions made to holders of Allowed General Unsecured Claims from the Liquidating Trust. General Unsecured Claims (subject to opt-in or opt-out) approximately total $34.4 million to $23.6 million. Creditors will recover 0% to 10.6% of their claims. Class 5 consists of Convenience Class Claims. Convenience Class Claims are unsecured claims that have been asserted in an amount of $20,000 or less. Unless a Convenience Class Claim is the subject of an objection on the Effective Date or has been satisfied, it shall be deemed Allowed and not subject to objection, and the Holder of such Convenience Class Claim shall receive a Distribution of 10% of the amount of its Allowed Convenience Class Claim. Such Distribution will be made from the Initial Distribution Fund as soon after the Effective Date as is reasonably practicable but in no event prior to payment in full (or the establishment of reserves sufficient to allow payment in full) of all Allowed Administrative Expenses, Allowed Priority Tax Claims, Allowed Priority Non-Tax Claims, and Allowed Secured Claims. In the event that a Convenience Class Claim Holder has opted into Class 5 and an objection to the Claim is pending on the Effective Date, the Holder of such Claim shall receive a Distribution of 10% of the amount of its Allowed Convenience Claim from the Initial Distribution Fund as soon as reasonably practicable after the Claim is Allowed. On the Effective Date, all Interests shall be deemed canceled, extinguished and of no further force or effect, and the Holders of Interests shall not be entitled to receive or retain any property on account of such Interest. On the Effective Date the Debtors will be deemed to have transferred all of their remaining Assets (including Insider Avoidance Actions and Non-Go-Forward Creditor Commercial Tort Claims), other than Assets waived pursuant to the Term Sheet and Windsor Property to the Liquidating Trust for Distribution in accordance herewith. The Liquidating Trustee's duties shall commence as of the Effective Date. The Liquidating Trustee shall administer the Liquidating Trust and shall serve as a Representative of the Estates under section 1123(b) of the Bankruptcy Code for the purpose of enforcing or pursuing Causes of Action belonging to the Estates. A full-text copy of the Disclosure Statement dated September 25, 2023 is available at https://urlcurt.com/u?l=JZi0Rc from PacerMonitor.com at no charge. Counsel to the Official Committee of Unsecured Creditors: Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com - and - Adam C. Rogoff, Esq. Rose Hill Bagley, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 E-mail: arogoff@kramerlevin.com rbagley@kramerlevin.com About Stanadyne LLC Stanadyne LLC is a global automotive technology offering engine-based fuel and air management systems. Stanadyne is a developer and manufacturer of fuel pumps and fuel injectors for diesel and gasoline engines. Stanadyne and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-10207) on Feb. 16, 2023. In the petition signed by John Pinson, chief executive officer, the Debtor disclosed up to $500 million in both assets and liabilities. Judge John T. Dorsey oversees the case. The Debtor tapped Young Conaway Stargatt & Taylor, LLP, and Hughes Hubbard and Reed LLP as co-general bankruptcy counsel; Kroll, LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent and administrative advisor. STEEPOLOGIE LLC: Seeks to Hire Barron & Newburger as Counsel ------------------------------------------------------------ Steepologie, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Barron & Newburger as its counsel. The firm's services include: a. advising Debtor of its rights, powers, and duties as a debtor-in-possession continuing to manage its assets; b. reviewing the nature and validity of claims asserted against the property of Debtor and advising Debtor concerning the enforceability of such claims; c. preparing on behalf of Debtor, all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in the chapter 11 case; d. advising Debtor concerning and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers which may be filed in the chapter 11 case; e. counseling Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization and related documents; f. performing all other legal services for and on behalf of Debtor which may be necessary and appropriate in the administration of the chapter 11 case and Debtor's business; and g. working with professionals retained by other parties in interest in this case to attempt to obtain approval of a consensual plan of reorganization for Debtor. The firm will be paid at these rates: Gregory Siemankowski $375 per hour Stephen Sather $550 per hour Other Attorneys $175 to 475 per hour The firm received from the Debtors a retainer of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory Siemankowski, Esq., a senior counsel at Barron & Newburger, 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: Gregory Siemankowski, Esq. BARRON & NEWBURGER, PC 7320 N. MoPac Expy, Suite 400 Austin, TX 78731 Tel: (512) 476-9103 Fax: (512) 279-0310 Email: gsiemankowski@bn-lawyers.com About Steepologie, LLC Steepologie, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-10671-hcm) on August 25, 2023. In the petition signed by Andrea Raetzer, president and owner, the Debtor disclosed up to $50,000 in assets and up to $10 million in liabilities. Stephen W Sather, Esq., at Barron & Newburger, P.C, represents the Debtor as legal counsel. STRUCTURLAM MASS: Seeks to Extend Plan Exclusivity to November 17 ----------------------------------------------------------------- Structurlam Mass Timber U.S., Inc. and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods within which they may file a Chapter 11 plan and solicit acceptances thereof to November 17, 2023 and January 16, 2024, respectively. The Debtors explained that they have worked diligently to administer their cases as efficiently as possible to minimize administrative expenses and maximize recoveries. The Debtor pointed out that they have, among other things: (i) negotiated and obtained Court approval of the Debtors' postpetition financing credit facility; (ii) initiated a marketing process; (iii) prepared and filed the Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs; (iv) prepared and filed the Debtors' monthly operating reports; (v) established bar dates for creditors to file proofs of claim; (vi) retained Debtors' professionals; (vii) addressed, and resolved in a timely manner, challenges related to the Debtors' businesses and the chapter 11 efforts; (viii) responded to creditor inquiries; (ix) held an auction to sell substantially all of Debtors' assets that culminated in the entry of the Sale Order; and (x) commenced reviewing claims filed in the Chapter 11 Cases and are preparing omnibus objections to certain claims. The Debtors asserted that the requested extensions of the exclusive periods will facilitate their efforts by providing them with a full and fair opportunity to resolve open case issues, evaluate certain claims, and formulate, draft, propose, and solicit a plan without the distraction of ill-formed competing plans. The Debtors also believe that the extensions will afford the key parties-in-interest time to negotiate a potential plan structure and prepare a draft plan in advance of the proposed extended exclusive periods. Structurlam Mass Timber U.S., Inc. and its affiliates are represented by: William E. Chipman, Jr., Esq. Robert A. Weber, Esq. Mark L. Desgrosseilliers, Esq. Mark D. Olivere, Esq. CHIPMAN BROWN CICERO & COLE, LLP Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Email: chipman@chipmanbrown.com weber@chipmanbrown.com desgross@chipmanbrown.com olivere@chipmanbrown.com About Structurlam Mass Timber U.S. Structurlam Mass Timber U.S., Inc. -- http://structurlam.com/-- is a North American provider of mass timber solutions for construction and industrial markets in Canada and the U.S. Established in 1962, Structurlam is based in Penticton, British Columbia and has mass timber production facilities in Canada and the U.S. After reaching a deal with Mercer International Inc. to sell assets in British Columbia and Arkansas for US$60 million, Structurlam and certain of its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10497) on April 21, 2023. The Debtors also have sought recognition of the Chapter 11 proceedings in the Supreme Court of British Columbia. Structurlam Mass Timber estimated assets and debt of $100 million to $500 million as of the bankruptcy filing. Judge Craig T. Goldblatt oversees the Debtors' Chapter 11 cases. The Debtors tapped Chipman Brown Cicero & Cole, LLP and Potter Anderson Corroon, LLP as bankruptcy counsels; Paul Hastings, LLP as special counsel; Gowling WLG as Canadian counsel; Alvarez & Marsal Canada, Inc. as financial advisor; and Stifel, Nicolaus & Company, Incorporated and Miller Buckfire & Co., LLC as investment bankers. Kurtzman Carson Consultants, LLC is the claims and noticing agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee hired Buchalter, P.C. and Morris, Nichols, Arsht & Tunnell, LLP as bankruptcy counsels; Goodmans, LLP as Canadian counsel; and Dundon Advisers, LLC as financial advisor. SYSCO CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Sysco Corporation. Headquartered in Houston, Texas, Sysco Corporation distributes food and related products primarily to the foodservice industry. SYSTEM1 INC: Unit Signs $5.2M Promissory Note With General Manager ------------------------------------------------------------------ System1 OpCo, LLC, a wholly-owned subsidiary of System1, Inc., entered into a $5.2 million Senior Unsecured Promissory Note with Marc Mezzacca, the Company's general manager of its CouponFollow business line, in order to convert the portion of the Holdback Amount payable to Mr. Mezzacca under the Agreement and Plan of Merger, dated as of March 4, 2022, by and among System1, S1 Chariot Holdco, LLC, a Delaware limited liability company and a wholly owned subsidiary of System1, S1 Chariot Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco, NextGen Shopping, LLC, a Delaware limited liability company (f/k/a NextGen Shopping, Inc.), the Company and Shareholder Representative Services LLC, as Securityholder Representative, into a loan from System1. The Loan outstanding under the Promissory Note accrues interest at the rate per annum equal to the Secured Overnight Financing Rate ("SOFR") as administered by the Federal Reserve Bank of New York plus 3.15%. System1 (i) must prepay the Loan under certain circumstances, (ii) may prepay the Loan at any time without penalty or interest, and (iii) must make four substantially equal amortization payments on each of April 1, 2024 through July 1, 2024. The Lender under the Promissory Note is also entitled to a closing fee equal to 12.0% of initial principal amount outstanding under the Promissory Note. In addition, System1 agreed to reimburse the Lender for his reasonable and documented costs and expenses incurred in connection with the negotiation, documentation and execution of the Promissory Note. In connection with entering into the Promissory Note, the parties made certain modifications to the CouponFollow Incentive Plan created in connection with closing the transactions contemplated by the Merger Agreement. About System1 Headquartered in Marina Del Rey, CA, System1, Inc. operates an omnichannel customer acquisition platform, delivering high-intent customers to advertisers and marketing antivirus software packages to end user customers. Los Angeles, California-based PricewaterhouseCoopers LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 5, 2023, citing that the Company has violated a covenant which resulted in the outstanding principal balances under the Company's Term Loan and Revolving Facility with Bank of America being callable at the request of, or with the consent of, the required majority lenders and has insufficient liquidity to settle the outstanding principal balances of the Term Loan and Revolving Facility that raise substantial doubt about its ability to continue as a going concern. TD SYNNEX CORP: Egan-Jones Retains BB+ Senior Unsecured Ratings --------------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by TD SYNNEX Corp. Headquartered in Fremont, California, TD SYNNEX Corp provides information technology supply chain services. THEVELIA (US): S&P Withdraws 'B+' Rating on First-Lien Term Loans ----------------------------------------------------------------- S&P Global Ratings withdrew its 'B+' issue rating on the Hong Kong dollar tranche of Thevelia (US) LLC's first-lien term loans. S&P assigned the rating in error. There were no changes to the 'B+' issue ratings on the U.S. dollar and euro tranches of the term loans. THREE NICKELS: Seeks to Extend Plan Exclusivity to November 22 -------------------------------------------------------------- Three Nickels, LLC asks the U.S. Bankruptcy Court for the Eastern District of New York to extend its exclusive periods to file and solicit acceptances of a chapter 11 plan to November 22, 2023 and January 21, 2024, respectively. Unless extended, the Debtor's exclusive filing period ends on August 25, 2023 and its exclusive solicitation period ends on October 24, 2023. The Debtor claimed that it has already formulated and filed the Plan and has taken other significant steps in furtherance of the expeditious administration of its chapter 11 case. However, the Debtor explained that it has not had sufficient time to address and reconcile the claims asserted in its case, particularly the substantial secured and/or priority claims asserted by Ocean Lender, the New York City Dept. of Finance and the New York City Water Board. The Debtor respectfully asked that it should be provided with the initial opportunity to file and pursue confirmation of a proposed chapter 11 plan. The Debtor stated that it is presently in discussions with Ocean Lender as to the terms of a mutually agreeable chapter 11 plan and, thus, the Debtor anticipates that a consensual amended plan and disclosure statement will be filed in the very near future. Three Nickels, LLC is represented by: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 About Three Nickels Three Nickels, LLC is a New York limited liability company formed on March 27, 2007. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41456) on April 27, 2023, with as much as $50,000 in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki, LLP as legal counsel and MorrisAnderson & Associates, Ltd. as financial advisor. TITAN INTERNATIONAL: Egan-Jones Retains BB+ Sr. Unsecured Ratings ----------------------------------------------------------------- Egan-Jones Ratings Company on September 11, 2023, maintained its 'BB+' foreign currency and local currency senior unsecured ratings on debt issued by Titan International, Inc. Headquartered in Quincy, Illinois, Titan International, Inc. manufactures mounted tire and wheel systems for off-highway equipment used in agriculture, construction, mining, military, recreation, and grounds care. TRANSOCEAN LTD: S&P Upgrades ICR to 'CCC+' on Improved Demand ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "We also raised our issue-level ratings on the company's secured debt to 'B' from 'B-' (recovery rating: '1'), its super priority guaranteed unsecured debt to 'B-' from 'CCC+' (recovery rating: '2'), its priority guaranteed unsecured debt to 'B-' from 'CCC+' (recovery rating: '2'), and its senior unsecured debt to 'CCC+' from 'CCC' (recovery rating: '3'). "At the same time, we assigned a 'B' issue-level rating (recovery rating: '1') to the proposed $300 million senior secured notes due 2028. "The outlook is stable, reflecting our expectation that steady offshore activity and elevated day rates will result in materially higher free cash flow generation in 2024 and 2025. We project debt to EBITDA of 6.5x-7x and funds from operations (FFO) to debt of 5%-10%. "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." Over the past year, longer-cycle offshore activity has steadily recovered, serving as a tailwind for rig demand. Transocean's backlog increased about 30% to $9.2 billion and remains the highest of the rated peer group. The company has also secured several new contracts with favorable pricing. It plans to relocate harsh environment semisubmersible Transocean Equinox from the North Sea to Australia, including options to extend the contract out to 2027 at day rates exceeding $500,000. Regarding drillships, the new three-year contract for the Deepwater Aquila at a dayrate of $444,000 provides incremental cash flow for further credit support. Six of the 17 active drillships in the fleet now have contracts of at least three years, and an improvement in booking contracts with term will help mitigate the cyclicality historically seen in the offshore space. Drillship day rates and reactivations on contract are the primary growth drivers. In 2024, we expect Transocean's drillship fleet utilization to average about 57% with an average day rate of approximately $411,000 while harsh environment utilization averages about 68% with an average day rate of approximately $350,000. S&P expects 2023's minimal free operating cash flow (FOCF) generation to substantially improve to about $100 million-150 million in 2024 and $500 million-600 million in 2025, as below-market rate contracts roll off and reset to leading edge rates. Improving operating performance should support improved credit metrics, with FFO to debt increasing to 5%-10% in 2024 from 0%-5% in 2023. Drillships account for 75% of revenue and the company has the highest remaining operating leverage of the peer group with eight stacked (not working) sixth- or seventh-generation drillships, which could support outsized growth relative peers if demand continues to strengthen. The company is actively bidding three stacked drillships while contract bargaining power has shifted back to the contractors, and provisions like mobilization and reactivation reimbursements are also becoming more favorable. S&P said, "We expect Transocean to maintain disciplined behavior and only reactivate drillships on contract rather than speculatively. We assume it will reactivate one drillship annually in 2024 and 2025 (associated average cost of $100 million; 35% capital expenditure [capex]) as the market continues to tighten." High absolute debt remains a concern. S&P Global Ratings-adjusted debt of $7.6 billion is much higher compared to peers Noble Corp and Valaris, which emerged from chapter 11 bankruptcy with much lower debt leverage. There are no debt maturities in 2024 after successfully refinancing in January 2023. However, annual mandatory amortization remains high at $300 million-$400 million across our forecast period. Transocean is dependent on market conditions to refinance the heavy debt maturities from 2025-2027, with approximately $600 million in 2025 and 2026, and $2.0 billion in 2027. Nonetheless, debt trading levels have recovered close to par, and we view the risk of a near-term distressed exchange as lower compared to earlier in this cycle. S&P considers liquidity to be less than adequate. This is due to heavy debt maturities beginning late 2025, high annual amortization requirements, and potential reactivation spending against Transocean's minimum liquidity covenant of $500 million. The company's undrawn $600 million revolving credit facility matures in June 2025, and S&P does not anticipate it to carry a balance over the next 12 months. However, the liquidity cushion disappears if Transocean cannot refinance the 7.5% senior notes maturing November 2025. S&P assigned its 'B' issue-level rating and '1' recovery rating to Transocean Aquila Ltd.'s proposed $300 million senior secured notes due 2028. S&P expects proceeds will be used primarily to fund the remaining $140 million purchase price of the new build drillship, Deepwater Aquila, with the balance used primarily to prepare the rig for its initial contract. The notes are secured by the Deepwater Aquila, which is expected to be delivered to the company early in the fourth quarter of 2023. The rig is being purchased at a substantial discount to market value due to its stranded nature and is under a three-year contract with Petrobras through the second quarter of 2027 at a day rate of about $444,000. The notes are fully and unconditionally guaranteed by parent companies Transocean Inc., Transocean Ltd., and the collateral rig-owning subsidiary. S&P said, "The outlook is stable, reflecting our expectation that steady offshore activity and elevated day rates will result in materially higher free cash flow generation in 2024 and 2025. We expect Transocean to use the free cash flow to amortize its high absolute debt and support drillship reactivations on contract. We project a weighted average debt to EBITDA of 6.5x-7x and FFO to debt of 5%-10%. "We could lower our rating over the next 12 months if liquidity deteriorates and threatens the $500 million liquidity covenant, or if it announces a debt exchange or debt restructuring we view as distressed. "Although unlikely over the next 12 months, we could raise our rating if its FFO to debt improves to comfortably above 12% on a sustained basis and we view its liquidity as adequate. In addition, we would need to have confidence that the company's capital structure is sufficiently improved to remove the risk of further distressed exchanges or balance sheet restructurings." TRIGGER TIME: Seeks to Hire Craig M. Geno PLLC as Legal Counsel --------------------------------------------------------------- Trigger Time Indoor Shooting Range, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire the Law Offices of Craig M. Geno, PLLC as its counsel. The firm's services include: a. advising and consulting with the Debtor regarding questions arising from certain contract negotiations during the operation of the Debtor's business; b. evaluating and objecting to claims of various creditors who may assert security interests in the assets and who may seek to disturb the continued operation of the business; c. appearing in, prosecuting, or defending suits and proceedings, and taking all necessary steps and other matters involved in or connected with the affairs of the estate of the Debtor; d. representing the Debtor in court hearings and assisting in the preparation of legal documents; e. advising and consulting with the Debtor in connection with any proposed Chapter 11 reorganization plan; and f. other necessary legal services. The Law Offices of Craig M. Geno will be paid at these rates: Craig M. Geno $450 per hour Associates $275 per hour Paralegals $185 to $215 per hour The firm received a retainer in the amount of $9,800, which includes the filing fee of $1,738. Craig Geno, Esq., an attorney at the Law Offices of Craig M. Geno, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 Email: cmgeno@cmgenolaw.com About Trigger Time Trigger Time Indoor Shooting Range, Inc. is a family owned and operated gun store and indoor shooting range in Tupelo, Miss. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 23-12642) on Aug. 28, 2023, with $1 million to $10 million in both assets and liabilities. Greg Grissom, president, signed the petition. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC represents the Debtor as bankruptcy counsel. TTM TECHNOLOGIES: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by TTM Technologies, Inc. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Costa Mesa, California, TTM Technologies, Inc. is an independent provider of time-critical, one-stop manufacturing services for printed circuit boards. TYSON FAMILY: Committee Seeks to Hire Northen Blue as Attorney -------------------------------------------------------------- The official committee of unsecured creditors of Tyson Family Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ the Law Firm of Northen Blue, LLP as its attorneys. The firm will render these services: a. give the Committee legal advice with respect to its duties and powers; b. advise and represent the Committee with respect to any proposed sale of the Debtor's assets, an evaluation of the ability of the Debtor to restructure its financial obligations, the ability and means by which some or all of the Debtor's assets could be refinanced or liquidated to generate cash for the payment of such claims as may be allowed in this proceeding, and any other matter relevant to the case or to the formulation of a plan; c. assist and advise the Committee in the examination and analysis of the conduct of the Debtor's affairs and the causes of insolvency; d. assist and advise the Committee regarding communications to the general creditor body regarding any matters of general interest and any proposed plan of reorganization; e. prepare, review or analyze all applications, orders, statements of operations, and schedules filed with the Court by the Debtor or other third parties, give advice to the Committee as to their propriety, and after approval by the Committee consent to Orders; and f. perform such other legal services as may be required and in the interest of the Committee, including but not limited to the commencement and pursuit of such adversary proceedings as may be authorized. The firm will be paid as follows: John A. Northen $620/hour Ms. Parrott $510/hour John A. Northen, Esq., a partner at Northen Blue, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Northen Blue can be reached at: John A. Northen, Esq. NORTHEN BLUE, L.L.P. P.O. Box 2208 Chapel Hill, NC 27514-2208 Tel: (919) 968-4441 E-mail: jan@nbfirm.com About Tyson Family Farms Tyson Family Farms, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-01738) on June 23, 2023, with $1 million to $10 million in both assets and liabilities. Jennifer Bennington has been appointed as Subchapter V trustee. Judge Pamela W. Mcafee oversees the case. David J. Haidt, Esq., at Ayers & Haidt, PA is the Debtor's legal counsel. U.S. RENAL CARE: S&P Upgrades ICR to 'CCC+' on Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on dialysis company U.S. Renal Care Inc. (USRC) to 'CCC+' from 'D'. The outlook is stable. S&P said, "We assigned our 'CCC+' issue-level ratings to the new $100 million revolver, $1.49 billion first-lien term loan, and $121 million first-lien notes (issued by USRC, the parent entity). The recovery ratings are '4' (30%-50%; rounded estimate: 30%). "We assigned our 'B+' issue-level rating to the new $50 million revolver and 'B-' issue-level rating to the existing $300 million first-lien term loan (issued by unrestricted subsidiaries Dialysis Holdco LLC and USRC South Texas L.P.). The respective recovery ratings are '1+' (100%) and '2' (70%-90%; rounded estimate: 85%). "We withdrew our ratings on USRC's remaining $34 million senior unsecured notes and $1 million first-lien term loan (which is structurally subordinated to the new debt) given the minimal debt remaining at this level. "The stable outlook reflects our expectation that USRC will need to meaningfully improve operations to generate positive cash flow, but that it has adequate liquidity to manage projected cash flow deficits over the next few years." Adjusted leverage is lower following the distressed exchange but remains high at about 10.6x. USRC exchanged a $1.54 billion first-lien term loan B and $221 million incremental first-lien term loan for a newly issued $1.49 billion first-lien term loan and $121 million first-lien notes. At the same time, it bought back some of its $505 million of senior unsecured debt (about $34 million of the senior unsecured notes outstanding at transaction close). The transaction reduced USRC's overall debt burden by about $490 million. S&P now expects S&P Global Ratings-adjusted leverage of about 10.6x in 2023 and 8x-9x in 2024, down from our previous expectation of 14x and 10x-11x, respectively. S&P said, "We believe the capital structure may still be unsustainable given our expectation for negative free cash flow after capital expenditure (capex) and distributions to minority interests over the next few years. USRC has had free operating cash flow (FOCF) deficits every quarter since the beginning of 2021. Despite reduced debt from the distressed exchanges, we expect this to continue, though we expect sequential improvement over the next several quarters. We believe the company will require favorable business and economic conditions to further deleverage and meet its financial obligations over the longer term. However, we expect it has the liquidity necessary to fund cash flow deficits over the next 12 months. USRC has about $234 million cash on the balance sheet after its recent debt repurchase and $100 million availability under its (combined) $150 million revolving credit facility capacity. "We expect business performance to improve and cash flow deficits to decline over the next couple of years as operating improvements materialize. We believe business fundamentals have improved significantly since the peak of the COVID-19 pandemic, which impaired USRC's performance due to excess patient mortality and higher patient care costs." Labor cost inflation and higher reliance on contract labor coupled with costs associated with investments in building its value-based care business strained margins. The combination of margin erosion and higher interest rates caused cash flow deficits through the first half of 2023. USRC is recovering nicely. Its operating performance continues to improve, with a rebound to pre-pandemic treatments per day. S&P said, "We expect continued volume growth and margin improvement in 2023 and beyond. This reflects moderating labor costs, including the favorable impact of measures taken to reduce turnover and lower the need for contract labor (including creating their own travel pool to reduce the need for contract labor). Additionally, the company has lowered its contractual pricing for erythropoietin stimulating agents (ESA) and is steadily increasing its footprint into dialysis-at-home, a higher-margin business. In addition, the reimbursement environment has been favorable with a 3% rate increase from the Centers for Medicare and Medicaid Services for 2023, with potentially further increases in 2024. While these factors contribute to our expectation for lower cash flow deficits in the next couple of years, we still believe cash flow from operations will not be sufficient to cover capex and distributions to minority interests over the next few years." The stable outlook reflects S&P's expectation for liquidity to remain adequate over the next couple of years, despite weaker profitability and projected cash flow deficits over the next few years. S&P said, "We could lower the rating on USRC if the risk of a near-term default (including another distressed exchange or debt repurchase that we would deem tantamount to a default) increases or liquidity deteriorates and becomes insufficient to cover fixed charges over the next 12 months. "Although unlikely over the next 12 months, we could raise our ratings on USRC if it increases revenue and improves margins such that reported cash flow from operations is sufficient to cover distributions to minority interests, maintenance capex, and mandatory amortization on a sustained basis." UAL CORP: Egan-Jones Retains CCC+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on September 18, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by UAL Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, UAL Corporation is a holding company. UNITED BRANDS PRODUCTS: Mark Sharf Named Subchapter V Trustee ------------------------------------------------------------- The U.S. Trustee for Region 17 appointed Mark Sharf, Esq., a practicing attorney in Los Angeles, as Subchapter V trustee for United Brands Products Design Development & Marketing, Inc. Mr. Sharf will charge $660 per hour for his services as Subchapter V trustee and will seek reimbursement for work-related expenses incurred. Mr. Sharf declared that he is a disinterested person according to Section 101(14) of the Bankruptcy Code. The Subchapter V trustee can be reached at: Mark Sharf, Esq. 6080 Center Drive, 6th Floor Los Angeles, CA 90045 Telephone: (323) 612-0202 Email: mark@sharflaw.com About United Brands United Brands Products Design Development & Marketing, Inc., doing business as Whip-It!, is a manufacturer of dispensers and chargers in South San Francisco, Calif. The Debtor filed Chapter 11 petition (Bankr. N.D. Calif. Case No. 23-30604) on Sept. 5, 2023, with $10 million to $50 million in assets and $1 million to $10 million in liabilities. Nesser David Zahriya, president, signed the petition. Judge Hannah L. Blumenstiel oversees the case. Michael W. Malter, Esq., at Binder & Malter, LLP represents the Debtor as legal counsel. UNITED SAFETY: Unsecureds to Get Share of Income for 3 Years ------------------------------------------------------------ United Safety and Alarms, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Chapter 11 Plan of Reorganization dated Sept. 19, 2023. The Debtor is a leader in security and surveillance with its principal place of business in Broward County, Florida. The Debtor was founded by Sherif Assal. Mr. Assal is the Debtor's sole shareholder and Director. The corporate headquarters is located at 5555 N. Nob Hill Road, Suite 200, Sunrise, Florida 33351. The Debtor leases the office space from 5555 Nobhill Road, LLC, a Florida limited liability company owned by Sherine Assal, sister of Sherif Assal, the Debtor's principal (the "Office Lease"). The Debtor's primary asset is a portfolio of alarm monitoring contracts, its related cash flow and monitoring fee receivables paid by third party security companies that own noncustomer security services contracts (collectively, the "Portfolio"). Cash flow from the Portfolio is a "Recurring Monthly Revenues" asset. As of the Petition Date, the net book value of the Portfolio was $1,085,604. The Debtor cannot estimate the current market value of the Portfolio. Class 3 consists of the Allowed General Unsecured Claims. Without prejudice, the Debtor estimates that Class 3 may consist of Allowed General Unsecured Claims in the approximate total amount of $277,186.56. This amount excludes a claim in the amount of $12,318,443.00 filed by Alarm Connections, Inc. which amount is disputed by the Debtor and is subject to estimation. To avoid any doubt, Class 3 excludes any Unsecured Claims held by individual Insiders which are classified under Class 4. Except to the extent that a holder of an Allowed Class 3 Claim has been paid prior to the Effective Date or agrees to a different treatment, in full satisfaction, settlement, release, extinguishment and discharge of such Claim, each holder of an Allowed Class 3 Claim shall receive a Pro Rata Distribution from projected disposable income (total income not reasonably necessary to be expended for the payment of expenditures necessary for the continuation, preservation, or operation of the business of the debtor) ("Projected Disposable Income") over 3 years first payable on January 1, 2024 and each quarter thereafter through and including December 31, 2026. The Debtor's Projected Disposable Income will be calculated and filed with Exhibit B on or before 21 days prior to the Confirmation Hearing. The Allowed Class 3 Claims are Impaired. Class 5 consists of Allowed Equity Interests in the Debtor owned by Sherif Assal. Upon the Effective Date, the Allowed Equity Interests in the Debtor shall be cancelled, and the Debtor shall issue 100% of the new equity in the Debtor to Mr. Sherif. The Allowed Class 5 Equity Interests are Unimpaired. The sources of consideration for Distributions under the Plan include: (i) the renewed letter of credit between the Reorganized Debtor and AUC (with respect to Administrative Claims only); (ii) the Debtor's cash on hand as of the Effective Date; (iii) Projected Disposable Income of the Reorganized Debtor and (iv) the Release Contribution. With regard to the Release Contribution, the payment will be made by Sherif Assal in an amount to be determined within 21 days prior to the Confirmation Hearing. United Safety and Alarms, Inc., as the Reorganized Debtor, shall continue to exist after the Effective Date with all powers of a corporation under the laws of the State of Florida and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable law; and, following the Effective Date, the Reorganized Debtor may operate its business free of any restrictions imposed by the Bankruptcy Code, the Bankruptcy Rules or by the Court, subject only to the terms and conditions of this Plan and Confirmation Order. A full-text copy of the Plan of Reorganization dated September 19, 2023 is available at https://urlcurt.com/u?l=QOW1b9 from PacerMonitor.com at no charge. Counsel for the Debtor: Paul J. Battista, Esq. Mariaelena Gayo-Guitian, Esq Heather L. Harmon, Esq. Venable, LLP 100 Southeast Second Street, Suite 4400 Miami, FL 33131 Tel: (305) 349-2300 Email: pjbattista@venable.com About United Safety and Alarms United Safety and Alarms Inc. -- https://www.unitedsafetyandalarms.com/ -- has developed and implemented comprehensive security and surveillance systems for homes, businesses, events and government organizations and home security systems in North West Florida. United Safety and Alarms Inc. sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14861) on June 22, 2023. In the petition filed by Sherif Assal, as sole director, the Debtor reports estimated assets and liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Scott M Grossman oversees the case. Soneet Kapila is the Subchapter V trustee. The Debtor is represented by Paul J. Battista, Esq., at VENABLE LLP. UNTITLED-1 COPYRIGHT: Hambleton IP Property Up for Sale on Nov. 16 ------------------------------------------------------------------ Regara S.a.r.l. ("Secured Party") will offer for sale at public auction on Nov. 16, 2023, at 10:00 a.m. (New York Time) to the highest or otherwise best qualified bidder, as determined by the secured party, the intellectual property rights in and to the works of the artist Richard Hambleton ("collateral") in which the secured party has a security interest. Bids are due on Nov. 13, 2023, at 10:00 a.m. (New York Time). The auctions will be held at the New York offices of Morgan, Lewis & Bockius LLP located at 101 Park Avenue, New York, New York 10178-0060. Remote participation will also be available. The Secured Party has a security interest in the collateral granted to the secured party by Untitled-1 Copyright Limited fka AVA Holding Limited ("Debtor"). The secured party will offer for sale all right, title and interest of the Debtor in and to the collateral. The secured party understands in and to the collateral. The secured party understands that much of the collateral consists of rights relating to unregistered copyrights. The foreclosure sale will be conducted by Hilco IP Services LLC d/b/a Hilco Streambank on behalf of and agent for the secured party. Any documents, statement or information provided to any potential bidder by the secured party or Hilco is provided solely for informational purposes and no representations or warranties whatsoever as to the accuracy or completeness thereof are made by the secured party or Hilco. Further information as to the terms and conditions of the foreclosure sale and confidentiality agreement to be signed by each prospective bidder, the information memorandum, and such other information concerning the collateral which the secured party has available in its possession may be obtained upon request and should be examined by prospective bidders through contacting Hilco and behalf of the secured party: Gabe Fried Tel: 617-458-9355 Email: gfried@hilcoglobal.com Richelle Kalnit Tel: 212-993-7214 Email: rkalnit@hilcoglobal.com Stella Silverstein Tel: 646-651-1953 Email: ssilverstein@hilcoglobal.com US SILICA: Egan-Jones Hikes Senior Unsecured Ratings to B --------------------------------------------------------- Egan-Jones Ratings Company on September 15, 2023, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by U.S. Silica Holdings, Inc. to B from B-. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Katy, Texas, U.S. Silica Holdings, Inc. operates as a producer of industrial silica and sand proppants. USUGA MANAGEMENT: Oct. 24 Hearing on Disclosure Statement --------------------------------------------------------- The Bankruptcy Court has entered an order that the hearing to consider the approval of the Disclosure Statement of Usuga Management LLC will be held on October 24, 2023, at 9:30 a.m. before the Honorable Stacey G. Jernigan, United States Bankruptcy Court, 1100 Commerce Street, 14th Floor, Dallas, Texas 75242. Oct. 17, 2023, is fixed as the last day for filing and serving written objections to the Disclosure Statement. Attorney for the Debtor: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 About Usuga Management Usuga Management LLC is the owner of the real property located at 8100 Lakeview Parkway, Rowlett, Texas 75088. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 23-31165) on June 5, 2023. In the petition signed by Maria Usuga, manager, the Debtor disclosed up to $10 million in assets and up to $500,000 in liabilities. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, is the Debtor's legal counsel. VITAL PHARMACEUTICALS: Unsecureds to Get At Least 1% in Plan ------------------------------------------------------------ Vital Pharmaceuticals, Inc., et al., submitted a First Amended Disclosure Statement for its First Amended Joint Plan of Liquidation. The Debtors sold the Purchased Assets (i.e., substantially all of the Debtors' assets, as described in the Asset Purchase Agreement) in a transaction that closed on July 31, 2023, as described in greater detail herein, and the Debtors remain in possession of their remaining property without the oversight of a trustee. The Plan provides for, among other things, the establishment of a Liquidating Trust to distribute the Liquidating Trust Assets of the Debtors and appoint the Liquidating Trustee pursuant to the mechanics as set forth in the Plan. The following is a brief overview of the Plan and is qualified by reference to the Plan itself. Under the Plan, Class 3 General Unsecured Claims are impaired. Each holder of an Allowed General Unsecured Claim will receive Liquidating Trust Interests entitling each such holder to receive its Pro Rata share of the Residual Cash, provided, however, that notwithstanding the foregoing, no distributions of Residual Cash or otherwise will be made to holders of Settlement Parties' Allowed General Unsecured Claims (and such Claims will not be considered for purposes of determining the Pro Rata share of Residual Cash to which holders of other Allowed General Unsecured Claims are entitled) unless and until: (x) in the case of the Allowed DIP Deficiency Claim, holders of Allowed General Unsecured Claims not constituting Settlement Parties' Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least (I) $5 million less (II) the positive difference, if any, between (A) the Debtors' good faith estimate of Residual Cash held by the Debtors as of the Effective Date and (B) $15.5 million minus the aggregate amount of Fee Claims for professional services rendered or costs incurred on or after the Closing Date through the Effective Date; and (y) in the case of all other Allowed Settlement Parties' Allowed General Unsecured Claims, Holders of Allowed General Unsecured Claims have received distributions totaling, in the aggregate, at least $5 million. Distributions to Holders of Allowed General Unsecured Claims shall be made at such times and in such intervals as determined by the Liquidating Trustee. Creditors will recover 1% or greater depending on the results of claims reconciliation and monetization of Excluded Assets, including Retained Causes of Action. On January 27, 2023, the Debtors filed a motion (the "Bidding Procedures Motion") requesting an order (i) approving (a) bidding procedures for the sale of substantially all of the Debtors' assets, (b) procedures for the Debtors' assumption and assignment of certain executory contracts and unexpired leases, (c) the form and manner of notice of sale hearing, assumption procedures, and auction results, (d) dates for an auction and sale hearing, (e) the sale substantially all of the Debtors' assets, free and clear of all claims, liens, liabilities, rights, interests, and encumbrances, and (f) the Debtors' assumption and assignment of certain executory contracts and unexpired leases, (ii) authorizing the Debtors to provide bid protections, and (iii) granting related relief. On February 24, 2023, the Court entered the Bidding Procedures Order granting the Bidding Procedures Motion. Given ongoing negotiations with several prospective bidders and other parties in interest, the Debtors adjourned the auction and sale hearing several times, On June 28, 2023, the Debtors filed a notice of auction cancellation and successful bidder (the "Sale Notice"), informing interested parties that the Debtors only received one actionable bid for substantially all their assets13 from Blast Asset Acquisition EEC ("Blast"), an acquisition vehicle affiliated with Monster Beverage Corporation. Pursuant to the Asset Purchase Agreement, Blast agreed to acquire substantially all of the assets of the Debtors for (i) $362,000,000, (ii) the assumption of certain liabilities, ad (iii) an additional $10,000,000 of conditional consideration to be paid by Blast following its receipt of title to and ownership of certain intellectual property presently titled in the name of Entourage IP Holdings, EEC, a non debtor. The Sale Notice provided that the Sale Hearing would take place on July 12, 2023, and that the deadline to object to (i) the identity of the Successful Bidder, and/or (ii) adequate assurance of future performance by the Successful Bidder, was not later than 4:00 p.m. (Prevailing Eastern Time) July 7, 2023. The Debtors also filed a notice of filing of a revised proposed sale order. After conducting a hearing on July 12, 2023 (the "Sale Hearing"), the Bankruptcy Court approved the Asset Purchase Agreement by and between the Debtors and Blast. In approving the Asset Purchase Agreement, the Court resolved the pending objections as indicated in the Sale Order. The Court's resolution of the objections included the objection by Mr. Owoc, which he agreed to withdraw in exchange for certain provisions that were included in the Sale Order. On July 31, 2023, the Debtors and Blast closed on the purchase and sale. A summary of the proceeds received and disbursements made by the Debtors in connection with the closing is attached hereto as Exhibit 3. Presently, the Debtors estimate that the Estates will have between $9.0 and $11.6 million in Cash to contribute to the Liquidating Trust on the Effective Date of the Plan. The Plan is a joint chapter 11 plan for each of the Debtors, with the Plan for each Debtor being non-severable and mutually dependent on the Plan for each other Debtor. In consideration for the classification, distributions, releases, and other benefits provided under the Plan, on the Effective Date, the provisions of the Plan shall constitute a good-faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies resolved pursuant to the Plan. The entry of the Confirmation Order shall constitute the Bankruptcy Court's approval of the compromise or settlement of all such Claims, Interests, Causes of Action, and controversies, as well as a finding by the Bankruptcy Court that such compromise or settlement is in the best interests of the Debtors, their Estates and Holders of Claims and Interests is fair, equitable, and is within the range of reasonableness. Distributions made to Holders of Allowed Claims are intended to be indefeasible. Votes must be returned to Stretto, Inc., the Debtors' balloting agent, by October 19, 2023, at 5:00 p.m. (prevailing Eastern Time). Co-Counsel for the Debtors: George A. Davis, Esq. Tianjiao ("TJ") Li, Esq. Brian S. Rosen, Esq. Jonathan J. Weichselbaum LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, NY 10020 Telephone: (212) 906-1200 E-mail: george.davis@lw.com ti.li@lw.com brian.rosen@lw.com ion.weichselbaum@lw.com - and - Andrew D. Sorkin, Esq. 555 Eleventh Street, NW, Suite 1000 LATHAM & WATKINS LLP Washington, D.C. 20004 Telephone: (202) 637-2200 E-mail: andrew.sorkin@lw.com - and - Whit Morley, Esq. 330 North Wabash Avenue, Suite 2800 LATHAM & WATKINS LLP Chicago, IL 60611 Telephone: (312) 876-7700 E-mail: whit.morlev@lw.com - and - Jordi Guso, Esq. Michael J. Niles, Esq. 1450 Brickell Avenue, Suite 1900 BERGER SINGERMAN LLP Miami, FL 33131 Telephone: (305) 755-9500 E-mail: iguso@bergersingerman.com A copy of the Disclosure Statement dated September 13, 2023, is available at https://tinyurl.ph/mcpBf from Stretto, the claims agent. About Vital Pharmaceuticals Since 1993, Florida-based Vital Pharmaceuticals, Inc., doing business as Bang Energy and as VPX Sports, has developed performance beverages, supplements, and workout products to fuel high-energy lifestyles. VPX Sports is the maker of Bang energy drinks, among other consumer products. Vital Pharmaceuticals, Inc., along with certain of its domestic subsidiaries and affiliates, filed voluntary petitions for protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 22-17842) on Oct. 10, 2022. VPX estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Hon. Scott M. Grossman is the case judge. The Debtors tapped Latham & Watkins, LLP as general bankruptcy counsel; Berger Singerman, LLP as local counsel; Haynes and Boone, LLP and Faulkner ADR Law, PLLC as special counsels; Huron Consulting Group, Inc., as CTO services provider; and Rothschild & Co US, Inc., as investment banker; and Grant Thornton, LLP as financial advisor. Stretto, Inc., is the notice, claims and solicitation agent. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors on Nov. 1, 2022. The committee tapped Lowenstein Sandler, LLP as general bankruptcy counsel; Sequor Law, P.A., as local counsel; and Lincoln Partners Advisors, LLC as financial advisor. W.R. GRACE: S&P Cuts Issuer Credit Rating to 'B-', Outlook Stable ----------------------------------------------------------------- S&P Global Ratings lowered its ratings on W.R. Grace Holdings LLC (Grace) by one notch, including its issuer credit rating on the company to 'B-' from 'B'. The stable outlook reflects S&P's expectation that adequate liquidity and improving profitability from price increases and cost savings over the next 12 months will partially offset lower volumes and slower than anticipated debt repayment. S&P said, "Challenging operating conditions, and weaker demand in 2023, have kept Grace's credit metrics below our prior expectations. We now anticipate the company's weighted-average S&P Global Ratings-adjusted debt to EBITDA will remain about 9x in 2023 and expect Grace to generate marginally positive free cash flow over the coming 12 months. In 2021, at the time of Grace's acquisition by Standard Industries Holdings Inc., our rating and outlook assumed material deleveraging by 2024 as a result of incremental EBITDA growth, free cash flow generation, and marginal debt repayment." S&P said, "Since that time, the company has faced difficult market conditions, which have constrained deleveraging. These challenges included substantial cost inflation over the past 24 months ($200 million of energy and raw material cost inflation in 2022 alone), the impact of which was only partially passed on to customers in a timely manner, resulting in margin erosion versus pre-pandemic levels. Prior to 2020, Grace's S&P Global Ratings-adjusted EBITDA margins were consistently at or above 25%, but margins fell to 20.8% in 2022 and to the high-teens percent area in the first half of 2023. We anticipate beneficial contract resets, renewals, and renegotiations and moderating cost pressure will result in price lapping cumulative cost inflation in 2023, with EBITDA margins improving back toward the mid-20% area in the second half of 2023. However, this positive pricing momentum comes as demand has weakened and volumes have fallen in the company's petrochemical and durable goods exposed portfolio." Grace's specialty catalyst (SC) sales continue to be impacted by below-average global petrochemical operating rates and profitability, particularly in Asia, amid continued customer destocking and weak consumer demand for durable goods (20%-25% of overall SC demand). S&P expects the global petrochemicals industry to remain challenged into 2024 given the meaningful amount of new capacity ramping up and a weak demand environment, depressing operating rates, key product prices, and chain margins. S&P said, "In materials technologies (MT), where about 35% of revenue is exposed to durable goods, we expect coatings, tire, and industrial end-market demand for silicas to remain weak, partially offset by more stable pharmaceutical demand, ultimately resulting in volume deterioration on a year over-year basis. We believe the impact from lower volumes in SC and MT will be partially offset by growth in refining technologies (RT), where we expect fluid catalytic cracking (FCC) volumes to remain strong, supported by demand for transportation fuels, high refinery utilization, and elevated refiner margins." Grace's adequate liquidity, cost savings measures, and debt maturity profile somewhat offset the ratings impact from persistently weak free cash flow generation. Grace generated negative free operating cash flow (FOCF) in both 2021 and 2022, leading to a marginal deterioration in liquidity. S&P said, "While we anticipate free cash flow will remain minimal in 2023, we expect it to improve sequentially in the second half of 2023 and into 2024 due to working capital management, the realization of cost-reduction measures, and ongoing pricing initiatives." Grace has also implemented an extensive restructuring plan to rationalize plant fixed costs, improve manufacturing productivity and throughput at sold-out facilities, and reduce selling, general, and administrative expenses. The plan, which includes about $45 million in costs to achieve, is anticipated to result in $150 million-$200 million of run-rate cost savings, the majority of which will be implemented by 2024. S&P continues to believe that the capital-light nature of these projects, the focus on optimization at existing facilities, and headcount-driven cost savings make the plan achievable and will support higher profitability and free cash flow generation over its forecast period. Additionally, Grace has no significant debt maturities until 2027, when its $750 million senior secured notes come due. The company also has $576 million of total liquidity, including $140 million of balance sheet cash and about $400 million of revolving credit facility availability. In addition, about two-thirds of the company's balance sheet debt is fixed until maturity, while approximately 75% ($900 million) of their floating-rate term loan borrowings are hedged at a SOFR rate of about 4.05% through June 2025. S&P said, "Our ratings reflect Grace's global market leadership in polyolefin and refining catalysts, polypropylene process licensing, and specialty silica gels. About 80% of the company's revenues are attributable to products in which it retains the No. 1 or No. 2 global market position, and its customer partnerships and relationships often span multiple decades, with products frequently tailored to meet specific customer requirements. The specialty nature of the company's products, long-term customer contracts (primarily in SC), and Grace's integration and proximity to customer facilities has historically resulted in above-average profitability, with EBITDA margins in the mid-20% area on an S&P Global Ratings-adjusted basis (a level we expect the company will get back to 2024)." The company's EBITDA margins, which in the past have been relatively stable, were pressured over the past few years as Grace faced rising raw material (caustic soda, sodium silicate, soda ash, metals, etc.) and natural gas costs, while contractual obligations prevented the company from realizing price increases in line with inflation. While S&P believes current pricing actions will result in margin improvement over the coming 12 months, heightened commodity price volatility and structurally higher energy costs are key risks to our rating. Grace's portfolio benefits from significant geographic, product, and end-market diversity but is also somewhat exposed to economic cyclicality. The company's global footprint includes manufacturing facilities and sales in Europe, the Middle East, and Asia, (37% of 2022 sales), North America (33%), Asia-Pacific (APAC; 25%), and Latin America (4%). It generates roughly one-third of its revenue from RT, which includes the sale FCC catalysts and additives to refining customers, one-third from specialty catalysts for petrochemical and plastics production, and one-third from specialty materials primarily used in pharmaceutical, consumer, and coatings applications. S&P said, "The stable outlook reflects our expectation that, although Grace's leverage will remain elevated over the next 12 months, profitability should gradually improve in coming quarters. We expect lower volumes due to sluggish demand for durable goods, customer destocking, and lower petrochemical margins/utilization will be offset by demand for transportation fuels, price increases, moderating raw material costs, and restructuring cost savings, ultimately resulting in marginal EBITDA growth on a year-over-year basis in 2023. "However, we believe free cash flow will remain depressed over the next 12 months, hindering debt reduction and deleveraging. Under our base-case scenario, we expect the company's credit metrics will remain appropriate for the 'B-' rating, with weighted-average debt to EBITDA of about 9x and funds from operations (FFO) to debt in the mid-single-digit percent area. "We could consider a negative rating action over the next 12 months if global economic growth weakens; petrochemical operating rates and durable goods spending remains depressed, pressuring SC and MT demand; or if transportation fuel demand falters, weakening FCC catalyst volumes. In this scenario, we would expect negative free cash flow generation and unsustainable leverage metrics, with debt to EBITDA deteriorating into the double-digit area. Such a downside case could result from EBITDA margins declining greater than 200 basis points below our base-case forecast, into the high-teens percent area, along with a slightly lower-than-projected rebound in volume growth. We could also lower our rating if we anticipate the company's sources of liquidity will decrease to below 1.2x uses. "We could consider a positive rating action over the next 12 months if the macroeconomic environment strengthens, volumes decline less than we anticipate, and price increases and Enterprise Improvement Program savings result in a sustained improvement in segment EBITDA margins closer to historical levels. To consider an outlook revision, we would also expect the company to generate positive free cash flow on an ongoing basis, use excess FOCF for debt repayment, and refrain from debt-funded acquisitions or shareholder distributions. In this scenario, we would anticipate an improvement in S&P Global Ratings-adjusted debt to EBITDA to about 8x and FFO to debt to the high-single-digit percent area on a weighted-average basis." WESTERN GLOBAL: Seeks Approval of Disclosure Statement ------------------------------------------------------ Western Global Airlines, Inc., et al., submitted a motion for entry of order approving its Disclosure Statement. A hearing on the Motion is scheduled for Oct. 4, 2023, at 10:30 AM at US Bankruptcy Court, 824 Market St., 6th Fl., Courtroom #3, Wilmington, Delaware. Objections are due by Sept. 27, 2023. For the Bankruptcy Court's convenience, the Debtors propose these key dates in connection with confirmation of the Proposed Plan: * The voting record date will be on October 2, 2023. * The Disclosure Statement hearing will be on October 4, 2023 at 10:30 a.m. (Prevailing Eastern Time). * The solicitation date is no later than two business days after entry of the Proposed Order (expected to be October 6, 2023). * The supplemental solicitation date is no later than three business days after General Bar Date. * The deadline to file a claim objection or request to estimate claim for voting purposes will be on October 17, 2023. * The Plan supplement filing will be on October 27, 2023. * The Rule 3018 motion deadline will be on October 27, 2023 at 4:00 p.m. (Prevailing Eastern Time). * The voting, Rule 3018 motion objection, and Plan Confirmation objection deadline will be on November 3, 2023 at 4:00 p.m. (Prevailing Eastern Time). * The deadline to file (a) a reply to Plan objection(s), (b) brief in support of plan confirmation, (c) declarations in support of confirmation, and (d) voting certification will be on November 9, 2023, at 12:00 p.m. (Prevailing Eastern Time). * The confirmation hearing will be on November 13, 2023 (subject to the Court's calendar). The Debtors submit that the Proposed Disclosure Statement contains sufficient information for a voting creditor to make an informed judgment regarding whether to vote to accept or reject the Proposed Plan. Thus, the Debtors respectfully request that the Court approve the Proposed Disclosure Statement as containing adequate information in satisfaction of the requirements of section 1125 of the Bankruptcy Code. Attorneys for the Debtors: Mark D. Collins, Esq. Zachary I. Shapiro, Esq. Amanda R. Steele, Esq. James F. McCauley, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com shapiro@rlf.com steele@rlf.com mccauley@rlf.com - and - Gary T. Holtzer, Esq. Candace M. Arthur, Esq. Jason H. George, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: gary.holtzer@weil.com candace.arthur@weil.com jason.george@weil.com About Western Global Airlines, Inc. Western Global Airlines, Inc. provides contracted air cargo transportation services ranging from ACMI (Aircraft, Crew, Maintenance, and Insurance) to Full Service, on a global scale. WGA is a high-tech air cargo platform serving customers in e-commerce, express, freight forwarding, logistics, nonprofit, and governmental organizations. The Debtor and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11093) on August 7, 2023. In the petition signed by James K. Neff, chief executive officer, the Debtor disclosed up to $500 million in assets and up to $1 billion in liabilities. Judge Karen B. Owens oversees the case. The Debtors tapped Weil, Gotshal & Manges LLP as general bankruptcy counsel, Richards, Layton & Finger, P.A. as local bankruptcy counsel, Evercore Group L.L.C. as investment banker, FTI Consulting, Inc. as provider of interim management and financial advisory services. and Stretto, Inc. as claims, noticing, and solicitation agent. DKB Partners LLC, as DIP Lender and Prepetition Lender, is represented by Young Conaway Stargatt & Taylor, LLP. Daugherty, Fowler, Peregrin, Haught and Jenson, P.C., serves as DOT/FAA counsel for the DKB DIP Lender. Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as counsel to the Ad Hoc Group of DIP Lenders and Certain Creditors. Ducera Partners LLC, serves as financial advisor for the Funding Group DIP Lenders. Landis Rath & Cobb LLP, is the Delaware counsel for the Funding Group DIP Lenders. PIRINATE Consulting Group, LLC, is the strategic advisor to the Funding Group DIP Lenders. WICKAPOGUE 1: Plan Proposes Sale of Property -------------------------------------------- Wickapogue 1, LLC, submitted a First Amended Disclosure Statement. The Debtor's primary asset is improved real estate consisting of the parcel of property and a 10,000 square foot residence located at 145 Wickapogue Road, Southampton, New York (the "Property"). Under the Plan, Class 10 General Unsecured Claims consisting of all filed Claims and deficiency amounts that remain after the Sale of the Property, relating to Lien Claims, which will vary depending on the Sale price under the Plan and the respective priorities of the lienholders. Payment of available Cash up to the Allowed Amount of Class 10 Claims, after payment of Administrative Expenses, Priority Tax Claims, and Class 1 - 9 Claims, on the Distribution Date on a pro-rata basis to each holder of such Claim in Class 10. Class 10 is impaired. Funding for the Plan will be from Net Property Sale Proceeds and from Cash on-hand in the DIP Account. The sale of the Property, pursuant to Section 1123(a)(5) and 363 of the Bankruptcy Code shall be implemented, after entry of the Confirmation Order, pursuant to the Bidding and Auction Procedures and the Contract of Sale. The Auction, pursuant to the Bidding and Auction Procedures and the Contract of Sale shall be open to all parties and parties-in-interest. On the Effective Date, the Property shall be sold to purchaser free and clear of all Liens, Claims, and encumbrances, and any such Liens, Claims, and encumbrances shall attach to the Net Property Sale Proceeds and be disbursed in accordance with the provisions of this Plan. Alternatively, the Property shall be sold subject to entry of a Bankruptcy Court order: (i) approving the sale; (ii) providing, inter alia, that the purchaser is a good faith purchaser; and (iii) providing that the sale of the Property shall be free and clear of all Liens, Claims, encumbrances and interests with any such Liens, Claims and encumbrances to attach to the sale proceeds, and to be disbursed under the Plan. For mortgage recording tax purposes, the First Mortgagee and the Second Mortgagee shall permit an assignment of their respective mortgages in connection with the sale of the Property under the Plan. Notwithstanding anything to the contrary in the Plan, each Secured Creditor retains the right to credit bid to the extent it holds a Secured Claim pursuant to Section 506 of the Bankruptcy Code which is undisputed; provided, however, in addition to its credit bid, any bid by a Secured Creditor must include a cash component to cover the costs of sale, senior Liens, Allowed Administrative Expenses, Priority Claims, and a $15,000 reserve fund for the costs of wrapping up the Bankruptcy Case. As part of the sale under the Plan, and in order to ensure consummation of the Plan, the Plan requires that the Confirmation Order contain the following findings of fact and conclusions of law: (i) that the terms and conditions of the sale of the Property are fair and reasonable; (ii) that the Debtor's sale, and the purchaser's acquisition, of the Property pursuant to the Plan and the purchase agreement, is non-collusive, fair and reasonable and was conducted openly and in good faith; (iii) that the transfer of the Property to the purchaser represents an arm's-length transaction and was negotiated in good faith between the parties; (iv) that the purchaser, as transferee of the Property, is a good faith purchaser under Section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protection under Section 363(m) of the Bankruptcy Code; (v) that the sale is free and clear of any Liens, Claims and encumbrances pursuant to Section 363(f) of the Code, which extinguishes any rights to tenancy by any purported tenants under Section 365(h) of the Code; (vi) that the sale of the Property to the purchaser was not controlled by an agreement among potential purchasers; (vii) that no cause of action exists against the purchaser or with respect to the sale of the Property to the purchaser under Section 363(n) of the Bankruptcy Code; and (viii) that any Claims under Section 363(n) of the Bankruptcy Code or any other Claims as against the purchaser are released, waived and discharged. Attorneys to the Debtor: Jason A. Nagi, Esq. OFFIT KURMAN, P.A. 590 Madison Avenue, 6th Floor New York, NY 10022 Tel: (212) 545-1900 - and - Joyce A. Kuhns, Esq. 1954 Greenspring Dr., Suite 605 Timonium, MD 21093 Tel: (410) 209-6400 A copy of the Disclosure Statement dated September 9, 2023, is available at https://tinyurl.ph/XdpGI from PacerMonitor.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. represents the Debtor as counsel. WINCHESTER REAL: Has $5.4-Mil. Deal to Sell Assets to Embry ----------------------------------------------------------- Winchester Real Estate Investment Company, LLC and HDRMP, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia for authority to sell assets to Embry Development Company, LLC. Embry offered $5.4 million, including an earnest money deposit of $100,000, to acquire the assets, which consist of real properties owned by the companies in Villa Rica, Ga. The properties up for sale do not include a commercial lot identified as Lot Number RT-015 1. The companies have received offers from multiple developers over the last two years. However, all the offers were either not sufficient to pay off the first lien holder or required development prior to closing, according to the companies' attorney, Leslie Pineyro, Esq., at Jones & Walden, LLC. "The [companies] have continued to try to monetize the properties during the bankruptcy vases by sale or refinancing. The agreement is the only viable option the [companies] have found with money in hand ready to close and without material contingencies," Ms. Pineyro said in court papers. The companies will use the proceeds from the sale to pay all closing costs, the property tax claim of the Carroll County Tax Commissioner, and Avemore Lender, LLC's $4.95 million secured claim. The remaining proceeds will be held in Jones & Walden's trust account until further order of the bankruptcy court, with liens attaching to the proceeds to the same validity and priority as existed on the Chapter 11 filing date. A sale hearing is set for Oct. 4. About Winchester and HDRMP Winchester Real Estate Investment Company, LLC and HDRMP, LLC are single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The companies are based in Villa Rica, Ga. Winchester and HDRMP filed voluntary Chapter 11 petitions (Bankr. N.D. Ga. Case Nos. 23-10773 and 23-10775) on June 30, 2023, with $1 million to $10 million in both assets and liabilities. James W. Davis, III, manager, signed the petitions. Judge Paul Baisier oversees the cases. The Debtors tapped Leslie Pineyro, Esq., at Jones & Walden, LLC as bankruptcy counsel and Victor J. Harrison, Esq., at Harrison Law, LLC as special counsel. WINESTEAD LLC: Unsecureds to Get Full Payment in 72 Months ---------------------------------------------------------- Winestead, LLC, submitted a First Amended Plan of Reorganization. The Debtor now wishes to reorganize the balance of its affairs pursuant to the terms of this Plan. Administrative and non-tax priority claims will be paid in full, either by the Effective Date or on terms agreed upon with each such individual creditor. Priority tax claims (if any) will be paid in full by November 8, 2027, the fifth anniversary of the Petition Date (November 8, 2022, when this case was commenced), or by a date earlier than that. The claims of senior pre-petition secured creditors (SBA and equipment/vehicle lenders) will be paid in full over time in accord with the contractual rights of each such creditor. General unsecured claims, including those of junior secured creditors which do not have any equity in the Debtor's assets to secure them, will be paid in full, with interest, over a six-year period following the Effective Date. Any creditor claims held by insiders of the Debtor will only be repaid after all other claims against the estate are fully treated under this Plan. Under the Plan, Class 6 consists of all General Unsecured Claims against the Debtor not otherwise classified. All claims within this class will be satisfied in full, with interest at the federal judgment rate set per 28 U.S.C. section 1961 on each unpaid balance starting from the Petition Date, within 72 months of the Effective Date. Class 6 includes (without limitation) the claims, if any, of First Data Merchant Services LLC, PayPal/Loanbuilder and/or SwiftFin/WebBank. These creditors each entered into agreements to lend money to the Debtor, and they each received security interests in some or all of the Debtor's assets junior to the liens of SBA. Because the senior claims of SBA exceed the value of the Debtor's assets as of the Petition Date, the Debtor will either (a) make a separate motion to the Court, pursuant to 11 U.S.C. Sections 506(a) and 1111, and Fed. R. Bankr. P. 3012, to value the Debtor's collateral as of the Petition Date and establish that these claims were and are fully unsecured for treatment under this Plan as part of Class 6, or (b) enter into stipulations with each of these creditors to that same effect. All such motions will be adjudicated, and all such stipulations entered and filed with the Court, prior to the confirmation of this Plan. Starting in the 19th full calendar month after the Effective Date, the Debtor will distribute a minimum of $10,000 per month to allowed creditor claims within this class until they are paid in full. There is no maximum amount which may be so distributed in a given month, up to the full remaining amount of all such claims with interest as stated above. Any prior stipulations for treatment between the Debtor and any such creditors are superseded in favor of the terms of this Plan. All such claims must be paid in full within 72 months after the Effective Date. Class 6 is impaired. The funds for implementation of the Plan shall come from the ongoing operating profits of the Debtor's business operations, plus the sum of $100,000 which will be contributed by Wiens to the Debtor as of the Effective Date. Attorney (Proposed) for Winestead LLC: Stuart J. Wald, Esq. LAW OFFICES OF STUART J. WALD 26583 Calle Gregorio Menifee, CA 92585 Tel: (310) 429-3354 E-mail: stuart.wald@gmail.com A copy of the First Amended Plan of Reorganization dated September 13, 2023, is available at https://tinyurl.ph/ZtlCT from PacerMonitor.com. About Winestead LLC Winestead, LLC is a local boutique winery in Newport Beach offering wine made with the finest grapes sourced from Temecula Valley, Paso Robles and Lodi, Calif. Winestead filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14222) on Nov. 8, 2022. In the petition filed by its manager, Douglas G. Weins, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Mark Houle oversees the case. The Debtor tapped Robert B Rosenstein, Esq., at Rosenstein & Associates as legal counsel, and Global Tax & Accounting, Inc., as accountant. WYNN RESORTS: Egan-Jones Retains CCC+ Senior Unsecured Ratings -------------------------------------------------------------- Egan-Jones Ratings Company on September 19, 2023, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. XEROX CORP: Egan-Jones Retains B+ Senior Unsecured Ratings ---------------------------------------------------------- Egan-Jones Ratings Company on September 13, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by Xerox Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Norwalk, Connecticut, Xerox Corporation develops document management technology solutions. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Chapman Place Inc. Bankr. W.D.N.Y. Case No. 23-10913 Chapter 11 Petition filed September 18, 2023 See https://www.pacermonitor.com/view/XTOWY4I/Chapman_Place_Inc__nywbke-23-10913__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew A. Lazroe, Esq. LAW OFFICE OF MATTHEW A. LAZROE E-mail: Matthew@LazroeLaw.com In re Rafael Lara and Viana Maria Lara Bankr. E.D. Cal. Case No. 23-23265 Chapter 11 Petition filed September 19, 2023 In re Soilogic, Inc. Bankr. D. Colo. Case No. 23-14217 Chapter 11 Petition filed September 19, 2023 See https://www.pacermonitor.com/view/53JQ5WQ/Soilogic_Inc__cobke-23-14217__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey A. Weinman, Esq. ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C. E-mail: jweinman@allen-vellone.com In re Captain Yuri's Charters, Inc. Bankr. S.D. Fla. Case No. 23-17488 Chapter 11 Petition filed September 19, 2023 See https://www.pacermonitor.com/view/PAVMTSI/Captain_Yuris_Charters_Inc__flsbke-23-17488__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Absolute Stone Installation Inc. Bankr. C.D. Cal. Case No. 23-11338 Chapter 11 Petition filed September 20, 2023 See https://www.pacermonitor.com/view/KHHYXQI/Absolute_Stone_Installation_Inc__cacbke-23-11338__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Valentina Papazian Bankr. C.D. Cal. Case No. 23-16132 Chapter 11 Petition filed September 20, 2023 represented by: Laleh Ensafi, Esq. In re Harmony Holding Group, LLC Bankr. E.D.N.Y. Case No. 23-73500 Chapter 11 Petition filed September 20, 2023 See https://www.pacermonitor.com/view/RGF3KJA/Harmony_Holding_Group_LLC__nyebke-23-73500__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re James R Smith 52 Inc. Bankr. N.D.N.Y. Case No. 23-30673 Chapter 11 Petition filed September 20, 2023 See https://www.pacermonitor.com/view/UAYOWHY/James_R_Smith_52_Inc__nynbke-23-30673__0001.0.pdf?mcid=tGE4TAMA represented by: Peter A. Orville, Esq. ORVILLE & MCDONALD LAW, P.C. In re Ian W. Chait Bankr. D. Ariz. Case No. 23-06626 Chapter 11 Petition filed September 21, 2023 represented by: Thomas Allen, Esq. In re Sky Lake Gardens No. 4, Inc. Bankr. S.D. Fla. Case No. 23-17557 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/H6LM54I/Sky_Lake_Gardens_No_4_Inc_A_Condominium__flsbke-23-17557__0001.0.pdf?mcid=tGE4TAMA represented by: John Paul Arcia, Esq. JOHN PAUL ARCIA, PA E-mail: parcia@arcialaw.com In re Baklava Couture, LLC Bankr. D. Md. Case No. 23-16755 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/JISQRZY/Baklava_Couture_LLC__mdbke-23-16755__0001.0.pdf?mcid=tGE4TAMA represented by: Richard B. Rosenblatt, Esq. LAW OFFICES OF RICHARD B. ROSENBLATT, PC E-mail: rrosenblatt@rosenblattlaw.com In re Marcus Rafeal Houston Bankr. S.D. Miss. Case No. 23-51302 Chapter 11 Petition filed September 21, 2023 represented by: Collette Derouen, Esq. In re Daniel Ray Jones Bankr. M.D.N.C. Case No. 23-80161 Chapter 11 Petition filed September 21, 2023 represented by: James White, Esq. In re 2364 LLC Bankr. E.D.N.Y. Case No. 23-43399 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/PV6IYJQ/2364_LLC__nyebke-23-43399__0001.0.pdf?mcid=tGE4TAMA represented by: Igor Mystelman, Esq. IGOR MYSTELMAN - IM LAW GROUP PC E-mail: igor@theimlawgroup.com In re 1696 Pacific Street LLC Bankr. E.D.N.Y. Case No. 23-43403 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/P4QWEYA/1696_Pacific_Street_LLC__nyebke-23-43403__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re LE Kane Group LLC Bankr. E.D. Pa. Case No. 23-12867 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/7RH4BRI/LE_Kane_Group_LLC__paebke-23-12867__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Excel Auto & Transportation LLC Bankr. D.S.C. Case No. 23-02861 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/THRMGCA/Excel_Auto__Transportation_LLC__scbke-23-02861__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Machete Equipment Rental Inc. Bankr. S.D. Tex. Case No. 23-33633 Chapter 11 Petition filed September 21, 2023 See https://www.pacermonitor.com/view/QQPVWBY/Machete_Equipment_Rental_Inc__txsbke-23-33633__0001.0.pdf?mcid=tGE4TAMA represented by: Susan Tran Adams, Esq. TRAN SINGH, LLP E-mail: stran@ts-llp.com In re Christopher K. Cooley and Jennifer E. Cooley Bankr. M.D. Fla. Case No. 23-04180 Chapter 11 Petition filed September 22, 2023 represented by: Craig Kelley, Esq. In re Indoor Air Quality Association, Inc. Bankr. M.D. Fla. Case No. 23-04175 Chapter 11 Petition filed September 22, 2023 See https://www.pacermonitor.com/view/7WOBKDY/Indoor_Air_Quality_Association__flmbke-23-04175__0001.0.pdf?mcid=tGE4TAMA represented by: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. E-mail: sstichter@srbp.com In re Eric William Stoltz and Ashley Leann Stoltz Bankr. N.D. Fla. Case No. 23-50149 Chapter 11 Petition filed September 22, 2023 represented by: Michael Wynn, Esq. In re Gureev LLC Bankr. E.D.N.Y. Case No. 23-43421 Chapter 11 Petition filed September 22, 2023 See https://www.pacermonitor.com/view/NNW2KLI/Gureev_LLC__nyebke-23-43421__0001.0.pdf?mcid=tGE4TAMA represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. E-mail: alla@kachanlaw.com In re Lasseter Enterprises, Inc. Bankr. S.D. Tex. Case No. 23-33641 Chapter 11 Petition filed September 22, 2023 See https://www.pacermonitor.com/view/ZHJVCCI/LASSETER_ENTERPRISES_INC__txsbke-23-33641__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re Westheimer Party Company, LLC Bankr. S.D. Tex. Case No. 23-33642 Chapter 11 Petition filed September 22, 2023 See https://www.pacermonitor.com/view/TIYH4DI/Westheimer_Party_Company_LLC__txsbke-23-33642__0001.0.pdf?mcid=tGE4TAMA represented by: Robert C Lane, Esq. THE LANE LAW FIRM E-mail: notifications@lanelaw.com In re Heidinjunior Transport Inc. Bankr. M.D. Fla. Case No. 23-04202 Chapter 11 Petition filed September 23, 2023 See https://www.pacermonitor.com/view/YX4RFXA/Heidinjunior_Transport_Inc__flmbke-23-04202__0001.0.pdf?mcid=tGE4TAMA represented by: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: chad@cvhlawgroup.com In re Deborah A. McFadden Bankr. N.D. Cal. Case No. 23-41220 Chapter 11 Petition filed September 25, 2023 In re Adaptiv Research & Development Group, LLC Bankr. M.D. Fla. Case No. 23-04227 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/VVPJGRI/Adaptiv_Research__Development__flmbke-23-04227__0001.0.pdf?mcid=tGE4TAMA represented by: Timothy W. Gensmer, Esq. TIMOTHY W. GENSMER, P.A. E-mail: tim@timgensmer.com In re Ronald D Schulman and Faith A Schulman Bankr. N.D. Fla. Case No. 23-40373 Chapter 11 Petition filed September 25, 2023 represented by: Byron Wright, Esq. In re Bradley Rankin and Elizabeth Rankin Bankr. D. Idaho Case No. 23-40442 Chapter 11 Petition filed September 25, 2023 represented by: Aaron Tolson, Esq. In re Maidulsafa LLC Bankr. E.D.N.Y. Case No. 23-43433 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/FPX5TKQ/Maidulsafa_LLC__nyebke-23-43433__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re El Vinedo Homeowners Association, Inc. Bankr. W.D. Tex. Case No. 23-10789 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/JH2E36I/El_Vinedo_Homeowners_Association__txwbke-23-10789__0001.0.pdf?mcid=tGE4TAMA represented by: Stephen W Sather, Esq. BARRON & NEWBURGER, P.C. E-mail: ssather@bn-lawyers.com In re MHAS Companies, Inc. Bankr. E.D. Cal. Case No. 23-23330 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/T5W5SGY/MHAS_Companies_Inc__caebke-23-23330__0001.0.pdf?mcid=tGE4TAMA represented by: Stephan M. Brown, Esq. THE BANKRUPTCY GROUP E-mail: ECF@thebklawoffice.com In re Surf's Up Dining Group LLC Bankr. N.D. Ill. Case No. 23-12739 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/XHW4D2Y/Surfs_Up_Dining_Group_LLC__ilnbke-23-12739__0001.0.pdf?mcid=tGE4TAMA represented by: Penelope Bach, Esq. BACH LAW OFFICES E-mail: pnbach@bachoffices.com In re Metcalf Antique Mall, LLC Bankr. D. Kan. Case No. 23-21127 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/MGKSZCI/Metcalf_Antique_Mall_LLC__ksbke-23-21127__0001.0.pdf?mcid=tGE4TAMA represented by: Colin Gotham, Esq. EVANS & MULLINIX, P.A. E-mail: cgotham@emlawkc.com In re Faith Victory Christian Center, Inc. Bankr. W.D.N.Y. Case No. 23-20481 Chapter 11 Petition filed September 25, 2023 See https://www.pacermonitor.com/view/IYQBBLY/Faith_Victory_Christian_Center__nywbke-23-20481__0001.0.pdf?mcid=tGE4TAMA represented by: Mike Krueger, Esq. MCCONVILLE CONSIDINE COOMAN AND MORIN PC E-mail: mkrueger@mccmlaw.com ********* 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. 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